exv10w3



 







EXHIBIT 10.3



EXECUTION
COPY





CONTRIBUTION AND EXCHANGE AGREEMENT




     THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of August 7,
2006, among Cinemark Holdings, Inc., a Delaware corporation (the “Company”) and each of the
shareholders of Cinemark, Inc., a Delaware corporation (“Cinemark”) set forth on the
attached Schedule A hereto. Such shareholders are collectively referred to herein as the
“Stockholders” and individually as a “Stockholder.” Except as otherwise indicated
herein, capitalized terms used herein are defined in Section 7 hereof.



     WHEREAS, the Company, Syufy Enterprises, LP, a California limited partnership
(“Syufy”) and Century Theatres Holdings, LLC, a California limited liability company
(“CTH”) are each a party to that certain Stock Purchase Agreement (the “Purchase
Agreement”), dated as of August 7, 2006, by and among the Company, Syufy, CTH, Cinemark USA,
Inc., a Delaware corporation (“Cinemark USA”), and Century Theatres, Inc., a California
corporation (“Century”), pursuant to which the Company and Cinemark USA are acquiring 100%
of the stock of Century;



     WHEREAS, each of the Stockholders is a holder of shares of Class A Common Stock of Cinemark,
par value $0.001 per share (the “Cinemark Common Stock”);



     WHEREAS, as of the date of this Agreement, CTH owns all of the issued and outstanding shares
of capital stock of Century (the “Century Shares”), and Syufy owns all of the outstanding
limited liability company interests of CTH;



     WHEREAS, prior to the closing, CTH will distribute all of the Century Shares to Syufy and
thereafter CTH will be dissolved pursuant to the Beverly-Killea Limited Liability Company Act, as
amended, immediately after which Syufy will own all of the Century Shares and become a Stockholder
hereunder;



     WHEREAS, in connection with the transactions contemplated by the Purchase Agreement, each of
the Stockholders desires to contribute to the Company all of their shares of Cinemark Common Stock
in exchange for an equal number of shares of Class A Common Stock of the Company, par value $0.01
per share (the “Holdings Common Stock”) and Syufy will contribute the Century Shares in
exchange for certain shares of the Holdings Common Stock;



     WHEREAS, in connection with the transactions contemplated by the Purchase Agreement, the
Company desires to issue such shares of Holdings Common Stock to the Stockholders as set forth
herein; and



     WHEREAS, the parties desire that the exchange of Cinemark Common Stock for Holdings Common
Stock qualify as a tax-free contribution under the provisions of Section 351 of the Code.



     NOW THEREFORE, the parties hereto agree as follows:



     Section 1. Authorization and Closing.



     1A. Authorization of the Stock. At the Closing, the Company shall authorize the
issuance to the Stockholders an aggregate 27,896,316 shares of Holdings Common Stock.



     1B. Contribution of Cinemark Common Stock in Exchange for Holdings Common Stock. At
the Closing (as defined in Section 7 below), each Stockholder shall contribute to the
Company



 









 







the shares of Cinemark Common Stock set forth next to each Stockholder’s name on Schedule
A attached hereto, and in exchange therefor, the Company shall issue to such Stockholder the
shares of Holdings Common Stock set forth next to such Stockholder’s name on Schedule A
attached hereto. The Stockholders shall not receive any additional consideration (other than the
shares of Holdings Common Stock being issued hereunder) from the Company in connection with such
contributions. At the Closing, the Stockholders shall surrender to the Company the stock
certificates with respect to their respective shares of Cinemark Common Stock along with duly
executed stock powers or other instruments of transfer acceptable to the Company.



     Section 2. Conditions of Each Stockholder’s Obligation at the Closing. The obligation
of each Stockholder to exchange the shares of Cinemark Common Stock for shares of Holdings Common
Stock set forth on the Schedule A attached hereto is subject to the satisfaction as of the
Closing of the following conditions:



     2A. Representations and Warranties; Covenants. The representations and warranties of
the Company contained in Section 5 hereof shall be true and correct at and as of the
Closing as though then made, except to the extent of changes caused by the transactions expressly
contemplated herein, and the Company shall have performed in all material respects all of the
covenants required to be performed by it hereunder prior to the Closing.



     2B. Stock Purchase Agreement. The transactions contemplated under the Purchase
Agreement shall have been consummated.



     2C. Rollover Agreement. The transactions contemplated under the Stock Contribution
and Exchange Agreement, dated of the date hereof, among Syufy, CTH and the Company (the
“Rollover Agreement”) shall have been consummated.



     2D. Waiver. Any condition specified in this Section 2 may be waived only if
such waiver is set forth in a writing executed by each Stockholder.



     Section 3. Conditions of the Company’s Obligations at the Closing. The obligation of
the Company to issue shares of Holdings Common Stock in exchange for shares of Cinemark Common
Stock is subject to the satisfaction as of the Closing of the following conditions:



     3A. Representations and Warranties; Covenants. The representations and warranties of
each Stockholder contained in Section 6 hereof shall be true and correct at and as of the
Closing as though then made, except to the extent of changes caused by the transactions expressly
contemplated herein, and each Stockholder shall have performed in all material respects all of the
covenants required to be performed by he or it hereunder prior to the Closing.



     3B. Participation by All Stockholder. Each of the Stockholders shall have executed
and delivered signature pages to this Agreement, the Registration Agreement and the Stockholders
Agreement, and shall have delivered at the Closing the stock certificates, stock powers and related
items described in Section 1B above.



     3C. Stock Purchase Agreement. The transactions contemplated under the Purchase
Agreement shall have been consummated.



     3D. Rollover Agreement. The transactions contemplated under the Rollover Agreement
shall have been consummated.



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     3E. Waiver. Any condition specified in this Section 3 may be waived only if
such waiver is set forth in a writing executed by the Company.



     Section 4. Restrictions on Transfers. The Holdings Common Stock (and any securities
issued with respect to the Holdings Common Stock by way of a split, dividend, recapitalization,
merger, consolidation, liquidation or other reorganization) shall be subject to the restrictions on
transfer set forth in the Stockholders Agreement.



     Section 5. Representations and Warranties of the Company. As a material inducement to
the Stockholders to enter into this Agreement, the Company hereby represents and warrants to the
Stockholders that:



     5A. Organization and Corporate Power. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware and is qualified to
do business in every jurisdiction in which the failure to so qualify might reasonably be expected
to have a material adverse effect on the financial condition, operating results, assets, operations
or business prospects of the Company and its Subsidiaries taken as a whole. The Company has all
requisite corporate power and authority and all material licenses, permits and authorizations
necessary to own and operate its properties, to carry on its businesses as now conducted and
presently proposed to be conducted and to carry out the transactions contemplated by this
Agreement.



     5B. Capital Stock and Related Matters. As of the Closing and immediately thereafter,
the authorized capital stock of the Company shall consist of 45,000,000 shares of capital stock,
40,000,000 of which shall be designated as Class A common stock and 5,000,000 of which shall be
designated as Preferred Stock, and of which 31,284,782 shares of the Holdings Common Stock shall be
issued and outstanding and no shares of Preferred Stock shall be issued and outstanding upon
consummation of the transactions contemplated hereby. As of the Closing, all of the outstanding
shares of the Company’s capital stock shall be validly issued, fully paid and nonassessable. Based
on the investment representations of the Stockholders in Section 6 hereof, the Company has
not violated any applicable federal or state securities laws in connection with the offer, sale or
issuance of any of its capital stock.



     5C. Authorization; No Breach. The execution, delivery and performance of this
Agreement and all other agreements contemplated hereby to which the Company is a party have been
duly authorized by the Company. This Agreement and all other agreements contemplated hereby each
constitutes a valid and binding obligation of the Company, enforceable in accordance with its
terms. The execution and delivery by the Company of this Agreement and all other agreements
contemplated hereby to which the Company is a party, the offering and issuance of the Holdings
Common Stock hereunder and the fulfillment of and compliance with the respective terms hereof and
thereof by the Company do not and will not (i) conflict with or result in a breach of the terms,
conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any
lien, security interest, charge or encumbrance upon the Company’s capital stock or assets pursuant
to, (iv) give any third party the right to modify, terminate or accelerate any obligation under,
(v) result in a violation of or (vi) require any authorization, consent, approval, exemption or
other action by or notice to any court or administrative or governmental body pursuant to, the
Certificate of Incorporation or bylaws of the Company, or any law, statute, rule or regulation to
which the Company is subject, or any agreement, instrument, order, judgment or decree to which the
Company is a party or by which it is bound.



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     Section 6. Stockholders’ Representations and Warranties and Covenants.



     6A. Investment Representations. Each Stockholder hereby represents to the Company:
(A) that he or it is acquiring the Holdings Common Stock acquired pursuant hereto for its own
account with the present intention of holding such securities for purposes of investment, and that
he or it has no intention of selling such securities in a public distribution in violation of the
federal securities laws or any applicable state securities laws, (B) that he or it is an
“accredited investor” and a sophisticated investor for purposes of applicable U.S. federal and
state securities laws and regulations, (C) that each Stockholder has all requisite corporate or
partnership power and authority to carry out the transactions contemplated by this Agreement, (D)
that this Agreement and each of the other agreements contemplated hereby constitutes (or will
constitute) the legal, valid and binding obligation of each Stockholder, enforceable in accordance
with its terms and (E) that the execution, delivery and performance of this Agreement and such
other agreements by such Stockholder have been duly authorized by each respective Stockholder and
does not and will not conflict with, violate or cause a breach of any agreement, contract or
instrument to which such Stockholder is subject.



     6B. Title to Common Stock. Each Stockholder hereby represents to the Company that he
or it holds of record and owns beneficially the Cinemark Common Stock to be exchanged by he or it
hereunder, and that such Stockholder will transfer to the Company good and marketable title to such
Cinemark Common Stock, free and clear of any Liens, restrictions on transfer (other than any
restrictions under the Securities Act and applicable state securities laws), Taxes, options,
warrants, rights, calls, commitments, proxies or other contract rights.



     6C. No Violation. Neither the execution and the delivery of this Agreement, nor the
consummation of the transactions contemplated hereby, will violate any constitution, statute,
regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any
government, governmental agency, or court to which such Stockholder is subject or conflict with,
result in a breach of, constitute a default under, result in the acceleration of, create in any
party the right to accelerate, terminate, modify, or cancel, or require any notice under any
agreement, contract, lease, license, instrument, or other arrangement to which such Stockholder is
a party or by which he or it is bound or to which any of its assets is subject.



     Section 7. Definitions. For the purposes of this Agreement, the following terms have
the meanings set forth below:



     “Certificate of Incorporation” means the Certificate of Incorporation of the Company,
as the same may be amended, supplemented or otherwise modified from time to time in accordance with
its terms.



     “Closing” has the meaning set forth in the Purchase Agreement.



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



     “Lien” means any mortgage, pledge, security interest, encumbrance, covenant,
condition, restriction, easement, claim, lien or charge of any kind (including, without limitation,
any conditional sale or other title retention agreement or lease in the nature thereof), any filing
or agreement to file a financing statement as debtor under the Uniform Commercial Code or any
similar statute.



     “Person” means an individual, a partnership, a limited liability company, a
corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated
organization and a governmental entity or any department, agency or political subdivision thereof.



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     “Registration Agreement” means that certain Registration Agreement, dated as of the
hereof, by and between the Company, Madison Dearborn Capital Partners IV, L.P. and the other
parties thereto, as the same may be amended, supplemented or otherwise modified from time to time
in accordance with its terms.



     “Restricted Securities” means (i) the Common Stock issued hereunder and (ii) any
securities issued or exchanged with respect to the securities referred to in clause (i) above by
way of a stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization. As to any particular Restricted
Securities, such securities shall cease to be Restricted Securities when they have been (a)
effectively registered under the Securities Act and disposed of in accordance with the registration
statement covering them, (b) been distributed to the public through a broker, dealer or market
maker pursuant to Rule 144 (or any similar rule or rules then in force) under the Securities Act or
become eligible for sale pursuant to Rule 144(k) (or any similar rule or rules then in force) under
the Securities Act or (c) been otherwise transferred and new certificates for them not bearing the
Securities Act legend set forth in Section 8A(iv) have been delivered by the Company in
accordance with Section 8A(iv). Whenever any particular securities cease to be Restricted
Securities, the holder thereof shall be entitled to receive from the Company, without expense, new
securities of like tenor not bearing a Securities Act legend of the character set forth in
Section 8A(iv).



     “Required Stockholders” means the holder or holders of at least 50.1% of the
outstanding shares of Holdings Common Stock then outstanding.



     “Securities Act” means the Securities Act of 1933, as amended, or any similar federal
law then in force.



     “Stockholders Agreement” means that certain Stockholders Agreement, dated as of the
date hereof, by and among the Company and the other persons listed therein, as the same may be
amended, supplemented or otherwise modified from time to time in accordance with its terms.



     “Subsidiary” means any corporation of which the securities having a majority of the
ordinary voting power in electing the board of directors are, at the time as of which any
determination is being made, owned by the Company either directly or through one or more
Subsidiaries.



     “Tax” or “Taxes” means any federal, state, local or foreign income, gross
receipts, franchise, alternative or add-on minimum, estimated, sales, use, transfer, registration,
value added, excise, natural resources, severance, stamp, occupation, premium, windfall profit,
environmental, customs, duties, real property, personal property, capital stock, social security,
unemployment, disability, payroll, license, employee or other withholding, or other tax, of any
kind whatsoever, including any interest, penalties or additions to tax or additional amounts in
respect of the foregoing.



     “351 Control Group” means, such Person or Persons who immediately after the exchange
transaction set forth herein are in “control” (as defined in Section 368(c) of the Code) of the
Company within the meaning of Section 351(a) of the Code, as determined under applicable U.S.
federal income tax law.



     Section 8. Miscellaneous.



     8A. Transfer of Restricted Securities.



     (i) Restricted Securities are transferable only pursuant to (a) public offerings registered
under the Securities Act, (b) Rule 144 or Rule 144A under the Securities Act (or any similar



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rule or rules then in force) if such rule is available and (c) subject to the conditions
specified in Section 8A(ii) below, any other legally available means of transfer.



     (ii) In connection with the transfer of any Restricted Securities (other than a transfer
described in clause (a) or (b) of subsection (i) above), the holder thereof shall deliver written
notice to the Company describing in reasonable detail the transfer or proposed transfer, together
with an opinion of counsel which (to the Company’s reasonable satisfaction) is knowledgeable in
securities law matters to the effect that such transfer of Restricted Securities may be effected
without registration of such Restricted Securities under the Securities Act. In addition, if the
holder of the Restricted Securities delivers to the Company an opinion of counsel that no
subsequent transfer of such Restricted Securities shall require registration under the Securities
Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such
Restricted Securities which do not bear the Securities Act legend set forth in Section
8A(iv) below. If the Company is not required to deliver new certificates for such Restricted
Securities not bearing such legend, the holder thereof shall not transfer the same until the
prospective transferee has confirmed to the Company in writing its agreement to be bound by the
conditions contained in this Section 8A(ii) and Section 8A(iv).



     (iii) If any Restricted Securities become eligible for sale pursuant to Rule 144(k) under the
Securities Act (or any similar rule or rules then in force), the Company shall, upon the request of
the holder of such Restricted Securities, remove the legend set forth in Section 8A(iv)
from the certificates representing such Restricted Securities.



     (iv) Each certificate representing Restricted Securities shall be imprinted with a legend in
substantially the following form:




“The securities represented hereby have not been registered under
the Securities Act of 1933, as amended or any state securities or
blue sky laws and may not be transferred in the absence of
registration thereunder or an exemption therefrom.”



     8B. Tax Treatment. The parties agree that Stockholders’ transfer of the Cinemark
Common Stock to the Company in exchange for certain shares of the Holdings Common Stock together
with Syufy’s contribution of the Century Shares to the Company in exchange for certain shares of
the Holdings Common Stock is intended to qualify under Section 351(a) of the Code, and the parties
hereto agree to report such transaction consistent with such qualification. In such case, the
parties agree that they will take all reasonable measures to defend the position that such
transaction qualifies under Section 351(a) of the Code in any audit, examination, litigation or
other proceeding relating to taxes.



     8C. Consent to Amendments. Except as otherwise expressly provided herein, the
provisions of this Agreement may be amended and the Company may take any action herein prohibited,
or omit to perform any act herein required to be performed by it, only if the Company has obtained
the written consent of the Required Stockholders. No other course of dealing between the Company
and the holder of any Holdings Common Stock or any delay in exercising any rights hereunder or
under the Certificate of Incorporation shall operate as a waiver of any rights of any such holders.
For purposes of this Agreement, shares of Holdings Common Stock held by the Company or any
Subsidiaries shall not be deemed to be outstanding.



     8D. Survival of Representations and Warranties. All representations and warranties
contained herein or made in writing by any party in connection herewith shall survive the execution
and delivery of this Agreement and the consummation of the transactions contemplated hereby,
regardless of any investigation made by the Stockholders or on their behalf.



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     8E. Entire Agreement. Except as otherwise expressly set forth herein, this document
embodies the complete agreement and understanding among the parties hereto with respect to the
subject matter hereof and supersedes and preempts any prior understandings, agreements or
representations by or among the parties, written or oral, which may have related to the subject
matter hereof in any way.



     8F. Successors and Assigns. Except as otherwise expressly provided herein, all
covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto
shall bind and inure to the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not. In addition, and whether or not any express assignment has been made,
the provisions of this Agreement which are for the Stockholders’ benefit as a holder of Holdings
Common Stock are also for the benefit of, and enforceable by, any subsequent holder of such
Holdings Common Stock.



     8G. Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall
not affect the validity, legality or enforceability of any other provision of this Agreement in
such jurisdiction or affect the validity, legality or enforceability of any provision in any other
jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as
if such invalid, illegal or unenforceable provision had never been contained herein.



     8H. Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be an original and all of which taken together shall constitute one and the same
agreement.



     8I. Descriptive Headings; Interpretation. The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this Agreement.



     8J. Governing Law. All questions concerning the construction, validity, enforcement
and interpretation of this Agreement and the exhibits hereto shall be governed by the law of the
State of Delaware, without giving effect to any choice of law or conflict of law provisions or rule
(whether of the State of Delaware or any other jurisdiction) that would cause the laws of any
jurisdiction other than the State of Delaware to be applied.



     8K. No Strict Construction. The language used in this Agreement shall be deemed to be
the language chosen by the parties hereto to express their mutual intent, and no rule of strict
construction shall be applied against any party.



     8L. MUTUAL WAIVER OF JURY TRIAL. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR EACH OF
THE PARTIES TO ENTER INTO THIS AGREEMENT (WITH EACH PARTY HAVING HAD OPPORTUNITY TO CONSULT
COUNSEL), EACH PARTY HERETO EXPRESSLY AND IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY
LAWSUIT OR LEGAL PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREIN, AND ANY LAWSUIT OR LEGAL PROCEEDING RELATING TO OR ARISING IN ANY
WAY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN SHALL BE TRIED IN A COURT OF
COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.



     8M. Notices. Any notice provided for in this Agreement must be in writing and must be
personally delivered, sent by telecopy with original to follow by overnight courier service, by
first class mail (postage prepaid and return receipt requested) or reputable overnight courier
service (charges prepaid) to the recipient at the addresses indicated below or as indicated on
Schedule A attached hereto:



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Cinemark Holdings, Inc.

c/o Cinemark, Inc.

3900 Dallas Parkway, Suite 500

Plano, Texas 75093

Telecopier: (972) 665-1004

Attention: Chief Executive Officer



and



Madison Dearborn Capital Partners

Three First National Plaza, 38th Floor

Chicago, IL 60602

Telecopier: (312) 895-1056

Attention: Benjamin D. Chereskin

                 Vahe Dombalagian




     with copies (which will not constitute notice) to:


Cinemark, Inc.

3900 Dallas Parkway, Suite 500

Plano, Texas 75093

Telecopier: (972) 665-1004

Attention: Michael Cavalier



or to such other address or to the attention of such other Person as the recipient party has
specified by prior written notice to the sending party. Any notice under this Agreement shall be
deemed to have been given when so delivered or, if sent by telecopy the day of receipt, or if
mailed, three days after deposit in the U.S. mail (return receipt requested) and one day after
deposit with a reputable overnight courier service.




     8N. Irrevocability: Binding Effect on Successors and Assigns. Contributor hereby
acknowledges and agrees that, except as provided under applicable federal and state securities
laws, the subscription hereunder is irrevocable, that Contributor is not entitled to cancel,
terminate or revoke this Agreement or any agreements of Contributor hereunder, and that this
Agreement any and such other agreements shall survive the death or disability of Contributor and
shall be binding upon and inure to the benefit of the parties and their respective heirs,
executors, administrators, successors, legal representatives and permitted assigns. If Contributor
is more than one person, the obligations of Contributor hereunder shall be joint and several and
the agreements, representations, warranties and acknowledgments herein contained shall be deemed to
be made by and be binding upon each such person and his, her or its heirs, executors,
administrators, successors, legal representatives, and assigns.



     8O. Closing. This Agreement will take effect as a binding agreement between each
Stockholder and the Company as of the date hereof on the terms and conditions set forth herein, and
each Stockholder acknowledges and agrees that this Agreement creates a binding commitment to
consummate the transactions set forth in Section 1B above, and that the Company has entered
into the Purchase Agreement in reliance of such binding commitment. Notwithstanding the foregoing,
the provisions of this Agreement shall terminate and be of no further force and effect in the event
that the transactions contemplated in the Purchase Agreement are not consummated.



* * * * *




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     IN WITNESS WHEREOF, the parties hereto have executed this Contribution and Exchange
Agreement on the date first written above.



	 	 	 	 	 	 	 
	 	 	CINEMARK HOLDINGS, INC.	 	 
	 

	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 




[Signature Page to Contribution and Exchange Agreement]




 









 






     IN WITNESS WHEREOF, the parties hereto have executed this Contribution and Exchange Agreement
on the date first written above.



	 	 	 	 	 	 	 
	 	 	MADISON DEARBORN CAPITAL
PARTNERS IV, L.P.	 	 
	 

	 	 	 	 	 	 
	 

	 	By:
	 	Madison Dearborn Partners, IV L.P.,
its General Partner	 	 
	 

	 	 	 	 	 	 
	 

	 	By:
	 	Madison Dearborn Partners, LLC,	 	 
	 

	 	 	 	its General Partner	 	 
	 

	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 




[Signature Page to Contribution and Exchange Agreement]




 









 





     IN WITNESS WHEREOF, the parties hereto have executed this Contribution and Exchange Agreement
on the date first written above.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	THE MITCHELL SPECIAL TRUST	 	 
	 

	 	 	 	 	 	 	 	 
	 

Lee Roy Mitchell

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Lee Roy Mitchell, Trustee	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Gary D. Witherspoon, Trustee	 	 





[Signature Page to Contribution and Exchange Agreement]





 









 








     IN WITNESS WHEREOF, the parties hereto have executed this Contribution and Exchange Agreement
on the date first written above.



	 	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	Alan Stock	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	Timothy Warner	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	Robert Copple	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	Michael Cavalier	 	 





[Signature Page to Contribution and Exchange Agreement]





 









 








     IN WITNESS WHEREOF, the parties hereto have executed this Contribution and Exchange Agreement
on the date first written above.



	 	 	 	 	 	 	 
	 	 	NORTHWESTERN UNIVERSITY	 	 
	 

	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 




[Signature Page to Contribution and Exchange Agreement]





 









 








     IN WITNESS WHEREOF, the parties hereto have executed this Contribution and Exchange Agreement
on the date first written above.



	 	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	John Madigan	 	 







 









 








     IN WITNESS WHEREOF, the parties hereto have executed this Contribution and Exchange Agreement
on the date first written above.



	 	 	 	 	 	 	 
	 	 	K&E INVESTMENT PARTNERS, LLC - 2004-B DIF	 	 
	 

	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 




[Signature Page to Contribution and Exchange Agreement]





 









 








     IN WITNESS WHEREOF, the parties hereto have executed this Contribution and Exchange Agreement
on the date first written above.



	 	 	 	 	 	 	 
	 	 	PIOLA INVESTMENTS LTD.	 	 
	 

	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 




[Signature Page to Contribution and Exchange Agreement]




 









 





     IN WITNESS WHEREOF, the parties hereto have executed this Contribution and Exchange Agreement
on the date first written above.



	 	 	 	 	 	 	 
	 	 	QUADRANGLE CAPITAL PARTNERS LP	 	 
	 

	 	 	 	 	 	 
	 

	 	By: Quadrangle GP Investors LP	 	 
	 

	 	Its: General Partner	 	 
	 

	 	 	 	 	 	 
	 

	 	By: Quadrangle GP Investors, LLC	 	 
	 

	 	Its: General Partner	 	 
	 

	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	QUADRANGLE SELECT PARTNERS LP	 	 
	 

	 	 	 	 	 	 
	 

	 	By: Quadrangle GP Investors LP	 	 
	 

	 	Its: General Partner	 	 
	 

	 	 	 	 	 	 
	 

	 	By: Quadrangle GP Investors, LLC	 	 
	 

	 	Its: General Partner	 	 
	 

	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	QUADRANGLE CAPITAL PARTNERS A LP	 	 
	 

	 	 	 	 	 	 
	 

	 	By: Quadrangle GP Investors LP	 	 
	 

	 	Its: General Partner	 	 
	 

	 	 	 	 	 	 
	 

	 	By: Quadrangle GP Investors, LLC	 	 
	 

	 	Its: eneral Partner	 	 
	 

	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 




[Signature Page to Contribution and Exchange Agreement]




 









 





     IN WITNESS WHEREOF, the parties hereto have executed this Contribution and Exchange Agreement
on the date first written above.



	 	 	 	 	 	 	 
	 	 	QUADRANGLE (CINEMARK) 
CAPITAL PARTNERS LP	 	 
	 
	 	 	 	 	 	 
	 
	 	By:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Its: