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) 

 / 

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: [●], 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. 

Case 20-14695-LMI Doc 519 Filed 09/02/20 Page 1 of 58
TABLE OF CONTENTS 

Page 

Article I. DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF 

TIME, AND GOVERNING LAW ................................................................................................ 1

A. Defined Terms. ................................................................................................................... 1

B. Rules of Interpretation. ..................................................................................................... 12

C. Computation of Time. ....................................................................................................... 13

D. Governing Law. ................................................................................................................ 13

E. Reference to Monetary Figures. ........................................................................................ 13

F. Conflicts. ........................................................................................................................... 14

Article II. ADMINISTRATIVE CLAIMS, PRIORITY TAX CLAIMS, AND DIP LOAN 

CLAIMS ....................................................................................................................................... 14

A. Administrative Claims. ..................................................................................................... 14

B. Priority Tax Claims. .......................................................................................................... 16

C. DIP Loan Claims. ............................................................................................................. 16

D. Statutory Fees. .................................................................................................................. 16

Article III. CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS .................. 16

A. Classification of Claims and Interests. .............................................................................. 16

B. Treatment of Claims and Interests. ................................................................................... 17

C. Special Provision Governing Unimpaired Claims. ........................................................... 20

D. Elimination of Vacant Classes. ......................................................................................... 20

E. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy 

Code. ................................................................................................................................. 20

F. Voting Classes; Presumed Acceptance by Non-Voting Classes. ...................................... 21

G. Presumed Acceptance and Rejection of the Plan. ............................................................. 21

H. Intercompany Interests. ..................................................................................................... 21

I. Controversy Concerning Impairment. .............................................................................. 21

J. Subordinated Claims and Interests. ................................................................................... 21

Article IV. MEANS FOR IMPLEMENTATION OF THE PLAN ....................................................... 21

A. Restructuring Transactions. .............................................................................................. 21

B. Settlement and Compromise. ............................................................................................ 22

C. Settlement of Claims After the Effective Date. ................................................................ 22

D. Sources of Consideration for Plan Distributions............................................................... 22

E. Cancellation of Existing Securities and Agreements. ....................................................... 23

F. Release of Liens. ............................................................................................................... 23

G. Corporate Action. .............................................................................................................. 23

H. Effectuating Documents; Further Transactions. ............................................................... 24

I. Section 1146 Exemption. .................................................................................................. 24

J. Corporate Existence. ......................................................................................................... 25

K. Vesting of Assets. ............................................................................................................. 25

L. New Organizational Documents. ...................................................................................... 25

M. Directors and Officers of the Reorganized Debtors. ......................................................... 25

N. Management Incentive Plan. ............................................................................................. 26

O. Employee Obligations. ...................................................................................................... 26

P. Preservation of Causes of Action. ..................................................................................... 26

Q. Payment of Certain Fees. .................................................................................................. 27

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R. Document Retention ......................................................................................................... 27

Article V. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES ............ 27

A. Assumption and Rejection of Executory Contracts and Unexpired Leases. ..................... 27

B. Claims Based on Rejection of Executory Contracts or Unexpired Leases. ...................... 28

C. Cure of Defaults for Assumed Executory Contracts and Unexpired Leases. ................... 28

D. Preexisting Obligations to the Debtors under Executory Contracts and Unexpired 

Leases. .............................................................................................................................. 29

E. Indemnification Obligations. ............................................................................................ 29

F. Insurance Policies. ............................................................................................................ 30

G. Modifications, Amendments, Supplements, Restatements, or Other Agreements. .......... 30

H. Reservation of Rights. ....................................................................................................... 30

I. Nonoccurrence of Effective Date. ..................................................................................... 31

J. Contracts and Leases Entered Into After the Petition Date. ............................................. 31

Article VI. PROVISIONS GOVERNING DISTRIBUTIONS .............................................................. 31

A. Timing and Calculation of Amounts to Be Distributed. ................................................... 31

B. Delivery of Distributions and Undeliverable or Unclaimed Distributions. ...................... 32

C. Special Rules for Distributions to Holders of Disputed Claims and Interests. ................. 32

D. Manner of Payment. .......................................................................................................... 33

E. SEC Exemption. ................................................................................................................ 33

F. Compliance with Tax Requirements. ................................................................................ 34

G. No Postpetition or Default Interest on Claims. ................................................................. 34

H. Setoffs and Recoupment. .................................................................................................. 34

I. No Double Payment of Claims. ........................................................................................ 34 

J. Claims Paid or Payable by Third Parties. ......................................................................... 35

K. Allocation of Distributions Between Principal and Interest. ............................................ 35

Article VII. PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED, AND 

DISPUTED CLAIMS .................................................................................................................. 36

A. Allowance of Claims. ....................................................................................................... 36

B. Claims Administration Responsibilities. .......................................................................... 36

C. Adjustment to Claims Without Objection. ........................................................................ 36

D. Time to File Objections to Claims or Interests. ................................................................ 36

E. Estimation of Claims. ....................................................................................................... 36

F. Disputed and Contingent Claims Reserve. ....................................................................... 37

G. Disallowance of Claims. ................................................................................................... 36

H. Amendments to Proofs of Claim. ...................................................................................... 37

I. Reimbursement or Contribution. ...................................................................................... 38

J. No Distributions Pending Allowance. .............................................................................. 38

K. Distributions After Allowance. ......................................................................................... 38

Article VIII. RELEASE, INJUNCTION, EXCULPATION AND RELATED PROVISIONS ......... 38

A. Discharge of Claims and Termination of Interests. .......................................................... 38

B. Release of Liens. .............................................................................................................. 39

C. Releases by the Debtors. ................................................................................................. 39

D. Releases by Holders of Claims and Interests. ............................................................... 40

E. Exculpation. ..................................................................................................................... 40

F. Injunction. ....................................................................................................................... 41

G. Bar Order and Channeling Injunction. ........................................................................ 41

H. Protections Against Discriminatory Treatment................................................................. 43

Case 20-14695-LMI Doc 519 Filed 09/02/20 Page 3 of 58
I. Recoupment. ..................................................................................................................... 43

J. Binding Effect. .................................................................................................................. 43

Article IX. CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION 

OF THE PLAN ............................................................................................................................. 43

A. Conditions Precedent to Confirmation .............................................................................. 43

B. Conditions Precedent to the Effective Date. ..................................................................... 44

C. Waiver of Conditions. ....................................................................................................... 45

D. Substantial Consummation. .............................................................................................. 45

E. Effect of Failure of Conditions. ........................................................................................ 45

Article X. MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN .................... 45

A. Modification and Amendments. ........................................................................................ 45

B. Effect of Confirmation on Modifications. ........................................................................ 46

C. Revocation or Withdrawal of Plan. ................................................................................... 46

Article XI. RETENTION OF JURISDICTION ..................................................................................... 46

Article XII. MISCELLANEOUS PROVISIONS ................................................................................... 48

A. Immediate Binding Effect. ................................................................................................ 48

B. Additional Documents. ..................................................................................................... 48

C. Dissolution of the Committee. .......................................................................................... 48

D. Payment of Statutory Fees. ............................................................................................... 49

E. Reservation of Rights. ....................................................................................................... 49

F. Successors and Assigns. ................................................................................................... 49

G. Notices. ............................................................................................................................. 49

H. Term of Injunctions or Stays............................................................................................. 50

I. Entire Agreement. ............................................................................................................. 50

J. Exhibits. ............................................................................................................................ 51

K. Nonseverability of Plan Provisions. .................................................................................. 51

L. Votes Solicited in Good Faith. .......................................................................................... 51

M. Waiver or Estoppel. .......................................................................................................... 51

N. Closing of Chapter 11 Cases. ............................................................................................ 51

O. Creditor Default. ............................................................................................................... 52

Case 20-14695-LMI Doc 519 Filed 09/02/20 Page 4 of 58
 

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 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. The Plan constitutes 

a separate plan for each of the Debtors, and the Debtors reserve the right to seek confirmation of the Plan 

for each separate Debtor at one or more Confirmation Hearings as may be applicable. 

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. “Additional Guarantor Payment” means a Cash payment from Grupo Cinemex to any 

Holder of an Allowed Landlord Claim With Guaranty equal to [[50%]] of (i) any Allowed Lease 

Rejection Damages Claim and (ii) any Allowed Prepetition Arrearages Claim. 

4. “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; (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; and (d) all Intercompany 

Claims authorized pursuant to the Cash Management Order. 

5. “Administrative Claims Bar Date” means the 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. 

6. “Affiliate” has the meaning set forth in section 101(2) of the Bankruptcy Code. 

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7. “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 

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; (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; or (iv) by Final Order (including any such 

Claim to which the Debtors had objected or which the Bankruptcy Court had Disallowed prior to such 

Final Order); 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. 

8. “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. 

9. “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. 

10. “Auction” means the competitive bidding process in relation to the sale of equity 

ownership of Cinemex Holdings, conducted pursuant to the Bid Procedures Order. 

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. “Bar Order and Channeling Injunction” shall have the meaning set forth in Article VIII of 

the Plan, and shall be implemented by the Confirmation Order. 

17. “Bid Procedures Order” means the order of the Bankruptcy Court, dated August 27, 2020 

(ECF No. 512), setting for the procedures for competitive bidding for the sale of the equity interests in 

Cinemex Holdings, as reorganized. 

18. “Business Day” means any day, other than a Saturday, Sunday, or “legal holiday” 

(as defined in Bankruptcy Rule 9006(a)). 

19. “Cash” means the legal tender of the U.S. and equivalents thereof, including bank 

deposits, checks, and other similar items. 

20. “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. 

21. “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. 

22. “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. 

23. “Cinemex” means Cinemex Holdings and its subsidiaries, including Cinemex USA Real 

Estate Holdings, Inc. and CB Theater Experience LLC. 

24. “Cinemex Holdings” means Cinemex Holdings USA, Inc. 

25. “Claim” means any claim, as defined in section 101(5) of the Bankruptcy Code, against 

any of the Debtors. 

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26. “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. 

27. “Claims Register” means the official register of Claims maintained by the Bankruptcy 

Court. 

28. “Class” means a category of Claims or Interests as set forth in Article III of the Plan. 

29. “CM/ECF” means the Bankruptcy Court’s Case Management and Electronic Case Filing 

system. 

30. “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. 

31. “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. 

32. “Confirmation Date” means the date upon which the Bankruptcy Court enters the 

Confirmation Order on the docket of the Chapter 11 Cases. 

33. “Confirmation Hearing” means the hearing held by the Bankruptcy Court to consider 

Confirmation of the Plan pursuant to section 1129 of the Bankruptcy Code. 

34. “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. 

35. “Consummation” means the occurrence of the Effective Date. 

36. “Convenience Claim” means any Allowed GUC Claim in an Allowed amount that is 

greater than $0 but less than or equal to [$5,000]; provided that a Holder of an Allowed GUC Claim in 

excess of [$5,000] may irrevocably elect on its Ballot to have such Claim irrevocably reduced to [$5,000] 

and treated as a Convenience Claim for the purposes of the Plan, in full and final satisfaction of such 

Claim. 

37. “Convenience Claims Distribution” means Cash in an amount equal to [[$100,000]], to 

be distributed to Holders of Allowed Convenience Claims; provided that no Holder of an Allowed 

Convenience Claim shall receive a distribution in excess of 25 percent of such Allowed Convenience 

Claim; provided, further, that any excess Convenience Claims Distribution shall be returned to the 

Reorganized Debtors. 

38. “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. 

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39. “Debtors” means, collectively: (a) Cinemex USA Real Estate Holdings, Inc.; (b) 

Cinemex Holdings; and (iii) CB Theater Experience LLC. 

40. “DIP Lender” means Grupo Cinemex, in its capacity as lender under the DIP Loan. 

41. “DIP Loan” means the postpetition financing provided by the DIP Lender on the terms 

and conditions set forth in the DIP Order. 

42. “DIP Loan Claims” means any Claims arising in connection with the DIP Loan. 

43. “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. 

44. “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. 

45. “Disclosure Statement” means the Disclosure Statement for the Joint Chapter 11 Plan of 

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

46. “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. [●]). 

47. “Disputed” means with regard to any Claim or Interest, a Claim or Interest that is not yet 

Disallowed or Allowed. 

48. “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. 

49. “Distribution Record Date” means the record date for purposes of making distributions 

under the Plan on account of Allowed Claims and Allowed Interests, 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. 

50. “DTC” means the Depository Trust Company. 

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51. “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). 

52. “Enjoined Claims” has the meaning set forth in Article VIII.G of the Plan. 

53. “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. 

54. “Entity” has the meaning set forth in section 101(15) of the Bankruptcy Code. 

55. “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. 

56. “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

57. “Exculpated Parties” means, collectively, and in each case in its capacity as such: (a) the 

Debtors; (b) the Reorganized Debtors; (c) the DIP Lender; (d) the Committee; (e) the individual members 

of the Committee; and (f) with respect to each of the foregoing (a) through (i), 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. 

58. “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. 

59. “Exit Facility” means the credit facility, in the amount of $___ million, with 

approximately $___ million drawn on the Effective Date, which shall be on such terms as set forth in the 

applicable Exit Facility Documents. 

60. “Exit Facility Documents” means, in connection with the Exit Facility, the applicable 

credit agreements, collateral documents, Uniform Commercial Code statements, and other loan 

documents, to be dated as of the Effective Date, governing the Exit Facility, which documents shall be 

included in the Plan Supplement. 

61. “Federal Judgment Rate” means the federal judgment rate in effect as of the Petition 

Date, compounded annually. 

62. “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. 

63. “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 

Case 20-14695-LMI Doc 519 Filed 09/02/20 Page 10 of 58
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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. 

64. “General Administrative Claim” means any Administrative Claim, other than a 

Professional Fee Claim. 

65. “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. 

66. “Governmental Unit” has the meaning set forth in section 101(27) of the 

Bankruptcy Code. 

67. “Grupo Cinemex” means Grupo Cinemex, S.A. de C.V. 

68. “GUC Claim” means any Unsecured Claim against any Debtor. 

69. “GUC Claims Allocation” means Cash in the amount of $________, to be distributed to 

Holders of GUC Claims pursuant to the Plan. 

70. “Holder” means an Entity holding a Claim or an Interest, as applicable. “Hold” and 

“Held” shall have the correlative meanings. 

71. “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. 

72. “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. 

73. “Insurance Policies” means the policies of insurance listed in the Plan Supplement. 

74. “Insurers” means the insurance companies providing insurance coverage under the 

Insurance Policies. 

75. “Intercompany Claim” means any Claim held by any Debtor or non-Debtor affiliate or 

subsidiary against any other Debtor. 

76. “Intercompany Interest” means any Interest held by a Debtor in another Debtor or a 

subsidiary of a Debtor. 

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77. “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. 

78. “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). 

79. “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended. 

80. “IRS” means the Internal Revenue Service. 

81. “Judicial Code” means title 28 of the United States Code, 28 U.S.C. §§ 1–4001. 

82. “Landlord Claim With Guaranty” means a Claim of a lessor of nonresidential real 

property under an lease with one or more of the Debtors under which a non-Debtor has guaranteed 

payment of sums owed under such lease. 

83. “Lease Rejection Damages Claim” means a Claim arising from the rejection of an 

unexpired lease of non-residential real property as calculated using the limitation in Bankruptcy Code 

section 502(b)(6).. 

84. “Lien” has the meaning set forth in section 101(37) of the Bankruptcy Code. 

85. “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. 

86. “Management Incentive Plan” means a post-Effective Date management incentive plan 

that may be adopted by the board of directors of the Reorganized Debtors. 

87. “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. 

88. “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. 

89. “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). 

90. “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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91. “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. 

92. “Plan” has the meaning set forth in the Introduction. 

93. “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, 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 Schedule of Retained Causes of Action; (e) the identity of the 

members of the Reorganized Cinemex Board and management for the Reorganized Debtors; (f) the Exit 

Facility Documents; and (g) the Governance Term Sheet. Any reference to the Plan Supplement in the 

Plan shall include each of the documents identified above as (a) through (f). Notwithstanding the 

foregoing, the Debtors may amend, with the consent of the Committee, the documents contained in, and 

exhibits to, the Plan Supplement through the Effective Date or as otherwise provided herein. 

94. “Prepetition Arrearages Claim” means a claim for the amount owed as of the Petition 

Date under a lease of nonresidential real property. 

95. “Priority Claims” means, collectively, the (a) Administrative Claims, (b) Priority Tax 

Claims, and (c) Other Priority Claims. 

96. “Priority Tax Claim” means the Claims of Governmental Units of the type specified in 

section 507(a)(8) of the Bankruptcy Code. 

97. “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. 

98. “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. 

99. “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 Confirmation 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 

amount by which such fees or expenses are reduced or denied shall reduce the applicable Professional Fee 

Claim. 

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100. “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. 

101. “Professional Fee Reserve Amount” means the total amount of Professional Fee Claims 

estimated in accordance with Article II.A.2(c) of the Plan. 

102. “Proof of Claim” means a proof of Claim Filed against any of the Debtors in the Chapter 

11 Cases. 

103. “Proof of Interest” means a proof of Interest Filed against any of the Debtors in the 

Chapter 11 Cases. 

104. “Purchase Price” means the amount, in Cash, as set forth in, and subject to the 

adjustments set forth in, the Sale Order. 

105. “Purchaser” means the acquirer of the New Common Stock of Cinemex Holdings 

pursuant to the Transaction. 

106. “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. 

107. “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. 

108. “Released Parties” means, collectively, and in each case only in its capacity as such: 

(a) each of the Settling Lenders; (b) the DIP 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) the 

Supporting Creditors; (g) each of the Debtors’ current and former directors or officers; 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 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. 

109. “Releasing Parties” means, collectively, and in each case only in its capacity as such: 

(a) each of the Debtors; (b) the Reorganized Debtors; (c) the DIP Lender; (d) the DIP Lenders; (e) the 

Committee; (f) the individual members of the Committee; (g) the Supporting Creditors; (h) each of the 

Debtors’ current and former directors or officers; (i) all Holders of Claims or Interests who (i) vote in 

favor of the Plan or (ii) 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 (j) with respect to 

each of the foregoing (a) through (i), 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, 

Case 20-14695-LMI Doc 519 Filed 09/02/20 Page 14 of 58
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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. 

110. “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. 

111. “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. 

112. “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. 

113. “Reorganized Cinemex Board” means the board of directors of Reorganized Cinemex on 

and after the Effective Date. 

114. “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 Exit 

Facility, and the transactions contemplated by the New Organizational Documents. 

115. “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. 

116. “Sale Order” means the order of the Bankruptcy Court dated ____, 2020 (ECF No. ___), 

approving the sale of equity ownership of Cinemex Holdings. 

117. “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. 

118. “Sale Transaction” means the sale of equity ownership of Cinemex Holdings, conducted 

via the Auction and approved by the Sale Order, to be implemented under the Plan. 

119. “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, 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. 

120. “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. 

121. “SEC” means the Securities and Exchange Commission. 

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122. “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. 

123. “Securities Act” means the Securities Act of 1933, 15 U.S.C. §§ 77–77a, as amended, 

together with the rules and regulations promulgated thereunder. 

124. “Security” or “Securities” has the meaning set forth in section 2(a)(1) of the Securities 

Act. 

125. “Syndicated Bank Loan” means the bank loan on the terms set forth in the Syndicated 

Bank Loan Credit Agreement. 

126. “Syndicated Bank Loan Claim” means claim held by a Syndicated Bank Loan Lender 

arising from the Syndicated Bank Loan Credit Agreement. 

127. “Syndicated Bank Loan Claims Allocation” means Cash in the amount of $_______, to 

be distributed to holders of Syndicated Bank Loan Claims pursuant to the Plan. 

128. “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 

Holdings, as borrowers, certain guarantors, certain lenders, and BBVA Bancomer S.A., Institución de 

Banca Múltiple, Grupo Financiero BBV Bancomer, as Administrative Agent, as such may be amended 

from time to time. 

129. “Syndicated Bank Loan Lender” means a lender under the Syndicated Bank Loan Credit 

Agreement. 

130. “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. 

131. “U.S.” means the United States of America. 

132. “U.S. Trustee” means the Office of the U.S. Trustee Region 21 for the Southern District 

of Florida. 

133. “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. 

134. “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. 

135. “Unsecured”, when referring to a Claim, means any Claim that is not an Administrative 

Claim, Priority Tax Claim, Other Priority Claim, or Secured Claim. 

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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. 

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 

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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 

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 

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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 Confirmation Date, must be Filed and 

served on the Reorganized Debtors no later than sixty (60) days after the Effective Date. 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. 

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(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 

the full Allowed amounts of Professional Fee Claims, 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 Confirmation 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 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 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 

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Allowed DIP Loan Claim, each Holder of such Allowed DIP Loan Claim shall be paid in full in Cash 

from the proceeds of the Exit Facility. 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 

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 

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Class Claims and Interests Status Voting Rights 

Class 5 Convenience Claims Impaired Entitled to Vote 

Class 6 Landlord Claims with Guarantees Impaired Entitled to Vote 

Class 7 Intercompany Claims Unimpaired Not Entitled to Vote (Deemed to Accept) 

Class 8 Intercompany Interests Unimpaired Not Entitled to Vote 

Class 9 Interests in Cinemex Holdings Impaired Not Entitled to Vote (Deemed to Reject) 

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 

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(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. 

3. Class 3 – Syndicated Bank Loan Claims. 

(a) Classification: Class 3 consists of Syndicated Bank Loan Claims. 

(b) Treatment: 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. 

(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 shall receive its Pro Rata share of the GUC Claims 

Allocation; provided that to the extent such GUC Claim is 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 25% of its Allowed 

Convenience Claim, on or after the Effective Date. 

(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 – Landlord Claims With Guaranty. 

(a) Classification: Class 6 consists of all Landlord Claims With Guaranty. 

(b) Treatment: Except to the extent that a Holder agrees to less favorable treatment 

of its Allowed Claim, each Holder of an Allowed Landlord Claims With 

Guaranty shall receive, in full and final satisfaction, settlement, release, and 

discharge of and in exchange for each Allowed Landlord Claim With Guaranty 

(i) a payment in Cash of its Pro Rata share of the GUC Claim Allocation, and (ii) 

with respect any Holder of Landlord Claims With Guaranty that agrees to grant a 

release to Grupo Cinemex, an Additional Guarantor Payment. 

(c) Voting: Class 6 is Impaired under the Plan. Holders of Claims in Class 6 are 

entitled to vote to accept or reject the Plan 

7. Class 7 – Intercompany Claims. 

(a) Classification: Class 6 consists of all Intercompany Claims. 

(b) Treatment: Intercompany Claims shall be Reinstated as of the Effective Date. 

(c) Voting: Class 7 is Unimpaired, and such Holders of Class 7 Claims are 

conclusively presumed to have accepted the Plan under section 1126(f) of the 

Bankruptcy Code. 

8. Class 8 – Intercompany Interests. 

(a) Classification: Class 8 consists of all Intercompany Interests. 

(b) Treatment: Intercompany Interests shall be Reinstated as of the Effective Date.2

 

(c) Voting: Class 8 is Unimpaired, and such Holders of Class 8 Interests are 

conclusively presumed to have accepted the Plan under section 1126(f) of the 

Bankruptcy Code. 

9. Class 9 – 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 9 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. 

 

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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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 

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 of any Class receive no distribution under the Plan, each Holder of a 

Claim 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. 

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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 Interest 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 

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 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; (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 the Exit Facility Documents (including all actions to be taken, undertakings 

to be made, and obligations to be incurred and fees to be paid by the Debtors or the Reorganized Debtors, 

as applicable), subject to any post-closing execution and delivery periods provided for in the Exit Facility 

Documents; (6) the issuance of the New Common Stock as set forth in the Plan; and (7) all other actions 

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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. 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. 

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

Estates, and Causes of Action against other Entities. 

D. 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) proceeds of the Exit Facility; (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 

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. 

1. Exit Facility. 

On the Effective Date, the Reorganized Debtors shall enter into the Exit Facility. The Exit 

Facility shall be on terms set forth in the Exit Facility Documents. 

Confirmation shall be deemed approval of the Exit Facility (including the transactions 

contemplated thereby, and all actions to be taken, undertakings to be made, and obligations to be incurred 

and fees to be paid by the Debtors or the Reorganized Debtors in connection therewith), to the extent not 

previously approved by the Bankruptcy Court, and the Reorganized Debtors shall be authorized to 

execute and deliver those documents necessary or appropriate to obtain the Exit Facility, including any 

and all documents required to enter into the Exit Facility and all collateral documents related thereto, 

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without further notice to or order of the Bankruptcy 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 Exit Facility. 

E. 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. 

F. 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, and all guarantees of any Debtors shall be automatically discharged 

and released. 

G. 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) execution and delivery of the Exit Facility Documents and incurrence of 

the Exit Facility; (6) approval and adoption of (and, as applicable, the execution, delivery, and filing of) 

the New Organizational Documents; (7) issuance and distribution of New Common Stock as set forth in 

the Plan; and (8) all other actions contemplated under the Plan (whether to occur before, on, or after the 

Effective Date). 

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. 

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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 Exit Facility Documents, 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.F shall be effective notwithstanding any requirements 

under non-bankruptcy law. 

H. 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. 

I. 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 Exit Facility; (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 and; (6) 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. 

J. 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 

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). 

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K. Vesting of Assets. 

Except 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 without supervision or approval by the Bankruptcy Court and 

free of any restrictions of the Bankruptcy Code or Bankruptcy Rules. 

L. 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 protections, reasonably 

acceptable to the Committee. The initial board of directors of the Reorganized Debtors shall consist of 

five (5) persons, three (3) of whom shall be chosen by Cinemex, one (1) of whom shall be chosen by the 

Committee, and one (1) of whom shall qualify as independent under the New York Stock Exchange 

definition of such term and shall be chosen jointly by Cinemex and the Committee. 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. 

M. Directors and Officers of the Reorganized Debtors. 

As of the Effective Date, the initial Reorganized Cinemex Board shall consist of five 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. 

N. 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 

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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. 

O. 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. 

P. 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 the Causes of Action released by the Debtors pursuant to the 

releases and exculpations set forth in Article VIII of the Plan, 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 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 

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otherwise provided in the Plan, including Article VIII of the Plan. 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, 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. 

Q. 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 (a) payable under the Exit Facility 

Documents, and (b) payable under the DIP Order (which fees and expenses shall be paid pursuant to the 

terms of the DIP Order). 

R. Document Retention 

On and after the Effective Date, 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. 

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; 

(3) are the subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the 

Confirmation 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. 

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 thirty (30) days 

after the Effective Date. 

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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 date 

of entry of an order of the Bankruptcy Court (including the Confirmation Order) approving such 

rejection; and (2) the effective date of such rejection. 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. 

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 

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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. 

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 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 

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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, 

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 

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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 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. 

To the extent any distributions made in accordance with the Plan are subject to disgorgement to 

the Reorganized Debtors, the Reorganized Debtors 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 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. 

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3. Delivery of Distributions to Holders of GUC Claims. 

The Debtors and the Reorganized Debtors, will, in their reasonable discretion, determine the 

method for a timely distribution of all distributions to Holders of Allowed GUC Claims pursuant to the 

Plan. 

4. Minimum Distribution. 

No Cash payment of less than $100 shall be made to a Holder of an Allowed Claim on account of 

such Allowed Claim. 

5. 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 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 six months 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) 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, the Reorganized Debtors and their respective agents and attorneys are 

under no duty to take any action to attempt to locate any Claim Holder. 

C. Special Rules for Distributions to Holders of Disputed Claims and Interests. 

Except as otherwise provided in the Plan, agreed to by the Debtors or the Reorganized Debtors, 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 or Interest until all such disputes in connection with such Disputed 

Claim or Interest 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 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 or 

Interest and a Disputed Claim or Interest shall not receive any distribution on the Allowed Claim or 

Interest unless and until all objections to the Disputed Claim or Interest have been resolved by settlement 

or Final Order or the Claims or Interests have been Allowed or Disallowed. Any dividends or other 

distributions arising from property distributed to Holders of Allowed Claims or Interests, 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 or Interest, as applicable, in such Class that becomes an Allowed Claim or 

Interest after the date or dates that such dividends or other distributions were earlier paid to Holders of 

Allowed Claims or Interests in such Class. 

D. Manner of Payment. 

Unless otherwise set forth herein, all distributions of New Common Stock and Cash under the 

Plan to the Holders of Allowed Claims and the Purchaser shall be made by the Debtors or the 

Reorganized Debtors. At the option of the Debtors and the Reorganized Debtors, 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, 

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the Purchaser shall pay the Cure Costs associated with each Assumed Executory Contract or Unexpired 

Lease. 

E. SEC Exemption. 

The New Common Stock 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. 

All shares of the New Common Stock issued pursuant to the Plan will be issued in reliance upon 

section 1145 of the Bankruptcy Code. 

Pursuant to section 1145 of the Bankruptcy Code, the issuance of (1) the New Common Stock, 

and (2) any other securities issued in reliance on section 1145 of the Bankruptcy Code, 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 Cinemex 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. 

Should the Reorganized Debtors elect on or after the Effective Date to reflect any ownership of 

the New Common Stock through the facilities of DTC, the Reorganized Debtors need not provide any 

further evidence other than the Plan or the Confirmation Order with respect to the treatment of the New 

Common Stock under applicable securities laws. 

To the extent applicable, DTC shall be required to accept and conclusively rely upon the Plan and 

Confirmation Order in lieu of a legal opinion regarding whether any of the New Common Stock issuable 

pursuant to the Plan are exempt from registration and/or eligible for DTC book-entry delivery, settlement, 

and depository services. 

Notwithstanding anything to the contrary in the Plan, no entity (including, for the avoidance of 

doubt, DTC) may require a legal opinion regarding the validity of any transaction contemplated by the 

Plan, including, for the avoidance of doubt, whether the New Common Stock issuable pursuant to the 

Plan is exempt from registration and/or eligible for DTC book-entry delivery, settlement, and depository 

services. 

F. Compliance with Tax Requirements. 

In connection with the Plan, as applicable, the Debtors and the Reorganized Debtors, 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 and the Reorganized Debtors, 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 and the Reorganized Debtors, 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 

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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. 

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, as applicable, may, but shall not be required to, setoff 

against or recoup any payments or distributions to be made pursuant to the Plan in respect of any Claims 

of any nature whatsoever that the Debtors or the Reorganized Debtors, as applicable may have against the 

Holder of such Claim, 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, 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 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 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. 

The Debtors and the Reorganized Debtors shall reduce a Claim, and such Claim shall be deemed 

Disallowed without a Claims objection having to be Filed and without any further notice to or action, 

order, or approval of the Bankruptcy Court, to the extent that the Holder of such Claim receives payment 

on account of such Claim from a party that is not a Debtor or Reorganized Debtor. Subject to the last 

sentence of this paragraph, to the extent a Holder of a Claim receives a distribution on account of such 

Claim and receives payment from a party that is not a Debtor or Reorganized Debtor on account of such 

Claim, such Holder shall, within fourteen (14) days of receipt thereof, repay or return the distribution to 

the applicable Reorganized Debtor, to the extent the Holder’s total recovery on account of such Claim 

from the third party and under the Plan exceeds the amount of such Claim as of the date of any such 

distribution under the Plan. The failure of such Holder to timely repay or return such distribution shall 

result in the Holder owing the applicable Reorganized Debtor annualized interest at the Federal Judgment 

Rate on such amount owed for each Business Day after the 14-day period specified above until the 

amount is repaid; provided however that the provisions of this paragraph shall not apply to any Additional 

Guarantor Payment. 

2. Claims Payable by Third Parties. 

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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 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. 

Except as otherwise specifically provided in the Plan, and subject to the rights and duties of the 

applicable Reorganized Debtor(s) as set forth herein, after the Effective Date, (a) the Reorganized Debtors 

shall have the sole authority to File, withdraw, or litigate to judgment, objections to all Claims; and 

(b) the applicable Reorganized Debtor(s) 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) 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 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 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 

transferee of a transfer that the Bankruptcy Court has determined is avoidable under section 522(f), 

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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. 

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 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, 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. 

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 

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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 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 

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. 

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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 Order (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 formulation, preparation, 

dissemination, negotiation, or consummation of the Exit Facility, 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 Exit Facility, 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 

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 

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

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

therewith), the formulation, preparation, dissemination, negotiation, or consummation of the Exit 

Facility, 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 Exit Facility, 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. 

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 

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, Filing, or 

termination of any prepetition transactions, 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 Exit Facility, he 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, 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, 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, but in all respects such Entities shall be entitled to reasonably rely upon the advice 

of counsel with respect to their duties and responsibilities pursuant to or in connection with the 

Plan and the Restructuring Transactions. 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. 

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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, 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. 

G. Bar Order and Channeling Injunction.

Except as otherwise specifically provided in the Plan, the Enjoined Parties shall be 

permanently barred, 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; 

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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, 

compromise, or settle Claims that would otherwise be enjoined by the bar order or 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. 

The injunction described in this section and incorporated into the Confirmation Order shall 

be referred to as the “Bar Order and Channeling Injunction.” 

The Bankruptcy Court shall expressly retain jurisdiction in enforcing, implementing and 

interpreting the scope of the Bar Order and 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. 

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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 

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 

2. the Confirmation Order shall, among other things: 

(a) decree that the provisions of the Confirmation Order and the Plan are 

nonseverable and mutually dependent; 

(b) 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; 

(c) authorize the Debtors and the Reorganized Debtors, as applicable/necessary, to: 

(i) implement the Restructuring Transactions; (ii) authorize, issue and/or incur 

the Exit Facility, (iii) distribute the New Common Stock; and (iv) 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 Exit Facility Documents; 

(d) 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; 

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(e) authorize and approve the compromise and settlement set forth in the Plan; and 

(f) contain the release, injunction, and exculpation provisions contained in Article 

VIII herein. 

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 and the Exit 

Facility Documents 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 in the 

Exit Facility Documents, and shall be in form and substance reasonably satisfactory to the Committee; 

4. the Purchaser shall have deposited the Purchase Price into the Sale Proceeds Account; 

5. 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 

6. 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 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. 

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 

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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, 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. 

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 

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; 

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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; 

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; 

Case 20-14695-LMI Doc 519 Filed 09/02/20 Page 51 of 58
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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 

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 Exit Facility; 

22. except as otherwise limited herein, recover all assets of the Debtors and property of the 

Estates, wherever located; 

23. 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 

24. hear any other matter not inconsistent with the Bankruptcy Code. 

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 

Case 20-14695-LMI Doc 519 Filed 09/02/20 Page 52 of 58
 49 

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. 

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 50 

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. 

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 address: 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 

Case 20-14695-LMI Doc 519 Filed 09/02/20 Page 54 of 58
 51 

–and– 

Bast Amron LLP 

One Southeast Third Avenue 

Suite 1400 

Miami, FL 33131 

Attention: Jeffrey Bast 

E-mail address: jbast@bastamron.com 

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 Addresses: rfeinstein@pszjlaw.com 

 bsandler@pszjlaw.com 

Berger Singerman LLP 

1450 Brickell Avenue, Suite 1900 

Miami, FL 33131 

Attention: Paul Steven Singerman 

 Brian Rich 

Email Addresses: 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. 

Case 20-14695-LMI Doc 519 Filed 09/02/20 Page 55 of 58
 52 

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/?clientId=CsgAAncz%252b6aNtnjd6rqTitY%252fx6XJshUmQi%2

52b3lKhKkn4uBdbe1U7fUh6SdWqR6nEa0B670DzpRv0%253d or the Bankruptcy Court’s website at 

http:/www.flsb.uscourts.gov/bankruptcy. 

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 

Case 20-14695-LMI Doc 519 Filed 09/02/20 Page 56 of 58
 53 

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. 

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 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 an amount, including 

interest, to compensate the Reorganized Debtors 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.]

Case 20-14695-LMI Doc 519 Filed 09/02/20 Page 57 of 58
 

Dated: September __, 2020 CINEMEX USA REAL ESTATE HOLDINGS, 

INC., CINEMEX HOLDINGS USA, INC. and CB 

THEATER EXPERIENCE LLC 

 

/s/ Draft 

 

 

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 

Case 20-14695-LMI Doc 519 Filed 09/02/20 Page 58 of 58