UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF FLORIDA

MIAMI DIVISION

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

AMENDED MOTION OF CREATIVE REALITIES, INC. FOR ALLOWANCE OF ADMINISTRATIVE EXPENSE CLAIM

Creative Realities, Inc. (“CRI”), by and through its undersigned counsel, hereby requests

the entry of an order, pursuant to 11 U.S.C. § 503(b)(9), allowing CRI an administrative expense

claim in the amount of $481,298.06. In support of its Amended Motion, CRI states as follows:

JURISDICTION AND VENUE

1. On April 25, 2020, debtors Cinemex Real Estate Holdings, Inc. (“Cinemex Real Estate”)

and Cinemex Holdings USA, Inc. (“Cinemex Holdings”) filed voluntary petitions for relief under

Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). Debtor CB Theater

Experience, LLC (together with Cinemex Real Estate and Cinemex Holdings, “Debtors”) filed a

petition for Chapter 11 relief the following day, on April 26, 2020 (together with other filings on

April 25, 2020, the “Petition Date”).

2. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. §157 and §1334(b).

This matter is a core proceeding pursuant to 28 U.S.C. §157(b)(2)(A) and (B). Venue is proper in

this District pursuant to 28 U.S.C. §1408 and §1409. The statutory predicate for the relief sought

herein is 11 U.S.C. 503(b)(9).

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BACKGROUND

3. CRI supplies digital video, signage and audio equipment to movie theaters. Debtors are in

the business of owning movie theaters. CRI and Debtors have had an on-going, growing business

relationship for approximately three years. On August 20, 2019, CRI and Debtors entered into a

contract under which Debtors1 agreed to buy a great deal of state-of-the-art video, signage and

audio equipment from CRI (collectively the “Goods”) to be installed at one of Debtors’ theaters

located at 1027 West Addison Street, Chicago, Illinois 60613. The equipment would serve all of

the theater’s displays and audio needs. Given its lengthy nature, a description of that equipment

is contained in the Declaration of Will Logan at ¶ 2, attached as Exhibit A. On January 31, 2020,

Debtors and CRI entered into a change order. The net change was a reduction in purchase price,

bringing the total aggregate value of the Goods to $502,741.66 before taxes. With taxes, the total

aggregate value of the Goods is $533,913.15. See Logan Declaration at ¶ 3, Exhibit A.

4. In the twenty (20) days preceding the Petition Date, Debtors received approximately ninety

percent (90%) of the value of the Goods (the “Received Goods”) that CRI sold to them in the

ordinary course of Debtors’ theater business. Declaration of Will Logan at ¶3. The total aggregate

value of the Received Goods, including taxes, is $481,298.06. Declaration of Will Logan at ¶3.

A portion of the Received Goods were dropped shipped to the Wrigleyville Theater on April 14,

2020. Declaration of Christopher “Topher” Vessels at ¶ 3. Remaining portions of the Received

Goods were delivered on April 21, 2020 to the Wrigleyville Theater and installed on April 21, 22,

23 and 24, 2020. Id.

5. As of the date of this Motion, CRI has not received payment for the Received Goods.

1 All three Debtors have included CRI as one of their 20 Largest Creditors. See DN 02 Case Nos. 20-14695-LMI, 20-14696-LMI and 20-14699-LMI, respectively.

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RELIEF REQUESTED

6. CRI respectfully requests that this Court allow CRI’s administrative expense claim in the

amount of $481,298.06 for the Goods pursuant to section 503(b)(9) of the Bankruptcy Code.

7. Section 503(b)(9) provides, in pertinent part:

After notice and a hearing, there shall be allowed, administrative expenses . . . [for] the value of any goods received by the debtor within 20 days before the date of commencement of a case under this title in which the goods have been sold to the debtor in the ordinary course of such debtor’s business.

8. Debtors received the Goods, valued at $481,298.06 within the 20 days prior to the Petition

Date, as evidenced by the Declarations of Mr. Logan and Mr. Vessels, attached as Exhibits A and

B.

9. CRI sold the Goods to Debtors in the ordinary course of Debtors’ business but has not

received payment from Debtors for the Goods. Accordingly, CRI is entitled to an allowed

administrative expense against Debtors in the aggregate amount of $481,298.06.

10. CRI, according to the Debtors’ schedules, has a claim against the respective bankruptcy

estates in the amount of $638,622.21. It agrees to adjust this amount by its administrative expense

claim if this Court approves of the same. CRI reserves its right to assert claims against Debtors

for amounts not contemplated by this Motion or allowed by the Court pursuant to §503(b)(9),

including to adjust the amount of its unsecured claim that the Debtors listed in their schedules as

$638,622.21. Fed. R. Bankr. P. 3003.

WHEREFORE, Creative Realities, Inc. respectfully requests that the Court enter an order

that (i) allows Creative Realities, Inc.’s administrative expense claim in the amount of $481,298.06

pursuant to §503(b)(9) of the Bankruptcy Code, (ii) directs the immediate payment of this sum to

CRI in accordance with the debtors’ Chapter 11 Plan for payment of ordinary course administrative

expense claims, and (iii) grants such other and further relief as may be just and proper.

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Respectfully submitted, /s/ Timothy M. Hartley Timothy M. Hartley Florida Bar No. 979066 Hartley Law Offices, PLC 12 Southeast Seventh Street, Suite 610 Fort Lauderdale, FL 33301 U.S.A. Telephone: 954-357-9973 hartley@hartleylaw.net

CERTIFICATE OF SERVICE

I hereby certify that a true and correct copy the foregoing Motion was served on September 23, 2020 though the Court’s CM/ECF system which sent automatic notices of electronic filing to all parties indicated on the electronic filing receipt.

/s/ Timothy M. Hartley Counsel for Creative Realities, Inc.

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Exhibit “A”

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF FLORIDA

MIAMI DIVISION

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

DECLARATION OF WILL LOGAN

Pursuant to 28 U.S.C. §1746, I, Will Logan, hereby make of my own personal knowledge

the following statement:

1. I am employed by Creative Realities, Inc. (“CRI”) as its Chief Financial Officer.

2. As a part of an on-going and growing business relationship with the above-listed

bankruptcy debtors, CRI agreed to deliver certain digital video, signage and audio equipment (the

“System”) to the debtors at their movie theater to be located at 1027 West Addison Street, Chicago,

Illinois 60613. This particular system included the following:

a. For the bar area – fourteen (14) sixty-five-inch (65”) display monitors rated for extended

operation and four (4) ceiling-mounted DMB support frames for mounting the displays;

b. For the lounge – an LED wall display, approximately twenty-four feet (24’) in length and

all the required video processing and scaling equipment, fiber transceivers and optic fiber

cabling;

c. Movie Poster Screens – six Samsung QM55H 4K UHD video display monitors, six

dedicated OFE media players, and required bracketing equipment;

d. Entry Hall Displays – four (4) fifty-five-inch (55”) video displays for the entry hall, four

OFE media displays rated for 24/7 operation, and mounting brackets;

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e. Triple-Monitor Ticketing Displays – nine (9) fifty-five-inch (55”) monitors rated for 24/7

operation, three (3) OFE media players and three (3) mounting brackets;

f. Bar/Lounge Wall Displays – four (4) eighty-six-inch (86”) display monitors rated for 24/7

operation; four (4) mounting brackets with tilt features and four (4) OFE media players;

g. An Audio Distribution System – this consists of a BSS Blu-100 DSB matrix mixer and

multi-output expander, sixty eight (68) JBL pendant style speakers, fourteen (14) JB

pendant style subwoofer speakers, ten (10) JBL Control 26CT flush mount ceiling speakers

and three (3) Crown DCi Series power amplifiers;

h. A Master Control Center – this consists of three (3) Middle Atlantic 44 RU equipment

cabinets ganged together with locking Plexiglas front doors; a Crestron Pro 3 Series

Control System; a Crestron DM-NVX-350C based system configured to accommodate 19

inputs (OFE media players and /or DSS receivers) and 24 outputs (displays); a Crestron

160-point DM-XIO-DIR-160 network appliance; a PoE Network Switch; a Crestron 15.6”

Master control touch panel; a Crestron 10.1” User touch panel; a Rack-mounted HD

monitor with keyboard and trackpad; a thermostatic control system; a UPS Power Backup

System; and miscellaneous ancillary equipment (CPU, transceivers, adapters, hardware,

etc.); and

i. All video and audio data network cabling – excluding only internet cabling.

3. The original cost of the System and its delivery was over $700,000. On January 31, 2020,

a Change Order was put in place that added two (2) additional eighty-six-inch (86”) displays and

mounts for the lounge and four seventy-five-inch (75”) Bar Cubby displays and mounts. At the

same time, a second LED wall was removed from the order. As a result, the value of the System

– before taxes – was reduced to $502,741.66. A copy of the Change Order reflecting these sums

is attached as Exhibit 1. Including taxes, the value of the delivered System was $533,913.15.

4. CRI delivered twenty percent of the value of the System before April 5, 2020. CRI

delivered approximately ninety percent (90%) of the value of the System within twenty-days prior

to April 25, 2020. The total aggregate value of the System delivered within that twenty-day period,

including taxes is $481,298.06. Debtors have not paid CRI for the System.

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Creative Realities | 13100 Magisterial Dr. Louisville KY 40223 | (502) 791 8800 / www.cri.com

Quote: OP – CMX - Wrigleyville – Change Order

13100 Magisterial Dr Suite 100 Louisville, KY 40223

Change OrderPhone: 502-791-8800

Date: January 31st, 2020 Sales Rep:

John Kiefner

Customer: CMX Phone:

Contact: Alejandro Muhech Email: john.kiefner@cri.com

Reference: CMX - Wrigleyville – Change Order

Adding

• (2) additional 86” lounge displays, mounts programming, distribution

• (4) 5” Bar Cubby Displays, mounts programming, distribution

Removing

• 2.5 MM direct view LED wall

Description/Scope Status Total

Original Proposal Approved $718,909.64

Lounge – (2) additional 86” displays, mounts, programming, distribution Pending Approval $11,097.70

(4) 75” Bar Cubby displays, mounts, programming, distribution Pending Approval $9,253.32

Nanolumens LED Wall (credit) Pending Approval ($236,519.00)

Total difference ($216,167.98)

Total $502,741.66

*Plus Taxes, Shipping & Handling

Approval

Name (Please Print) _________________________________________

Title _________________________________________

Company Name _________________________________________

PO Number _________________________________________

Payment Terms 50% due upon acceptance. 50% due upon delivery.

Signature _________________________________________

Date _________________________________________

By signing you: Affirm that you are an authorized representative of your company. Authorize Creative Realities to proceed with scope with the understanding that costs may be

incurred on your behalf. Accept the payment terms. Agree to provide a fully executed Purchase Order reflecting this estimate. Acknowledge and understand that failure to sign the approval or provide a PO may result in a delay of rendering services which could delay or impact project deadlines.

*Taxes and freight are not included unless otherwise noted.

VP Design and constructionAlejandro Muhech

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Exhibit “B”

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Transaction Number:74700710

Customer Information

CREATIVE REALITIES13100 MAGISTERIALDR STE 100LOUISVILLE, KY 402235185 USA(502)791-8800

Account # 39CC8Q00NRA # 4844Driver(s) MICHAEL TRZINSKI

Vehicle Information

Unit #: 9267728Vehicle Type 26FT SAD

MEDIUM VANYear/Make/Model2018

INTERNATIONA4300

Max Payload 9737License Weight 25999LicenseState/Tag

IN 2633403

License Exp.Date

03/31/2021

Rented WithDamage

NO

Mileage Out 102897Fuel Out 16/16Returned WithDamage

NO

Mileage In 103234Fuel In 16/16

Travel Scope INTERSTATE

NO HAZARDOUS MATERIAL

From: Penske Truck RentalTo: Will LoganSubject: Penske Contract - Check-In 74700710Date: Tuesday, September 22, 2020 1:08:37 PM

CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless yourecognize the sender and know the content is safe.

Penske

Dear CREATIVE REALITIES,Thank you for choosing Penske Truck Rental. Outlined below are the details of thevehicle you recently dropped off.

This is not a bill.

Exhibit 1 to Vessels Declaration

Case 20-14695-LMI Doc 616 Filed 09/25/20 Page 13 of 16

BEING TRANSPORTED

Actual Pick-Up: 04/20/20 at 8:30AMPENSKE LOUISVILLE EAST 2100 STANLEY GAULT PKWY LOUISVILLE , KY 40223 (502)736-8090Get Directions

Actual Drop-Off:04/21/20 at 2:34PMHOME DEPOT #1961 BUCKTOW2570 N ELSTON AVE CHICAGO , IL 60647 (773)489-4980Get Directions

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2675 Morgantown Road Reading PA 19607 USA | gopenske.com

Rental Locations

Rental Items

Vehicle26' One Way Van $0.00

Towing and Supplies

HAND TRUCK ONEWAY RENTAL (1 EA @ $0.00) $0.00

Rental Total $0.00

Overall Total $0.00

Billing InformationPO #Billing Cycle WeeklyRemit To: PENSKE TRUCK LEASING CO.,L.P. - P.O.BOX 802577 CHICAGO

IL60680-2577USA

Exhibit 1 to Vessels Declaration

Case 20-14695-LMI Doc 616 Filed 09/25/20 Page 14 of 16

Exhibit 1 to Vessels Declaration

Case 20-14695-LMI Doc 616 Filed 09/25/20 Page 15 of 16

Exhibit 2 to Vessels Declaration

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