Stock Contribution And Exchange Agreement

EXHIBIT 10.2 EXECUTION COPY STOCK CONTRIBUTION AND EXCHANGE AGREEMENT THIS STOCK CONTRIBUTION AND EXCHANGE AGREEMENT (this " Agreement" ) is made as of August 7, 2006, by and between Cinemark Holdings, Inc., a Delaware corporation (the " Company" ), Cinemark, Inc., a Delaware corporation (" Cinemark" ), Syufy Enterprises, LP, a California limited partnership (" Contributor" ) and Century Theatres Holdings, LLC, a California limited liability company, a wholly owned Subsidiary of Contributor (" CTH" ). Capitalized terms used but not otherwise defined herein or in the Stockholders Agreement (as defined below) shall have the meanings set forth in Section 9 hereof. WHEREAS, the Company, Contributor and 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, Contributor, 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 all of the outstanding stock of Century other than the Rollover Shares; 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 Contributor 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 Contributor and will then will be dissolved pursuant to the Beverly-Killea Limited Liability Company Act, as amended, immediately after which Contributor will own all of the Century Shares; WHEREAS, in connection with the transactions contemplated by the Purchase Agreement, pursuant to this Agreement, Contributor will contribute 1,723,891 Century Shares (the " Rollover Shares" ) in exchange for 3,388,466 shares of Class A Common Stock of the Company (" Company Shares" ), and, pursuant to the Cinemark Contribution Agreement, the stockholders of Cinemark will contribute all of their shares of capital stock of Cinemark to the Company in exchange for shares of Class A Common Stock, par value $.001 per share of the Company (the " Class A Common Stock" ); and WHEREAS, the parties hereto desire that the Contribution Transaction (as defined below) qualify as a transaction under Section 351 of the Internal Revenue Code. NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the parties hereto agree as follows: Section 1. Issuance of Company Shares . Immediately prior to the consummation of the Closing, the Company shall authorize the issuance to Contributor of 3,388,466 shares of the Company' s Class A Common Stock, in exchange for all of Contributor' s right, title and interest in the Rollover Shares. Section 2. Subscription . Contributor hereby irrevocably subscribes for the Company Shares upon the consummation of the Closing and accepts the Company Shares on the terms and conditions set forth herein and in the 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, the " Stockholders Agreement" ). Contributor agrees, as a condition to the effectiveness of this Agreement and the issuance of the Company Shares hereunder, to deliver counterpart signature pages to, and to be bound by the terms of, the


Stockholders Agreement. By execution hereof, Contributor acknowledges that the Company is relying upon the accuracy and completeness of the representations of Contributor contained herein in complying with its obligations under applicable securities laws. Section 3. Contribution Transaction . Upon the consummation of the Closing, subject to the terms and conditions set forth herein, Contributor shall contribute to the Company all of such Contributor' s right, title and interest in the Rollover Shares and the Company shall issue the Company Shares to Contributor in exchange (the " Contribution Transaction" ). The Contribution Transaction is intended to qualify as a transaction under Section 351 of the Internal Revenue Code. Contributor shall deliver to the Company the certificate or certificates representing the Rollover Shares held by Contributor, duly endorsed or accompanied by duly executed assignment documents. The Company shall issue the certificates representing the Company Shares in the name of Contributor. Section 4. Conditions to Closing of Contribution Transaction . (a) Conditions to Obligations of Each Party . The respective obligations of each party to consummate the closing of the Contribution Transaction is conditioned upon the occurrence of the Closing under the Purchase Agreement, and the Contribution Transaction shall occur simultaneously with the Closing under the Purchase Agreement. (b) Conditions to Obligations of Contributor . Contributor' s obligation to consummate the Contribution Transaction is conditioned upon the representations and warranties of Cinemark and the Company set forth in Section 7 that are qualified by materiality or Company Material Adverse Effect being true and correct in all respects and the representations and warranties of Cinemark and the Company set forth in Section 7 that are not qualified by materiality or Company Material Adverse Effect being true and correct in all material respects, in each case as of the date hereof (except for those representations and warranties made only as of a certain date, which shall remain true and correct in all material respects as of such date) and as of the Closing as if the Closing Date were substituted for the date of this Agreement throughout such representations and warranties assuming that the transactions under this Agreement and the Purchase Agreement have not been consummated, and the Company and Cinemark shall deliver a certificate to Contributor to such effect at the Closing. (c) Conditions to Obligations of the Company . The Company' s obligation to consummate the Contribution Transaction is conditioned upon the representations and warranties of the Contributor set forth in Section 8 being true and correct in all material respects, in each case as of the date hereof and as of the Closing as if the Closing Date (except for those representations and warranties made only as of a certain date, which shall remain true and correct in all material respects as of such date) were substituted for the date of this Agreement throughout such representations and warranties assuming that the transactions under this Agreement and the Purchase Agreement have not been consummated and Contributor shall deliver a certificate to the Company to such effect at the Closing. Section 5. Restrictions on Transfers . The Company Shares (and any securities issued with respect to the Company Shares 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 6. Pledge of Shares . Contributor' s indemnification obligations under Article IX of the Purchase Agreement shall be secured by a pledge to the Company of 1,694,233 of the Company Shares held by Contributor; and in connection therewith, Contributor shall enter into a pledge agreement in the form of Exhibit A attached hereto at the closing of the Contribution Transaction. The Company shall hold each certificate representing the pledged Company Shares owned by Contributor

2


until such time as such shares represented by such certificates are released from the pledge to the Company. The pledge of the Company Shares shall in no manner limit or restrict the Company' s right to seek indemnification from Contributor directly, in addition to or in lieu of exercising its rights in connection with the pledge of Company Shares. Section 7. Representations and Warranties of Cinemark and the Company . As a material inducement to Contributor to enter into this Agreement and acquire the Company Shares, Cinemark and the Company hereby represent and warrant to Contributor that: (a) Organization, Good Standing and Qualification . Each of the Company, Cinemark and the Company' s Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite legal capacity, power and authority, including all corporate power and authority, to own, operate and lease its properties and assets, to carry on its business as now conducted and, with respect to the Company and Cinemark, to enter into and perform its obligations under this Agreement and to consummate the Contribution Transaction. Each of the Company, Cinemark and Cinemark' s Subsidiaries is duly qualified to transact business and is in good standing in each jurisdiction in which the ownership or use of the properties owned by it, or the nature of the activities conducted by it, requires such qualification, except where the failure to so qualify has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. Each of the Company and Cinemark has delivered to Contributor complete and correct copies of its respective Governing Documents of the Company and Cinemark (as amended to date). Neither the Company nor Cinemark or any of its Subsidiaries is in default under or in violation of its Governing Documents. (b) Authorization; Enforceability . This Agreement and the consummation of the Contribution Transaction have been duly authorized by all requisite corporate action by the Company and Cinemark, and each of the Company and Cinemark has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder. Except as set forth on Schedule 7(b) , no approval of the Company' s or Cinemark' s stockholders is required in connection with the performance by the Company or Cinemark of its obligations under this Agreement. This Agreement has been duly executed and delivered by the Company and Cinemark, and assuming due authorization, execution and delivery by Contributor of this Agreement, this Agreement constitutes the valid and legally binding obligation of the Company and Cinemark, enforceable against the Company and Cinemark in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. (c) Non-Contravention . The execution, delivery and performance by the Company and Cinemark of this Agreement and the consummation of the Contribution Transaction will not: (a) violate, conflict with or result in the breach of any provision of the Governing Documents of the Company, Cinemark or any of Cinemark' s Subsidiaries; (b) assuming all Governmental Authorizations required under the HSR Act have been obtained, made or expired, conflict with or violate any Law, Governmental Order or Governmental Authorization applicable to the Company, Cinemark or any of Cinemark' s Subsidiaries or any of their respective assets or properties; or (c), except as set forth on Schedule 7(c) , violate, conflict with, result in a breach of any provision of, constitute a default under, result in the termination, or in a right of termination or cancellation, of, accelerate the performance required by, result in the triggering of any payment or other material obligations pursuant to, result in the creation of any Lien on any of the properties of the Company, Cinemark or Cinemark' s Subsidiaries under, or result in being declared void, voidable, or without further binding effect, any of the terms, conditions or provisions of, any material Contract to which the Company, Cinemark or Cinemark' s

3


Subsidiaries is a party, or by which the Company, Cinemark or Cinemark' s Subsidiaries, or any of their respective properties, is bound or affected. (d) Capitalization and Voting Rights . As of the Closing (after giving effect to the Contribution Transaction), the entire authorized capital of the Company will consist of (i) 40,000,000 shares of the Class A Common Stock, of which 31,284,782 shares are issued and outstanding (not including the Company Shares) and (ii) 5,000,000 shares of Preferred Stock, par value $.001 per share (the " Preferred Stock" ), none of which will be issued and outstanding. As of the Closing, all of the issued and outstanding shares of Class A Common Stock will be beneficially owned and held of record as set forth on Schedule 7(d) attached hereto, free and clear of all Liens, restrictions on voting rights, purchase options, calls, preemptive rights or similar third party rights on sale or restrictions on transfer (other than restrictions imposed by applicable securities Laws). As of the Closing, the issued and outstanding shares of Class A Common Stock will be duly authorized and validly issued, fully paid and nonassessable, issued in accordance with the registration or qualification provisions of the Securities Act and any relevant Laws, or pursuant to valid exemptions therefrom, and are not, and were not at the date of issuance, subject to preemptive rights created by Law, Governing Documents or any Contract. Except as set forth on Schedule 7(d) , as of the Closing, there will not be outstanding any options, warrants, rights (including conversion, subscription, purchase, exchange or preemptive rights) or agreements or commitments for the purchase or acquisition from or issuance by the Company of any shares of its capital stock or any securities or obligations convertible or exchangeable into or exercisable for any securities of the Company, and no securities, Contracts or instruments evidencing such rights are authorized, issued or outstanding. Except as set forth on Schedule 7(d) , as of the Closing, the Company is not and, to the Knowledge of the Company, no stockholder of the Company is, a party or subject to any Contract, proxy or understanding, and there will be no Contract, proxy or understanding which affects or relates to the voting or giving of written consents with respect to any security of the Company. Except for the Registration Agreement, as of the Closing, the Company will not be under any contractual or other obligation to register any of its presently outstanding securities. Except as set forth on Schedule 7(d) , as of the Closing, there will be no rights of first refusal, co-sale rights or registration rights (including with respect to sales and resales thereof) granted by the Company with respect to its capital stock. Except as set forth on Schedule 7(d) , as of the Closing, there will be no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. (e) Subsidiaries . Neither the Company nor Cinemark presently owns or controls, directly or indirectly, any interest in any other corporation, joint venture, limited liability company, partnership, association, or other business entity except for Cinemark' s Subsidiaries set forth on Schedule 7(e) , which sets forth each such Subsidiary, together with its respective jurisdiction of organization, the authorized, issued and outstanding stock or equity interests of each Subsidiary, the name of, and amounts held by, each holder thereof. All of the issued and outstanding shares of stock or equity interests of each Subsidiary are duly authorized and validly issued, fully paid and nonassessable and are owned by Cinemark or another Subsidiary. Except as set forth on Schedule 7(e) , neither the Company nor Cinemark or any of Cinemark' s Subsidiaries owns or holds the right to acquire any shares of stock or any other interest in any other Person or has any agreement or commitment to purchase such shares or interest. Except as set forth on Schedule 7(e) , there are no outstanding options, warrants, rights (including conversion, subscription, purchase, exchange or preemptive rights) or agreements or commitments for the purchase or acquisition from any Subsidiary of any shares of its capital stock or equity interests or any securities or obligations convertible or exchangeable into or exercisable for any securities of any Subsidiary (now, in the future or upon the occurrence of any contingency), and no securities, Contracts or instruments evidencing such rights are authorized, issued or outstanding. No Subsidiary is a party or subject to any Contract, proxy or understanding which affects or relates to the voting or giving of written consents with respect to any security of such Subsidiary. Except as set forth on Schedule 7(e) , there are no rights of first refusal, co-sale rights or registration rights (including with respect to sales and resales

4


thereof) granted by any of Cinemark' s Subsidiaries with respect to its capital stock or equity interests. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to any of the Cinemark' s Subsidiaries. (f) Litigation . Except as disclosed on Schedule 7(f) , there are no Actions pending or, to the Knowledge of the Company, threatened, against the Company that could reasonably be expected to involve payments or result in damages to the Company in excess of $100,000 and (x) that are not fully insured or (y) for which the Company has not established reserves against its full liability under its self insured retention program. To the Knowledge of the Company, there are no material Actions pending or threatened against any Subsidiary. The Company is not subject to any outstanding Governmental Order, other than the consent decree entered into in 2004 between Cinemark USA, Inc. and the Department of Justice relating to wheelchair locations under the Americans with Disabilities Act. (g) Financial Statements . Cinemark has made available to Contributor true and complete copies of (a) its consolidated audited balance sheets, statements of income, statements of shareholders' equity and statements of cash flows at and for the fiscal years ended December 31, 2004 and December 31, 2005; and (b) an unaudited consolidated balance sheet of the Company and its Subsid ...