SOUTHERN DISTRICT OF FLORIDA MIAMI DIVISION ......MIAMI DIVISION In re: CINEMEX USA REAL ESTATE...

09923-00001/12106982.1

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF FLORIDA

MIAMI DIVISION www.flsb.uscourts.gov

In re: CINEMEX USA REAL ESTATE Chapter 11 HOLDINGS, INC., CINEMEX HOLDINGS USA, INC., and CB Case No. 20-14695-LMI THEATER EXPERIENCE LLC,1 (Jointly Administered)

Debtors. /

DEBTORS’ EXPEDITED APPLICATION FOR AN ORDER AUTHORIZING EMPLOYMENT OF QUINN EMANUEL URQUHART & SULLIVAN, LLP AS

COUNSEL TO THE DEBTORS EFFECTIVE AS OF APRIL 25, 2020

The Debtors requires immediate representation in the instant chapter 11 cases. The Debtors have filed several first day motions, including motions for joint administration. The Debtors request that the Court set the instant application to retain Quinn Emanuel Urquhart & Sullivan, LLP as counsel simultaneously with its other first day motions.

Debtors-in-Possession, Cinemex USA Real Estate Holdings, Inc., Cinemex Holdings

USA, Inc., and CB Theater Experience LLC (collectively, the “Debtors” or “Cinemex”) file this

Expedited Application for an Order Authorizing Employment of Quinn Emanuel Urquhart &

Sullivan, LLP as Counsel to the Debtors Effective as of April 25, 2020 (“Application”) through

which they request the entry of an order, pursuant to 11 U.S.C. § 327(a), authorizing the

employment of Patricia B. Tomasco and the law firm of Quinn Emanuel Urquhart & Sullivan,

LLP (collectively, “Quinn Emanuel”), as counsel to the Debtors, and state:

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

follows: (1) Cinemex USA Real Estate Holdings, Inc. (2194); (2) Cinemex Holdings USA, Inc. (5502); and (3) CB Theater Experience LLC (0563). The address for the Debtors is 175 South West 7th Street, Suite 1108, Miami, Florida 33130.

Case 20-14695-LMI Doc 30 Filed 04/30/20 of 5

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1. On April 25, 2020 (“Petition Date”), Debtors Cinemex USA Real Estate

Holdings, Inc. and Cinemex Holdings USA, Inc., and on April 26, 2020, Debtor CB Theater

Experience LLC, commenced the instant cases upon the filing of voluntary petitions under

Chapter 11, title 11 of the United States Code in the United States Bankruptcy Court for the

Southern District of Florida.

2. The Debtors are operating their businesses and managing their assets as debtors in

possession pursuant to 11 U.S.C. §§ 107 and 1108.

3. The Debtors believe that it is in the best interest of the estates to retain Quinn

Emanuel as general counsel in this case.

4. Authorization to employ Quinn Emanuel is necessary to avoid immediate and

irreparable harm because the Debtors cannot appear without counsel, and Quinn Emanuel will

not appear for the Debtors without approval of its retention by this Court, under Bankruptcy

Rules 2014 and 6003.

5. The Debtors believe that the attorneys of Quinn Emanuel are qualified to practice

in this Court and are qualified to advise the Debtors on their relation with, and responsibilities to,

the creditors and other interested parties.

6. The professional services that Quinn Emanuel will render include, but are not

limited to, the following:

a. To advise the Debtors with respect to their responsibilities in complying

with the United States Trustee’s Guidelines and Reporting Requirements and with the

rules of the Court;

b. To prepare pleadings, motions, orders, applications, adversary

proceedings, and other legal documents necessary in the administration of these cases;


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c. To protect the interests of the Debtors in all matters pending before the

Court; and

d. To represent the Debtors in negotiations with their creditors and in the

preparation and confirmation of a plan.

7. Quinn Emanuel has substantial experience in bankruptcy cases before bankruptcy

courts throughout the country, and is well qualified to act as counsel for the Debtors. To the best

of the Debtors’ knowledge, except as disclosed in the Declaration of Patricia B. Tomasco in

Support of the Debtors’ Application for Order Authorizing Employment of Patricia B. Tomasco

as Counsel for the Debtors (“Tomasco Declaration”), Quinn Emanuel has no connection with the

creditors or other parties in interest or their respective attorneys. As set forth in the Declaration,

to the best knowledge of Tomasco, Quinn Emanuel does not hold any interest adverse to the

Debtors.

8. Attached to this Application is the Tomasco Declaration containing a verified

statement as required under Rule 2014 of the Federal Rules of Bankruptcy Procedure and

demonstrating that under these circumstances, Quinn Emanuel is disinterested as required by §

327(a) of the Bankruptcy Code.

9. Quinn Emanuel was retained pre-petition by the Debtors and received a retainer

of $800,000.00 from Grupo Cinemex, S.A. de C.V., the majority shareholder of Debtor Cinemex

Holdings USA, Inc., and the retainer was applied to pre-petition fees as set forth below.

10. Quinn Emanuel incurred fees in connection with litigation previously pending in

the Southern District of Texas and in preparation for the filing of Debtors’ Chapter 11

bankruptcy petitions through April 24, 2020, in the amount of $741,567.03, which amount was

applied to the retainer provided. On April 27, 2020, Quinn Emanuel forwarded $50,000.00 to


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Bast Amron LLP as a retainer for legal work as co-counsel for the Debtors. Quinn Emanuel

currently holds a retainer in the amount of $8,432.97 as of the Petition Date.

11. Quinn Emanuel will apply for compensation and reimbursement of costs,

pursuant to §§ 330 and 331 of the Bankruptcy Code, at its ordinary rates, as they may be adjusted

from time to time, for services rendered and costs incurred on behalf of the Debtors.

WHEREFORE, the Debtors respectfully requests that the Court (i) enter an order

approving the Debtors’ employment of Quinn Emanuel as counsel to the Debtors effective as of

April 25, 2020; and (ii) granting any other relief as this Court deems appropriate.

Respectfully submitted this 30th day of April, 2020.

QUINN EMANUEL URQUHART & SULLIVAN, LLP Patricia B. Tomasco 711 Louisiana Street, Suite 500 Houston, Texas 77002 Telephone: 713-221-7000 Facsimile: 713-221-7100 Email: [email protected] By: /s/ Patricia B. Tomasco Patricia B. Tomasco (admitted pro hac

vice) -and- Eric Winston (admitted pro hac vice) 865 S. Figueroa Street, 10th Floor Los Angeles, California 90017 Telephone: 213-443-3000 Facsimile: 213-443-3100 Email: [email protected] -and-


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Juan P. Morillo (FBN 135933) 1300 I Street, NW, Suite 900 Washington, D.C. 20005 Telephone: 202-538-8000 Facsimile: 202-538-8100 Email: [email protected] -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: [email protected] Email: [email protected] PROPOSED COUNSEL FOR CINEMEX

USA REAL ESTATE HOLDINGS, INC., CINEMEX HOLDINGS USA, INC., and CB THEATER EXPERIENCE LLC


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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)

/

DECLARATION OF PATRICIA B. TOMASCO IN SUPPORT OF THE DEBTORS’ EXPEDITED APPLICATION FOR AN ORDER AUTHORIZING EMPLOYMENT OF QUINN EMANUEL URQUHART & SULLIVAN, LLP

AS COUNSEL TO THE DEBTORS EFFECTIVE AS OF APRIL 25, 2020

Patricia B. Tomasco makes this Declaration pursuant to 28 U.S.C. § 1746, and states:

1. I am an attorney and partner of the law firm of Quinn Emanuel Urquhart & Sullivan,

LLC (“Quinn Emanuel” or the “Firm”). Quinn Emanuel maintains offices in 10 U.S. cities and 14

international cities, including the office at 711 Louisiana, Suite 500, Houston, Texas 77002. The

Firm’s telephone number in Houston is 713-221-7000 and the facsimile number is 713-221-7100.

I am familiar with the matters set forth herein and make this Declaration in Support of the Debtors’

Expedited Application for an Order Authorizing Employment of Quinn Emanuel Urquhart &

Sullivan, LLP as Counsel to the Debtors Effective as of April 25, 2020 (“Application”).

2. In support of the Application, I disclose the following:

1 The Debtors in these cases and the last four digits of each Debtor’s federal tax identification number are as follows: (1) Cinemex USA Real Estate Holdings, Inc. (2194); (2) Cinemex Holdings USA, Inc. (5502); and (3) CB Theater Experience, LLC (0563). The address for the Debtors is 175 South West 7th Street, Suite 1108, Miami, Florida 33030.

Case 20-14695-LMI Doc 30-1 Filed 04/30/20 Page 1 of 13

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a. Unless otherwise stated, this Declaration is based upon facts of which I

have personal knowledge.

b. In preparing this Declaration, I have reviewed the list of all creditors and

equity security holders of the Debtors provided to us by the Debtors. Quinn Emanuel maintains

a computerized conflicts system and the following entities (“Potential Parties-in-Interest”) are

listed on the attached Schedule 1.

c. The Firm may represent other affiliates of creditors whose identities and

affiliation did not show up on the conflicts system. Further, the Firm based its review of its

conflicts system on entities whom the Debtors identified as creditors. It is possible that there are

creditors whom the Debtors did not identify in their records that are clients of the Firm.

d. The Firm currently represents entities or affiliates of entities that may have

direct or individual claims or interests against the Debtors that are listed on the attached Schedule

2. The Firm’s ongoing representation of the Schedule 2 entities do not involve or relate to the

Debtors or these cases.

3. Quinn Emanuel’s client and adverse party conflicts system is comprised of records

regularly maintained in the ordinary course of business by Quinn Emanuel and it is the regular

practice of Quinn Emanuel to make and maintain these records. The system reflects entries that

are noted at the time the information becomes known by persons whose regular duties include

recording and maintaining this information.

4. Quinn Emanuel is not a creditor, equity security holder or an insider, and does not

hold an interest materially adverse to the Debtors and is a “disinterested person” within the scope

and meaning of section 101(14) of the Bankruptcy Code. Except as stated herein, Quinn Emanuel

does not hold or represent an interest adverse to the Debtors’ estates.


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5. Subject to Court approval, the Firm proposes to provide legal services to Debtors

at the rate approved by the Court in compliance with sections 327(a), 328(a) and 1103(a) of the

Bankruptcy Code. The Debtors believe that the services rendered by the Firm will not

unnecessarily duplicate those rendered by any other professional retained by Debtors. Unless

otherwise stated in this declaration, I have personal knowledge of the facts set forth herein. To the

extent any of the information disclosed herein requires amendments or modifications upon the

Firm’s completion of further review or as additional information becomes available to the Firm, a

supplemental declaration will be submitted reflecting such amended or modified information.

6. In conjunction with Debtors’ retention of the Firm, I directed a search of the Firm’s

conflicts system for each of Debtors’ creditors, equity security holders and affiliates (Potential

Parties in Interest), which are listed on the attached Schedule 1.

7. The Firm may represent other affiliates of creditors whose identities and affiliation

did not show up on the conflicts system. Further, the Firm based its review of its conflicts system

on entities whom Debtors identified as creditors, equity security holders and affiliates. It is

possible that there are creditors whom Debtors did not identify in their records that are clients of

the Firm. The following summarizes the findings gleaned from my review of the information

available on the Firm’s conflicts system of current clients of the Firm and affiliates of current

clients of the Firm that are also creditors of Debtors, former clients of the Firm that are also

creditors of Debtors, and my and the Firm’s connections with Debtors and its current and former

officers, directors, and professionals.

A. Current Clients of the Firm That Are Creditors; Representation on Unrelated Matters

8. The Firm currently represents entities or affiliates of entities that may have direct

or individual claims or interests against Debtors that are listed on the attached Schedule 2. Except


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as noted on Schedule 2, the Firm’s ongoing representation of the Schedule 2 entities do not involve

or relate to Debtors or this case.

B. Current and Former Clients of the Firm That Are Creditors of Debtors; Representation in These Chapter 11 Cases

9. The Firm also currently represents creditors and affiliates of creditors of Debtors as

reflected on Schedule 2. Furthermore, the Firm previously represented, but does not currently

represent other creditors or affiliates of creditors of Debtors as reflected on Schedule 2. Such

representation will not impact Quinn Emanuel’s ability to fulfill its obligations as counsel to

Debtors as allowed by 11 U.S.C. § 327(a).

10. None of the preceding current clients individually represents more than 1% of the

Firm’s annual revenues. Because there is often a lag time between when work for a client ceases

and the actual closing of a matter on the conflicts system, as used herein, the term “former client”

refers to clients for whom the last activity at the Firm was more than 12 months prior to the date

hereof.

C. Quinn Emanuel’s Payment History with the Debtor

11. On April 24, 2020, Quinn Emanuel received a retainer in the amount of

$800,000.00 from Grupo Cinemex, S.A. de C.V., the majority shareholder of Debtor Cinemex

Holdings USA, Inc. for services rendered in connection with pending litigation in the Southern

District of Texas as well as preparation for a chapter 11 filing of certain entities. On that same

day, Quinn Emanuel drew down $741,567.03 for the prepetition legal fees incurred. On April 27,

2020, Quinn Emanuel forwarded $50,000.00 to Bast Amron LLP as a retainer for prospective legal

work as co-counsel for the Debtors in connection with these cases. Quinn Emanuel currently holds

a retainer in the amount of $8,432.97 as of the Petition Date.


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D. Statement Regarding U.S. Trustee Guidelines

12. The Firm shall apply for compensation for professional services rendered and

reimbursement of expenses incurred in connection with its representation of Debtors in this chapter

11 case in compliance with sections 330 and 331 of the Bankruptcy Code and applicable provisions

of the Bankruptcy Rules, Bankruptcy Local Rules, and any other applicable procedures and orders

of the Court. The Firm also intends to make a reasonable effort to comply with the U.S. Trustee’s

requests for information and additional disclosures as set forth in the Guidelines for Reviewing

Applications for Compensation and Reimbursement of Expenses Filed Under 11 § U.S.C. 330 by

Attorneys in Larger Chapter 11 Cases Effective as of November 1, 2013 (“U.S. Trustee Fee

Guidelines”) both in connection with this Application as well as the fee applications that may be

filed by the Firm in connection with the representation of Debtors.

E. Attorney Statement Pursuant to U.S. Trustee Fee Guidelines

13. The following is provided in response to the request for additional information set

forth in Paragraph D.1 of the U.S. Trustee Fee Guidelines:

Question: Did the Firm agree to any variations from, or alternatives to, the Firm’s standard billing arrangements for this engagement?

Answer: No. The Firm and Debtors have not agreed to any variations from, or

alternatives to, the Firm’s standard billing arrangements for this engagement. The rate structure provided by the Firm is appropriate and is non-significantly different from (a) the rates that the Firm charges for other non-bankruptcy representatives, or (b) the rates of other comparably skilled professionals.

Question: Do any of the Firm’s professionals in this engagement vary their rate based

on the geographical location of Debtors chapter 11 case? Answer: No. The hourly rates used by the Firm in representing Debtors are

consistent with the rates that the Firm charges other comparable chapter 11 clients, regardless of the location of the chapter 11 case.


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Question: If the Firm has represented Debtors in the 12 months prepetition, disclose the Firm’s billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If the Firm’s billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference.

Answer: Quinn Emanuel was first retained by Debtors on April 5, 2020. Quinn

Emanuel’s fees are determined on the basis of time billed at hourly rates. The Firm’s hourly rates vary with the experience and seniority of its attorneys and paralegals, and are adjusted on January 1 of each year. The 2020 hourly rates for Quinn Emanuel’s attorneys range from $625.00 to $1,595.00.

Question: Has Debtors approved the Firm’s budget and staffing plan, and if so, for

what budget period? Answer: Debtors has not approved a budget and staffing plan for Quinn Emanuel. I declare under penalty of perjury that the foregoing is true and correct. Executed this 30th day of April, 2020. /s/ Patricia B. Tomasco Patricia B. Tomasco


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SCHEDULE 1

COMPANY DEBTORS CB Theater Experience, LLC Cinemex USA Enterprises, LLC Cinemex USA Real Estate Holdings, Inc. U.S. ATTORNEY'S OFFICE (SOUTHERN DISTRICT OF FLORIDA) Ariana Fajardo Orshan U.S. TRUSTEE (SOUTHERN DISTRICT OF FLORIDA) Guy A. Van Baalen Adisley M. Cortez-Rodriquez Heidi A. Feinman Ariel Rodriquez Steven D. Schneiderman Zana M. Scarlett U.S. BANKRUPTCY JUDGES AND STAFF (SOUTHERN DISTRICT OF FLORIDA) Judge Laurel M. Isicoff Emily Maza Emily Stone Noemi Sanabria Judge A. Jay Cristol Jennifer Rolph Cheryl Kaplan Susan Gutierrez Judge Scott M. Grossman Edy Gomez Judge Paul G. Hyman, Jr. Erin M. Hoskins Christina Romero Judge Erik P. Kimball Dawn Leonard Judge Robert A. Mark Marcy Gatell Corinne Aftimos Jackie Antillon Judge Mindy A. Mora


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Tara Trevorrow Nicole McLemore Maria Romaguera Serfaty CREDITORS AND AFFILIATES 1025 W Addison Street Apartments ACS Enterprises AL Dept. of Revenue AmEx Banco Santander (México) S.A. BBVA Bancomer, S.A. Boutique Bowling Brickell City Centre Retail, LLC Buena Vista Pictures Distribution Carlyle/Cypress Leesburg, LLC Casto-Oakbridge Venture, Ltd. CB Theater Experience, LLC CDITech Cinemas Lumiere SA DE C.V. Cinemas Lumiere SA DE CV Cinematec Cinemex AD, LLC Cinemex Desorrollos, S.A. DE C.V. Cinemex Holdings USA, Inc. Cinemex Masaryk, S.A. DE C.V. Cinemex MD, LLC Cinemex Morelia, S.A. DE C.V. Cinemex San Antonio, S.A. DE C.V. Cinemex Toluca II, S.A. DE C.V. Cinemex USA Enterprises, LLC Cinemex USA Real Estate Holdings, Inc. Cinemex WTC, S.A. DE C.V. Cinionic, Inc. Circuito Estrellas De Oro, S.A. DE C.V. City Wide of Metro Atlanta Cityplace Doral Management Closter Market Place (EBA), LLC Cobb Lakeside, LLC ComEd Comprehensive Energy Services Inc.


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Countryside Mall, LLC Creative Realities, Inc. Daytona Beach Property Holding D-Box USA, Inc. Dell EMC Dell Financial Services Deloitte Dolphin Mall Associates LLC Edison Properties, LLC Edward Don & Company Entertainment Supply & Technologies, LLC Entretenimiento CSC S.A. DE C.V. Entreternimiento Alterno S.A. DE EPR Properties - Tuscaloosa Fathom Events Florida Power & Light Focus Features Fuqua BCDC Peachtree Corners Futa Gensler Architecture Design and Planning P.C. GLL BVK Properties Grande Rotunda, LLC Group 1200 Media Grupo Cinemex, S.A. DE C.V. Grupo Vino Por Ti HSBC México, S.A. IMAX Corporation Innovative Elevator, Inc. iStar, Inc. Joe G. Tedder Tax Collector Leon County Tax Collector Leon Farmer & Co Liberty Center LLC Lions Gate Entertainment Mango Rojo S.A. DE C.V. Merchant ID Charges (Vantiv) US Merchant Relationship Management Merritt Square Realty, LLC Mishorim Gold Properties, LP Mmcinemas Sun Mall, S.A. DE C.V. Moac Mall Holdings, LLC


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National Retail Properties, LP NCR NCR Corporation Neon Rated, LLC NWWP, LP Old Orchard Urban, LP Operadora de Cinemas, S.A. DE C.V. Operadora Moliere, S.A. DE C.V. Paramount Paramount Theatrical Distribut Phoenix Diversified Group, Inc. Procam Systems Proctor Companies RCG-Gulf Shores, LLC Revere Meat Company Ritelite Signs Inc. Royal Paper Corporation RP Plaza Retail and Theatre, L Sabcapital, S.A. De C.V. Scotiabank Inverlat, S.A. Serviuno, S.A. De C.V. Serviuo, S.A. DE C.V. Shopcore Properties, LP Simon Capital GP Smart Pricer Solaris Commercial Owner, LLC Sony Sony Pictures Releasing Southgate Plaza, LLC Stein, Joshua PLLC STX Filmworks, Inc. Suta Teatro Polanco, S.A. DE C.V. The Graham Companies TM Stony Point Park, L.P. TM Wellington Green Mall, LP Trony S. De R.L. De C.V. Twin Shores Management, LLC Universal Film Exchanges US Foods


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VA Dept. of Revenue VCC, LLC Vistar Vistar Corporation - Dallas Warner Brothers Distributing, Inc. Wheeling Commercial Development Windstream Windstream Communications WS Tampa Owner, LLC


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SCHEDULE 2

COMPANY RELATIONSHIP AmEx Current client in unrelated matters BBVA Bancomer, S.A. Affiliate of current client in unrelated matters Carlyle/Cypress Leesburg, LLC The Carlyle Group is a current client (if

related) Dell EMC EMC Corporation is a former client (if

related) Dell Financial Services Dell Inc. was a former client. Deloitte Former client Edison Properties, LLC Edison Capital is a former client (if related)

and Edison S.P.A. is a current client Fuqua BCDC Peachtree Corners Peachtree Financial Solutions is a former

client (if related) Gensler Architecture Design and Planning P.C.

M. Arthur Gensler Jr. & Associates is a former client (if related)

Grupo Cinemex, S.A. de C.V. This entity appears in the conflicts system as a current client but is not currently retained as a client.

HSBC México, S.A. Affiliate of current client in capacity as trustee only

IMAX Corporation Former client Lions Gate Entertainment Affiliate of current clients Neon Rated, LLC Neon Enterprises Software is a former client

(if related) Paramount Paramount Pictures is a former client (if

related) Paramount Theatrical Distribut Paramount Pictures is a former client (if

related) RCG-Gulf Shores, LLC RCG Tapestry LLC, RCG Halifax Fund, Ltd,

RCG AAA, LLC, and Ramius Capital Group, LLC are former clients (if related)

Scotiabank Inverlat, S.A. Former client Sony Current client in unrelated matters Sony Pictures Releasing Sony Pictures Entertainment, Inc. is a former

client (if related) STX Filmworks, Inc. STX Corporation is a former client (if related) The Graham Companies Graham Holdings is a former client (if

related)


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Universal Film Exchanges Universal Television and Universal City Studios are open clients (if related); Universal Pictures, NBC Universal, and Universal Pictures Subscription Television are former clients (if related)

Warner Brothers Distributing, Inc. Warner Bros. Entertainment, Time Warner Cable, and Warner Music Group, are current clients (if related) in unrelated matters that are in the process of concluding


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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)

/

ORDER GRANTING THE DEBTORS’ EXPEDITED APPLICATION FOR AN ORDER AUTHORIZING EMPLOYMENT OF QUINN EMANUEL URQUHART & SULLIVAN,

LLP AS COUNSEL TO THE DEBTORS EFFECTIVE AS OF APRIL 25, 2020

THIS MATTER came before the Court on , 2020 at a.m./p.m.,

upon the Debtors’ Expedited Application for an Order Authorizing Employment of Quinn

Emanuel Urquhart & Sullivan, LLP as Co-Counsel to the Debtors Effective as of April 25, 2020

(“Application”). The Court, having reviewed the Application and the supporting documents

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

follows: (1) Cinemex USA Real Estate Holdings, Inc. (2194); (2) Cinemex Holdings USA, Inc. (5502); and (3) CB Theater Experience, LLC (0563). The address for the Debtors is 175 South West 7th Street, Suite 1108, Miami, Florida 33030.


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thereto, and finding that it has jurisdiction over the matter pursuant to 28 U.S.C. § 1334, that the

Application was properly filed and served, that this is a core proceeding pursuant to 28 U.S.C §

157(b). It is hereby

ORDERED, ADJUDGED, AND DECREED that Cinemex USA Real Estate Holdings,

Inc., Cinemex Holdings USA, Inc., and CB Theater Experience, LLC (collectively, the “Debtors”

or “Cinemex”) shall be, and is hereby, authorized to employ Quinn Emanuel Urquhart & Sullivan,

LLP as bankruptcy counsel upon the terms and conditions set forth in the Application; it is further

ORDERED that Quinn Emanuel Urquhart & Sullivan, LLP shall apply for compensation

for professional services rendered and reimbursement of expenses in accordance with the

procedures set forth in sections 330 and 331 of the Bankruptcy Code, applicable provisions of the

Bankruptcy Rules, Local Rules, the Complex Case Procedures, the U.S. Trustee Guidelines, and

any fee and expense guidelines of this Court. Quinn Emanuel Urquhart & Sullivan, LLP also

intends to make a reasonable effort to comply with the U.S. Trustee’s request for information and

additional disclosures as set forth in the Guidelines for Reviewing Application for Compensation

and Reimbursement of Expenses under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases

Effective November 1, 2013, both in connection with the Application and the fee applications to

be filed by Quinn Emanuel Urquhart & Sullivan, LLP. Quinn Emanuel Urquhart & Sullivan, LLP

will use its best effort to avoid any duplication of services provided by any of Cinemex’s other

chapter 11 professionals in these chapter 11 cases; it is further

ORDERED that Quinn Emanuel Urquhart & Sullivan, LLP shall not charge a markup to

Cinemex with respect to fees billed by contract attorneys or title review professionals

(“Contractors”) who are hired by Quinn Emanuel Urquhart & Sullivan, LLP to provide services to

Cinemex and shall ensure that any such Contractors that are attorneys are subject to conflict checks


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and disclosures in accordance with the requirements of the Bankruptcy Code and Bankruptcy

Rules; it is further

ORDERED that to the extent the Application, the Tomasco Declaration, or the First Day

Declaration is inconsistent with this Order, the terms of this Order shall govern; it is further

ORDERED that notwithstanding anything to the contrary in the Application, Quinn

Emanuel Urquhart & Sullivan, LLP shall not be entitled to reimbursement for fees and expenses

incurred in connection with any objection to its fees absent further order of this Court; it is further

ORDERED that Quinn Emanuel Urquhart & Sullivan, LLP shall provide ten business days’

notice to the Debtors, the U.S. Trustee, and any official committee before any increases in the rates

set forth in the Application are implemented and shall file such notice with the Court. The U.S.

Trustee retains all rights to objection to any rate increase in accordance with the reasonableness

standard set forth in section 330 of the Bankruptcy Code, and the Court retains the right to review

any rate increase pursuant to section 330 of the Bankruptcy Code; it is further

ORDERED that, to the extent that the Debtors wish to expand the scope of Quinn Emanuel

Urquhart & Sullivan, LLP’s services beyond those services set forth in the Engagement Letter or

this Order, the Debtors shall be required to seek further approval from this Court; it is further

ORDERED that Quinn Emanuel Urquhart & Sullivan, LLP will review its files periodically

during the pendency of these chapter 11 cases to ensure that no conflicts or other disqualifying

circumstances exist or arise. If any new relevant facts or relationships are discovered or arise,

Quinn Emanuel Urquhart & Sullivan, LLP will use reasonable efforts to identify such further

developments and will promptly file a supplemental declaration, as required by Fed. R. Bankr. P.

2014(a); it is further


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ORDERED that the terms and conditions of this Order shall be immediately effective and

enforceable upon its entry; it is further

ORDERED that this Court shall retain jurisdiction with respect to all matters arising from

or relating to the interpretation or implementation of this Order.

# # #


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Submitted By:

Patricia B. Tomasco Quinn Emanuel Urquhart & Sullivan, LLP 711 Louisiana, Suite 500 Houston, Texas 77002 Telephone: 713-221-7100 Email: [email protected] -and- Jeffrey Bast Bast Amron LLP One Southwest Third Avenue Suite 1400 Miami, Florida 33131 Telephone: 305-379-7904 Email: [email protected] Copies to: Attorney Jeffrey Bast, who shall serve a copy of this order on all interested parties and file a certificate of service reflecting same.


SOUTHERN DISTRICT OF FLORIDA MIAMI DIVISION ......MIAMI DIVISION In re: CINEMEX USA REAL ESTATE...

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