S-4

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 15, 2005.

REGISTRATION NO. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	7832	48-1281416
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

711 Fifth Avenue

New York, New York 10022

Telephone: (646) 521-6000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

John J. Walker

Senior Vice President and Chief Financial Officer

711 Fifth Avenue

New York, New York 10022

Telephone: (646) 521-6000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

with copies to:

Michael Politi Senior Vice President and General Counsel 711 Fifth Avenue New York, New York 10022 Telephone: (646) 521-6000 Jane D. Goldstein Ropes & Gray LLP One International Place Boston, MA 02110-2624 (617) 951-7000

Approximate date of commencement of proposed sale to the public:    As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount To be Registered (1)	Proposed Maximum Offering Price Per Unit (1)	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee
9% Senior Subordinated Notes due 2014	$315,000,000	100%	$315,000,000	$37,076
Guarantees of 9% Senior Subordinated Notes due 2014	$315,000,000	(2)	(2)	None (2)

(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457 (f)(1) under the Securities Act of 1933, as amended (the “Securities Act”).

(2) Pursuant to Rule 457(n) under the Securities Act, no registration fee is required with respect to the guarantees.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in its Charter	State of Other Jurisdiction of Incorporation or Organization	Primary Standard Industry Classification Code Number	I.R.S. Employer Identification No.
Loews Citywalk Theatre Corporation	CA	7832	95-4760311
S&J Theatres, Inc.	CA	7832	95-4464380
Loews Bristol Cinemas, Inc.	CT	7832	13-3471807
Loews Connecticut Cinemas, Inc.	CT	7832	13-3590839
Downtown Boston Cinemas, LLC	DE	7832	13-4085511
Farmers Cinemas, Inc.	DE	7832	13-3684442
Gateway Cinemas, LLC	DE	7832	N/A
Kips Bay Cinemas, Inc.	DE	7832	13-3281502
LCE AcquisitionSub, Inc.	DE	7832	N/A
LCE Mexican Holdings, Inc.	DE	7832	20-1386585
Lewisville Cinemas, LLC	DE	7832	13-4088749
Loeks Acquisition Corp.	DE	7832	56-2284652
Loews Akron Cinemas, Inc.	DE	7832	13-3281322
Loews Arlington Cinemas, Inc.	DE	7832	13-3281336
Loews Bay Terrace Cinemas, Inc.	DE	7832	13-3281288
Loews Berea Cinemas, Inc.	DE	7832	13-3281329
Loews Cineplex International Holdings, Inc.	DE	7832	51-0382751
Loews Cineplex Theatres, Inc.	DE	7832	13-3386485
Loews Cineplex Theatres Holdco, Inc.	DE	7832	48-1281425
Loews Cineplex U.S. Callco, LLC	DE	7832	N/A
Loews Garden State Cinemas, LLC	DE	7832	20-1252363
Loews Greenwood Cinemas, Inc.	DE	7832	13-2773641
Loews North Versailles Cinemas, LLC	DE	7832	13-4085637
Loews Plainville Cinemas, LLC	DE	7832	13-4085634
Loews Stonybrook Cinemas, Inc.	DE	7832	13-3281343
Loews Theatre Management Corp.	DE	7832	13-3274097
Loews Theatres Clearing Corp.	DE	7832	13-3370286
Loews USA Cinemas Inc.	DE	7832	13-3556697
Loews Vestal Cinemas, Inc.	DE	7832	13-3281331
Loews Washington Cinemas, Inc.	DE	7832	13-3467662
LTM New York, Inc.	DE	7832	13-3406600
LTM Turkish Holdings, Inc.	DE	7832	13-4104481
Methuen Cinemas, LLC	DE	7832	13-4089322
Ohio Cinemas, LLC	DE	7832	13-4089320
Plitt Southern Theatres, Inc.	DE	7832	95-3273303
Plitt Theatres, Inc.	DE	7832	36-2794628
Poli-New England Theatres, Inc.	DE	7832	13-1175325
Richmond Mall Cinemas, LLC	DE	7832	13-4085599
RKO Century Warner Theatres, Inc.	DE	7832	11-2562412
Springfield Cinemas, LLC	DE	7832	13-4089319
Star Theatres of Michigan, Inc.	DE	7832	13-3481311
Star Theatres, Inc.	DE	7832	13-3627222
The Walter Reade Organization, Inc.	DE	7832	21-0734851
Theater Holdings, Inc.	DE	7832	04-2930979
U.S.A. Cinemas, Inc.	DE	7832	04-2901102
Waterfront Cinemas, LLC	DE	7832	13-4157670
Crestwood Cinemas, Inc.	IL	7832	22-3014768
Illinois Cinemas, Inc.	IL	7832	13-4043068
Loews Chicago Cinemas, Inc.	IL	7832	13-3488800
Loews Merrillville Cinemas, Inc.	IL	7832	22-3017546

Exact Name of Registrant as Specified in its Charter	State of Other Jurisdiction of Incorporation or Organization	Primary Standard Industry Classification Code Number	I.R.S. Employer Identification No.
Loews Piper’s Theatres, Inc.	IL	7832	22-2974621
Loews Rolling Meadows Cinemas, Inc.	IL	7832	13-3585995
North Star Cinemas, Inc.	IL	7832	13-4094675
Rosemont Cinemas, Inc.	IL	7832	13-4043071
Skokie Cinemas, Inc.	IL	7832	13-4140178
South Holland Cinemas, Inc.	IL	7832	13-4121863
Webster Chicago Cinemas, Inc.	IL	7832	36-4081404
Woodfield Cinemas, Inc.	IL	7832	13-4043072
Woodridge Cinemas, Inc.	IL	7832	22-3014787
Loews Century Mall Cinemas, Inc.	IN	7832	13-3029435
Loews Cherry Tree Mall Cinemas, Inc.	IN	7832	13-3029433
Loews Lafayette Cinemas, Inc.	IN	7832	13-2939482
Fall River Cinema, Inc.	MA	7832	04-2803831
Liberty Tree Cinema Corp.	MA	7832	04-3269280
Loews Cheri Cinemas, Inc.	MA	7832	22-2995955
Loews Fresh Pond Cinemas, Inc.	MA	7832	13-3594484
Nickelodeon Boston, Inc.	MA	7832	04-2647784
Sack Theatres, Inc.	MA	7832	04-2897798
Loews Baltimore Cinemas, Inc.	MD	7832	13-3484502
Loews Centerpark Cinemas, Inc.	MD	7832	13-3548688
Loeks-Star Partners	MI	7832	38-3296264
Brick Plaza Cinemas, Inc.	NJ	7832	22-1909532
Jersey Garden Cinemas, Inc.	NJ	7832	22-2118660
Loews East Hanover Cinemas, Inc.	NJ	7832	13-3467668
Loews Freehold Mall Cinemas, Inc.	NJ	7832	22-3000622
Loews Meadowland Cinemas 8, Inc.	NJ	7832	13-3361946
Loews Meadowland Cinemas, Inc.	NJ	7832	13-3091215
Loews Mountainside Cinemas, Inc.	NJ	7832	13-3642143
Loews New Jersey Cinemas, Inc.	NJ	7832	13-1820779
Loews Newark Cinemas, Inc.	NJ	7832	13-3567035
Loews Ridgefield Park Cinemas, Inc.	NJ	7832	13-3352926
Loews Toms River Cinemas, Inc.	NJ	7832	13-3411449
Loews West Long Branch Cinemas, Inc.	NJ	7832	13-3590512
Loews-Hartz Music Makers Theatres, Inc.	NJ	7832	13-3370285
Music Makers Theatres, Inc.	NJ	7832	22-1863281
New Brunswick Cinemas, Inc.	NJ	7832	22-2117486
Parsippany Theatre Corp.	NJ	7832	13-6169369
Red Bank Theatre Corporation	NJ	7832	22-2229129
White Marsh Cinemas, Inc.	NJ	7832	13-3604226
71st & 3rd Ave. Corp.	NY	7832	13-1968815
Crescent Advertising Corporation	NY	7832	16-1172849
Eton Amusement Corporation	NY	7832	13-0686045
Forty-Second Street Cinemas, Inc.	NY	7832	13-3179361
Hawthorne Amusement Corporation	NY	7832	13-0829712
Hinsdale Amusement Corporation	NY	7832	13-1841984
Lance Theatre Corporation	NY	7832	13-0943435
Loews Astor Plaza, Inc.	NY	7832	13-2780041
Loews Boulevard Cinemas, Inc.	NY	7832	13-0980716
Loews Broadway Cinemas, Inc.	NY	7832	06-1160202
Loew’s California Theatres, Inc.	NY	7832	13-0873262
Loews Crystal Run Cinemas, Inc.	NY	7832	22-3014776

Exact Name of Registrant as Specified in its Charter	State of Other Jurisdiction of Incorporation or Organization	Primary Standard Industry Classification Code Number	I.R.S. Employer Identification No.
Loews East Village Cinemas, Inc.	NY	7832	13-3472867
Loews Elmwood Cinemas, Inc.	NY	7832	13-2991181
Loews Levittown Cinemas, Inc.	NY	7832	13-3143446
Loews Lincoln Theatre Holding Corp.	NY	7832	13-1684091
Loews Orpheum Cinemas, Inc.	NY	7832	13-3556932
Loews Palisades Center Cinemas, Inc.	NY	7832	13-3467560
Loews Roosevelt Field Cinemas, Inc.	NY	7832	13-3411450
Loews Trylon Theatre, Inc.	NY	7832	13-2991180
Parkchester Amusement Corporation	NY	7832	13-1150623
Putnam Theatrical Corporation	NY	7832	13-1189932
Talent Booking Agency, Inc.	NY	7832	13-6155797
Thirty-Fourth Street Cinemas, Inc.	NY	7832	13-3036478
Loews Richmond Mall Cinemas, Inc.	OH	7832	13-3188106
Mid-States Theatres, Inc.	OH	7832	31-0851111
Loews Montgomery Cinemas, Inc.	PA	7832	22-2929019
Stroud Mall Cinemas, Inc.	PA	7832	22-2217247
Cityplace Cinemas, Inc	TX	7832	13-3465138
Fountain Cinemas, Inc.	TX	7832	13-3399128
Loews Arlington West Cinemas, Inc.	TX	7832	13-3166737
Loews Deauville North Cinemas, Inc.	TX	7832	13-3202133
Loews Fort Worth Cinemas, Inc.	TX	7832	13-3360654
Loews Houston Cinemas, Inc.	TX	7832	13-0980750
Loews Lincoln Plaza Cinemas, Inc.	TX	7832	13-3048437
Loews Cineplex Entertainment Gift Card Corporation	VA	7832	81-0629627
Loews Pentagon City Cinemas, Inc.	VA	7832	22-2929006

The address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices is: c/o Loews Cineplex Entertainment Corporation, 711 Fifth Avenue, New York, New York 10022, Telephone: (646) 521-6000

The name, address, including zip code and telephone number, including area code, of agent for service for each of the Additional Registrants is:

Michael Politi

Senior Vice President and General Counsel

711 Fifth Avenue

New York, New York 10022

Telephone: (646) 521-6000

The information in this preliminary prospectus is not complete and may be changed. We may not complete the exchange offer until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 15, 2005.

Prospectus

Loews Cineplex Entertainment Corporation

Offer to Exchange

$315,000,000 principal amount of our 9% Senior Subordinated Notes due 2014, which have been registered under the Securities Act, for any and all of our outstanding 9% Senior Subordinated Notes due 2014.

We are offering to exchange all of our 9% Senior Subordinated Notes due 2014, which we refer to as the outstanding notes, for our registered 9% Senior Subordinated Notes due 2014, which we refer to as exchange notes, which are described herein. The terms of the exchange notes are identical to the terms of the outstanding notes except that the exchange notes have been registered under the Securities Act of 1933, and therefore, are freely transferable. We will pay interest on the notes at the rate of 9% per year. Interest on the notes will be payable on February 1 and August 1 of each year, beginning on February 1, 2005. The notes will mature on August 1, 2014.

We may redeem some or all of the notes at any time prior to August 1, 2009 at a price equal to 100% of the principal amount plus accrued and unpaid interest plus a “make-whole” premium. Thereafter, we may redeem some or all of the notes at any time at the redemption prices set forth herein. In addition, prior to August 1, 2007, we may redeem up to 35% of the notes from the proceeds of certain equity offerings. The redemption prices are discussed under the caption “Description of Senior Subordinated Notes—Optional Redemption.”

The principal features of the exchange offer are as follows:

• The exchange offer expires at 5:00 p.m., New York City time, on                     , 2005, unless extended.

• We will exchange all outstanding notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer.

• You may withdraw tendered outstanding notes at any time prior to the expiration of the exchange offer.

• The exchange of outstanding notes for exchange notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes.

• We will not receive any proceeds from the exchange offer.

• We do not intend to apply for listing of the exchange notes on any securities exchange or automated quotation system.

Broker-dealers receiving exchange notes in exchange for outstanding notes acquired for their own account through market-making or other trading activities must deliver a prospectus in any resale of the exchange notes.

Investing in the notes involves risks. See “ Risk Factors” beginning on page 14.

Neither the U.S. Securities and Exchange Commission nor any other federal or state agency has approved or disapproved of these securities to be distributed in the exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2005

Each broker-dealer that receives the exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal delivered with this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealers as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 180 days following the effective date of the registration statement, of which this prospectus is a part, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

TABLE OF CONTENTS

	Page
SUMMARY	1
THE EXCHANGE OFFER	3
SUMMARY HISTORICAL AND PRO FORMA FINANCIAL AND OPERATING DATA	9
RISK FACTORS	14
MARKET AND INDUSTRY INFORMATION	29
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	29
THE TRANSACTIONS	31
THE EXCHANGE OFFER	32
USE OF PROCEEDS	39
CAPITALIZATION	40
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS	41
SELECTED HISTORICAL FINANCIAL AND OPERATING DATA	45
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	50
BUSINESS	68
MANAGEMENT	78
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	85
PRINCIPAL STOCKHOLDERS	88
DESCRIPTION OF SENIOR SECURED CREDIT FACILITY	90
DESCRIPTION OF THE EXCHANGE NOTES	94
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES	150
PLAN OF DISTRIBUTION	155
LEGAL MATTERS	156
EXPERTS	156
WHERE YOU CAN FIND MORE INFORMATION	156
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1
FORM OF TRANSFEREE LETTER OF REPRESENTATION	A-1

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SUMMARY

The following summary contains basic information about this offering. It likely does not contain all of the information that is important to you. Before you make an investment decision, you should review this prospectus in its entirety, including the risk factors, our financial statements and the related notes and the pro forma financial data appearing elsewhere in this prospectus. Financial data which is “attributable” is presented to include our wholly owned U.S. and Mexican operations, 100% of the results of operations of our Magic Johnson Theatres joint venture, the portion of the results of operations of our other joint ventures in the U.S., South Korea and Spain equal to the interests owned by us, and certain other adjustments, as described in “Summary Historical and Pro Forma Financial and Operating Data.” In this prospectus references to “we,” “us,” “our,” the “company” or “Loews” refer to Loews Cineplex Entertainment Corporation and its subsidiaries after giving effect to the transactions described in this prospectus and in particular after the sale of our Canadian and German operations, and including our Mexican operations, unless we expressly state otherwise or the context otherwise requires. Unless otherwise noted references to “market share” refer to share of aggregate box office revenue in the relevant market for calendar year 2004. Unless otherwise noted, our market share data, number of theatres and number of screens represent our total circuit, including all the theatres and screens owned by our joint ventures in the U.S., South Korea and Spain and owned by our subsidiaries.

Loews Cineplex Entertainment Corporation

Overview

We are one of the world’s leading film exhibition companies. As of December 31, 2004, we owned, operated or had an interest in 2,218 screens in 201 theatres in the U.S., Mexico, South Korea and Spain. The majority of our theatres are concentrated in major metropolitan markets where we have a strong market position. We operate through subsidiaries and joint ventures in these markets. We believe our concentration in major metropolitan markets results in several competitive advantages, including high attendance per screen, strategic importance to film studios and advertisers, low susceptibility to competitive building and scale efficiencies in operations and marketing. We have the number one market share in New York City and Mexico City and the number two market share in Seoul, which are the second, third and fourth most populous metropolitan areas in the world. We also believe that our theatre portfolio is comprised of some of the most modern, high quality and profitable theatre assets in the industry, due to recent theatre rationalization and an extensive asset upgrade.

In the U.S., we operate 131 theatres with 1,440 screens in 18 states and the District of Columbia. We have the number one market share in the New York, Chicago and Detroit metropolitan areas, the number two market share in the Boston and Seattle metropolitan areas and a significant market presence in Washington, D.C., Baltimore, San Francisco and Los Angeles. Approximately 70% of our U.S. theatres are located within the top 10 designated market areas, or DMAs, which are important to film studios, real estate developers and advertisers. We operate theatres in the U.S. under the Loews Theatres, Cineplex Odeon, Star Theatres, Magic Johnson Theatres and Universal Cineplex names.

In Mexico, we operate 37 theatres with 413 screens under the Cinemex name primarily located in the Mexico City Metropolitan Area, or MCMA, through Grupo Cinemex, S.A. de C.V., or Cinemex. Cinemex has the number one market share in the MCMA with an estimated 48% of box office revenue in 2004.

In South Korea, we have a 50% joint venture interest in Megabox Cineplex, Inc., or Megabox, the third largest South Korean film exhibitor based on attendance. Megabox operates seven modern theatres with 66 screens including the COEX theatre in Seoul, which drew 6.2 million patrons in both 2003 and 2004 and which we believe was the highest theatre attendance in the world. In Spain, we have a 50% joint venture interest in Yelmo Cineplex, S.L., or Yelmo, which operates Spain’s largest film exhibitor based on attendance, with 299 screens in 26 theatres. Yelmo’s theatres are located in key urban markets in Spain, including Madrid and Barcelona.

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Our Industry

Film exhibition companies are the primary distribution channel for new movie releases. We believe that theatrical exhibition is the key driver of a movie’s success, as box office performance is generally the most important factor in establishing a film’s value in downstream revenue markets, such as DVD/video, video-on-demand/pay-per-view, cable/broadcast television and merchandising. Film exhibition companies generate revenues from box office ticket sales, concession sales to patrons and ancillary revenues from on-screen and off-screen advertising, online ticket sales, sponsorships and promotions.

The U.S. film exhibition industry has a history of long-term box office revenue growth, increasing at a compound annual rate of 6.1% from 1973 to 2004. Since the introduction of modern multiplex theatres in 1995, U.S. box office revenue grew at a compound annual rate of 6.3% to $9.5 billion in 2004. The long term growth in box office revenue has been driven by a combination of increases in attendance and ticket prices. Box office revenue has grown at higher rates in our international markets. Box office revenue in Mexico, South Korea and Spain grew at compound annual rates of 24.3%, 17.7% and 12.6% from 1995 to 2004. The growth of global industry revenues has been largely resilient to periods of overall economic weakness and to the introduction of new home entertainment technologies, including DVD/video and video-on-demand/pay-per-view.

The Transactions

On July 30, 2004, LCE Holdings, Inc., a company formed by investment funds affiliated with Bain Capital Partners, LLC, or Bain Capital, The Carlyle Group and Spectrum Equity Investors, which we refer to as our Sponsors, acquired 100% of the capital stock of our company and, indirectly, Cinemex for an aggregate purchase price of approximately $1.5 billion. The purchase of our company and Cinemex was financed with borrowings by Loews under a senior secured credit facility, the issuance of the outstanding notes and cash equity investments by the Sponsors. Prior to the closing, we sold all of our Canadian and German film exhibition operations to our former investors, who indemnified us for certain potential liabilities in connection with those sales.

We refer to the cash investment by the Sponsors into LCE Holdings, Inc. and the acquisition of all of our outstanding stock by LCE Holdings, Inc., the financing under our senior secured credit facility, the offering of the outstanding notes, the sale of our Canadian and German film exhibition operations, the purchase of Cinemex, and the payment of all related fees and expenses collectively as the “Transactions.” The Transactions do not include our refinancing of the Cinemex term loan facility and entering into of a new Cinemex revolving loan facility.

Corporate Information

We were originally incorporated under the name LCEC Corp. in the State of Delaware in October 2002. Our principal executive offices are located at 711 Fifth Avenue, New York, New York 10022. Our telephone number is (646) 521-6000. Our website address is www.enjoytheshow.com. The information on our website does not constitute part of this prospectus.

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THE EXCHANGE OFFER

On July 30, 2004, we completed an offering of $315 million in aggregate principal amount of 9% Senior Subordinated Notes due 2014, which was exempt from registration under the Securities Act.

We sold the outstanding notes to the initial purchasers, which subsequently resold the outstanding notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

In connection with the sale of the outstanding notes, we and the subsidiary guarantors entered into a registration rights agreement with the initial purchasers. Under the terms of that agreement, we each agreed to use commercially reasonable efforts to consummate the exchange offer contemplated by this prospectus.

If we and the subsidiary guarantors are not able to effect the exchange offer contemplated by this prospectus, we and the subsidiary guarantors will use commercially reasonable efforts to file and cause to become effective a shelf registration statement relating to the resales of the outstanding notes. We must pay additional interest on the notes if we do not complete the exchange offer within 50 days after the date that the registration statement, of which this prospectus is a part, is declared effective or, if required, the shelf registration statement is not declared effective within 60 days after the date it is filed.

The following is a brief summary of the terms of the exchange offer. For a more complete description of the exchange offer, see “The Exchange Offer.”

Securities Offered $315,000,000 in aggregate principal amount of 9% Senior Subordinated Notes due 2014.

Exchange Offer The exchange notes are being offered in exchange for a like principal amount of outstanding notes. We will accept any and all outstanding notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on [                    ], 2005. Holders may tender some or all of their outstanding notes pursuant to the exchange offer. However, outstanding notes may be tendered only in integral multiples of $1,000 in principal amount. The form and terms of the exchange notes are the same as the form and terms of the outstanding notes except that:

• the exchange notes have been registered under the federal securities laws and will not bear any legend restricting their transfer;

• the exchange notes bear a different CUSIP number than the outstanding notes; and

• the holders of the exchange notes will not be entitled to certain rights under the registration rights agreement, including the provisions for an increase in the interest rate on the outstanding notes in some circumstances relating to the timing of the exchange offer.

See “The Exchange Offer.”

Resale of the Exchange Notes Based on an interpretation by the staff of the Securities and Exchange Commission, or the SEC, set forth in no-action letters issued to third

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parties, we believe that the exchange notes issued in the exchange offer in exchange for outstanding notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

• you are acquiring the exchange notes in the ordinary course of your business;

• you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in the distribution of exchange notes; and

• you are not an “affiliate” of Loews within the meaning of Rule 405 of the Securities Act.

Each participating broker-dealer that receives exchange notes for its own account during the exchange offer in exchange for outstanding notes that were acquired as a result of market-making or other trading activity must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Prospectus delivery requirements are discussed in greater detail in the section captioned “Plan of Distribution.”

Any holder of outstanding notes who:

• is an affiliate of Loews,

• does not acquire exchange notes in the ordinary course of its business, or

• tenders in the exchange offers with the intention to participate, or for the purpose of participating, in a distribution of exchange notes,

cannot rely on the position of the staff of the SEC enunciated in Exxon Capital Holdings Corporation, Morgan Stanley & Co. Incorporated or similar no-action letters and, in the absence of an exemption, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of the exchange notes.

Expiration Date The exchange offer will expire at 5:00 p.m., New York City time on [                     ], 2005, unless we decide to extend the exchange offer. Any outstanding notes not accepted for exchange for any reason will be returned without expense to the tendering holders promptly after expiration or termination of the exchange offer.

Conditions to the Exchange Offer The exchange offer is subject to certain customary conditions, some of which may be waived by us. See “The Exchange Offer—Conditions to the Exchange Offer.”

Procedures for Tendering Notes If you wish to accept the exchange offer, you must complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, in accordance with the instructions contained in this prospectus and in

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the letter of transmittal. You should then mail or otherwise deliver the letter of transmittal, or facsimile, together with the outstanding notes to be exchanged and any other required documentation, to the exchange agent at the address set forth in this prospectus and in the letter of transmittal. If you hold outstanding notes through the Depository Trust Company, or DTC, and wish to participate in the exchange offer, you must comply with the Automated Tender Offer Program procedures of DTC, by which you will agree to be bound by the applicable letter of transmittal.

By executing or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:

• any exchange notes to be received by you will be acquired in the ordinary course of business;

• you have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of exchange notes in violation of the provisions of the Securities Act;

• you are not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of Loews or if you are an affiliate, you will comply with any applicable registration and prospectus delivering requirements of the Securities Act; and

• if you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding notes that were acquired as a result of market-making or other trading activities, then you will deliver a prospectus in connection with any resale of such exchange notes.

See “The Exchange Offer—Procedures for Tendering Outstanding Notes” and “Plan of Distribution.”

Effect of Not Tendering Any outstanding notes that are not tendered or that are tendered but not accepted will remain subject to the restrictions on transfer. Since the outstanding notes have not been registered under the federal securities laws, they bear a legend restricting their transfer absent registration or the availability of a specific exemption from registration. Upon the completion of the exchange offer, we will have no further obligations to register, and we do not currently anticipate that we will register, the outstanding notes under the Securities Act. See “The Exchange Offer—Consequences of failure to exchange.”

Special Procedures for Beneficial Owners If you are a beneficial owner of outstanding notes which are not registered in your name, and you wish to tender outstanding notes in the exchange offer, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the applicable letter of transmittal and delivering your

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outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in your name or obtain a properly completed bond power from the registered holder.

Guaranteed Delivery Procedures If you wish to tender your outstanding notes and your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the applicable letter of transmittal or any other documents required by the applicable letter of transmittal or comply with the applicable procedures under DTC’s Automated Tender Offer Program prior to the expiration date, you must tender your outstanding notes according to the guaranteed delivery procedures set forth in this prospectus under “The Exchange Offer—Guaranteed Delivery Procedures.”

Interest on the Notes and the Outstanding Notes The exchange notes will bear interest from the most recent interest payment date to which interest has been paid on the outstanding notes. Interest on the outstanding notes accepted for exchange will cease to accrue upon the issuance of the exchange notes.

Withdrawal Rights Tenders of outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

U.S. Federal Income Tax Consequences The exchange of outstanding notes for exchange notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes. Please read the section of this prospectus captioned “Material United States Federal Income Tax Consequences” for more information on tax consequences of the exchange offer.

Use of Proceeds We will not receive any cash proceeds from the issuance of exchange notes in to the exchange offer.

Exchange Agent U.S. Bank National Association, the trustee under the indenture, is serving as exchange agent in connection with the exchange offer.

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Description of the Exchange Notes

Issuer Loews Cineplex Entertainment Corporation.

Securities Offered $315,000,000 in aggregate principal amount of 9% Senior Subordinated Notes Due 2014.

Maturity Date August 1, 2014.

Interest 9% per annum, payable semi-annually in arrears on February 1 and August 1, commencing on February 1, 2005.

Guarantees The notes will be unconditionally guaranteed, jointly and severally and on an unsecured senior subordinated basis, subject to certain limited exceptions, by all our existing and future U.S. subsidiaries that guarantee our indebtedness or the indebtedness of certain restricted subsidiaries. Our foreign subsidiaries and our domestic and foreign joint ventures will not guarantee the notes.

Ranking The notes will be our unsecured senior subordinated obligations. The notes and guarantees will rank:

• junior to all of our and the guarantors’ existing and future senior indebtedness, including our senior secured credit facility;

• equally with any of our and the guarantors’ existing and future senior subordinated indebtedness; and

• senior to any of our and the guarantors’ existing and future subordinated indebtedness.

On December 31, 2004, the notes ranked junior to approximately $751.0 million of senior indebtedness (excluding approximately $119.0 million available for borrowing under our revolving credit facilities), all of which is secured.

The notes will be structurally subordinated to all of the existing and future liabilities of our subsidiaries that do not guarantee the notes, including the indebtedness of Cinemex.

The notes will be effectively subordinated to all of our existing and future secured obligations to the extent of the value of the assets securing such obligations, including our senior secured credit facility and the debt of Cinemex.

Optional Redemption We may redeem some or all of the notes at any time prior to August 1, 2009 at a price equal to 100% of the principal amount plus accrued and unpaid interest plus a “make-whole” premium. We may redeem the notes at any time and from time to time on or after August 1, 2009, in whole or in part, in cash at the redemption prices described in this prospectus, plus accrued and unpaid interest to the date of redemption.

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In addition, at any time and from time to time, before August 1, 2007, we may redeem up to 35% of the notes with the proceeds of certain equity offerings.

Change of Control If a change of control occurs, subject to certain conditions, we must give holders of the notes an opportunity to sell to us the notes at a purchase price of 101% of the principal amount of the notes, plus accrued and unpaid interest and Additional Interest (as defined herein), if any, to the date of repurchase. See “Description of Senior Subordinated Notes—Change of Control.”

Certain Covenants The indenture governing the notes will contain covenants that will, among other things, limit our ability and the ability of our restricted subsidiaries to:

• incur, assume or guarantee additional indebtedness;

• issue preferred stock of restricted subsidiaries;

• pay dividends or make other equity distributions;

• purchase or redeem capital stock;

• make certain investments;

• enter into arrangements that restrict dividends from restricted subsidiaries;

• sell or otherwise dispose of assets;

• engage in transactions with affiliates;

• merge or consolidate with another entity; and

• create liens on certain assets without securing the notes.

The limitations will be subject to a number of important qualifications and exceptions. See “Description of Senior Subordinated Notes—Certain Covenants.”

Risk Factors Investing in the notes involves substantial risks. You should consider carefully all of the information set forth in this prospectus and, in particular, should evaluate the specific factors set forth under “Risk Factors” in deciding whether to invest in the notes.

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SUMMARY HISTORICAL AND PRO FORMA FINANCIAL AND OPERATING DATA

The financial data presented for the nine months ended December 31, 2002, the year ended December 31, 2003, the seven months ended July 31, 2004 and the five months ended December 31, 2004 are derived from our audited combined consolidated financial statements. Our financial statements include the assets, liabilities and results of operations of Cinemex on a combined basis for the period June 19, 2002 (the date Cinemex became an entity under common control) through July 31, 2004 and on a fully consolidated basis beginning August 1, 2004. We have consolidated Magic Johnson Theatres for all periods presented as a result of our adoption of FIN 46(R). We have reflected the financial position and results of operations of our former Canadian operations as discontinued operations for all periods from April 1, 2002 to July 31, 2004, as those operations were sold to affiliates of our former investors as part of the Transactions.

On July 30, 2004, LCE Holdings, Inc., a company formed by our Sponsors, acquired 100% of the capital stock of our company and, indirectly, Cinemex. For accounting purposes and consistent with our reporting periods, we have used July 31, 2004 as the effective date of the Transactions. As a result, we have reported our operating results and financial position for all periods presented from April 1, 2002 through July 31, 2004 as those of the Predecessor Company and for all periods from and after August 1, 2004 as those of the Successor Company. The Predecessor Company periods and the Successor Company period have different bases of accounting and are therefore not comparable.

The summary pro forma financial and other data for 2004 should be read in conjunction with our unaudited pro forma consolidated financial statements included elsewhere in this prospectus, which give effect to the Transactions as if they occurred as of January 1, 2004. The unaudited pro forma consolidated financial statements do not purport to represent what our results of operations would have been if the Transactions had occurred on such date or what our results will be for future periods.

You should read the summary historical financial data presented below together with, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the combined consolidated financial statements and related notes and other financial information included elsewhere in this prospectus.

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	Predecessor									Successor			Pro-Forma Year Ended December 31, 2004
	Period April 1, to December 31, 2002			Year Ended December 31, 2003			Period January 1, to July 31, 2004			Period August 1, to December 31, 2004
							(in thousands)
Statement of Operations Data
Revenues:
Box office	$	475,505		$	628,643		$	384,814		$	237,545		$	622,359
Concessions		192,353			253,406			156,646			94,884			251,530
Other		36,657			46,189			25,820			23,609			49,429
Total operating revenues		704,515			928,238			567,280			356,038			923,318
Expenses:
Theatre operations and other		517,017			681,493			404,674			264,608			669,282
Cost of concessions		27,574			35,460			23,365			13,948			37,313
General and administrative		55,942			60,099			43,334			20,934			55,099
Depreciation and amortization		50,746			80,940			49,623			45,771			107,139
(Gain)/loss on sale/disposal of theatres		733			(4,508	)		(3,734	)		1,430			(2,304	)
Total operating expenses		652,012			853,484			517,262			346,691			866,529
Income from operations		52,503			74,754			50,018			9,347			56,789
Equity (income)/loss in long-term investments		(1,499	)		1,485			(933	)		(1,438	)		(4,669	)
Interest expense, net		30,613			35,262			16,663			36,005			70,863
Loss on early extinguishment of debt		—			—			6,856			882			—
Income tax expense/(benefit)		8,033			15,339			12,886			(3,244	)		5,093
Income from discontinued operations, net of tax (a)		10,846			56,183			7,417			—			—
Cumulative effect of change in accounting principle, net of tax (b)		4,000			—			—			—			—
Net income/(loss)	$	30,202		$	78,851		$	21,963		$	(22,858	)	$	(14,498	)
Other Financial Data:
Capital expenditures	$	31,478		$	40,895		$	36,638		$	17,205
Cash provided by/(used in) Operating activities (c)		64,347			88,959			75,226			38,097
Investing activities		(34,057	)		(31,226	)		174,302			(1,323,877	)
Financing activities		10,311			(12,114	)		(217,984	)		1,187,060
EBITDA (d) (e)		104,748			154,209			100,574			56,556
Attributable EBITDA (d)		143,087			190,682			130,351			72,455
Ratio of earnings to fixed charges (f)		1.37x			1.54x			1.57x			0.48x

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	As of December 31, 2004
Balance Sheet Data (at period end)
Cash and cash equivalents (e)	$	71,015
Total assets		1,751,958
Total debt (long-term debt including current portion) (e)		1,037,907
Total liabilities		1,346,568
Stockholders’ equity		405,390
Attributable debt (e)(g)		1,073,422
Ratio of Attributable debt to Attributable EBITDA (g)		5.3x

(a) The balances reported for discontinued operations for the nine months ended December 31, 2002, the year ended December 31, 2003 and the seven months ended July 31, 2004 represent the net operating results of our former Canadian operations, which were sold to affiliates of our former investors as part of the Transactions.

(b) Represents a one-time adjustment to reflect the adoption of FASB Interpretation No. 46, “Consolidation of Variable Interest Entities, an interpretation of ARB No. 51.” See further discussion in the notes to our consolidated financial statements.

(c) Cash provided by operating activities includes the payment of restructuring charges and reorganization costs, as follows:

	Predecessor						Successor
	Period April 1, to December 31, 2002		Year Ended December 31, 2003		Period January 1, to July 31, 2004		Period August 1, to December 31, 2004
	(in thousands)
Restructuring charges paid during the period	$	9,817	$	3,065	$	13	$	17
Reorganization claims paid during the period		20,278		3,210		522		352
Total	$	30,095	$	6,275	$	535	$	369

(d) EBITDA represents income/(loss) before cumulative effect of a change in accounting principle, loss on early extinguishment of debt, discontinued operations, interest expense, income taxes, depreciation and amortization. Attributable EBITDA represents the combined consolidated EBITDA of our wholly owned operations, plus or minus certain adjustments, which we are permitted to exclude from EBITDA under the terms of the indenture governing our senior subordinated notes and senior secured credit facility (see table below for detail of such adjustments), plus 100% of the EBITDA of our Magic Johnson Theatres joint venture and our 50% share of our joint ventures’ EBITDA in the U.S., South Korea and Spain, as reported to us by those joint ventures. EBITDA and Attributable EBITDA are not presentations made in accordance with generally accepted accounting principles, which we also refer to as GAAP, are not measures of financial condition or profitability, and should not be considered as an alternative to (1) net income (loss) determined in accordance with GAAP or (2) operating cash flows determined in accordance with GAAP. EBITDA and Attributable EBITDA are not intended to be measures of cash flow for management’s discretionary use, as they do not consider certain cash requirements such as interest payments, tax payments and debt service requirements. We have included this financial information to provide additional information with respect to our ability to meet our future debt service, capital expenditures and working capital requirements and because certain covenants in our borrowing arrangements, including the notes, are tied to similar measures. Attributable EBITDA is a material component of these covenants. For instance, our senior secured credit facility contains financial covenant ratios, specifically total leverage and interest coverage ratios, and the indenture governing the notes contains limitations on our ability to borrow and to make certain payments, in each case that are calculated by reference to Attributable EBITDA. Non-compliance with the financial ratio maintenance covenants contained in our senior secured credit facility could result in the requirement to immediately repay all amounts outstanding under such facilities, while non-compliance with the debt incurrence ratios contained in the indenture governing the notes would prohibit us from being able to incur additional indebtedness other than pursuant to specified exceptions. In addition, under the restricted payments covenants contained in our senior secured credit facility and indenture, our ability to pay dividends is restricted by a formula based on the amount of Attributable EBITDA. We believe that Attributable EBITDA is a key indicator of our operating performance because it shows our ability to realize free cash flow at a theatre level, whether the theatre is held by us or through one of our joint ventures. Attributable EBITDA reflects how our management analyzes our operating performance. Furthermore, our budgeting process is based on Attributable EBITDA measures. While our management uses these measures, they are not necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation. We do not control the decision-making for our international joint ventures, and our ability to transfer cash from these and from certain of our U.S. joint ventures is restricted. In addition, our joint ventures will not be guarantors of the notes, or be bound by the covenants contained in the indenture for the notes. The debt of our joint ventures is non-recourse to us.

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The reconciliation of net income (loss) before discontinued operations and cumulative effect of a change in accounting principle to each of EBITDA and Attributable EBITDA is shown below.

	Predecessor									Successor
	Period April 1, to December 31, 2002			Year Ended December 31, 2003			Period January 1, to July 31, 2004			Period August 1, to December 31, 2004
	(in thousands)
Net income/(loss)	$	30,202		$	78,851		$	21,963		$	(22,858	)
Net income/(loss) before discontinued operations and cumulative effect of a change in accounting principle	$	15,356		$	22,668		$	14,546		$	(22,858	)
Depreciation and amortization		50,746			80,940			49,623			45,771
Interest expense		30,613			35,262			16,663			36,005
Loss on early extinguishment of debt		—			—			6,856			882
Income tax expense/(benefit)		8,033			15,339			12,886			(3,244	)
EBITDA		104,748		$	154,209		$	100,574		$	56,556
Adjustments to EBITDA:
Management fee	$	4,583		$	5,000		$	2,919		$	1,673
(Gain)/loss on sale/disposal of theatres		733			(4,508	)		(3,734	)		1,430
Equity (income)/loss in long-term investments		(1,499	)		1,485			(933	)		(1,438	)
Straight-line rent accrual in excess of cash		5,401			6,021			4,357			2,513
Transaction related expenses(1)		19,288			10,240			14,637			3,632
Our share of partnership EBITDA		9,833			18,235			12,531			8,089
Attributable EBITDA	$	143,087		$	190,682		$	130,351		$	72,455

(1) Transaction related expenses are primarily comprised of professional and legal fees associated with potential mergers and acquisitions and initial public offerings which were not consummated and bonuses paid as a result of acquisitions.

(e) Reflects our combined consolidated EBITDA, cash and debt amounts. For additional information, the following table sets forth our percentage share, based on our equity ownership, of the EBITDA, cash and debt of our joint ventures that are accounted for under the equity method in our consolidated financial information, as reported to us by our joint ventures. This information does not include any information with respect to our former joint venture in Germany, which was transferred to affiliates of our former investors, as part of the Transactions. We account for these joint ventures under the equity method, and therefore these amounts are not included in the respective line items in the table above. None of this information is a presentation made in accordance with generally accepted accounting principles. This financial information is included in this prospectus to provide additional information that our management uses to assess our company as a whole, including the value of our equity interests in our partnerships’ operations from period to period. We believe that the performance of our partnerships is of interest to investors in evaluating our company as a whole.

We do not control the decision-making for our international joint ventures, and our ability to transfer cash from these and certain of our U.S. joint ventures to us is restricted. In addition, our joint ventures will not guarantee the notes and will not be bound by the covenants contained in the indenture for the notes. The debt of our partnerships is non-recourse to us. See “Management’s Discussion and analysis of Financial Condition and Results of Operations.”

	Predecessor						Successor
	Period April 1, to December 31, 2002		Year Ended December 31, 2003		Period January 1, to July 31, 2004		Period August 1, to December 31, 2004
	(in thousands)
Our share of partnership EBITDA	$	9,833	$	18,235	$	12,531	$	8,089
Our share of partnership cash (at period end)		4,978		8,264		8,404		7,292
Our share of partnership debt (at period end)		31,428		41,235		35,664		35,515

(f) Our earnings were insufficient to cover our fixed charges by approximately $27.7 million for the five months ended December 31, 2004.

(g) The calculation of the Ratio of Attributable debt to Attributable EBITDA is based on Attributable debt (calculated as our total debt plus our share of the debt of our joint ventures) at December 31, 2004 and combined Attributable EBITDA, which is calculated as the summation of Attributable EBITDA for the seven months ended July 31, 2004 and Attributable EBITDA for the five months ended December 31, 2004.

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Summary Operating Data

The table below sets forth unaudited selected operating data for each of the periods indicated. Our management views these data as key operating measures and believes that investors may find them useful in analyzing companies in the film exhibition industry. No one measure is more meaningful than another and our management uses these measures, among others, to assess our operating performance. All amounts below exclude our discontinued operations and include 100% of the operating results and theatre, screen and attendance counts of Cinemex from June 19, 2002 (date of acquisition) and Magic Johnson Theatres, which, in accordance with our adoption of FIN 46(R), is recorded on a consolidated basis in all successor periods. The amounts below also include 100% of the operating results and theatre, screen and attendance counts of all our domestic partnerships, as well as Yelmo and Megabox.

	Predecessor						Successor
	Period April 1, to December 31, 2002		Year Ended December 31, 2003		Period January 1, to July 31, 2004		Period August 1, to December 31, 2004
U.S.
Theatres operated (at period end)		150		140		133		131
Screens operated (at period end)		1,536		1,488		1,449		1,440
Average screens per theatre		10.2		10.6		10.9		11.0
Average admissions per patron	$	6.65	$	6.88	$	7.10	$	7.23
Average concession per patron	$	2.59	$	2.63	$	2.69	$	2.72
Attendance (in thousands)		66,022		82,539		48,439		29,847
International
Theatres operated (at period end)		61		67		67		70
Screens operated (at period end)		672		731		744		778
Average screens per theatre		11.0		10.9		11.1		11.1
Average admissions per patron	$	3.59	$	3.78	$	3.76	$	4.05
Average concession per patron	$	1.45	$	1.54	$	1.56	$	1.60
Attendance (in thousands)		32,153		50,575		33,953		21,435
Worldwide
Theatres operated (at period end)		211		207		200		201
Screens operated (at period end)		2,208		2,219		2,193		2,218
Average screens per theatre		10.5		10.7		11.0		11.0
Average admissions per patron	$	5.65	$	5.71	$	5.72	$	5.90
Average concession per patron	$	2.21	$	2.21	$	2.22	$	2.25
Attendance (in thousands)		98,175		133,114		82,392		51,282

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RISK FACTORS

Investing in the notes involves substantial risk. In addition to the other information in this prospectus, you should carefully consider the following factors before making an investment decision. Certain statements in “Risk Factors” are forward-looking statements. See “Forward-Looking Statements.”

Risks Relating to the Notes and the Exchange Offer

Our level of indebtedness and substantial lease and debt obligations could impair our financial flexibility, competitive position, financial condition, and could prevent us from fulfilling our obligations under the notes.

We have a significant amount of indebtedness. At December 31, 2004, our total outstanding indebtedness was $1,066 million including our capitalized leases. For the twelve-month period ended December 31, 2004, our pro forma net interest expense was $70.9 million.

We estimate that our contractual cash obligations over the next several years will be as follows:

	Payments Due by Period (in thousands)
	Current(d)		2-3 Years		4-5 Years		After 5 Years		Total
Debt (a)	$	6,401	$	33,334	$	86,247	$	911,925	$	1,037,907
Capital lease obligations (b)		3,418		6,836		7,119		37,619		54,992
Operating leases		109,904		228,538		215,301		980,714		1,534,457
Capital commitments and other (c)		39,172		67,744		—		—		106,916
Total contractual cash obligations	$	158,895	$	336,452	$	308,667	$	1,930,258	$	2,734,272

(a) Represents obligations under our senior secured credit facility, the notes and the Cinemex senior credit facility and a mortgage, in each case excluding interest payments. The timing of a portion of these payments may be accelerated due to the fact that we are required to make annual payments under our senior secured credit facility related to excess cash flow, as defined in our senior secured credit agreement.

(b) Capital lease obligations include interest payments of $27.0 million.

(c) Does not include $80.0 million of planned but non-committed capital investment for Cinemex over the next five years or any planned, non-committed capital expenditures in the U.S.

(d) Represents the period from January 1, 2005 through December 31, 2005.

In addition to these cash obligations, as of December 31, 2004, we had $6.0 million in standby letters of credit issued under our senior secured credit facility to support our commitments with respect to theatre leases and our workers’ compensation insurance.

Our level of indebtedness and substantial lease and debt obligations could have important consequences to you. For example, they could:

• limit our ability to obtain necessary financing in the future on satisfactory terms or at all;

• make it more difficult for us to satisfy our obligations under our indebtedness, including the notes;

• require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness and thereby reduce the availability of our cash flow to fund working capital, capital expenditures, acquisitions, and other corporate requirements;

• make us more vulnerable to a general economic downturn or a downturn in our business or industry and limit our flexibility to plan for, or react to, changes in our business or industry; and

• place us at a disadvantage compared to competitors that might have proportionately lower lease and debt obligations or have better access to capital.

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Furthermore, our interest expense could increase if interest rates increase because all of our debt under the credit agreement governing our senior secured credit facility, which includes a $628.4 million term loan at December 31, 2004 and a revolving loan facility of $100.0 million, bears interest at floating rates. Cinemex’s senior secured credit facility includes a $100.0 million term loan and a $25.0 million revolving loan facility. Of the $100.0 million Cinemex term loan, $90.0 million is currently outstanding and effectively bears interest at a fixed rate set by an interest rate swap. The remaining $10.0 million term loan and the $25.0 million revolving loan facility bear interest at floating rates. The interest rates per annum applicable to the U.S. dollar denominated loans under our senior secured credit facility, other than swingline loans, equal an applicable margin percentage plus, at our option, either (a) a LIBOR rate equal to the costs of funds for deposits in dollars for an interest period chosen by us of one, two, three or six months, or a nine or 12 month period if made available, and adjusted for certain additional costs (adjusted LIBOR) or (b) a base rate equal to the greater of (1) the base rate of Citicorp North America, Inc. and (2) the Federal Funds Effective Rate plus 0.50%. Peso denominated revolving credit loans under our senior secured credit facility and loans under Cinemex’s senior secured credit facility bear interest at an applicable margin percentage plus the Equilibrium Interbank Interest Rate (Tasa de Interes Interbancaria de Equilibrio) for a period of 28 days (the TIIE rate). Swingline loans bear interest at the interest rate applicable to base rate revolving loans. If interest rates increase, we and Cinemex may be unable to meet our debt service obligations under our and Cinemex’s senior secured credit facilities and other debt. See “Description of Senior Secured Credit Facility.”

We cannot be certain that our earnings will be sufficient to allow us to pay principal and interest on our debt, including the notes, and meet our other obligations. If we do not have sufficient earnings, we may be required to refinance all or part of our existing debt, sell assets, borrow more money or sell more securities, none of which we can guarantee we will be able to do.

The terms of our senior secured credit facility, our Cinemex senior secured credit facility and the indenture relating to the notes may restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.

The senior secured credit facility and the Cinemex senior secured credit facility contain, and any future refinancing of the senior secured credit facility or the Cinemex senior secured credit facility likely would contain, a number of restrictive covenants that impose significant operating and financial restrictions on us, including restrictions that may limit our ability to engage in acts that may be in our best long-term interests. These senior secured credit facilities include covenants that limit and restrict, among other things, our ability to:

• incur, assume or permit to exist additional indebtedness or guarantees;

• pay dividends, make payments or redeem or repurchase equity interests;

• incur liens and engage in sale leaseback transactions;

• make investments and loans;

• make capital expenditures;

• engage in certain transactions with affiliates;

• engage in mergers, acquisitions and asset sales;

• transfer all or substantially all of our assets;

• enter into agreements limiting subsidiary distributions;

• amend or otherwise alter the terms of our indebtedness, including the notes and other material agreements;

• prepay, redeem or purchase certain indebtedness, including the notes; and

• alter the business we conduct.

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The indenture relating to the notes also contains numerous covenants including, among other things, restrictions on our ability to:

• incur, assume or guarantee additional debt;

• issue preferred stock of restricted subsidiaries;

• pay dividends or make other equity distributions;

• purchase or redeem capital stock;

• make certain investments;

• create liens on certain assets without securing the notes;

• enter into arrangements that restrict dividends from restricted subsidiaries;

• engage in transactions with affiliates;

• sell or otherwise dispose of assets;

• alter the business we conduct; and

• merge or consolidate with another entity.

The senior secured credit facility also includes financial covenants, including requirements that we:

• maintain a minimum interest coverage ratio, and

• not exceed a maximum lease-adjusted leverage ratio.

Cinemex’s senior secured credit facility also includes financial covenants, including requirements that Cinemex:

• maintain a minimum interest coverage ratio;

• maintain a minimum consolidated net worth;

• not exceed a maximum lease adjusted leverage ratio;

• not exceed a maximum leverage ratio; and

• not exceed a maximum indebtedness to net worth ratio.

Some of the financial covenants in our and Cinemex’s senior secured credit facilities become more restrictive over time. A failure by us to comply with the covenants contained in the senior secured credit facility or the indenture or by Cinemex to comply with the covenants in its senior secured credit facility could result in an event of default under our senior secured credit facility, the Cinemex senior secured credit facility or the indenture, which could materially and adversely affect our operating results and our financial condition. In the event of any event of default under our senior secured credit facility, the lenders under our senior secured credit facility could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable, to require us to apply all of our available cash to repay these borrowings and to prevent us from making debt service payments on the notes, any of which would result in an event of default under the notes. The lenders under our senior secured credit facility also have the right in these circumstances to terminate any commitments they have to provide further borrowings. In the event that the lenders under our senior secured credit facility or under the Cinemex senior secured credit facility elect to declare all amounts immediately due and payable, your right to receive payment on the notes would be junior to the senior lenders’ claims and the senior lenders would have priority with respect to our assets, in which case we cannot assure you that our assets would be sufficient to repay in full the notes and our other debt. See “Description of Senior Secured Credit Facility” and “Description of Senior Subordinated Notes.”

Our ability to make payments on the notes depends on our ability to receive dividends or other distributions from our subsidiaries and joint ventures.

We are a holding company. All of our operations are conducted by our subsidiaries and through our joint ventures with third parties. Our ability to meet our obligations, including with respect to the notes, will be

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dependent upon dividends and other distributions or payments from our subsidiaries and joint ventures. The ability of our subsidiaries and joint ventures to pay dividends or make distributions or make other payments to us depends upon, among other things, the availability of cash flow from operations, proceeds from the sale of assets and borrowings and contractual restrictions with third parties, including applicable joint venture rights and obligations. All of our assets are held by, and all of our income is derived from, our subsidiaries and joint ventures. Our subsidiaries do not have any obligation to pay amounts due on the notes or to make funds available to us, unless they are guarantors of the notes, and the senior debt of our subsidiaries (including senior debt of Cinemex under the Cinemex senior secured credit facility) or guarantors (including their guarantees of the senior secured credit facility) may restrict payment on the notes. Neither Cinemex nor any of our joint ventures is an obligor or guarantor in respect of the notes. None of our joint ventures is bound by any of the covenants contained in the indenture relating to the notes. In addition, the indenture governing the terms of the notes permits our subsidiaries to enter into agreements that can limit our ability to receive distributions from such subsidiaries. In the event we do not receive distributions from our subsidiaries or our joint ventures, we would be unable to make required principal and interest payments on the notes. We cannot assure you that our subsidiaries will have the ability to pay dividends or make distributions to us. The Cinemex senior secured credit facility limits Cinemex’s ability to make distributions to us.

We may not be able to generate sufficient cash flow to meet our debt service obligations, including payments on the notes.

Our ability to generate sufficient cash flow from operations to make scheduled payments on our debt obligations, including the notes and amounts borrowed under our senior secured credit facility and Cinemex’s senior secured credit facility, and to fund our future operations, will depend on our future financial performance, which will be affected by a range of economic, competitive, regulatory, legislative and business factors, many of which are outside of our control. If we do not generate sufficient cash flow from operations to satisfy our debt obligations, including payments on the notes, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets, reducing or delaying capital investments or seeking to obtain additional capital. In addition, the indenture governing the notes permits us to make distributions to our parent corporation and make other payments otherwise prohibited by the indenture so long as we meet specified financial tests based, in part, on our consolidated net income. The indenture also permits us to make distributions with a portion of the proceeds of specified asset sales involving the sale of assets of Cinemex and certain joint ventures if we satisfy certain conditions with regard to the rating of our notes, our leverage ratio, our ability to incur debt based on a specific ratio and the absence of any events of default under the notes. See “Description of Senior Subordinated Notes—Restricted Payments.”

We cannot assure you that any refinancing would be possible, that any assets could be sold, or, if sold, of the timing of the sales and the amount of proceeds realized from those sales, or that additional financing could be obtained on acceptable terms, if at all. In addition, the indenture for the notes, the credit agreement for our senior secured credit facility and the Cinemex senior secured credit facility may restrict us from adopting any of these alternatives. Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our obligations on commercially reasonable terms, would have an adverse effect on our business and results of operations, including making us unable to pay the principal, premium, if any, interest or other amounts on the notes. See “Description of Senior Secured Credit Facility” and “Description of Senior Subordinated Notes.”

Your right to receive payments on the notes is unsecured and is junior to the borrowings under our senior secured credit facility, all of our and the guarantors’ existing senior indebtedness and possibly all of our and the guarantors’ future indebtedness.

The notes and the guarantees are subordinated to the prior payment in full of our and the guarantors’ current and future senior indebtedness, including our senior secured credit facility. As of December 31, 2004 we and our guarantors had $658.9 million of senior indebtedness outstanding, and we had outstanding guarantees of Magic Johnson Theatres’ future minimum lease payments totaling $79.3 million under theatre lease agreements that expire between 2005 and 2030 and outstanding guarantees, for which we are indemnified.

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On December 31, 2004 we also had approximately $94.0 million in revolving loan availability, and borrowings under that facility would be senior to the notes. Furthermore, the indenture relating to the notes permits us and our subsidiary guarantors to incur additional debt under specified circumstances, all of which may be senior to the notes.

All payments on the notes and the guarantees will be blocked in the event of a payment default on senior debt, including borrowings under our senior secured credit facility, and may be blocked for up to 179 of 360 consecutive days in the event of specified non-payment defaults on specified senior debt. See “Description of Senior Subordinated Notes—Ranking.”

Because the notes are unsecured, and because of the subordination provisions in the notes, in the event of a bankruptcy, reorganization, liquidation or dissolution relating to us or the guarantors, holders of the notes will participate with the trade creditors and all other holders of our and the guarantors’ senior subordinated indebtedness in the assets remaining after we and the guarantors have paid all of the senior secured indebtedness. However, because the indenture requires that amounts otherwise payable to holders of the notes in a bankruptcy or similar proceeding be paid to holders of senior indebtedness instead, holders of the notes may receive less, ratably, than holders of trade payables or other unsecured, unsubordinated creditors in any such proceeding. In any of these cases, we and the guarantors may not have sufficient funds to pay all of our creditors, and holders of the notes may receive less, ratably, than the holders of senior indebtedness. We cannot assure you that sufficient assets will remain after these payments have been made to make any payments on the note and the guarantees, including payments of interest when due.

We operate through several joint ventures, none of which are guarantors of the notes.

Loews has a number of investments in joint ventures with other companies, including Megabox in South Korea, Yelmo in Spain and Magic Johnson Theatres in the U.S., none of which are providing guarantees of the notes. Each of these joint ventures has a 50% interest held by unrelated third parties. Accordingly, Loews does not, in all cases, exercise control over operating and financial decisions of these joint ventures. Loews is dependent on dividends or other transfers of funds from these joint ventures to meet its debt service and other obligations, including payment of principal and interest on the notes. The ability of these joint ventures to pay dividends or make other transfers of funds to Loews will depend on these joint ventures’ operating results, will be subject to applicable laws and restrictions contained in agreements governing the debt of these joint ventures and will be subject to restrictions contained in shareholder or joint venture agreements governing the operations of these joint ventures. We may undertake additional business operations through joint ventures or associated companies in the future. If these joint ventures and associated companies are not able to make these dividend payments or make other transfers of funds, our net profit and our cash flow could decline. In 2004 our share of our joint ventures’ EBITDA was $20.6 million (excluding Magic Johnson Theatres which has been fully consolidated as required by FIN 46(R)). The notes will be effectively subordinated to all liabilities of our joint ventures and will also be effectively subordinated to any other indebtedness or obligations, including trade payables, incurred or assumed by such joint ventures in the future.

The notes will not be guaranteed by all of our subsidiaries. The claims of creditors of our non-guarantor subsidiaries will generally have priority with respect to the assets and earnings of non-guarantor subsidiaries over your claims.

The notes will not be guaranteed by a number of our subsidiaries, including Cinemex and its subsidiaries. No payments are required to be made to us or holders of the notes from the assets of our non-guarantor subsidiaries in respect of the notes. As a result, if we default on our obligations under the notes, you will not have any claims against any of our subsidiaries that do not provide guarantees of the notes. In the event of a bankruptcy, reorganization, liquidation or dissolution, of any of the non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of

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those subsidiaries before any assets are made available for distribution to us. In 2004 the revenues and Attributable EBITDA of our non-guarantor subsidiaries were $161.9 million and $57.5 million, respectively, which represent approximately 18% of our revenues and 28% of our Attributable EBITDA, respectively, including $138.2 million of revenues and $36.0 million of Attributable EBITDA of Cinemex and its subsidiaries. In addition, as of December 31, 2004, our non-guarantor subsidiaries held 18% of our total assets and 10% of our total liabilities, of which Cinemex and its subsidiaries held 18% and 10%, respectively. The Cinemex senior secured credit facility limits Cinemex’s ability to make distributions to us.

As of December 31, 2004 our non-guarantor subsidiaries had approximately $133.6 million of combined total liabilities outstanding, including $132.1 million of liabilities of Cinemex and its subsidiaries. The notes will be effectively subordinated to all such liabilities and will also be effectively subordinated to any other indebtedness or obligations, including trade payables, incurred or assumed by such non-guarantor subsidiaries in the future.

The notes are not secured by our assets nor those of the guarantors, and the lenders under our senior secured credit facility will be entitled to remedies available to a secured lender, which gives them priority over you to collect amounts due to them.

In addition to being subordinated to all our existing and future senior debt, the notes and the guarantees will not be secured by any of our assets or the assets of any of the guarantors. Our obligations under our senior secured credit facility are secured by, among other things, a first priority pledge of all our capital stock, mortgages upon certain real property owned by us, substantially all our assets and substantially all the assets of each of our existing and subsequently acquired or organized domestic subsidiaries. If we become insolvent or are liquidated, or if payment under the senior secured credit facility or in respect of any other secured senior indebtedness is accelerated, the lenders under the senior secured credit facility or holders of other secured senior indebtedness will be entitled to exercise the remedies available to a secured lender under applicable law (in addition to any remedies that may be available under documents pertaining to the senior secured credit facility or other senior debt). Upon the occurrence of any default under the senior secured credit facility (and even without accelerating the indebtedness under the senior secured credit facility), the lenders may be able to prohibit the payment of the notes and guarantees either by limiting our ability to access our cash flow or under the subordination provisions contained in the indenture governing the notes. See “Description of Senior Secured Credit Facility,” “Description of Senior Subordinated Notes” and “Description of Senior Subordinated Notes—Ranking.”

Despite our level of indebtedness, we will be able to incur significantly more debt. This could further exacerbate the risks we describe above.

We will be able to incur significant additional indebtedness in the future. Although the indenture governing the notes and the credit agreement governing our senior secured credit facility contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. Our senior secured credit facility provides commitments of up to $730 million, including revolving loan availability of $100.0 million. If drawn, this amount and any related guarantees would be senior to the notes and the related guarantees. To the extent new debt is added to our currently anticipated debt levels, the substantial leverage risks described above would increase. The restrictions do not prevent us from incurring obligations that do not constitute indebtedness. See “Description of Senior Secured Credit Facility” and “Description of Senior Subordinated Notes.”

Federal and state fraudulent conveyance laws permit a court to void the notes and the guarantees and, if that occurs, you may not receive any payments on the notes.

Our issuance of the notes and the issuance of the guarantees by the guarantors may be subject to review under federal and state fraudulent conveyance laws if a bankruptcy, reorganization or liquidation case or a

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lawsuit, including circumstances in which bankruptcy is not involved, were commenced by, or on behalf of, our unpaid creditors or unpaid creditors of the subsidiary guarantors at some future date. While the relevant laws may vary from state to state, under such laws the issuance of the notes and the guarantees and the application of the proceeds therefrom will be a fraudulent conveyance if (1) we issue the notes or the guarantors issue the guarantees with the intent of hindering, delaying or defrauding creditors or (2) we or any of the guarantors, as applicable, received less than reasonably equivalent value of fair consideration in return for issuing either the notes or a guarantee, and, in the case of (2) only, one of the following is true:

• we or any of the guarantors were or was insolvent, or rendered insolvent, by reason of such transactions;

• we or any of the guarantors were or was engaged in a business or transaction for which our or the applicable guarantor’s assets constituted unreasonably small capital; or

• we or any of the guarantors intended to, or believed that it would, be unable to pay debts as they matured.

If a court were to find that the issuance of the notes or a guarantee was a fraudulent conveyance, the court could void the payment obligations under the notes or such guarantee or subordinate the notes or such guarantee to presently existing and future indebtedness of ours or the applicable guarantor, or require the holders of the notes to repay any amounts received with respect to the notes or such guarantee. In the event of a finding that a fraudulent conveyance occurred, you may not receive any payment on the notes.

The measure of insolvency for these purposes will vary depending upon the law of the jurisdiction being applied. Generally, however, a company will be considered insolvent for these purposes if, at the time it incurred the indebtedness, (1) the sum of that company’s debts is greater than the fair value of all of that company’s assets, (2) the present fair salable value of that company’s assets is less than the amount that will be required to pay its probable liability on its existing debts as they mature or (3) the company cannot pay its debts as they become due.

A court would likely find that a subsidiary guarantor did not receive reasonably equivalent value or fair consideration for its subsidiary guarantee if the subsidiary guarantor did not substantially benefit directly or indirectly from the issuance of the notes. Each subsidiary guarantee will contain a provision intended to limit the subsidiary guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its subsidiary guarantee to be a fraudulent transfer. This provision may not be effective to protect the subsidiary guarantees from being voided under fraudulent transfer laws.

We may not be able to fulfill our repurchase obligations in the event of a change of control.

Upon the occurrence of an event constituting a change of control under the notes, subject to certain exceptions we will be required to make a change of control offer under the notes. Any change of control would constitute a default under our senior secured credit facility. Therefore, upon the occurrence of such a change of control, the lenders under our senior secured credit facility would have the right to accelerate their loans, and we would be required to prepay all of our outstanding obligations under our senior secured credit facility. In addition, our senior secured credit facility will generally prohibit us from repurchasing any notes. If we do not repay all borrowings under our senior secured credit facility or obtain a consent from our lenders under our senior secured credit facility, we will be prohibited from repurchasing the notes. If a change of control offer is made, there can be no assurance that we will have available funds sufficient to pay the change of control purchase price for any or all of the notes that might be delivered by holders of the notes seeking to accept the change of control offer and, accordingly, none of the holders of the notes may receive the change of control purchase price for their notes. Our failure to make or consummate the change of control offer or pay the change of control purchase price when due would give the trustee and the holders of the notes the rights described under the section in this prospectus entitled “Description of Senior Subordinated Notes—Events of Default and Remedies.”

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Transactions meeting specified criteria will not require us to make a change of control offer.

If we experience a change of control in which we meet all of the following conditions, we will not be required to make a change of control offer:

• minimum rating of the notes;

• no rating downgrade, withdrawal or qualification of the notes;

• no increase in our leverage ratio;

• maintain ability to incur debt based on a specific ratio;

• no event of default; and

• the acquiror has material operations in a business reasonably related to our business.

Accordingly, under certain circumstances we may experience a change of control, the notes will remain outstanding and the holders of the notes will not have the right to require us to repurchase the notes at a premium or at any price whatsoever. See “Description of Senior Subordinated Notes—Change of Control.”

If you do not properly tender your outstanding notes, your ability to transfer your outstanding notes will be adversely affected.

We will only issue exchange notes in exchange for outstanding notes that are timely received by the exchange agent, together with all required documents, including a properly completed and signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the outstanding notes and you should carefully follow the instructions on how to tender your outstanding notes. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the outstanding notes. If you do not tender your outstanding notes or if we do not accept your outstanding notes because you did not tender your outstanding notes properly, then, after we consummate the exchange offer, you may continue to hold outstanding notes that are subject to the existing transfer restrictions.

As a result, the outstanding notes may not be offered or sold unless registered under the Securities Act or pursuant to an exemption from or in a transaction not subject to the Securities Act and applicable state securities laws. We do not intend to register the outstanding notes under the Securities Act or any applicable state securities laws. After the exchange offer, you will not be entitled to any rights to have such outstanding notes registered under the Securities Act except in limited circumstances. The exchange notes will not be subject to any transfer restrictions. In addition, the aggregate principal amount of the outstanding notes will be reduced to the extent outstanding notes are tendered and accepted in the exchange offer. This could adversely affect the trading market, if any, for the outstanding notes. Nevertheless, we cannot assure you that a market for the exchange notes will develop.

Certain participants in the exchange offer must deliver a prospectus in connection with resales of the exchange notes.

Based on certain no-action letters issued by the staff of the Commission, we believe that you may offer for resale, resell or otherwise transfer the outstanding notes without compliance with the registration and prospectus delivery requirements of the Securities Act. However, in some instances described in this prospectus under “Plan of Distribution,” you will remain obligated to comply with the registration and prospectus delivery requirements of the Securities Act to transfer your exchange notes. For example, if you exchange your outstanding notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. In these cases, if you transfer any exchange note without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes under the Securities Act, you may incur liability under this act. We do not and will not assume, or indemnify you against, this liability.

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There may be no active trading market for the exchange notes.

The exchange notes are new securities for which there currently is no market. Accordingly, the development or liquidity of any market for the exchange notes is uncertain. We do not intend to apply for listing of the exchange notes on any securities exchange or for quotation through The Nasdaq National Market.

In addition, changes in the overall market for high yield securities and changes in our financial performance or prospects or in the prospects for companies in our industry generally may adversely affect the liquidity of the trading market in the exchange notes and the market price quoted for the exchange notes. See “Description of Exchange Notes” and “The Exchange Offer.”

As a result of the exchange offers, increased costs associated with corporate governance compliance may significantly affect our results of operations.

Compliance with the reporting requirements of our indenture and the Sarbanes-Oxley Act of 2002 requires changes in some of our corporate governance and securities disclosure and compliance practices and will require a review of our internal control procedures. We expect these developments to increase our legal compliance and financial reporting costs. In addition, they could make it more difficult for us to attract and retain qualified members of our board of directors, or qualified executive officers. We are presently evaluating and monitoring regulatory developments and cannot estimate the timing or magnitude or additional costs we may incur as a result.

Our internal controls over financial reporting may not be adequate, which could have a significant and adverse effect on our business and reputation.

We are evaluating our internal controls over financial reporting in order to allow management to report on, and our independent auditors to attest to, our internal controls over financial reporting, as will be required by Section 404 of the Sarbanes-Oxley Act of 2002 and rules and regulations of the SEC thereunder, which we refer to as Section 404. Section 404 will require a reporting company such as ours to, among other things, annually review and disclose its internal controls over financial reporting, and evaluate and disclose changes in its internal controls over financial reporting quarterly. We will be required to provide this disclosure complying with Section 404 beginning with our annual report for the year ended December 31, 2006. We are currently performing the system and process evaluation and testing required (and any necessary remediation) in an effort to comply with management certification and auditor attestation requirements of Section 404. In the course of our ongoing evaluation, we have identified areas of our internal controls requiring improvement, and plan to design enhanced processes and controls to address these and any other issues that might be identified through this review. As a result, we expect to incur additional expenses and utilization of management’s time. We cannot be certain as to the timing of completion of our evaluation, testing and remediation actions or the impact of the same on our operations and may not be able to ensure that the process is effective or that the internal controls are or will be effective in a timely manner. If we are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance we may be subject to sanctions or investigation by regulatory authorities, such as the Securities and Exchange Commission. As a result, there could be an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. In addition, we may be required to incur costs in improving our internal control system and the hiring of additional personnel. Any such action could adversely affect our results.

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Risks Related to Our Business and Industry

Lack of motion picture production and poor performance of motion pictures would have a negative effect on movie attendance.

Our ability to operate successfully depends upon the availability, diversity and appeal of motion pictures, our ability to license these motion pictures and their performance in our markets. We license first-run motion pictures, the success of which is dependent upon their quality, as well as on the marketing efforts of the major film studios and distributors. Poor performance of these motion pictures, or any disruption in the production or release of motion pictures, including by reason of a strike or threat of a strike, or a reduction in the marketing efforts of the major film studios and distributors, would have a negative effect on film attendance and adversely affect our business and results of operations. In addition, a significant change in the type and breadth of motion pictures offered by film studios may adversely affect attendance levels of various demographic bases of moviegoers, which could adversely affect our business and results of operations.

Deterioration in our relationships with any of the major film distributors could adversely affect our costs of film licenses and our access to commercially successful films.

The distribution of motion pictures in the U.S. is in large part regulated by U.S. federal and state antitrust laws and has been the subject of numerous antitrust cases. Consent decrees resulting from those cases effectively require major motion picture distributors to offer and license films to exhibitors, including us, on a film-by-film and theatre-by-theatre basis. Consequently, we cannot assure ourselves of a supply of motion pictures by entering into long-term arrangements with major distributors, but must compete for our licenses on a film-by-film and theatre-by-theatre basis.

Nine major film distributors accounted for approximately 90% of domestic admission revenue and 49 of the 50 highest grossing films in the U.S. in 2004. Our business depends on maintaining good relations with these distributors, as this affects our ability to negotiate commercially favorable licensing terms for first-run films or to obtain licenses at all. A deterioration or a change in our relationships with any of the major film distributors could affect our ability to negotiate film licenses on favorable terms or our ability to obtain commercially successful films, which could adversely affect our business and results of operations.

The oversupply of screens in the motion picture exhibition industry and other factors may adversely affect the performance of our theatres.

From 1995 through mid-year 2000, the domestic film exhibition industry experienced significant new theatre construction and re-screening of old theatres, funded primarily through debt. The oversupply of screens that resulted led to significant declines in both attendance and revenue per screen and, eventually, to an inability by many major film exhibitors, including us, to satisfy their debt obligations. Although there has been a recent decline in the number of screens industry-wide, particularly as a result of the bankruptcy reorganizations of many major exhibitors, including us, we believe there continues to be an oversupply of screens in the domestic film exhibition market. If the film exhibition industry were to experience another significant expansion in the future, there could be a similar downturn, which could contribute to many film exhibition companies, including ours, experiencing significant financial challenges.

Disruption of our relationships with our primary concession suppliers could harm our margins on concessions.

We rely on a single supplier for the domestic distribution of a substantial portion of our concession supplies. If this distribution relationship were disrupted, we would be forced to negotiate substitute arrangements with an alternative distributor or distributors that could, in the aggregate, be less favorable to us than the current arrangement. Substantially all of our beverage concessions are products of a single major beverage company. If this relationship were disrupted, we would be forced to negotiate a substitute arrangement with a different

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supplier that could be less favorable to us than the current arrangement. Any such disruptions could therefore increase our cost of concessions and harm our operating margins.

We face intense competition for patrons, film licensing and theatre locations, which may affect our business.

The film exhibition industry is fragmented and highly competitive, particularly with respect to film licensing, attracting patrons, acquiring and developing new theatre sites and acquiring theatre circuits. Theatres operated by national and regional circuits and by independent exhibitors compete with our theatres. There are no significant barriers to entry in the film exhibition industry. Moviegoers, particularly in the U.S., are generally not brand conscious and usually choose a theatre based on its location, the films showing, the available show times and the theatre’s amenities. The oversupply of screens in the domestic market has affected and may continue to affect the performance of some of our theatres by reducing per-screen attendance levels. Even where we are the only exhibitor in a film licensing zone, we still may experience competition for patrons from theatres in neighboring zones. Film licensing zones are established by film studios, which generally allocate each film to just one theatre within each zone. The zones help to prevent film exhibitors from cannibalizing attendance.

Our competitors, including new film exhibitors, may build new theatres or screens in areas in which we operate. This may negatively affect our ability to license the films we want to exhibit. In addition, competitive pressures may affect our ticket and concession selling price structure. Further, consolidations in the film exhibition industry could have an adverse effect on our business and results of operations if greater size were to give larger operators an advantage in negotiating film licensing terms and concession supply agreements and attracting ancillary revenue opportunities. A change in consumer preferences or technology may cause increased competition or require us to make large capital expenditures in order to compete effectively.

The market for new theatre sites is competitive, and the development of those sites poses a number of risks.

We plan to expand our operations through the development of new theatres. Desirable sites for new theatres may be unavailable or expensive. We face significant competition for potential theatre locations, and therefore we may be unable to add to our theatre circuit on terms we consider acceptable. In addition, many of our leases contain restrictions which prohibit us from opening new theatres within a defined radius. Even if we do identify and secure suitable sites, developing new theatres poses a number of risks, including construction cost overruns, delays or unanticipated expenses. Additionally, the market potential of new theatre sites cannot be precisely determined and newly constructed theatres may not perform up to our expectations.

Our operating results may be adversely affected by increased costs, including film costs, insurance costs and higher wages.

Film license fees are our largest operating expense. Our results are materially affected by distributors’ pricing strategies over which we have no control, and the oversupply of screens in the industry has enabled distributors to be more aggressive on pricing in recent periods. This has affected and may continue to affect the performance of some of our theatres.

Past events, including the terrorist attacks on the U.S. in September 2001, have resulted in significant increases in the cost of our property and liability insurance, have made some insurance coverage available only on unfavorable terms or not at all and have resulted in significant increases in the deductible amount for our liability insurance. Future increases in insurance costs, coupled with the increase in our deductible, will result in higher theatre operating costs and increased risk.

Approximately 90% of our U.S. employees and 82% of our Mexican employees are hourly workers whose compensation is based on the prevailing federal or provincial minimum wages. Any increase in these minimum wages, or any significant inflation, will increase our employee-related costs.

We may not have the ability to pass cost increases on to our patrons through ticket and concession selling price adjustments and thereby sustain our operating margins and profits.

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There are many risks inherent in our international operations.

Our ability to conduct business outside the U.S. and our revenues derived from foreign markets are subject to the risks inherent in international operations. Circumstances and developments related to international operations that could negatively affect our business, financial condition or results of operations include, but are not limited to, the following factors:

• import duties or other legal restrictions on imports;

• exchange rate fluctuations;

• currency restrictions, which may prevent the transfer of capital and profits to the United States;

• foreign competition laws and potentially adverse tax consequences;

• legal and regulatory developments and the responsibility of complying with multiple and potentially conflicting laws;

• general economic conditions in the countries or regions in which we operate, including the impact of regional or country-specific business cycles and economic instability and the possibility of hyperinflationary conditions;

• the geographic, time zone, language and cultural differences among personnel in different areas of the world;

• the possibility that the governments of developing nations will exercise influence over certain aspects of their domestic economies, or as has happened previously, and that this may materially adversely affect us; and

• political conditions, changes and instability.

In addition, our international operations and, specifically, the ability of our non U.S. subsidiaries and joint ventures to dividend or otherwise transfer cash among our subsidiaries, including transfers of cash to pay interest and principal on our debt, may be affected by limitations on imports, currency exchange control regulations, transfer pricing regulations and potentially adverse tax consequences, among other things.

Consumers in Mexico, as well as Spain and South Korea, the countries in which we and our joint ventures operate, may be less inclined to spend their leisure time attending movies than consumers in the U.S. The fact that a movie produced in the U.S. and targeted at U.S. audiences is successful in the U.S. does not mean that it will be successful internationally. In addition, there is generally less international demand for films produced in Mexico, Spain and South Korea, and fewer local films are produced in these countries than in the U.S. Because of existing relationships between distributors and other theatre owners in these countries, we are sometimes unable to obtain the films we want for our theatres. As a result of these factors, attendance levels at some of our international theatres may not be sufficient to permit us to operate them profitably.

The market for acquisitions in our industry is competitive, and we may not benefit from future acquisitions.

We may continue to expand our operations through acquisitions. We may have difficulty identifying suitable acquisition candidates and, even if we do identify suitable candidates, we anticipate significant competition from other film exhibitors, some of whom may be financially stronger than we are, as well as from financial buyers. Therefore, we cannot assure you that we will be able to acquire additional circuits at reasonable

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prices, on favorable terms or at all. If we cannot identify and successfully acquire suitable acquisition candidates, we may not be able to successfully expand our operations and our business could be adversely affected.

Successful integration of acquired operations will depend upon our ability to manage those operations effectively and to benefit from cost savings and operating efficiencies through, for example, the reduction of overhead and theatre-level costs, and from increased revenue resulting from the acquisition. However, we cannot assure you that we will achieve these or other benefits or be able to generate sufficient cash flow from these acquisitions to service any debt we incur to finance these acquisitions. We also cannot assure you that our profitability will be improved by any acquisition. If we cannot generate sufficient cash flow to service debt incurred to finance an acquisition, our business and results of operations would be adversely affected.

In addition, any acquisition may involve various risks, such as:

• the difficulty of integrating the acquired operations and personnel with our current business;

• the potential disruption of our ongoing business;

• the diversion of management’s attention and other resources;

• the process of integrating international acquisitions may be more complex and require a longer time frame to achieve a successful integration;

• the risks of entering markets in which we have little or no experience;

• the possible inability of management to maintain uniform standards, controls, procedures and policies;

• the possibility that any liabilities we may incur or assume may prove to be more burdensome than anticipated;

• the possibility that any acquired theatres do not perform as we expect; and

• the political, economic and other uncertainties in international markets.

An increase in the use of alternative film delivery methods or other forms of entertainment may drive down our attendance and limit our ticket prices.

We compete with other movie delivery methods, including network, cable and satellite television, DVDs and video cassettes, as well as video-on-demand, pay-per-view services and downloads via the Internet. We also compete for the public’s leisure time and disposable income with other forms of entertainment, including sporting events, live music concerts, live theatre and restaurants. An increase in the popularity of these alternative film delivery methods and other forms of entertainment could reduce attendance at our theatres, limit the prices we can charge for admission and materially adversely affect our business and results of operations.

Development of electronic technology may increase our capital expenditures.

The film exhibition industry is in the early stages of conversion from a physical film-based medium to an electronic medium. There are a variety of constituencies associated with this anticipated change that may significantly impact film exhibitors, including content providers, film distributors and equipment providers. It is impossible to predict accurately how the roles and allocation of costs among various industry participants may change as the industry changes from a film-based medium to an electronic medium. Some of our domestic competitors have stated that they intend to make significant capital investments in electronic media. If the conversion process rapidly accelerates, we may have to raise additional capital to finance the associated conversion costs. The additional capital necessary may not be available to us on attractive terms or at all.

If we fail to comply with the ADA, we could be required to incur additional capital expenditures and be subject to penalties.

Our theatres in the U.S. must comply with Title III of the Americans with Disabilities Act of 1990, or the ADA. Compliance with the ADA requires that public accommodations “reasonably accommodate” individuals with disabilities and that new construction or alterations made to “commercial facilities” conform to accessibility

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guidelines unless “structurally impracticable” for new construction or “technically infeasible” for alterations. Non-compliance with the ADA could result in the imposition of injunctive relief, fines, an award of damages to private litigants or additional capital expenditures to remedy such non-compliance. Any imposition of injunctive relief, fines, damage awards or capital expenditures could adversely affect our business and results of operations. From time to time, we may be subject to ADA compliance investigations in the jurisdictions in which we operate.

A prolonged economic downturn could have a material adverse effect on our business and results of operations by reducing consumer spending in our industry.

We depend on consumers to spend discretionary funds on leisure activities. Movie theatre attendance may be affected by prolonged, negative trends in the general economy that adversely affect consumer spending. Any reduction in consumer confidence or disposable income in general may affect the demand for motion pictures or severely impact the motion picture production industry, which, in turn, could adversely affect our business and results of operations.

Our results of operations vary from period to period based upon the quantity and quality of the motion pictures that we show in our theatres.

Our results of operations vary from period to period based upon the quantity and quality of the motion pictures that we show in our theatres. Historically, the major film distributors released those films that they anticipated would be the most successful during the summer and holiday seasons. Consequently, we typically generate higher revenues during these periods. Although studios have begun to release films on a more consistent basis throughout the year, there remains seasonal fluctuation in our business.

The loss of services of one or more members of our senior management team could adversely affect our business, results of operations and ability to effectively pursue our business strategy.

Our success depends upon the retention of our senior management, some of whom do not have long term employment agreements. See “Management—Agreements with Employees.” We cannot assure you that we would be able to find qualified replacements for the individuals who make up our senior management if their services were no longer available. The loss of services of one or more members of our senior management team could adversely affect our business, results of operations and our ability to effectively pursue our business strategy. We do not maintain key-man life insurance for any of our employees.

Our bankruptcy reorganization may adversely affect the perception of our financial condition.

Our past inability to meet our obligations that resulted in our filing for bankruptcy protection in 2001, or the perception that we may not be able to meet our obligations in the future, could adversely affect our ability to obtain adequate financing, to enter into new leases for theatres or to retain or attract high-quality employees. It could also adversely affect our relationships with film distributors, concession suppliers and real estate owners and developers. Our relationships with existing business partners, or our attempts to enter into agreements in the future, could also be adversely affected as a result of our rejection, attempted rejection and renegotiation of various agreements during the course of our bankruptcy.

Some of our employees are represented by labor unions and any work stoppage could adversely affect our business.

In the United States, approximately 2% of our employees are represented by the International Alliance of Stage Employees and Moving Picture Technicians, Artists and Allied Crafts of the United States and Canada and approximately 3% of our employees are represented by the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America, UAW, AFL-CIO. In Mexico, substantially all of our nonmanagement employees are represented by Sindicato Progresista de Trabajadores y Empleados de Empresas

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de Espectáculos, Servicios y Actividades Recreativas de la Republica Mexicana. Although we believe that our relations with our employees are good, we cannot assure you that we will be able to negotiate a satisfactory renewal of these collective bargaining agreements or that our employee relations will remain stable.

We may suffer material losses or damages, or be required to make material payments on existing lease and other guaranty obligations, concerning entities, businesses and assets we will no longer own as a result of the Transactions, and we may not be able to collect on indemnities from the purchaser of our Canadian and German film exhibition operations in order to satisfy these losses, damages or payments.

We may suffer losses or damages as a result of claims asserted by third parties relating to the Canadian and German entities which we will no longer own as a result of the Transactions. While we cannot predict at this time what claims third parties may potentially assert against us, or the frequency or magnitude of such claims, such claims may include matters related to our former ownership and operation of the Canadian and German entities and their respective businesses or assets (including matters related to the initial public offering of the Cineplex Galaxy Income Fund in Canada). In addition, we have guaranteed certain real property leases for theatres located in Canada and in Germany which we will no longer own following the Transactions. The Canadian leases are long term leases and contain options for additional terms which, if exercised, could extend the leases for substantial additional periods.

Under a purchase agreement for the Canadian transfer, our former investors will indemnify us for certain potential liabilities in connection with the sale of our Canadian and German entities, which indemnity will be guaranteed by Cineplex Odeon Corporation, or COC, which was our wholly owned Canadian subsidiary, prior to its sale. It also contains provisions intended to restrict the activities of the purchaser of Canadian operations and COC and to cause the indemnifying party and COC collectively to hold a specified amount of assets. However, there can be no assurance that the assets available to satisfy these obligations will be sufficient. Moreover, the value of the assets required to be so held will be reduced significantly as of December 14, 2006. Accordingly, we may suffer damages or losses, or be required to make payments on outstanding guaranties, for which we may not be made whole under the indemnity. Such damages or losses, or required payments, may have a material adverse effect on our business, assets and results of operations.

We may not be able to generate additional ancillary revenues.

We intend to continue to pursue ancillary revenue opportunities such as advertising, promotions and alternative uses of our theatres during non-peak hours. Our ability to achieve our business objectives may depend in part on our success in increasing these revenue streams. Some of our domestic competitors have stated that they intend to make significant capital investments in digital advertising delivery, and the success of this delivery system could make it more difficult for us to compete for advertising revenue. We cannot assure you that we will be able to effectively generate additional ancillary revenue and our inability to do so could have an adverse effect on our business and results of operations.

We are owned and controlled by the Sponsors and their interests as equity holders may conflict with yours as a creditor.

We are owned and controlled by the Sponsors, and they have the ability to control our policies and operations. The interests of the Sponsors may not in all cases be aligned with your interests as a holder of the notes. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of our equity holders might conflict with your interests as a note holder. In addition, our equity holders may have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investments, even though such transactions might involve risks to you as a holder of the notes. Furthermore, the Sponsors may in the future own businesses that directly compete with ours. For information concerning our stockholders agreement and our management agreement with the Sponsors following the Transactions, see “Certain Relationships and Related Transactions.”

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MARKET AND INDUSTRY INFORMATION

Information regarding market share, market position, industry data pertaining to our business and the information in the tables in the section “Film Exhibition Industry” contained in this prospectus consists of our estimates based on data and reports compiled by industry professional organizations, industry analysts, and our management’s knowledge of our business and markets.

We take responsibility for compiling and extracting, but we have not independently verified, market and industry data provided by third parties or by industry or general publications, and we take no further responsibility for this data. Similarly, while we believe our internal estimates are reliable, our estimates have not been verified by any independent sources, and we cannot assure you that they are accurate.

References in this prospectus to DMAs, or designated market areas, represent market regions, defined by Nielsen Media Research, which are used by broadcasters and others to define media and advertising markets.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements.” Forward-looking statements give our current expectations or forecasts of future events. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “project” or “continue” or the negative thereof or other similar words. From time to time, we also may provide oral or written forward-looking statements in other materials we release to the public. Any or all of our forward-looking statements in this prospectus and in any public statements we make may turn out to be incorrect, possibly to a material degree. Such statements can be affected by inaccurate assumptions we might make or by known or unknown risks or uncertainties. Consequently, no forward-looking statement can be guaranteed. Actual results may vary materially. We caution you not to place undue reliance on any forward-looking statements.

You should also understand that it is not possible to predict or identify all the risks and uncertainties that could affect future events, and you should not consider the following list to be a complete statement of all potential risks and uncertainties. Important factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to:

• our ability to make scheduled payments of principal and interest on our indebtedness;

• poor performance of, or any disruption in the production or distribution of, first-run motion pictures, or a reduction in the marketing efforts of film distributors;

• the risk that a deterioration in our relationship with any of the major film distributors or primary concession suppliers could adversely affect our ability to negotiate licensing agreements or supply arrangements on favorable terms;

• an oversupply of screens in the U.S. or in our international markets;

• the cost of capital investments in electronic media;

• the inherent risks of international operations;

• the impact of alternative film delivery methods and other forms of entertainment on theatre attendance and ticket prices;

• our ability to develop and acquire theatres at reasonable prices, on favorable terms or at all;

• potential fines, awards of damages or injunctive relief if we fail to comply with the Americans with Disabilities Act;

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• the effect of a prolonged economic downturn on consumer spending and the demand for motion pictures;

• the intense competition that exists in our industry;

• our ability to take action and maintain operating efficiencies with the presence of partners;

• the effect of our bankruptcy reorganization on our ability to obtain financing, to enter into new leases or to attract high-quality employees;

• our ability to effectively generate additional ancillary revenue opportunities from our theatres; and

• the loss of services of one or more members of our senior management team.

The foregoing factors are not exhaustive, and new factors may emerge or changes to the foregoing factors may occur that could impact our business. Except to the extent required by law, we undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

You should review carefully the section captioned “Risk Factors” in this prospectus for a more complete discussion of the risks of an investment in the notes.

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THE TRANSACTIONS

On July 30, 2004, LCE Holdings, Inc., a company formed by our Sponsors, acquired 100% of the capital stock of our company and, directly and indirectly, Cinemex for an aggregate purchase price of approximately $1.5 billion pursuant to an agreement between LCE Holdings, Inc. and our former investors.

As a condition to and prior to the closing, we sold all of our Canadian and German film exhibition operations to our former investors. The proceeds from the sale of our Canadian film exhibition operations that we received were paid to our former investors in addition to the purchase price stated above. Our former investors indemnified us for certain potential liabilities in connection with these sales.

At the closing, we acquired, indirectly, from our former investors all of the outstanding stock of Cinemex, through which our former investors held all of their Mexican film exhibition operations. As a result, Cinemex became our wholly owned subsidiary. Concurrently with the acquisition, LCE Acquisition Corporation merged with and into Loews Cineplex Entertainment Corporation, with Loews Cineplex Entertainment Corporation continuing as the surviving corporation. As a result of the merger of LCE Acquisition Corporation with and into Loews Cineplex Entertainment Corporation, Loews Cineplex Entertainment Corporation assumed by operation of law all of the rights and obligations of LCE Acquisition Corporation. The purchase of our company and Cinemex was financed with our borrowings under our senior secured credit facility, the issuance of the outstanding notes, cash equity investments by the Sponsors and cash on hand from operations.

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THE EXCHANGE OFFER

Purpose and Effect

Concurrently with the sale of the outstanding notes on July 30, 2004, we and the subsidiary guarantors entered into a registration rights agreement with the initial purchasers of the outstanding notes, which requires us to file a registration statement under the Securities Act with respect to the exchange notes and, upon the effectiveness of the registration statement, offer to the holders of the outstanding notes the opportunity to exchange their outstanding notes for a like principal amount of exchange notes. The exchange notes will be issued without a restrictive legend and generally may be reoffered and resold without registration under the Securities Act. The registration rights agreement further provides that we must use commercially reasonable efforts to consummate the exchange offer within 50 days after the effective date of the registration statement of which this prospectus is a part.

Except as described below, upon the completion of the exchange offer, our obligations with respect to the registration of the outstanding notes and the exchange notes will terminate. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part, and this summary of the material provisions of the registration rights agreement does not purport to be complete and is qualified in its entirety by reference to the complete registration rights agreement. As a result of the timely filing and the effectiveness of the registration statement, we will not have to pay certain additional interest on the outstanding notes provided in the registration rights agreement. Following the completion of the exchange offer, holders of outstanding notes not tendered will not have any further registration rights other than as set forth in the paragraphs below, and the outstanding notes will continue to be subject to certain restrictions on transfer. Accordingly, the liquidity of the market for the outstanding notes could be adversely affected upon consummation of the exchange offer. See “Risk Factors—If you do not properly tender your outstanding notes, your ability to transfer your outstanding notes will be adversely affected.”

In order to participate in the exchange offer, a holder must represent to us, among other things, that:

• any notes to be received by the holder will be acquired in the ordinary course of business;

• the holder has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the notes in violation of the provisions of the Securities Act;

• the holder is not an “affiliate” (within the meaning of Rule 405 under Securities Act) of us, or the subsidiary guarantors; and

• if the holder is a broker-dealer that will receive notes for its own account in exchange for outstanding notes that were acquired as a result of market-making or other trading activities, then the holder will deliver a prospectus in connection with any resale of such notes.

Under certain circumstances specified in the registration rights agreement, we may be required to file a “shelf” registration statement for a continuous offering in connection with the outstanding notes pursuant to Rule 415 under the Securities Act.

Resale of the Exchange Notes

Based on an interpretation by the Staff of the SEC set forth in no-action letters issued to third-parties, we believe that, with the exceptions set forth below, the exchange notes issued in the exchange offer in exchange for outstanding notes may be offered for resale, resold and otherwise transferred by the holder of exchange notes without compliance with the registration and prospectus delivery requirements of the Securities Act, unless the holder:

• acquired the notes other than in the ordinary course of the holder’s business;

• has an arrangement with any person to engage in the distribution of the exchange notes;

• is an “affiliate” of ours or the subsidiary guarantors within the meaning of Rule 405 under the Securities Act;

• is a broker-dealer who purchased outstanding notes directly from us for resale under Rule 144A or any other available exemption under the Securities Act; or

• is prohibited by law or policy of the SEC from participating in the exchange offer.

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Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes cannot rely on this interpretation by the SEC’s staff and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange note. See “Plan of Distribution.” Broker-dealers who acquired outstanding notes directly from us and not as a result of market making activities or other trading activities may not rely on the staff’s interpretations discussed above or participate in the exchange offer, and must comply with the prospectus delivery requirements of the Securities Act in order to sell the outstanding notes.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all outstanding notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on                     , 2005, or such date and time to which we extend the offer. We will issue $1,000 in principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes accepted in the exchange offer. Holders may tender some or all of their outstanding notes pursuant to the exchange offer. However, outstanding notes may be tendered only in integral multiples of $1,000 in principal amount.

The exchange notes will evidence the same debt as the outstanding notes and will be issued under the terms of, and entitled to the benefits of, the indenture relating to the outstanding notes.

As of the date of this prospectus, $315.0 million in aggregate principal amount of outstanding notes were outstanding, and there was one registered holder, a nominee of The Depository Trust Company. This prospectus, together with the letter of transmittal, is being sent to the registered holder and to others believed to have beneficial interests in the outstanding notes. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated under the Exchange Act.

We will be deemed to have accepted validly tendered outstanding notes when, as and if we have given oral or written notice thereof to U.S. Bank National Association, the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us. If any tendered outstanding notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events set forth under the heading “—Conditions to the Exchange Offer” or otherwise, certificates for any such unaccepted outstanding notes will be returned, without expense, to the tendering holder of those outstanding notes as promptly as practicable after the expiration date unless the exchange offer is extended.

Holders who tender outstanding notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes in the exchange offer. We will pay all charges and expenses, other than certain applicable taxes, applicable to the exchange offer. See “—Fees and Expenses.”

We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC. Outstanding notes that are not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits such holders have under the indenture relating to the outstanding notes and the registration rights agreement.

Subject to the terms of the registration rights agreement, we expressly reserve the right to amend or terminate the exchange offer, and to not accept for exchange any outstanding notes not previously accepted for

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exchange, upon the occurrence of any of the conditions specified below under the caption “—Conditions to the Exchange Offer.”

Expiration Date; Extensions; Amendments

The expiration date shall be 5:00 p.m., New York City time, on                     , 2005, unless we, in our sole discretion, extend the exchange offer, in which case the expiration date shall be the latest date and time to which the exchange offer is extended. In order to extend the exchange offer, we will notify the exchange agent and each registered holder of any extension by oral or written notice prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date and will also disseminate notice of any extension by press release or other public announcement prior to 9:00 a.m., New York City time. We reserve the right, in our sole discretion:

• to delay accepting any outstanding notes, to extend the exchange offer or, if any of the conditions set forth under “Conditions to the Exchange Offer” shall not have been satisfied, to terminate the exchange offer, by giving oral or written notice of that delay, extension or termination to the exchange agent, or

• to amend the terms of the exchange offer in any manner.

In the event that we make a fundamental change to the terms of the exchange offer, we will file a post-effective amendment to the registration statement.

Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, extension, termination or amendment of the exchange offer, we shall have no obligation to publish, advertise, or otherwise communicate any such public announcement, other than by making a timely release to a financial news service.

Conditions to the Exchange Offer

Notwithstanding any other provision of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any outstanding notes and may terminate or amend the exchange offer if at any time before the acceptance of those outstanding notes for exchange or the exchange of the exchange notes for those outstanding notes, we determine that the exchange offer violates applicable law, any applicable interpretation of the staff of the SEC or any order of any governmental agency or court of competent jurisdiction.

The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition or may be waived by us in whole or in part at any time and from time to time in our sole discretion. The failure by us at any time to exercise any of the foregoing rights shall not be deemed a waiver of any of those rights and each of those rights shall be deemed an ongoing right which may be asserted at any time and from time to time.

In addition, we will not accept for exchange any outstanding notes tendered, and no exchange notes will be issued in exchange for those outstanding notes, if at such time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939. In any of those events we are required to use every reasonable effort to obtain the withdrawal of any stop order at the earliest possible time.

Procedures for Tendering

Only a registered holder of notes may tender such notes in the exchange offer. To effectively tender in the exchange offer, a holder must complete, sign and date a copy or facsimile of the letter of transmittal, have the

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signatures thereon guaranteed if required by the letter of transmittal, and mail or otherwise deliver such letter of transmittal or such facsimile, together with the notes and any other required documents, to the exchange agent at the address set forth below under “Exchange Agent” for receipt on or prior to the expiration date. Delivery of the notes also may be made by book-entry transfer in accordance with the procedures described below. If you are effecting delivery by book-entry transfer,

• confirmation of such book-entry transfer must be received by the exchange agent prior to the expiration date; and

• you must transmit to the exchange agent on or prior to the expiration date a computer-generated message transmitted by means of the Automated Tender Offer Program System of The Depository Trust Company (“DTC”) in which you acknowledge and agree to be bound by the terms of the letter of transmittal and which, when received by the exchange agent, forms a part of the confirmation of book-entry transfer.

By executing the letter of transmittal or effecting delivery by book-entry transfer, each holder is making to us those representations set forth under the heading “—Resale of the Exchange Notes.”

The tender by a holder of notes will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

The method of delivery of the notes and the letters of transmittal and all other required documents to the exchange agent is at the election and sole risk of the holder. As an alternative to delivery by mail, holders may wish to consider overnight or hand delivery service. In all cases, sufficient time should be allowed to ensure delivery to the exchange agent on or prior to the expiration date. You should not send any letters of transmittal or notes to us. Holders may request that their respective brokers, dealers, commercial banks, trust companies or nominees effect the above transaction for such holders.

The term “holder” with respect to the exchange offer means any person in whose name notes are registered on our books or any other person who has obtained a properly completed bond power from the registered holder, or any person whose notes are held of record by DTC who desires to deliver such notes by book-entry transfer at DTC.

Effect of Not Tendering

Holders of outstanding notes who do not exchange their outstanding notes for exchange notes in the exchange offer will remain subject to the restrictions on transfer of such outstanding notes:

• as set forth in the legend printed on the outstanding notes as a consequence of the issuance of the outstanding notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and

• otherwise set forth in the prospectus distributed in connection with the private offering of the outstanding notes.

In general, you may not offer or sell the outstanding notes unless they are registered under the Securities Act, or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreements, we do not intend to register resales of the outstanding notes under the Securities Act. Based on interpretations of the SEC staff, exchange notes issued pursuant to the exchange offer may be offered for resale, resold or otherwise transferred by their holders, other than any such holder that is our “affiliate” within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the holders acquired the exchange notes in the ordinary course of the holders’ business and the holders have no arrangement or understanding with respect to the distribution of the exchange notes to be acquired in the

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exchange offer. Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes:

• could not rely on the applicable interpretations of the SEC; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

Guaranteed Delivery Procedures

If your notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender, you should promptly contact the person in whose name the notes are registered and instruct such registered holder to tender on your behalf. If a beneficial owner wishes to tender on his or her own behalf, the holder must, prior to completing and executing the letter of transmittal and delivering the notes, either make appropriate arrangements to register ownership of the notes in his or her name or to obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time. Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an Eligible Institution (defined below) unless the notes are tendered:

• by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

• for the account of an Eligible Institution.

If signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed, such guarantee must be by a participant in a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Exchange Act (an “Eligible Institution”).

If the letter of transmittal is signed by a person other than the registered holder of any notes listed therein, such notes must be endorsed or accompanied by properly completed bond powers, signed by such registered holder as such registered holder’s name appears on such notes with the signature thereon guaranteed by an Eligible Institution. If the letter of transmittal or any notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and submit with the letter of transmittal evidence satisfactory to so act.

Book Entry Transfer

We understand that the exchange agent will make a request, promptly after the date of this prospectus, to establish accounts with respect to the notes at the book-entry transfer facility of DTC for the purpose of facilitating this exchange offer, and subject to the establishment of these accounts, any financial institution that is a participant in the book-entry transfer facility system may make book-entry delivery of notes by causing the transfer of such notes into the exchange agent’s account with respect to the notes in accordance with DTC’s procedures for such transfer. Although delivery of the notes may be effected through book-entry transfer into the exchange agent’s account at the book-entry transfer facility, unless the holder complies with the procedures described in the following paragraph or the guaranteed delivery procedures described below, an appropriate letter of transmittal properly completed and duly executed with any required signature guarantee and all other required documents must in each case be transmitted to and received or confirmed by the exchange agent at its address set forth below before the expiration date. The delivery of documents to the book-entry transfer facility does not constitute delivery to the exchange agent.

The exchange agent and DTC have confirmed that the exchange offer is eligible for the Automated Tender Offer Program (“ATOP”) of DTC. Accordingly, DTC participants may electronically transmit their acceptance of the exchange offer by causing DTC to transfer notes to the exchange agent in accordance with the procedures for

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transfer established under ATOP. DTC will then send an Agent’s Message to the exchange agent. The term “Agent’s Message” means a message transmitted by DTC that, when received by the exchange agent, forms part of the formation of a book-entry transfer and that states that DTC has received an express acknowledgement from the DTC participant that such participant has received and agrees to be bound by the terms of the letter of transmittal and that we may enforce such agreement against such participant. In the case of an Agent’s Message relating to guaranteed delivery, the term means a message transmitted by DTC and received by the exchange agent that states that DTC has received an express acknowledgement from the DTC participant that such participant has received and agrees to be bound by the notice of guaranteed delivery.

We will determine all questions as to the validity, form eligibility (including time of receipt), acceptance and withdrawal of the tendered notes in our sole discretion, and our determination will be final and binding. We reserve the absolute right to reject any and all notes not validly tendered or any notes the acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any defects, irregularities or conditions of tender as to particular notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to the tender of notes, neither we, the exchange agent nor any other person shall incur any liability for failure to give such notification. Tenders of notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any notes received by the exchange agent that are not validly tendered and as to which the defects or irregularities have not been cured or waived, or if notes are submitted in a principal amount greater than the principal amount of notes being tendered by such tendering holder, such unaccepted or non-exchanged notes will be returned by the exchange agent to the tendering holders (or, in the case of notes tendered by book-entry transfer into the exchange agent’s account at the book-entry transfer facility pursuant to the book-entry transfer procedures described above, such unaccepted or non-exchanged notes will be credited to an account maintained with such book-entry transfer facility), unless otherwise provide in the letter of transmittal designed for such notes, promptly following the expiration date.

Withdrawal Rights

Tenders of outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

For a withdrawal of a tender of outstanding notes to be effective, a written or, for The Depository Trust Company participants, electronic ATOP transmission, notice of withdrawal, must be received by the exchange agent at its address set forth under “—Exchange Agent” prior to 5:00 p.m., New York City time, on the expiration date. Any such notice of withdrawal must:

• specify the name of the person having deposited the outstanding notes to be withdrawn, whom we refer to as the depositor;

• identify the outstanding notes to be withdrawn, including the certificate number or numbers and principal amount of such outstanding notes or, in the case of notes transferred by book-entry transfer, the name and number of the account at DTC to be credited;

• be signed by the holder in the same manner as the original signature on the letter of transmittal by which such outstanding notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee register the transfer of such outstanding notes into the name of the person withdrawing the tender; and

• specify the name in which any such outstanding notes are to be registered, if different from that of the depositor.

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All questions as to the validity, form, eligibility and time of receipt of such notices will be determined by us, whose determination shall be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any outstanding notes which have been tendered for exchange, but which are not exchanged for any reason, will be returned to the holder of those outstanding notes without cost to that holder as soon as practicable after withdrawal, rejection of tender, or termination of the exchange offer. Properly withdrawn outstanding notes may be retendered by following one of the procedures under “—Procedures for Tendering” at any time on or prior to the expiration date.

Exchange Agent

All executed letters of transmittal should be directed to the exchange agent. U.S. Bank National Association has been appointed as exchange agent for the exchange offer. Questions, requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

By Registered or Certified Mail; Hand Delivery or Overnight Courier:

U.S. Bank National Association

Richard Prokosch

Corporate Trust Department

EP-MN-WS3C

60 Livingston Avenue

St. Paul, MN 55107

By Facsimile (Eligible Institutions Only):

(651) 495-8097

For Information or Confirmation by Telephone:

(651) 495-3918

Originals of all documents sent by facsimile should be sent promptly by registered or certified mail, by hand or by overnight delivery service.

Fees and Expenses

We will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. The principal solicitation is being made by mail; however, additional solicitations may be made in person or by telephone by our officers and employees. The estimated cash expenses to be incurred in connection with the exchange offer will be paid by us and will include fees and expenses of the exchange agent, accounting, legal, printing and related fees and expenses.

Transfer Taxes

Holders who tender their outstanding notes for exchange will not be obligated to pay any transfer taxes in connection with that tender or exchange, except that holders who instruct us to register exchange notes in the name of, or request that outstanding notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax on those outstanding notes.

38

USE OF PROCEEDS

This exchange offer is intended to satisfy our obligations under the registration rights agreement, dated July 30, 2004, by and among us, the subsidiary guarantors and the initial purchasers of the outstanding notes. We will not receive any proceeds from the issuance of the exchange notes in the exchange offer. Instead, we will receive in exchange outstanding notes in like principal amount. We will retire or cancel all of the outstanding notes tendered in the exchange offer. Accordingly, issuance of the exchange notes will not result in any change in our capitalization.

39

CAPITALIZATION

The following table sets forth our cash and cash equivalents, debt and capitalization as of December 31, 2004. You should read this table in conjunction with our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical combined consolidated financial statements and the notes to those statements included elsewhere in this prospectus.

	As of December 31, 2004
	(in millions)
Cash and cash equivalents	$	71.0
Debt
Revolving credit facilities(1)		0.0
U.S. term loan		628.4
Capitalized leases and mortgage		30.5
Mexico term loan facility		92.1
Total Senior debt		751.0
Senior subordinated notes		315.0
Total debt		1,066.0
Stockholders’ equity		405.4
Total capitalization	$	1,471.4

(1) Our senior secured credit facility includes a $100.0 million revolving credit facility and the Cinemex senior secured credit facility includes a $25.0 million revolving credit facility. We use these revolving credit facilities to fund working capital and other general purposes. Availability under our revolving credit facility is reduced by our outstanding letters of credit, which at December 31, 2004 were $6.0 million.

40

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma consolidated financial information has been derived by the application of pro forma adjustments to our historical consolidated financial statements. The historical consolidated financial information for the predecessor period from January 1, 2004 to July 31, 2004 and the successor period from August 1, 2004 to December 31, 2004 have been combined for the following presentation of the unaudited pro forma consolidated financial information.

The unaudited pro forma consolidated financial statements are based on the historical combined consolidated financial statements of Loews Cineplex Entertainment Corporation included elsewhere in this prospectus, adjusted to give pro forma effect to the following transactions, which we refer to as the Transactions, as if they had occurred on January 1, 2004.

• The issuance of new common stock by LCE Holdings, Inc. for an aggregate price of $421.7 million;

• Our borrowing under our senior secured credit facility of $630.0 million;

• Our issuance of $315.0 million of senior subordinated notes;

• Our $2.3 million borrowing under our $100.0 million revolving credit facility;

• The acquisition of all of the outstanding common stock of LCE Corp. and Cinemex for an aggregate purchase price of approximately $1.5 billion;

• The repayment of the outstanding amounts under our previous U.S. credit facility of $326.8 million;

• The merger of LCE Acquisition Corporation with and into Loews; and

• The payment of transaction costs totaling approximately $59.2 million.

The unaudited pro forma consolidated financial statements are based on the estimates and assumptions set forth in the notes to these statements that management believes are reasonable. The unaudited pro forma consolidated financial statements should be read in conjunction with the historical consolidated financial statements and related notes and other financial information pertaining to us included elsewhere in this prospectus, including “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The unaudited pro forma consolidated financial information does not purport to represent what our results of operations would have been if the Transactions had occurred as of January 1, 2004, nor are they indicative of the results for any future periods.

41

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2004

(IN THOUSANDS OF U.S. DOLLARS)

	Predecessor Historical for the Seven Months Ended July 31, 2004			Successor Historical for the Five Months Ended Dec. 31, 2004			Combined Twelve Months Ended Dec. 31, 2004			Transaction Related Adjustments			Pro Forma for the Twelve Months Ended December 31, 2004
Revenues
Box office	$	384,814		$	237,545		$	622,359		$	—		$	622,359
Concession		156,646			94,884			251,530			—			251,530
Other		25,820			23,609			49,429			—			49,429
Total operating revenue		567,280			356,038			923,318			—			923,318
Expenses
Theatre operations and other		404,674			264,608			669,282			—			669,282
Cost of concessions		23,365			13,948			37,313			—			37,313
General and administrative		43,334			20,934			64,268			(9,169	)(a)		55,099
Depreciation and amortization		49,623			45,771			95,394			11,745	(b)		107,139
(Gain)/loss on sale/disposal of theatres		(3,734	)		1,430			(2,304	)		—			(2,304	)
Total operating expenses		517,262			346,691			863,953			2,576			866,529
INCOME/(LOSS) FROM OPERATIONS		50,018			9,347			59,365			(2,576	)		56,789
Interest expense, net		16,663			36,005			52,668			18,195	(c)		70,863
Loss on early extinguishment of debt		6,856			882			7,738			(7,738	)(d)		—
Equity income in long-term investments		(933	)		(1,438	)		(2,371	)		(2,298	)(e)		(4,669	)
INCOME/(LOSS) BEFORE INCOME TAXES		27,432			(26,102	)		1,330			(10,735	)		(9,405	)
Income tax expense/(benefit)		12,886			(3,244	)		9,642			(4,549	)(f)		5,093
NET INCOME/(LOSS) FROM CONTINUING OPERATIONS	$	14,546		$	(22,858	)	$	(8,312	)	$	(6,186	)	$	(14,498	)

See Notes to Unaudited Pro Forma Consolidated Statement of Operations

42

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

(IN THOUSANDS OF U.S. DOLLARS)

(a) Reflects an adjustment of $2.9 million to remove the actual historical management fee related to our former investors during the period, as the contract with our former investors was terminated on July 30, 2004, an adjustment to remove the one-time costs of $8.6 million associated with the transaction, (primarily success bonuses paid upon the completion of the Transactions) and the addition of the new annual management fee payable to our Sponsors of $2.3 million for the period prior to the Transactions. See “Certain Relationships and Related Transactions.”

(b) The purchase price exceeded the underlying carrying amount of our net assets. The allocation of the excess purchase price to assets at July 31, 2004 is as follows:

	Book Value		Fair Value		Useful Lives
Property, plant and equipment	$	651,945	$	739,776	7.8
Advertising contracts		2,396		27,425	3.3
Non-Compete agreements		4,395		4,395	1.7
Management contracts		7,471		8,700	22.7
Beneficial leases		—		34,068	7.7
Tradenames		98,085		94,153	N/A
Goodwill		192,621		545,135	N/A

As the useful life of the tradenames and goodwill is indefinite, no amortization is recorded on these assets. The unaudited pro forma consolidated statement of operation has been adjusted to reflect additional depreciation expense on property, plant and equipment of $7.5 million and additional amortization on various intangibles of $4.2 million for the seven month period ended July 31, 2004 as a result of the increase in carrying values.

(c) Reflects the net change in interest expense as a result of the new financing arrangements to fund the Transactions, which is calculated as follows:

	In Thousands
Interest on new borrowings:
Revolving credit facility (1)	$	546
U.S. term loan (2)		26,492
Senior subordinated notes (3)		28,350
Rolled-over existing borrowings (4)		11,064
Interest expense following the Transactions		66,452
Amortization of deferred financing fees (5)		4,411
Total pro forma interest expense		70,863
Historical interest expense		52,668
Adjustment to interest expense	$	18,195

Each .125 percentage point change in the interest rate on our new senior secured credit facility would result in a change in interest expense of $0.8 million for the twelve months ended December 31, 2004.

43

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS)

(1) Represents interest on the outstanding balance and commitment fees on the balance of the revolving credit facility as follows (in thousands):

	Historical for the Twelve Months Ended December 31, 2004
Average outstanding balance on revolving credit facility during the five months ended December 31, 2004 following completion of the Transaction	$	1,250
Assumed interest rate: Weighted Average		4.21	%
Pro forma interest	$	53
Estimated average unused portion of revolving credit facility	$	98,750
Commitment fee		0.50	%
Pro forma commitment fee	$	494
Total interest and commitment fee on revolving credit	$	546

(2) Represents interest on the new U.S. term loan as follows:

Outstanding balance on U.S. term loan	$	630,000
Assumed interest rate: Weighted Average		4.21	%
Pro forma interest on term loan	$	26,492

(3) Represents interest on the senior subordinated notes offered hereby as follows:

Outstanding balance on senior subordinated notes	$	315,000
Assumed interest rate		9.00	%
Pro forma interest on notes	$	28,350

(4) Represents the interest expense related to a mortgage, our theatre capital leases and the Cinemex senior credit facility that were not refinanced as part of the Transactions. Following the closing of the Transactions, we renegotiated a new senior secured credit facility of approximately $100 million to refinance the existing Cinemex senior facility and provide working capital. This transaction did not materially impact interest expense.

(5) Reflects amortization expense on the $34.7 million of new deferred financing costs for the year ended December 31, 2004.

(d) Reflects the removal of loss on early extinguishment of debt for the seven months ended July 31, 2004 and the five months ended December 31, 2004.

(e) Reflects the removal of our share of the equity loss from operations for the seven month period ended July 31, 2004 of our former German joint venture as a result of the sale of our interest in that joint venture to our former investors. This sale is part of the Transactions described elsewhere in this prospectus.

(f) Reflects the adjustment in income tax expense resulting from the above adjustments at the statutory tax rate used for the year ended December 31, 2004.

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SELECTED HISTORICAL FINANCIAL AND OPERATING DATA

The financial data presented for the two years ended February 28, 2002, the one month ended March 31, 2002, the nine months ended December 31, 2002, the year ended December 31, 2003, the seven months ended July 31, 2004 and the five months ended December 31, 2004 are derived from our audited combined consolidated financial statements. Our financial statements include the assets, liabilities and results of operations of Cinemex on a combined basis for the period June 19, 2002 (the date Cinemex became an entity under common control) through July 31, 2004 and on a fully consolidated basis beginning August 1, 2004. We have consolidated Magic Johnson Theatres for all periods beginning April 1, 2002 as a result of our adoption of FIN 46(R). We have reflected the financial position and results of our former Canadian operations as discontinued operations for all periods from April 1, 2002 to July 31, 2004, as those operations were sold to affiliates of our former investors as part of the Transactions.

During the period from February 15, 2001 through March 21, 2002, we operated under the protection of chapter 11 of the U.S. Bankruptcy Code. For accounting purposes, we have accounted for the reorganization as of March 31, 2002. Accordingly, our historical financial information for all periods through March 31, 2002 reflects the financial results of operations of our Pre-Bankruptcy Predecessor Company (prior to reorganization), and our historical financial information for the period April 1, 2002 through July 31, 2004 reflects that of our Predecessor Company (post-reorganization, pre-Transactions). Our results of operations during the reorganization period were significantly affected by our bankruptcy proceedings and are therefore not comparable in all respects with our results for other periods presented.

On July 30, 2004, LCE Holdings, Inc., a company formed by our Sponsors, acquired 100% of the capital stock of our company and, indirectly, Cinemex. For accounting purposes and consistent with our reporting periods, we have used July 31, 2004 as the effective date of the Transactions. Based on this event, we have reported our operating results and financial position for all periods presented from April 1, 2002 through July 31, 2004 as those of the Predecessor Company and for all periods from and after August 1, 2004 as those of the Successor Company. The Predecessor Company periods and the Successor Company period have different bases of accounting and are not therefore comparable.

You should read the selected historical financial data presented below together with, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the combined consolidated financial statements and related notes and other financial information included elsewhere in this prospectus.

45

Selected Historical Financial Data

(in thousands except share and per share data)

	Pre-Bankruptcy Predecessor (a)									Predecessor									Successor
	Year Ended February 28 or 29,						March 1 to March 31, 2002			Period April 1, to December 31, 2002(b)			Year Ended December 31, 2003			Period January 1, to July 31, 2004			Period August 1, to December 31, 2004
	2001			2002
Statement of Operations Data
Revenues:
Box office	$	628,851		$	600,725		$	52,514		$	475,505		$	628,643		$	384,814		$	237,545
Concessions		241,034			224,289			20,869			192,353			253,406			156,646			94,884
Other		35,383			31,139			2,158			36,657			46,189			25,820			23,609
Total operating revenues		905,268			856,153			75,541			704,515			928,238			567,280			356,038
Expenses:
Theatre operations and other		714,132			652,944			55,187			517,017			681,493			404,674			264,608
Cost of concessions		39,061			35,080			2,609			27,574			35,460			23,365			13,948
General and administrative		50,369			42,186			3,906			55,942			60,099			43,334			20,934
Depreciation and amortization		124,119			108,823			6,010			50,746			80,940			49,623			45,771
Restructuring charges (a)		12,653			9,549			1,445			—			—			—			—
(Gain)/loss on sale/disposal of theatres (a)		240,609			33,810			—			733			(4,508	)		(3,734	)		1,430
Total operating expenses		1,180,943			882,392			69,157			652,012			853,484			517,262			346,691
Income/(loss) from operations		(275,675	)		(26,239	)		6,384			52,503			74,754			50,018			9,347
Interest expense, net		98,601			60,866			3,914			30,613			35,262			16,663			36,005
Loss on early extinguishment of Debt		—			—			—			—			—			6,856			882
Equity (income)/loss in long-term investments (b)		8,385			1,748			(85	)		(1,499	)		1,485			(933	)		(1,438	)
Reorganization costs (a)		42,146			96,497			2,573			—			—			—			—
Income/(loss) before income taxes, extraordinary gain, cumulative effect of change in accounting principle and discontinued operations		(424,807	)		(185,350	)		(18	)		23,389			38,007			27,432			(26,102	)
Income tax expense		3,598			2,550			199			8,033			15,339			12,886			(3,244	)
Income/(loss) before extraordinary gain, cumulative effect of change in accounting principle and discontinued operations		(428,405	)		(187,900	)		(217	)		15,356			22,668			14,546			(22,858	)
Discontinued operations, net of tax (d)		—			—			—			10,846			56,183			7,417			—
Extraordinary gain, net of tax (e)		—			—			474,290			—			—			—			—
Cumulative effect of change in accounting principle, net of tax (f)		(7,841	)		—			—			4,000			—			—			—
Net income/(loss)	$	(436,246	)	$	(187,900	)	$	474,073		$	30,202		$	78,851		$	21,963		$	(22,858	)
Balance Sheet Data (at period end)
Cash and cash equivalents (h)	$	47,200		$	61,168		$	—		$	95,643		$	139,425		$	—		$	71,015
Total assets (k)		—			1,579,719			—			1,517,374			1,597,319			—			1,751,958
Total debt (h)		779,977			777,591			—			610,084			429,865			—			1,037,907
Total liabilities (j) (k)		—			1,595,266			—			911,033			913,935			—			1,346,568
Stockholders’ equity/ (deficit)		176,097			(15,547	)		—			606,341			683,384			—			405,390
Attributable debt (h) (i)																				1,073,422
Ratio of Attributable debt to Attributable EBITDA (i)																				5.3x
Other Financial Data:
Capital expenditures	$	150,859		$	55,888		$	1,512		$	31,478		$	40,895		$	36,638		$	17,205
Cash provided by/(used in) Operating activities (g)		(43,231	)		60,631			(46,747	)		64,347			88,959			75,226			38,097
Investing activities		(148,226	)		(53,254	)		3,416			(34,057	)		(31,226	)		174,302			(1,323,877	)
Financing activities		206,922			6,067			73,272			10,311			(12,114	)		(217,984	)		1,187,060
EBITDA (c) (h)		—			—			—			104,748			154,209			100,574			56,556
Attributable EBITDA (c)		—			—			—			143,087			190,682			130,351			72,445
Ratio of earnings to fixed charges (l)		(1.96)x			(0.90)x			0.99x			1.37x			1.54x			1.57x			0.48x

46

(a) See the notes to our combined consolidated financial statements for the respective periods noted above for additional discussion of our bankruptcy and financial reporting in accordance with Statement of Financial Position 90-7, “Financial Reporting by Entities in Reorganization under the Bankruptcy Code,” and our restructuring charges, (gain)/loss on sale/disposal of theatres and reorganization costs.

(b) Includes the financial results of Loeks-Star Partners for all periods prior to April 2, 2002 under the equity method of accounting based on our 50% interest in the partnership and on a consolidated basis for all periods from April 2, 2002, the date Loeks-Star Partners became an entity under common control. Also includes the financial results of Magic Johnson Theatres for all periods prior to April 1, 2002 under the equity method of accounting based on our 50% interest in the partnership and on a consolidated basis from April 1, 2002, as a result of our adoption of FIN 46(R).

(c) EBITDA represents income/(loss) before extraordinary gains, cumulative effect of a change in accounting principles, loss on early extinguishment of debt, discontinued operations, interest expense, income taxes, depreciation and amortization. Attributable EBITDA represents the combined consolidated EBITDA of our wholly owned operations, plus or minus certain adjustments, which we are permitted to exclude from EBITDA under the terms of the indenture governing our senior subordinated notes and senior secured credit facility (see table below for detail of such adjustments), plus 100% of the EBITDA of our Magic Johnson Theatres joint venture and our 50% share of our joint ventures’ EBITDA in the U.S., South Korea and Spain, as reported to us by those joint ventures. EBITDA and Attributable EBITDA are not presentations made in accordance with generally accepted accounting principles, which we also refer to as GAAP, are not measures of financial condition or profitability, and should not be considered as an alternative to (1) net income (loss) determined in accordance with GAAP or (2) operating cash flows determined in accordance with GAAP. EBITDA and Attributable EBITDA are not intended to be measures of cash flow for management’s discretionary use, as they do not consider certain cash requirements such as interest payments, tax payments and debt service requirements. We have included this financial information to provide additional information with respect to our ability to meet our future debt service, capital expenditures and working capital requirements and because certain covenants in our borrowing arrangements, including the notes, are tied to similar measures. Attributable EBITDA is a material component of these covenants. For instance, our senior secured credit facility contains financial covenant ratios, specifically total leverage and interest coverage ratios, and the indenture governing the notes contains limitations on our ability to borrow and to make certain payments, in each case that are calculated by reference to Attributable EBITDA. Non-compliance with the financial ratio maintenance covenants contained in our senior secured credit facility could result in the requirement to immediately repay all amounts outstanding under such facilities, while non-compliance with the debt incurrence ratios contained in the indenture governing the notes would prohibit us from being able to incur additional indebtedness other than pursuant to specified exceptions. In addition, under the restricted payments covenants contained in our senior secured credit facility and indenture, our ability to pay dividends is restricted by a formula based on the amount of Attributable EBITDA. We believe that Attributable EBITDA is a key indicator of our operating performance because it shows our ability to realize free cash flow at a theatre level, whether the theatre is held by us or through one of our joint ventures. Attributable EBITDA reflects how our management analyzes our operating performance. Furthermore, our budgeting process is based on Attributable EBITDA measures. While our management uses these measures, they are not necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation. We do not control the decision-making for our international joint ventures, and our ability to transfer cash from these and from certain of our U.S. joint ventures is restricted. In addition, our joint ventures will not be guarantors of the notes, or be bound by the covenants contained in the indenture for the notes. The debt of our joint ventures is non-recourse to us.

The reconciliation of net income (loss) before discontinued operations, cumulative effect of a change in accounting principle and extraordinary gain to each of EBITDA and Attributable EBITDA is shown below.

	Predecessor									Successor
	Period April 1, to December 31, 2002 (b)			Year Ended December 31, 2003			Period January 1, to July 31, 2004			Period August 1, to December 31, 2004
	(in thousands)
Net income/(loss)	$	30,202		$	78,851		$	21,963		$	(22,858	)
Net income/(loss) before discontinued operations, cumulative effect of a change in accounting principle and extraordinary gain	$	15,356		$	22,668		$	14,546		$	(22,858	)
Depreciation and amortization		50,746			80,940			49,623			45,771
Interest expense		30,613			35,262			16,663			36,005
Loss on early extinguishment of debt		—			—			6,856			882
Income tax expense		8,033			15,339			12,886			(3,244	)
EBITDA	$	104,748		$	154,209		$	100,574		$	56,556
Adjustments to EBITDA:
Management fee	$	4,583		$	5,000		$	2,919		$	1,673
(Gain)/loss on sale/disposal of theatres		733			(4,508	)		(3,734	)		1,430
Straight-line rent accrual in excess of cash		5,401			6,021			4,357			2,513
Transaction related expenses (1)		19,288			10,240			14,637			3,632
Equity (income)/loss in long-term investments		(1,499	)		1,485			(933	)		(1,438	)
Our share of partnership EBITDA		9,833			18,235			12,531			8,089
Attributable EBITDA	$	143,087		$	190,682		$	130,351		$	72,455

(1) Transaction related expenses are primarily comprised of professional and legal fees associated with potential mergers and acquisitions and initial public offerings which were not consummated and bonuses paid as a result of acquisitions.

47

(d) The balances reported for discontinued operations for the nine months ended December 31, 2002, the year ended December 31, 2003 and the seven months ended July 31, 2004 represent the net operating results of our former Canadian operations, which were sold to affiliates of our former investors, as part of the Transactions.

(e) Represents the extraordinary gain, net of tax, resulting from the extinguishment of liabilities subject to compromise in connection with our reorganization. See further discussion in the Notes to our combined consolidated financial statements for the respective periods.

(f) Represents a one-time charge in fiscal year 2001 to reflect the adoption of Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements,” regarding the accounting for advance sales and a one-time charge for the nine months ended December 31, 2002 to reflect the adoption of FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities, an interpretation of ARB No. 51.” See further discussion in the notes to our combined consolidated financial statements for the respective periods.

(g) Cash provided by/(used in) operating activities reflects the payment of restructuring charges, bankruptcy claims and reorganization costs, as follows:

	Pre-Bankruptcy Predecessor (a)						Predecessor						Successor
	Year Ended February 28 or 29,				March 1 to March 31, 2002		Period April 1, to December 31, 2002(b)		Year Ended December 31, 2003		Period January 1, to July 31, 2004		Period August 1, to December 31, 2004
	2001		2002
							(in thousands)
Restructuring charges paid during the period	$	12,653	$	1,549	$	32	$	9,817	$	3,065	$	13	$	17
Payment of bankruptcy claims		—		—		45,000		—		—		—		—
Reorganization claims paid during the period		3,852		21,913		6,009		20,278		3,210		522		352
Total	$	16,505	$	23,462	$	51,041	$	30,095	$	6,275	$	535	$	369

(h) Reflects our combined consolidated EBITDA, cash and debt amounts. For additional information, the following table sets forth our percentage share, based on our equity ownership, of the EBITDA, cash and debt of our joint ventures that are accounted for under the equity method in our consolidated financial information, as reported to us by our joint ventures. This information does not include any information with respect to our former joint venture in Germany, which was transferred to affiliates of our former investors, as part of the Transactions. We account for these joint ventures under the equity method, and therefore these amounts are not included in the respective line items in the table above. None of this information is a presentation made in accordance with generally accepted accounting principles and is not a measure of financial condition or profitability. This financial information is included in this prospectus to provide additional information that our management uses to assess our company as a whole, including the value of our equity interests in our partnerships’ operations from period to period. We believe that the performance of our partnerships is of interest to investors in evaluating our company as a whole.

We do not control the decision-making for our international joint ventures, and our ability to transfer cash from these and certain of our U.S. joint ventures to us is restricted. In addition, our joint ventures will not guarantee the notes and will not be bound by the covenants contained in the indenture for the notes. The debt of our partnerships is non-recourse to us. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

	Pre-Bankruptcy Predecessor (a)						Predecessor						Successor
	Year Ended February 28 or 29,				March 1 to March 31, 2002		Period April 1, to December 31, 2002(b)		Year Ended December 31, 2003		Period January 1, to July 31, 2004		Period August 1, to December 31, 2004
	2001		2002
							(in thousands)
Our share of partnership EBITDA	$	10,602	$	13,679	$	1,642	$	9,833	$	18,235	$	12,531	$	8,089
Our share of partnership cash (at period end)		3,390		2,524		2,450		4,978		8,264		8,404		7,292
Our share of partnership debt (at period end)		40,241		41,033		42,087		31,428		41,235		35,664		35,515

(i) The calculation of the Ratio of Attributable debt to Attributable EBITDA is based on Attributable debt (calculated as our total debt plus our share of the debt of our joint ventures) at December 31, 2004 and combined Attributable EBITDA, which is calculated as the summation of Attributable EBITDA for the seven months ended July 31, 2004 and Attributable EBITDA for the five months ended December 31, 2004.

(j) Includes liabilities subject to compromise of $540,933 as of February 28, 2002. There were no liabilities subject to compromise for any other periods reported. Additionally, no total liability information is provided for the year ended February 28, 2001 (see note (k) below for details).

(k) EITF 97-10, “The Effect of Lessee Involvement in Asset Construction”, deems a lessee to be the owner of an asset during the construction period if certain criteria are met, and requires that both the cost of construction of the asset and the related obligations be recognized on the lessee’s balance sheet during the construction period. We have concluded that we were the owner, for U.S. GAAP purposes, of two build-to-suit theatres that were part of large multi-tenant properties constructed during fiscal years 2000 and 2001—one in Manhattan (an 828,000 square foot building of which our theatre occupies 95,000 square feet) and the other in Boston (a 950,006 square foot building of which our theatre occupies 113,000 square feet). As a result, we would be required to include in our balance sheet as of February 28, 2001 the capitalized costs and related obligations associated with the developments as of each period-end. However, we are unable to obtain the information required, without unreasonable effort and/or expense, to record these costs and related obligations, and therefore have not included our total assets and total liabilities as of February 28, 2001. The assets and related

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obligations would have been removed from our balance sheets in the second and third quarters of fiscal 2002, as if a sale and leaseback of each project had occurred when construction was completed and the lease term began. There would have been no income statement or cash flow impact as the obligations would directly offset the related assets at that time, and there is no balance sheet impact for any subsequent period.

(l) Our earnings were insufficient to cover our fixed charges by approximately $417.4 million, $184.7 million, $0.1 million and $27.7 million for the years ended February 28, 2001 and February 29, 2002, the one month ended March 31, 2002 and the five months ended December 31, 2004, respectively.

Selected Historical Operating Data

The table below sets forth unaudited selected operating data for each of the periods indicated. Our management views these data as key operating measures and believes that investors may find them useful in analyzing companies in the film exhibition industry. No one measure is more meaningful than another and our management uses these measures, among others, to assess our operating performance. All amounts below include 100% of the operating results and theatre, screen and attendance counts of Cinemex from June 19, 2002 (date of acquisition), Loeks-Star Partners, in which we had a 50% interest prior to April 2, 2002 and subsequent thereto have acquired a 100% interest, and Magic Johnson Theatres, which, in accordance with our adoption of FIN 46(R), is recorded on a consolidated basis in all successor periods. The amounts below also include 100% of the operating results and theatre, screen and attendance counts of all our domestic partnerships, Yelmo and Megabox. Prior to July 25, 2002, our interest in Megabox was 24.6% and subsequent thereto our interest is 50%.

	Pre-Bankruptcy Predecessor						Predecessor						Successor
	Year Ended February 28 or 29,				March 1 to March 31, 2002		Period April 1, to December 31, 2002		Year Ended December 31, 2003		Period January 1, to July 31, 2004		Period August 1, to December 31, 2004
	2001		2002
U.S. and Canada (1)
Theatres operated (at period end)		273		240		238		150		140		133		131
Screens operated (at period end)		2,375		2,243		2,232		1,536		1,488		1,449		1,440
Average screens per theatre		8.7		9.3		9.4		10.2		10.6		10.9		11.0
Average admissions per patron	$	5.71	$	6.09	$	5.98	$	6.65	$	6.88	$	7.10	$	7.23
Average concession per patron	$	2.22	$	2.32	$	2.41	$	2.59	$	2.63	$	2.69	$	2.72
Attendance (in thousands)		120,601		109,242		9,738		66,022		82,539		48,439		29,847
International (2)
Theatres operated (at period end)		21		22		23		61		67		67		70
Screens operated (at period end)		188		205		225		672		731		744		778
Average screens per theatre		9.0		9.3		9.8		11.0		10.9		11.1		11.1
Average admissions per patron	$	3.83	$	3.99	$	4.03	$	3.59	$	3.78	$	3.76	$	4.05
Average concession per patron	$	1.08	$	1.07	$	1.16	$	1.45	$	1.54	$	1.56	$	1.60
Attendance (in thousands)		9,707		14,363		1,397		32,153		50,575		33,953		21,435
Worldwide
Theatres operated (at period end)		294		262		261		211		207		200		201
Screens operated (at period end)		2,563		2,448		2,457		2,208		2,219		2,193		2,218
Average screens per theatre		8.7		9.3		9.4		10.5		10.7		11.0		11.0
Average admissions per patron	$	5.57	$	5.84	$	5.73	$	5.65	$	5.71	$	5.72	$	5.90
Average concession per patron	$	2.14	$	2.17	$	2.25	$	2.21	$	2.21	$	2.22	$	2.25
Attendance (in thousands)		130,308		123,605		11,135		98,175		133,114		82,392		51,282

(1) In January 2004 our management committed to a plan to sell our former Canadian operations, including our interest in the Cineplex Galaxy Limited Partnership to affiliates of our former investors. This transaction closed on July 30, 2004. As a result of this transaction we have reported our Canadian operations as discontinued operations for the periods April 1, 2002 through July 31, 2004. Totals for the two years ended February 28, 2002 and for the one month ended March 31, 2002 include screens and locations and other relevant operating data for our Canadian operations.

(2) Does not include any data related to our former German operations, which were sold to affiliates of our former shareholders.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements. Please see “Cautionary Note Regarding Forward-Looking Statements” for a discussion of the risks, uncertainties and assumptions relating to these statements.

Overview

Loews Cineplex Entertainment Corporation (“we”, “us” and “our”) is a major film exhibition company with operations in the U.S., Mexico, Spain and South Korea. We operate theatres under the Loews Theatres, Cineplex Odeon and Star Theatres names in the U.S. and Cinemex in Mexico. Our significant joint ventures operate theatres under the Magic Johnson Theatres, Universal Cineplex, Megabox and Yelmo Cineplex names. As of December 31, 2004, we owned, or had an interest in, and operated 201 theatres with 2,218 screens in 18 states and the District of Columbia, Mexico, Spain and South Korea. Our principal geographic markets include the metropolitan areas of New York, Baltimore, Boston, Chicago, Dallas, Detroit, Houston, Los Angeles, San Francisco, Seattle and Washington D.C. in the U.S.; Mexico City in Mexico; Seoul in South Korea; and Madrid and Barcelona in Spain.

The Transactions

On July 30, 2004, LCE Holdings, Inc., a company formed by investment funds affiliated with Bain Capital Partners, LLC, The Carlyle Group and Spectrum Equity Investors, which we refer to as our Sponsors, acquired 100% of the capital stock of our company and, indirectly, Cinemex for an aggregate purchase price of approximately $1.5 billion. The purchase of our company and Cinemex was financed with borrowings by Loews under a senior secured credit facility, the issuance of the outstanding notes and cash equity investments by the Sponsors. Prior to the closing, we sold all of our Canadian and German film exhibition operations to our former investors, who indemnified us for certain potential liabilities in connection with those sales.

Revenues

We generate revenues primarily from box office receipts, concession sales and other revenue sources including screen advertising sales, promotional activities and theatre management fees. Attendance levels and changes in average admission and concession revenues per patron affect our revenues. Attendance is primarily affected by the commercial appeal of the films released during the period reported and the level of marketing and promotion by film studios and distributors. Historically, the major film distributors released those films that they anticipated would be the most successful during the summer and holiday seasons. Consequently, our revenue during the first and third quarters is typically lower. Average admissions per patron are affected by the mix of film types (i.e., each film’s appeal to certain audiences, such as children, teens or young adults) and established ticket prices. Average concession revenues per patron are affected by concession product mix, concession prices and the mix of film types. We generate other revenues related to theatre operations from such sources as on-screen and in-lobby advertising and sponsorships, the leasing of our theatres for motion picture premieres, screenings, private parties and corporate events and from game machines and ATMs in some of our theatre lobbies.

Expenses

The largest expenses of operating our theatres are film rental fees and theatre leasing expense. Other significant expenses include marketing and advertising, salaries and wages, concession product costs, insurance, utilities, maintenance and other occupancy related charges. Certain operating costs, such as film rental costs, salaries and wages and concession costs, vary directly with changes in revenues and attendance levels. Film rental fees are based on the related box office receipts at either mutually agreed-upon firm terms or estimates of

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the final settlement, depending upon our film licensing arrangement with a distributor for a particular film. We purchase concession supplies to replace units sold. Although theatre salaries and wages include a fixed cost component, these expenses vary in relation to revenues as theatre staffing levels are adjusted to handle fluctuations in attendance. Conversely, lease expenses are primarily a fixed cost at the theatre level, as our theatre leases generally require a fixed monthly minimum rent payment. Many of our theatre leases also include a percentage rent clause whereby the landlord is paid an additional amount of rent based upon revenues over a specified threshold. Certain of our leases provide for percentage rent only.

General and administrative expenses are related primarily to costs associated with executive and corporate management and the oversight of our business, and include functions such as film buying, marketing and promotions, operations and concession management, accounting and financial reporting, legal, treasury, internal audit, safety and security, construction and design, real estate development and administration, human resources and information systems. Our general and administrative costs also include payroll, occupancy costs related to our corporate office in New York City, professional fees (such as audit and legal fees) and travel and related costs. Our general and administrative staffing and associated costs are maintained at a level that we deem appropriate to manage and support the size and nature of our theatre portfolio and our business activities.

Attributable EBITDA and Debt

Our consolidated financial statements incorporate the operating results of our partnerships to the extent of our equity share as required by the equity method of accounting. However, covenants included in our senior secured credit agreement and in the indenture for our notes are based on our Attributable EBITDA. EBITDA represents income/(loss) before income from discontinued operations, cumulative effect of a change in accounting principle, loss on early extinguishment of debt, interest expense, income taxes and depreciation and amortization. Attributable EBITDA represents the combined consolidated EBITDA of our wholly owned operations, plus or minus certain adjustments to EBITDA required under the terms of the note indenture, plus our 50% share of our joint ventures’ EBITDA in the U.S., South Korea and Spain, as reported to us by those joint ventures, and 100% of the EBITDA of our Magic Johnson Theatres joint venture. EBITDA and Attributable EBITDA are not presentations made in accordance with generally accepted accounting principles, are not measures of financial condition or profitability, and should not be considered as an alternative to (1) net income determined in accordance with GAAP or (2) operating cash flows determined in accordance with GAAP. We believe that these measures provide additional information with respect to our ability to meet our future debt service, capital expenditures and working capital requirements and because certain covenants in our borrowing arrangements are tied to similar measures. Attributable EBITDA is a material component of these covenants. For instance, our senior secured credit facility contains financial covenant ratios, specifically, total leverage and interest coverage ratios, and the indenture governing the notes contains limitations on our ability to borrow and to make certain payments, in each case that are calculated by reference to Attributable EBITDA. Non-compliance with the financial ratio maintenance covenants contained in our senior secured credit facility could result in the requirement to immediately repay all amounts outstanding under such facilities, while non-compliance with the debt incurrence ratios contained in the indenture governing the notes would prohibit us from being able to incur additional indebtedness other than pursuant to specified exceptions. In addition, under the restricted payments covenants contained in our senior secured credit facility and indenture, our ability to pay dividends is restricted by a formula based on the amount of Attributable EBITDA. We believe that Attributable EBITDA is a key indicator of our operating performance, because it shows our ability to realize free cash flow at a theatre level, whether the theatre is held by us or through one of our joint ventures. Attributable EBITDA reflects how our management analyzes our operating performance. Furthermore, our budgeting process is based on Attributable EBITDA measures.

Additionally, our senior secured credit agreement and the covenants included in the indenture for our notes require us to include 50% of each partnership’s debt in our debt amounts for covenant purposes, which we refer to as “Attributable Debt.” Attributable Debt is not a GAAP term. Management uses Attributable Debt as a measure to monitor our compliance with our debt agreements.

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While our management uses these measures, they are not necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation. We do not control the decision-making for our international joint ventures, and our ability to transfer cash from these and our U.S. joint venture is restricted. In addition, our joint ventures do not guarantee our debt, and will not be bound by the covenants contained in our credit agreement or note indenture. The debt of our joint ventures is non-recourse to us.

Discontinued Operations

In January 2004, our management committed to a plan to sell our interest in Cineplex Odeon Corporation, or COC, our former wholly owned subsidiary (comprising our Canadian operations, including our interest in the Cineplex Galaxy Limited Partnership). As a result of that decision, we have reported COC’s financial position as of December 31, 2003 and results of operations for the seven months ended July 31, 2004, the year ended December 31, 2003 and the nine months ended December 31, 2002 as discontinued operations. COC generated total revenue of $159.7 million, $198.5 million and $130.9 million and income before taxes of $12.1 million, $74.5 million and $15.5 million for the seven months ended July 31, 2004, the year ended December 31, 2003 and the nine months ended December 31, 2002, respectively.

On July 30, 2004, as a condition to, and immediately prior to, the closing of the Transactions, we sold 100% of our shares of capital stock of COC to affiliates of our former investors for a cash purchase price of $205.9 million. We used the proceeds from this sale to repay debt outstanding under our old credit facilities. As this sale was a transaction among parties under common control, the excess of the proceeds received ($205.9 million) over the book value of the assets sold ($33.3 million) has been recorded as a capital contribution ($172.6 million).

Results of Operations

On July 30, 2004, LCE Holdings, Inc, a company formed by our Sponsors, acquired 100% of the capital stock of our company and, indirectly, Cinemex. For all accounting purposes and consistent with our reporting periods, we have used July 31, 2004 as the effective date of the Transactions. Based on this event, we have reported operating results and financial position for all periods presented from April 1, 2002 through July 31, 2004 as those of the Predecessor Company and for all periods from and after August 1, 2004 as those of the Successor Company. Each period has a different basis of accounting and as a result they are not comparable. As a result for purposes of presenting a comparison of our 2004 results to prior periods, we have presented our 2004 results as the mathematical addition of our operating results for the seven months ended July 31, 2004 to our operating results for the five months ended December 31, 2004. We believe that this presentation provides the most meaningful information about our results of operations. This approach is not consistent with GAAP, may yield results that are not strictly comparable on a period-to-period basis, and may not reflect the actual results we would have achieved.

Combined Year Ended December 31, 2004 Compared to Year Ended December 31, 2003

Total operating revenues. Total operating revenues for the year ended December 31, 2004 decreased $4.9 million, or 0.5%, to $923.3 million from $928.2 million for the year ended December 31, 2003.

Specific factors affecting the major components of our total operating revenues are discussed below.

Box office revenue. Box office revenue for the year ended December 31, 2004 decreased $6.2 million, or 0.9%, to $622.4 million from $628.6 million for the year ended December 31, 2003. This decrease in box office revenue was due primarily to a decrease in attendance volume ($8.1 million) during the period, a decrease in box office revenue from closed theatres ($9.6 million) and a decrease due to the effect of foreign currency exchange rates on our international operations ($3.2 million). These decreases in box office revenue, which total $20.9 million, were partially offset by an increase in average revenue per patron ($9.6 million) during the period and an increase in box office revenue from the operation of new theatres ($5.1 million).

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Concession revenue. Concession revenues for the year ended December 31, 2004 decreased $1.9 million, or 0.7%, to $251.5 million from $253.4 million for the year ended December 31, 2003. This decrease in concession revenue was due primarily to a decrease in attendance volume during the period ($3.3 million), a decrease in concession revenue from closed theatres ($3.9 million) and a decrease due to the effect of foreign currency exchange rates on our international operations ($1.9 million). These decreases in concession revenue, which aggregated $9.1 million, were partially offset by an increase in concession revenue per patron ($3.6 million) during the period and an increase in concession revenue from the operation of new theatres ($3.6 million).

Other revenues. Other revenues for the year ended December 31, 2004 increased $3.2 million, or 7.0%, to $49.4 million from $46.2 million for the year ended December 31, 2003. This increase was due primarily to increases in advertising and promotional income, ATM usage, phone and Internet ticket sales ($4.2 million), an increase in other revenues from the operation of new theatres ($0.2 million) and increases in other sources of revenue ($0.6 million). These increases in other revenues, which aggregated $5.0 million, were partially offset by a decrease in other revenues from closed theatres ($0.8 million), a decrease due to the effect of foreign currency exchange rates on our international operations ($0.8 million) and a decrease in attendance volume ($0.2 million).

Theatre operations and other expenses. Theatre operations and other expenses for the year ended December 31, 2004 decreased $12.2 million, or 1.8%, to $669.3 million from $681.5 million for the year ended December 31, 2003. This decrease in theatre operating and other expenses was due primarily to decreases in operating costs related to closed theatres ($12.4 million), a decrease in operating costs associated with a decrease in attendance volume ($4.6 million), a decrease due to the effect of foreign currency exchange rates on our international operations ($3.4 million), a decrease in film rental costs related to a decrease in film rental percentage ($1.3 million) and a decrease in various other theatre operating expense items ($0.6 million). These decreases in theatre operations and other expenses, which aggregated $22.3 million, were partially offset by increases in operating costs related to incremental costs associated with the operation of new theatres ($5.5 million) and the additional costs associated with ticket price increases ($4.6 million). Theatre operating and other expenses, as a percentage of total revenues, improved to 72.4% for the year ended December 31, 2004 as compared to 73.4% for the year ended December 31, 2003

Cost of concessions. Cost of concessions for the year ended December 31, 2004 increased $1.9 million, or 5.2%, to $37.3 million from $35.5 million for the year ended December 31, 2003. This increase in cost of concessions was due primarily to an increase in product costs and the costs associated with certain promotional programs ($2.3 million) and the incremental costs associated with the operation of new theatres ($0.9 million). This increase in cost of concessions, which aggregated $3.2 million, was partially offset by a decrease in cost of concession from closed theatres ($0.5 million), lower costs associated with the decrease in attendance volume ($0.4 million) and the effect of foreign currency exchange rates on our international operations ($0.4 million). Cost of concessions, as a percentage of concession revenues, increased to 14.8% for the year ended December 31, 2004 as compared to 14.0% for the year ended December 31, 2003 primarily as a result of increases in product costs which were not passed along to patrons through increased selling prices.

General and administrative costs. General and administrative costs for the year ended December 31, 2004 increased $4.2 million, or 6.9%, to $64.3 million from $60.1 million for the year ended December 31, 2003. The increase in general and administrative costs was due primarily to an increase in various corporate expenses associated with the Transactions ($8.0 million), including the payment of success bonuses related to the Transactions. This increase in general and administrative expenses was partially offset by a decrease in salary and benefit costs and legal fees associated with our day to day operations ($3.0 million), a decrease in the management fee paid to our shareholders ($0.4 million) and the effect of changes in exchange rates at our international operations ($0.4 million). General and administrative expenses, as a percentage of total revenues, increased to 7.0% for the year ended December 31, 2004 as compared to 6.5% for the year ended December 31, 2003.

Depreciation and amortization. Depreciation and amortization costs for the year ended December 31, 2004 on a combined basis increased $14.5 million, or 17.9%, to $95.4 million from $80.9 million for the year ended

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December 31, 2003. This increase in depreciation and amortization was due primarily to incremental depreciation related to investment in new depreciable assets related to new builds and the revaluation of our depreciable assets as a result of the closing of the Transactions ($15.5 million). This increase was partially offset by the effect of foreign currency exchange rates on our international operations ($1.0 million).

Gain/loss on sale/disposal of theatres. The gain on sale/disposal of theatres for the year ended December 31, 2004 decreased $2.2 million to $2.3 million from $4.5 million for the year ended December 31, 2003. The gain for the year ended December 31, 2004 was due primarily to the sale of one theatre property in the state of New York and the gain for the year ended December 31, 2003 was due primarily to the sale of two theatre properties located in Massachusetts and Minnesota.

Income from Operations. Our operating income for the combined year ended December 31, 2004 decreased $15.4 million, or 20.6%, to $59.4 million from $74.8 million for the year ended December 31, 2003. This decrease in operating income was due to the aggregate effect of all the factors described above.

Interest expense. Interest expense for the combined year ended December 31, 2004 increased $17.4 million, or 49.4%, to $52.7 million from $35.3 million for the year ended December 31, 2003. This increase in our interest expense was due primarily to the increased level of debt outstanding as a result of the refinancing we undertook in order to effect the Transactions and an overall increase in the average interest rate paid on our outstanding debt.

Loss on early extinguishment of debt. Loss on early extinguishment of debt for the year ended December 31, 2004 was $7.7 million. This is due primarily to the write-off of the deferred financing fees on our former term and priority secured loans in the U.S. and the credit facility in Mexico that were repaid at the time of the Transactions. We did not record any loss on early extinguishment of debt for the year ended December 31, 2003.

Discontinued operations. Income from discontinued operations for the year ended December 31, 2004 decreased $48.8 million to $7.4 million for the year ended December 31, 2004 from $56.2 million for the year ended December 31, 2003. A portion of the decrease is attributable to the year ended December 2004 including only seven months of the operating results of our Canadian film exhibition business, which was sold to affiliates of our former shareholders. The remaining portion of the decrease in income from discontinued operations is the result of a gain that had been recorded during 2003 related to the sale of a portion of the interest in our Canadian theatre operations to the Cineplex Galaxy Income Fund.

Income tax expense. Income tax expense for the year ended December 31, 2004 decreased $5.7 million to $9.6 million from $15.3 million for the year ended December 31, 2003. The decrease was driven by the reduction of book income offset by an increase in non-deductible expenses. As a result of combining the predecessor and successor periods to obtain a full year ended December 31, 2004, the effective rates of 12.4% and 47.0% for the five months ended December 31, 2004 and the seven months ended July 31, 2004, respectively, are not meaningful for comparison to the effective rate of 40.4% for the year ended December 31, 2003.

Net Income. Net income decreased $79.8 million to a loss of $0.9 million for the combined year ended December 31, 2004 from income of $78.9 million for the year ended December 31, 2003. This decrease in net income was due to the aggregate effect of all the factors described above. Net income, excluding discontinued operations, decreased by $31.0 million to a loss of $8.3 million for the year ended December 31, 2004 on a combined period basis as compared to income of $22.7 million for the year ended December 31, 2003 due to the aggregate effect of the items noted above.

Attributable EBITDA. Our attributable EBITDA for the year ended December 31, 2004 increased $12.1 million, or 6.4%, to $202.8 million from $190.7 million for the year ended December 31, 2003. This increase in Attributable EBITDA was due primarily to increases in EBITDA in the U.S. ($9.2 million) and Mexico ($0.6 million) resulting from improved operating results of our joint ventures in Spain ($1.7 million) and South Korea ($0.6 million).

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The reconciliation of net income (loss) before discontinued operations and cumulative effect of a change in accounting principle to each of EBITDA and Attributable EBITDA is shown below (in thousands).

	Year Ended December 31, 2003			Combined Twelve Months Ended December 31, 2004
Net income/(loss)	$	78,851		$	(895	)
Net income/(loss) before discontinued operations and cumulative effect of a change in accounting principle	$	22,668		$	(8,312	)
Depreciation and amortization		80,940			95,394
Interest expense		35,262			52,668
Loss on early extinguishment of debt		—			7,738
Income tax expense		15,339			9,642
EBITDA	$	154,209		$	157,130
Adjustments to EBITDA:
Management fee	$	5,000		$	4,592
(Gain)/loss on sale/disposal of theatres		(4,508	)		(2,304	)
Equity (income)/loss in long-term investments		1,485			(2,371	)
Straight-line rent accrual in excess of cash		6,021			6,870
Transaction related expenses		10,240			18,269
Our share of partnership EBITDA		18,235			20,620
Attributable EBITDA	$	190,682		$	202,806

Year Ended December 31, 2003 Compared to the Nine Months Ended December 31, 2002

During 2001, we filed for protection under U.S. Bankruptcy laws. We emerged from bankruptcy on March 21, 2002. However, for accounting purposes and consistent with our reporting periods, we have used March 31, 2002 as the effective date of the reorganization and fresh-start adjustments. Accordingly, we have reported operating results for the period from April 1, 2002 through December 31, 2002, as all financial information prior to that date pertains to a different basis of accounting and is therefore not comparable.

Total operating revenues. Total operating revenues for the year ended December 31, 2003 increased $223.7 million, or 31.8%, to $928.2 million from $704.5 million for the nine-month period from April 1, 2002 to December 31, 2002. A portion of this increase ($209.4 million) is related to our operating results for the first quarter of 2003. The exclusion of this period allows for the comparison of our operations for the same periods (nine months ended December 31, 2003 to the nine months ended December 31, 2002). Excluding this increase, total operating revenues increased $14.3 million, or 2.0%, when compared to the prior period.

Specific factors affecting the major components of our total operating revenues are discussed below.

Box office revenue. Box office revenue for the year ended December 31, 2003 increased $153.1 million, or 32.2%, to $628.6 million from $475.5 million for the period from April 1, 2002 to December 31, 2002. A portion of this increase ($143.8 million) is related to our operating results for the first quarter of 2003. Excluding the impact noted above, our box office revenue for the period from April 1, 2003 through December 31, 2003 increased $9.3 million, or 2.0%, as compared to the same period in the prior year. This $9.3 million increase in box office revenue was due primarily to increases resulting from the inclusion of Cinemex for the full nine month period in 2003 as compared to the period from June 20, 2002 (date of acquisition) through December 31, 2002 in the prior period ($9.8 million), revenues from the operation of new theatres ($5.1 million) and an increase in average revenue per patron ($14.7 million). These increases in

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box office revenue, which total $29.6 million, were partially offset by a decrease in attendance ($11.7 million) during the period and a decrease in box office revenue from closed theatres ($8.6 million).

Concession revenue. Concession revenue for the year ended December 31, 2003 increased $61.1 million, or 31.7%, to $253.4 million from $192.4 million for the nine-month period from April 1, 2002 to December 31, 2002. A portion of this increase ($56.3 million) is related to our operating results for the first quarter of 2003. Excluding the impact noted above, our concession revenue for the period from April 1, 2003 through December 31, 2003 increased $4.8 million, or 2.5% as compared to the same period in the prior year. This $4.8 million increase in concession revenue was due primarily to the inclusion of Cinemex for a full nine month period in 2003 as compared to the period from June 20, 2002 (date of acquisition) through December 31, 2002 for the prior period ($6.9 million), revenues from the operation of new theatres ($1.7 million) and an increase in concession revenue per patron ($3.8 million). These increases in concession revenue, which aggregated $12.4 million, were partially offset by a decrease in attendance volume ($4.6 million), and a decrease in concession revenue from closed theatres ($3.0 million).

Other revenues. Other revenues for the year ended December 31, 2003 increased $9.5 million, or 26.0%, to $46.2 million from $36.7 million for the nine-month period from April 1, 2002 to December 31, 2002. A portion of this increase ($9.3 million) is related to our operating results for the first quarter of 2003. Excluding the impact noted above, our other revenues for the period from April 1, 2003 through December 31, 2003 increased $0.2 million as compared to the same period in the prior year.

Theatre operations and other expenses. Theatre operations and other expenses for the year ended December 31, 2003 increased $164.5 million, or 31.8%, to $681.5 million from $517.0 million for the period from April 1, 2002 to December 31, 2002. A portion of this increase ($159.0 million) is related to our operating results for the first quarter of 2003. Excluding the impact noted above, our theatre operations and other expenses for the period from April 1, 2003 through December 31, 2003 increased $5.5 million as compared to the same period in the prior year. This $5.5 million increase in theatre operating and other expenses was due primarily to the inclusion of Cinemex for a full nine month period in 2003 as compared to the period from June 20, 2002 (date of acquisition) through December 31, 2002 for the prior period ($9.0 million), incremental costs associated with the operation of new theatres ($5.2 million), the additional costs associated with ticket price increases ($7.4 million) and increases at various other theatre level operating costs ($0.4 million). These increases in theatre operations and other expenses, which aggregated $22.0 million were partially offset by decreases in operating costs related to closed theatres ($9.7 million), a decrease in operating costs associated with a decrease in attendance volume ($6.8 million). Theatre operating and other expenses, as a percentage of total revenues, improved to 72.7% for the nine month period from April 1, 2003 to December 31, 2003 as compared 73.4% for the nine month period from April 1, 2002 to December 31, 2002.

Cost of concessions. Cost of concessions for the year ended December 31, 2003 increased $7.9 million, or 28.6%, to $35.5 million from $27.6 million for the nine-month period from April 1, 2002 to December 31, 2002. A portion of this increase ($8.1 million) is related to our operating results for the first quarter of 2003. Excluding the impact noted above, our cost of concessions for the period from April 1, 2003 through December 31, 2003 decreased $0.2 million as compared to the same period in the prior year. This $0.2 million decrease in cost of concessions was due primarily to a decrease in concession revenue from closed theatres ($0.4 million) and lower costs associated with a decrease in attendance volume ($0.6 million). These changes were partially offset by the inclusion of Cinemex for a full nine month period in 2003 as compared to the period from June 20, 2002 (date of acquisition) through December 31, 2002 for the prior period ($0.6 million) and incremental costs associated with the operation of new theatres ($0.2 million). Cost of concessions, as a percentage of concession revenues, improved to 13.9% for the nine month period from April 1, 2003 to December 31, 2003 as compared 14.3% for the nine month period from April 1, 2002 to December 31, 2002.

General and administrative costs. General and administrative costs for the year ended December 31, 2003 increased $4.2 million, or 7.4%, to $60.1 million from $55.9 million for the nine-month period from April 1, 2002 to December 31, 2002. A portion of this increase ($13.2 million) is related to our operating results for the first quarter of 2003. Excluding the impact noted above, our general and administrative costs for the period from

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April 1, 2003 through December 31, 2003 decreased $9.0 million, or 16.2 %, as compared to the same period in the prior year. This $9.0 million decrease in general and administrative costs was due primarily to a decrease in transaction related expenses, such as merger and acquisition related costs, financing costs and professional and legal fees related to the acquisition of Cinemex in the prior year. General and administrative expenses, as a percentage of total revenues, improved to 6.5% for the nine month period from April 1, 2003 to December 31, 2003 as compared 7.9% for the nine month period from April 1, 2002 to December 31, 2002.

Depreciation and amortization. Depreciation and amortization costs for the year ended December 31, 2003 increased $30.2 million, or 59.5%, to $80.9 million from $50.7 million for the nine-month period from April 1, 2002 to December 31, 2002. A portion of this increase ($18.4 million) is related to our operating results for the first quarter of 2003. Excluding the impact noted above, our general and administrative costs for the period from April 1, 2003 through December 31, 2003 increased $11.8 million, or 23.2%, as compared to the same period in the prior year. This increase in depreciation and amortization was due primarily to the inclusion of Cinemex for a full nine month period in 2003 as compared to the period from June 20, 2002 (date of acquisition) through December 31, 2002 for the prior period ($9.6 million) and incremental depreciation related to investment in new depreciable assets related to new builds ($2.2 million).

Gain/loss on sale/disposal of theatres. We reported a gain on sale or disposal of theatres for the year ended December 31, 2003 of $4.5 million. A portion of this gain ($1.7 million) is related to our operating results for the first quarter of 2003. Excluding the impact noted above, we reported a gain of $2.8 million related to the recording of the sale of a theatre property in Massachusetts in 2003. We reported a loss of $0.7 million for the nine month period from April 1, 2002 to December 31, 2002 related to the sale of properties in New York and Arizona.

Income/(Loss) from Operations. Our operating income for the year ended December 31, 2003 increased $22.3 million, or 42.4%, to $74.8 million from $52.5 million for the nine-month period from April 1, 2003 to December 31, 2002. A portion of this increase ($12.4 million) is related to our operating results for the first quarter of 2003. Excluding the impact noted above, our operating income for the period from April 1, 2003 through December 31, 2003 increased $9.9 million as compared to the same period in the prior year. This increase in operating income was due to the aggregate effect of all the factors described above.

Interest expense. Interest expense for the year ended December 31, 2003 increased $4.6 million, or 15.2%, to $35.3 million from $30.6 million for the nine-month period from April 1, 2002 to December 31, 2002. A portion of our interest expense ($8.9 million) is related to our operating results for the first quarter of 2003. Excluding the impact noted above, our interest expense for the period from April 1, 2003 through December 31, 2003 decreased $4.3 million, or 14.0%, as compared to the same period in the prior year. This decrease in our interest expense was due primarily to decreases in interest rates and decreases in the level of outstanding borrowings.

Discontinued operations. Income from discontinued operations for the year ended December 31, 2003 increased $45.4 million to $56.2 million from $10.8 million for the nine-month period from April 1, 2002 to December 31, 2002. A portion of our discontinued operations ($2.4 million) is related to our operating results for the first quarter of 2003. Excluding the impact noted above, income from discontinued operations for the period from April 1, 2003 through December 31, 2003 increased $43.0 million as compared to the same period in the prior year. The increase in income from discontinued operations is the result of the gain on the sale of a portion of the interest in our Canadian theatre operations to the Cineplex Galaxy Income Fund during 2003. We decided to sell our remaining interest in the Canadian theatre operations as part of the Transactions.

Income tax expense. Income tax expense for the year ended December 31, 2003 increased $7.3 million to $15.3 million for the year ended December 31, 2003 from $8.0 million for the nine months ended December 31, 2002. Our effective tax rate for the year ended December 31, 2003 was 40.4% as compared to 34.3% for the period from April 1, 2002 to December 31, 2002. This increase in the effective tax rate is due to the tax provision of Cinemex.

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Net Income. Net income increased $48.6 million to $78.9 million for the year ended December 31, 2003 from $30.2 million for the nine-month period from April 1, 2002 to December 31, 2002. A portion of our results is related to our net income of $3.4 million for the first quarter of 2003. Excluding the impact noted above, net income for the period from April 1, 2003 through December 31, 2003 increased $49.2 million as compared to the same period in the prior year. This increase in net income was due to the aggregate effect of all the factors described above. Net income for the nine months ended December 31, 2003, excluding discontinued operations, increased by $2.8 million to income of $22.2 million as compared to net income of $19.4 million the prior period due to the aggregate effect of the items noted above, as well as a non-recurring $4.0 million gain in the 2002 period related to a change in accounting principle due to our adoption of Financial Interpretation Number (“FIN”) 46(R) “Consolidation of Variable Interest Entities, an interpretation of ARB No. 51.”

Attributable EBITDA. Our Attributable EBITDA for the year ended December 31, 2003 increased $47.6 million, or 33.3%, to $190.7 million from $143.1 million for the nine-month period from April 1, 2002 to December 31, 2002. A portion of this increase ($37.6 million) related to the Attributable EBITDA for the first quarter of 2003. Excluding the impact noted above, our Attributable EBITDA for the period from April 1, 2003 through December 31, 2003 increased $10.0 million, or 7.0%, as compared to the same period in the prior year. This increase of $10.0 million in Attributable EBITDA was due primarily to increases in EBITDA in the U.S. ($3.5 million) and Mexico ($2.8 million) resulting from improved operating results and to improved results from the operations of our joint ventures in Spain ($1.7 million) and South Korea ($2.0 million).

The reconciliation of net income (loss) before discontinued operations and cumulative effect of a change in accounting principle to each of EBITDA and Attributable EBITDA is shown below (in thousands).

	Nine Months Ended December 31, 2002			Year Ended December 31, 2003
Net income/(loss)	$	30,202		$	78,851
Net income/(loss) before discontinued operations and cumulative effect of a change in accounting principle	$	15,356		$	22,668
Depreciation and amortization		50,746			80,940
Interest expense		30,613			35,262
Income tax expense		8,033			15,339
EBITDA	$	104,748		$	154,209
Adjustments to EBITDA:
Management fee	$	4,583		$	5,000
(Gain)/loss on sale/disposal of theatres		733			(4,508	)
Equity (income)/loss in long-term investments		(1,499	)		1,485
Straight-line rent accrual in excess of cash		5,401			6,021
Transaction related expenses		19,288			10,240
Our share of partnership EBITDA		9,833			18,235
Attributable EBITDA	$	143,087		$	190,682

Liquidity and Capital Resources

Cash flows

We generate cash flows from our theatre operations. Our cash flow is generated primarily from the sale of admission tickets, concession sales and other revenue including advertising and promotional income. Generally, this provides us with positive working capital, which is consistent with our industry, since cash revenues are generally collected in advance of payment of our operating expenses. Our operating revenue levels are directly related to the success and appeal of the film product produced and distributed by the studios.

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Based on our current and anticipated levels of operations and conditions in our markets and industry, we believe that our cash on hand, cash flow from operations and availability under our revolving credit facilities will enable us to meet our working capital, capital expenditure, debt service and other funding requirements for the foreseeable future. However, our ability to fund our working capital needs, debt payments and other obligations, and to comply with the financial covenants under our debt agreements, depends on our future operating performance and cash flow, which are in turn subject to prevailing economic conditions and other factors, many of which are beyond our control, including but not limited to film product that is available. Any future theatre construction and renovation, acquisitions, investment in joint ventures or other similar transactions will likely require additional capital and there can be no assurance that any such capital will be available to us on acceptable terms, if at all. From time to time we may also acquire a portion of our notes in market transactions depending on market conditions and our liquidity requirements.

Operating Cash Flows. Net cash provided by operating activities was $38.1 million and $75.2 million for the five months ended December 31, 2004 and the seven months ended July 31, 2004, respectively. Cash provided by operating activities for the five months ended December 31, 2004 was a result of changes in our operating activities and changes in our working capital related to the timing of payments to various vendors. Cash provided by operating activities for the seven months ended July 31, 2004 was a result of an increase in revenues from the operations of our theatres and changes in our working capital related to the timing of payments to various vendors. This increase was offset by increased operating costs related to the increase in revenues.

Net cash provided by operating activities was $89.0 million for the year ended December 31, 2003 and $64.3 million for the nine months ended December 31, 2002, respectively. Cash provided by operating activities for the year ended December 31, 2003 was a result of an increase in box office revenue, concession revenue and miscellaneous income from the operations of our theatres. This increase in revenue was offset by increased operating costs related to the increase in revenues as well as changes in our working capital related to the timing of payments to various service providers and payments made related to restructuring and reorganization related costs. Cash provided by operations for the nine months ended December 31, 2002 was related to an increase in our revenues from box office results from the strong slate of movies released during 2002 and from changes in working capital as a result of the timing of payments to various service providers. These increases were offset by the payment of restructuring and reorganization related costs during the period.

Investing Cash Flows. Net cash used in investing activities, as reflected in our statement of cash flows, was $1,323.9 million for the five months ended December 31, 2004 and cash provided by investing activities was $174.3 million for the seven months ended July 31, 2004. Cash used in investing activities for the five months ended December 31, 2004 was due primarily to payments made to our former shareholders at the time of the Transactions ($1,305.9 million), capital expenditures related to the construction of one theatre location comprising 12 screens in the U.S. ($17.2 million) and payments made as a result of the Transactions ($3.2 million). This use of cash was partially offset by the proceeds from the sale of assets, which included one theatre location with 14 screens ($2.4 million). Cash provided by investing activities for the seven months ended July 31, 2004 was due primarily to the proceeds from the sale of COC ($205.9 million) and the proceeds from the sale of assets, which included one theatre location with five screens ($7.4 million). These sources of cash were partially offset by capital expenditures related to the construction of one theatre location comprising 12 screens in Mexico ($36.6 million) and investment in/advances to partnerships ($2.4 million).

Net cash used in investing activities was $31.2 million for the year ended December 31, 2003 and $34.1 million for the nine months ended December 31, 2002. Net cash provided by investing activities for the year ended December 31, 2003 was due primarily to the proceeds from asset sales, which included three theatre locations with 12 screens ($13.7 million). These sources of cash were partially offset by capital expenditures ($40.9 million) and investment in/advances to partnerships ($4.1 million). Net cash used in investing activities for the nine months ended December 31, 2002, was due primarily to capital expenditures ($31.5 million), investment in our Megabox joint venture to increase our ownership interest to 50% ($20.6 million) and payments

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made related to the acquisition of Cinemex and Loeks-Star Partners ($3.5 million), partially offset by unrestricted cash from acquisitions ($16.2 million) and proceeds from asset sales, which included one theatre location with six screens ($5.2 million).

Financing Cash Flows. Net cash provided by financing activities, as reflected in our statement of cash flows, was $1,187.1 million for the five months ended December 31, 2004 and net cash used in financing activities was $218.0 million for the seven months ended July 31, 2004. Cash provided by financing activities for the five months ended December 31, 2004 was due primarily to the proceeds received from equity contributions from our Sponsors ($421.7 million), and the proceeds from our senior secured credit facility ($630.0 million), the notes ($315.0 million), the new Cinemex term loan ($90.0 million) and amounts drawn under our revolving credit facility ($7.3 million). These sources of cash were partially offset by repayment of our former term loan ($92.3 million), Mexican credit facility ($87.7 million) and priority secured credit agreement ($28.7 million), payments on amounts previously drawn under our revolving credit facilities ($7.3 million) and scheduled payments of amounts due under our senior secured credit facility ($1.6 million), and the payment of Transaction related expenses ($17.4 million) and debt issuance costs ($41.6 million). Cash used in financing activities for the seven months ended July 31, 2004 was due primarily to payments made on our former term loan ($215.0 million) and priority secured credit agreement ($2.4 million).

Net cash used in financing activities for the year ended December 31, 2003 was $12.1 million and net cash provided by financing activities was $10.3 million for the nine months ended December 31, 2002. Net cash used in financing activities for the year ended December 31, 2003 was due primarily to the repayment of debt ($174.3 million) and the payment of deferred financing fees ($1.8 million) partially offset by a return of capital from the sale of a minority interest in Cineplex Galaxy ($163.5 million) and an equity contribution ($0.5 million). Net cash provided by financing activities for the nine months ended December 31, 2002 was due primarily to borrowings from the Cinemex credit facilities ($95.8 million), an equity contribution from our former investors ($20.6 million) and the sale of common stock ($2.2 million) partially offset by repayment of debt ($83.7 million) and a return of capital paid by Cinemex to our former investors ($24.5 million).

Capital Expenditures

We fund the cost of our capital expenditures through internally generated cash flows, cash on hand and financing activities. Our capital requirements have historically arisen principally in connection with acquisitions, construction of new theatres, adding new screens to existing theatres, upgrading our theatre facilities and general systems upgrades. During the five months ended December 31, 2004, the seven months ended July 31, 2004, the year ended December 31, 2003 and the nine months ended December 31, 2002 we had $17.2 million, $36.6 million, $40.9 million, and $31.5 million, respectively, in capital expenditures. We intend to continue to grow our theatre circuit through selective new building, the expansion of existing theatres and acquisitions. As of December 31, 2004, we had aggregate capital commitments in the U.S. of $106.9 million primarily related to the completion of construction of six theatre properties (comprising 94 screens) and the expansion of two theatre properties (comprising 9 screens). We expect to complete construction and to open these theatres during the period from 2005 to 2006.

Additionally, as of December 31, 2004, Cinemex had planned capital investments (but not contractual obligations) of $80.0 million related to eight theatre properties (comprising 98 screens). We expect to complete construction and to open these theatres during the next five years.

U.S. Credit Facility

In connection with our acquisition by our Sponsors we repaid all amounts outstanding under our former term loan due February 29, 2008 ($92.3 million) and our priority secured credit facility due March 31, 2007 ($28.7 million).

On July 30, 2004, we entered into a $730 million senior secured credit facility with Citicorp North America, Inc., as administrative agent. This credit facility is comprised of two tranches: (i) a $630 million term loan and

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(ii) a $100 million revolving credit facility, including letter of credit and swing line sub-facilities. The proceeds of the term loan were used to fund the payment of a portion of the purchase price paid to our former investors. This facility is guaranteed by our parent and by all of our existing and future domestic subsidiaries, with the exception of unrestricted subsidiaries, as defined in the Credit Agreement (we had no unrestricted subsidiaries as of December 31, 2004), and is collateralized by a perfected security interest in substantially all of our assets and the assets of our direct and indirect restricted domestic subsidiaries, including a pledge of 100% of our capital stock, the capital stock of each of our restricted domestic subsidiaries and 65% of the capital stock of certain of our foreign subsidiaries that are directly owned by us or one of our restricted domestic subsidiaries. The term loan amortizes 1% per annum in equal quarterly installments commencing on December 31, 2004 and the maturity date is July 30, 2011. The term loan bears interest at a rate of: (i) the base rate or a eurodollar rate plus (ii) an applicable margin based on our Adjusted Leverage Ratio (as defined in the credit agreement). The maturity date of the revolving credit facility is July 30, 2010. The revolving credit facility bears interest at a rate of: (i) the base rate or a eurodollar rate plus (ii) an applicable margin based on our Adjusted Leverage Ratio (as defined in the credit agreement). At December 31, 2004, we had not drawn against the revolving credit facility. The term loan bore interest at a weighted average rate of 4.21% at December 31, 2004 and interest is payable on the earlier of the maturity of the LIBOR contract(s) then in effect or on a quarterly basis.

Our senior secured credit facility also had a $100 million delayed draw term loan, which could have been used to refinance the Cinemex credit facility noted below. The delayed draw term loan had a termination date of January 30, 2005 but was terminated concurrently with the repayment of the existing Cinemex credit facility in August 2004 (see below for details).

Additionally, as of December 31, 2004, we had $6.0 million in stand-by letters of credit issued under our revolving credit facility to support our commitments with respect to certain contractual obligations. As of December 31, 2004, we had additional availability of $94.0 million under our revolving credit facility.

Senior Subordinated Notes

On July 30, 2004, we issued $315 million of 9% senior subordinated notes due 2014, our outstanding notes, in a private placement. The outstanding notes are unsecured obligations and are subordinated in right of payment to all of our existing and future senior debt (as defined in the indenture). The outstanding notes are pari passu in right of payment with any of our future senior subordinated indebtedness. These notes carry an interest rate of 9% and interest is payable semi-annually on each of February 1st and August 1st and mature on August 1, 2014. We used the proceeds of the outstanding notes to fund the payment of a portion of the purchase price to our former investors. The outstanding notes are guaranteed by all of our existing and future domestic subsidiaries, with the exception of unrestricted subsidiaries, as defined in the indenture (we had no unrestricted subsidiaries as of December 31, 2004).

Covenants

Our senior secured credit facility and the indenture include customary affirmative and negative covenants, including: (i) limitations on indebtedness, (ii) limitations on liens, (iii) limitations on investments, (iv) limitations on contingent obligations, (v) limitations on restricted junior payments and certain other payment restrictions, (vi) limitations on merger, consolidation or sale of assets, (vii) limitations on transactions with affiliates, (viii) limitations on the sale or discount of receivables, (ix) limitations on the disposal of capital stock of subsidiaries, (x) limitations on lines of business, (xi) limitations on capital expenditures, (xii) certain reporting requirements and (xiii) interest hedging requirements. Additionally, our senior secured credit facility includes financial performance covenants, including: (i) a Maximum Adjusted Leverage Ratio (as defined therein) and (ii) a Minimum Interest Coverage Ratio (as defined therein). Compliance with the financial performance covenants is not tested until the quarter ended March 31, 2005.

Cinemex Credit Facility

Subsequent to our acquisition by our Sponsors, Cinemex repaid its former term loan due December 26, 2007 ($89.5 million).

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On August 16, 2004, Cadena Mexicana S.A. de C.V., a wholly-owned subsidiary of Cinemex, entered into a new senior secured credit facility. The initial amount drawn under the Cinemex senior secured credit facility was one billion Mexican pesos (approximately $90 million as of August 16, 2004). The Cinemex senior secured credit facility also includes a term loan with a one-year delay draw option of the peso equivalent of $10 million with Banco Inbursa, S.A., Scotiabank Inverlat, S.A. and Banco Nacional de Mexico, S.A. and an available revolving credit line of the peso equivalent of $25 million with Banco Inbursa, S.A. and Scotiabank Inverlat, S.A. (the term loan and the revolving credit facility portions of the new senior secured credit facility are peso denominated debt). All obligations of Cadena Mexicana under the Cinemex senior secured credit facility are guaranteed by Cinemex and each existing and future operating subsidiary of Cadena Mexicana, except for specified excluded subsidiaries, as defined.

The Cinemex borrowings are non-recourse to Loews. Interest on the Cinemex term loan is payable in arrears on a monthly basis at the Equilibrium Interbank Interest Rate (Tasa de Interes Interbancaria de Equilibrio) for a period of 28 days (the TIIE rate), plus an applicable margin of 1.50% in years one and two, 1.75% in year three and 2.00% in years four and five. The interest rate on the Cinemex term loan as of December 31, 2004 was 10.33%. This rate was adjusted to 8.5% by an interest rate swap entered into on July 28, 2003 (see “Interest Rate Risk” below for additional information related to this interest rate swap). The Cinemex term loan matures on August 16, 2009 and will amortize beginning on February 16, 2007 in installments ranging from 10% to 30% per annum over the five-year period.

The Cinemex senior secured credit facility contains customary affirmative and negative covenants with respect to Cadena Mexicana and each of the guarantors and, in certain instances, Cadena Mexicana’s subsidiaries that are not guarantors, as defined in the credit agreement. Affirmative covenants include the requirement to furnish periodic financial statements and ensure that the obligations of Cadena Mexicana and the guarantors under the Cadena Mexicana senior secured credit facility rank at least pari passu with all existing debt of such parties. Negative covenants include limitations on disposition of assets, capital expenditures, dividends and additional indebtedness and liens. The facility also includes certain financial covenants, including, without limitation, a maximum total leverage ratio, a maximum total net debt to equity ratio, a minimum interest coverage ratio, a maximum true-lease adjusted leverage ratio and a minimum consolidated net worth requirement. These covenants began for the quarter ended September 30, 2004.

International Joint Ventures

We have no contractual obligation to provide capital or credit support to our international joint ventures, Yelmo and Megabox.

Yelmo has a local standalone reducing credit facility of 43.5 million euros (approximately $59.3 million), which was fully drawn as of December 31, 2004. This facility matures in August 2007. In March 2004, the Yelmo credit agreement was amended to waive a default by Yelmo in its minimum EBITDA covenant for the fiscal year ended December 31, 2003. Also, pursuant to this amendment, Yelmo’s maximum debt to EBITDA ratio was increased and its ability to pay dividends restricted through the period ending December 31, 2005. The Yelmo borrowings are non-recourse to us. As of December 31, 2004, Yelmo was in compliance with its debt facility covenants.

Megabox has several stand-alone credit facilities totaling 37 billion Korean won (approximately $35.7 million), none of which was drawn as of December 31, 2004. The Megabox borrowings are non-recourse to us. As of December 31, 2004, Megabox was in compliance with its debt facility covenants.

Guarantees and Indemnification Obligations

We have agreements with certain vendors, financial institutions, lessors and service providers pursuant to which we have agreed to indemnify the other party for certain matters, such as acts and omissions made by us, our employees, agents or representatives.

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We have agreements with each of our directors and executive officers to indemnify such director or executive officer, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been our director or officer.

In November 2003, Cineplex Galaxy Income Fund, or the Fund, a Canadian income trust, was established to indirectly hold substantially all the assets of COC and all of the capital stock of Galaxy Entertainment, Inc., another Canadian film exhibitor controlled by one of our former investors. On November 26, 2003, the Fund completed an initial public offering of Fund units in Canada. As a result of these transactions we, through COC, indirectly owned 44.4% of the Fund and in connection with the offering we agreed to indemnify the Fund, the holders of Fund units and the underwriters, among others, for liabilities resulting from misrepresentations in the prospectus used in the offering and breaches of the representations and warranties made by COC in the various agreements entered into in connection with the sale of COC’s assets and the offering. Our total maximum liability under this indemnity was limited to the net cash proceeds of the offering plus amounts drawn under the Cineplex Galaxy term loan facility that was put in place in connection with the offering. In connection with the sale of COC to affiliates of our former investors, these affiliates have agreed to indemnify us for any and all liabilities resulting from our indemnification obligations.

In January 2004, we issued a corporate guaranty on behalf of our former German partnership, for certain acquisition related costs that the partnership was required to pay. In April 2004, we made an additional contribution of $1.2 million to our former German partnership, which we believed would satisfy a significant portion of the guaranty. Additionally, a subsidiary of ours is guarantor of several of the theatre leases of this partnership. In connection with the sale of our interest in this partnership to affiliates of our former investors, these affiliates have agreed to indemnify us for any and all liabilities resulting from our indemnification obligations.

Based upon our historical experience and information known as of December 31, 2004, we believe the potential liability related to these guarantees and indemnities is not material.

Future Obligations

We conduct a significant part of our operations in leased premises. Our leases generally provide for minimum rent and many of our leases also include percentage rent based upon sales volume. Our leases may also include escalation clauses, guarantees and certain other restrictions, and may require us to pay a portion of real estate taxes and other property operating expenses. Lease terms generally range from 15 to 25 years and contain various renewal options, generally in intervals of five to ten years.

The following table provides an estimate, as of December 31, 2004, of our existing contractual cash obligations, excluding any obligations of our joint ventures, over the next several years including our existing debt, leases and capital commitments and other obligations. It includes our future anticipated lease costs under existing leases through the initial lease term but excluding renewable option periods that are exercisable in the future. Certain of our leases have early termination rights; however, in the following table we assume these rights will not be exercised.

We estimate that our contractual cash obligations over the next several years will be as follows:

	Payments Due by Period (in thousands)
	Current (d)		2-3 Years		4-5 Years		After 5 Years		Total
Debt (a)	$	6,401	$	33,334	$	86,247	$	911,925	$	1,037,907
Capital lease obligations (b)		3,418		6,836		7,119		37,619		54,992
Operating leases		109,904		228,538		215,301		980,714		1,534,457
Capital commitments and other (c)		39,172		67,744		—		—		106,916
Total contractual cash obligations	$	158,895	$	336,452	$	308,667	$	1,930,258	$	2,734,272

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(a) Represents obligations under our senior secured credit facility, the notes, the Cinemex senior credit facility and a mortgage, in each case excluding interest payments. The timing of a portion of these payments may be accelerated due to the fact that we are required to make annual payments under our senior secured credit facility related to excess cash flow, as defined in our senior secured credit agreement.

(b) Capital lease obligations include interest payments of $27.0 million.

(c) Does not include $80.0 million of planned, but non-committed, capital investment for Cinemex over the next five years or any planned, non-committed capital expenditures in the U.S.

(d) Represents the period from January 1, 2005 through December 31, 2005.

In addition to these cash obligations, as of December 31, 2004, we had $6.0 million in standby letters of credit issued under our credit facility to support our commitments with respect to theatre leases and our workers’ compensation insurance.

Qualitative and Quantitative Disclosures about Market Risk

We are exposed to financial market risks, including changes in interest rates, foreign currency exchange rates and other relevant market prices.

Interest Rate Risk

As of December 31, 2004, we had long-term debt or other obligations (including current maturities) of $1,066.0 million, of which $628.4 million was variable rate debt. An increase or decrease in interest rates on our variable rate debt would affect interest costs related to our debt. For comparative purposes, for every change of 0.125% in interest rates, our interest costs on our variable rate debt would change by approximately $0.8 million per year.

On July 28, 2003, Cinemex entered into an interest rate swap agreement with a maturity of December 26, 2007 to manage its exposure to interest rate movements by effectively converting its previous long-term senior secured credit facility from a variable to a fixed rate. Although this senior secured facility was repaid on August 13, 2004, the swap agreement remains outstanding and was redesignated as a hedge of the Cinemex Term Loan.

The face amount of the interest rate swap on December 31, 2004 was one billion Mexican pesos ($92.1 million). The swap agreement provides for the exchange of variable rate payments for fixed rate payments without the effect of leverage and without the exchange of the underlying face amount. The variable rate is based on the 28-day TIIE rate and the fixed rate is 8.5%. The fair market value of the interest rate swap was $2.9 million as of December 31, 2004.

On October 28, 2004, we entered into an interest rate cap as a hedge of a portion of our floating rate debt. This hedge caps the interest rate at a maximum of 6% on $125 million of notional amount of debt for two years. Below the cap of 6% we continue to pay the actual prevailing interest rate on the underlying debt. The fair market value of this interest rate cap was immaterial as of December 31, 2004.

In accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, the interest rate swap and cap discussed above have been designated as cash flow hedges and qualify for hedge accounting.

We are exposed to credit loss in the event of non-performance by the counterparty to our interest rate swap agreements. However, we do not anticipate non-performance by the counterparty.

Market Rate Risk

As of December 31, 2004, we had $315 million of outstanding notes. Increases in market interest rates would generally cause a decrease in the fair value of the notes and a decrease in market interest rates would generally cause an increase in the fair value of the notes.

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Foreign Currency Exchange Risk

We are also exposed to market risk arising from changes in foreign currency exchange rates as a result of our operations in Mexico, Spain and South Korea. Accounting principles generally accepted in the U.S. require that subsidiaries use the currency of the primary economic environment in which they operate as their functional currency. We report, as a component of other comprehensive income, foreign currency translation adjustments relating to currency fluctuations between the U.S. dollar and the functional currency of our Mexican operations and our international joint ventures.

Critical Accounting Policies and Estimates

New Accounting Principles

We adopted FIN 46(R) on January 1, 2004. FIN 46(R) requires the identification of our participation in variable interest entities, or VIEs, which are entities with a level of invested equity that is not sufficient to fund future activities in a manner permitting the entity to operate on a stand-alone basis or whose equity holders lack certain characteristics of a controlling financial interest. For entities identified as VIEs, FIN 46(R) sets forth a model to evaluate potential consolidation based on an assessment of which party to the VIEs, if any, bears a majority of the risk to its expected losses, or stands to gain from a majority of its expected returns, and is, therefore, deemed the primary beneficiary of the VIE.

Based on the criteria set forth in FIN 46(R), we evaluated all of our joint venture investments and concluded that our investment in Magic Johnson Theatres previously accounted for under the equity method of accounting, met the definition of a VIE and that we were the primary beneficiary of Magic Johnson Theatres. Accordingly, we have consolidated Magic Johnson Theatres for all periods beginning April 1, 2002. Prior to adopting FIN 46(R), we had recorded 100% of the losses of Magic Johnson Theatres as required by EITF 99-10, “Percentages Used to Determine the Amount of Equity Method Losses.” This accounting treatment was required because we are committed to provide additional funding for the partnership’s day-to-day operations and we are required to guarantee a portion of the partnership’s minimum lease commitments. We recognized an adjustment of $4.0 million due to the cumulative effect of the change in accounting principle related to the consolidation of Magic Johnson Theatres.

In December 2003, the Financial Accounting Standards Board (“FASB”) published SFAS No. 132R, a revision to SFAS No. 132 Employers’ Disclosure about Pensions and Other Postretirement Benefits an amendment of FASB Statements No. 87, 88 and 106. SFAS No. 132R requires additional disclosures to those in the original SFAS No. 132 about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other defined benefit postretirement plans. The provisions of SFAS No. 132 remained in effect until the provisions of SFAS No. 132R were adopted. The adoption of SFAS No. 132R had no impact on our operating results or financial position as it was related to disclosure only.

On January 12, 2004, the FASB issued FASB Staff Position (“FSP”) No. 106-1, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003, (“FSP No. 106-1”) in response to a new law regarding prescription drug benefits under Medicare (“Medicare Part D”) as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. However, certain accounting issues related to the federal subsidy remain unclear and significant uncertainties may exist which impair a plan sponsor’s ability to evaluate the direct effects of the new law. We have elected to defer recognition while evaluating the new law and the pending issuance of authoritative guidance. In May 2004, the FASB issued FSP No. 106-2 which provides accounting guidance for this new subsidy. We sponsor a postretirement benefit plan which may benefit from the subsidy and as a result, we are currently evaluating the impact of FSP No. 106-2, which we are required to adopt in 2005.

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Significant Accounting Policies and Estimates

We prepare our financial statements in conformity with accounting principles generally accepted in the U.S., which require management to make estimates, judgments and assumptions that we believe are reasonable based on the information available. These estimates, judgments and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The policies which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include the following:

Film Rental Costs

Film rental costs are recorded when revenue is earned and are based upon the terms of the respective film license agreements. In some cases the final film cost is dependant upon the performance of the film over its duration of play and until this is known, management uses its best estimate of the ultimate settlement of these film costs. Film costs and the related film costs payable are adjusted to the final film settlement in the period we settle with the distributors. Actual settlement of these film costs could differ from those estimates.

Leases

We conduct a significant portion of our operations in leased property. These theatre leases generally provide for the payment of fixed monthly rent, property taxes, common area maintenance, insurance and repairs. Certain of these leases provide for escalating lease payments over the terms of the leases. Additionally, certain leases also contain contingent rental fees based on a percentage of revenues. At our option, we can renew a substantial portion of our theatre leases, at the then fair market rental rate, for various periods with the maximum renewal period generally totaling 15 to 20 years. For financial statement purposes, the total amount of base rents over the fixed initial term of the leases is charged to expense utilizing the straight-line method. Rental expense in excess of the lease payments is recorded as a deferred rental liability.

Loss on Sale/Disposal of Theatres

Costs associated with theatre closures are recognized when management determines to dispose of a non-performing or non-strategic theatre property. These costs generally include the net book value of the related asset, and payments due under lease agreements to landlords, if applicable.

Long-Lived Assets

We continuously assess the recoverability of our long-lived assets by determining whether the carrying value of these balances over the remaining life can be recovered through undiscounted projected cash flows associated with these assets. Generally, this is determined on a theatre-by-theatre basis for theatre related assets. In making our assessment, we also consider the useful lives of our assets, the competitive landscape in which those assets operate, the introduction of new technologies within the industry and other factors affecting the sustainability of asset cash flows. In the event such cash flows are not expected to be sufficient to recover the recorded value of the assets, the assets are written down to their estimated fair values. Absent estimates of fair value from alternative sources (published pricing, third-party valuations, etc.) our estimate of fair value is based on discounted future cash flows. While we believe our estimates of future cash flows are reasonable, different assumptions regarding such cash flows could materially affect the evaluation.

Goodwill and indefinite lived intangible assets are reviewed and tested for impairment annually at December 31, and any time an event occurs or circumstances change that would more likely than not reduce the fair value for a reporting unit below its carrying amount. We determine the fair value of each reporting unit using discounted cash flow analysis and compare such values to the respective reporting unit’s carrying amount. This impairment test is accomplished by comparing the fair value of our U.S. and Mexican reporting units to their carrying amount.

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Income Taxes

Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts, less applicable allowances, of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using enacted tax rates that we expect to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The probable utilization of these future tax attributes is also separately assessed based on existing facts and circumstances and allowances, if any, are assessed and adjusted during each reporting period. The recoverability of deferred income taxes is dependent upon our ability to generate future taxable income in the relevant taxing jurisdictions. Projections of future taxable income require considerable management judgement about future attendance levels, revenues and expenses.

In October 2004, the American Jobs Creation Act of 2004 (the “AJCA”) was passed. The AJCA creates a temporary incentive for U.S. corporations to repatriate accumulated income earned abroad by providing an 85% dividends received deduction for certain dividends from controlled foreign corporations. The deduction is subject to a number of limitations. We are currently evaluating the AJCA and are not yet in a position to decide whether, or to what extent, we might repatriate foreign earnings to the U.S. We expect to finalize our assessment sometime in 2005.

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BUSINESS

Overview

We are one of the world’s leading film exhibition companies. As of December 31, 2004, we owned, operated or had an interest in 2,218 screens in 201 theatres in the U.S., Mexico, South Korea and Spain. The majority of our theatres are concentrated in major metropolitan markets where we have a strong market position. We operate through subsidiaries and joint ventures in these markets. We believe our concentration in major metropolitan markets results in several competitive advantages, including high attendance per screen, strategic importance to film studios and advertisers, low susceptibility to competitive building, and scale efficiencies in operations and marketing. We have the number one market share in New York City and Mexico City and the number two market share in Seoul, which are the second, third and fourth most populous metropolitan areas in the world. We also believe that our theatre portfolio is comprised of some of the most modern, high quality and profitable theatre assets in the industry, due to the investment of approximately $533 million over the last five years made by us and our joint ventures to upgrade and expand our global circuit, as well as selective theatre closings over the same period.

Historical Highlights

Our roots in the film exhibition business were established by Loews Theatres, the longest running theatre circuit in North America. Loews Theatres was founded in 1904 by Marcus Loew, whose first “nickelodeon” in a rented store evolved into the Loews theatre circuit. The highlights of our 100 year history are set forth below.

1904	•	Marcus Loew opens the first commercial theatre in the U.S.
1924	•	Loew joins Louis B. Mayer and Samuel Goldwyn to form the Metro-Goldwyn-Mayer (MGM) studio
1954	•	The Department of Justice rules theatre circuits must separate film production and distribution from the operation of theatres
	•	Loews and MGM become separate entities
1986	•	Tri-Star Pictures, a subsidiary of Coca-Cola, acquires Loews
1990	•	Tri-Star Pictures and Columbia Pictures are combined and the new entity is sold to Sony
1994	•	Loews establishes its Magic Johnson Theatres joint venture to operate theatres in underserved minority communities in major urban markets
	•	Cinemex is founded
1998	•	Loews and Cineplex Odeon Corporation are combined
	•	Loews establishes its Yelmo joint venture in Spain
1999	•	Cinemex becomes the largest theatre operator in the Mexico City Metropolitan Area
	•	Loews establishes its Megabox joint venture in South Korea
2001	•	Loews files for bankruptcy protection in the U.S. and Canada
2002	•	Loews emerges from bankruptcy protection
	•	Cinemex is acquired by our former investors
	•	Loews increases its ownership interest in Megabox to 50%
2004	•	Loews celebrates 100 years of continuous film exhibition
	•	Bain Capital, The Carlyle Group and Spectrum Equity Investors acquire Loews

United States

Overview

In the U.S., we operate 131 theatres with 1,440 screens in 18 states and the District of Columbia. We have leading positions in some of the largest metropolitan areas in the country, including New York, Chicago, Detroit,

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Boston, Seattle, Washington, D.C., Baltimore, San Francisco and Los Angeles. We operate theatres in the U.S. under the Loews Theatres, Cineplex Odeon, Star Theatres, Magic Johnson Theatres and Universal Cineplex names.

Recent Trends

After a significant increase in screen count from 1995 to mid-2000 during the industry-wide upgrade to modern multiplex theatres with stadium seating, the number of screens in the U.S. declined from approximately 37,500 at its peak in mid-2000 to approximately 36,600 in 2004. This reduction in screens was facilitated by the closure of older, less competitive theatres. The building of new theatres, along with these closures, has left the industry with an improved asset base, with average screens per theatre increasing from 3.6 in 1995 to 6.1 in 2004. This improved asset base, combined with growth in attendance, has caused attendance per screen to return to 1995 levels.

The top five U.S. exhibitors, Regal, AMC, Loews, Cinemark and Carmike, have gained market share as the industry has consolidated. In the aggregate they accounted for approximately 45% of U.S. box office revenue in 2003. Beyond the top five exhibitors, the market remains highly fragmented, with approximately 600 exhibitors operating nearly 60% of the screens in the country. We believe that the market share of larger exhibitors will continue to increase.

Circuit

Over the past five years, we have invested approximately $257 million in upgrading and expanding our U.S. circuit. As of December 31, 2004, we had 1,440 screens in 131 theatres in the U.S. The following table details our theatre circuit by state:

U.S. Circuit

State	Number of Theatres	Number of Screens	State	Number of Theatres	Number of Screens
New York	28	250	Ohio	2	32
New Jersey	17	209	Connecticut	2	30
Illinois	17	167	Washington, D.C.	5	27
Michigan	9	148	Pennsylvania	2	29
Massachusetts	7	97	Arizona	2	21
Maryland	9	94	Florida	1	20
Washington	9	87	Virginia	2	15
Texas	7	86	Georgia	1	12
California	7	73	Utah	1	9
Indiana	3	34

Business Strategy

Increase Revenue per Patron and Attendance. We seek to provide our guests with the best out-of-home entertainment experience in modern, well-maintained theatres and with friendly and efficient employees. Our major market focus allows us to leverage revenue growth opportunities by providing value for our patrons and advertisers. We intend to increase revenue per patron by pursuing opportunities to increase ticket prices and concession sales per patron. We intend to continue increasing our attendance by providing a premium movie-going experience, developing targeted marketing and programming, implementing customer loyalty programs and selectively opening new theatres in underserved markets.

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Increase Ancillary Revenue. We seek to further develop high margin ancillary revenue opportunities including advertising, sponsorships and on-line ticketing service charges. Ancillary revenue has increased from $9.4 million in 2000 to $17.0 million in 2004. Increases in ancillary revenue are particularly beneficial to us, because of our high margins on these revenues.

• On-Screen and Off-Screen Advertising. We believe we are well positioned to grow our advertising revenues because our concentration in major metropolitan markets allows us to command attractive average rates from advertisers and sponsors. We offer advertisers moving film, or rolling stock, and slide advertising on our screens. In the U.S., we believe the rolling stock advertising market is still underdeveloped, because until recently some film studios prohibited the screening of rolling stock advertising in advance of their films. As U.S. advertisers become more aware of the high recall rates produced by on-screen advertising, we believe there is an opportunity for revenue from this source to grow to the levels generated in more mature cinema advertising markets.

We also offer advertisers a number of off-screen advertising opportunities. These include product sampling programs, advertisements on cups, popcorn bags and ticket stock, and in-lobby exposure on plasma screens, video monitors, posters and other displays.

• Sponsorships and Promotions. We offer advertisers the opportunity to become our “official” sponsor in various categories. We also invite advertisers to sponsor targeted programming, like Reel Moms, a series of morning movie screenings designed for parents and their babies. Some of our current promotional sponsors in the U.S. include Cingular, Coca-Cola and American Express.

• On-line Ticket Sales. We also continue to expand our on-line ticket sales. In 2004, we sold 5.6% of our tickets on-line in our U.S. markets, up approximately 16% from 2004. Because on-line ticketing is particularly prevalent in urban areas, we believe we are well positioned to take advantage of this ancillary revenue stream. For example, in Manhattan, approximately 12% of our tickets were purchased on-line during 2004. On-line ticket sales are more profitable due to a surcharge added when a ticket is sold on-line. We are a founder and current shareholder of Fandango, an on-line movie ticketing company in the U.S. On-line ticket sales are expected to grow as film exhibitors enhance on-line offerings and consumers’ purchasing habits change.

Maximize Operating Efficiency. We continuously evaluate opportunities to operate our theatre portfolio in the most efficient manner, including centralizing purchasing functions, implementing volume purchasing, improving employee training and introducing better incentives to our local and regional managers. The continued evolution of our theatre portfolio from 8.0 screens per theatre at the beginning of 2000 to 11.0 screens per theatre today allows us to capture scale efficiencies in staff payroll, theatre management and general and administrative costs. Our management information systems help us to increase productivity by helping us to make timely decisions regarding film placement, staffing levels, concession sales and pricing levels.

Optimize Theatre Portfolio. We carefully monitor the operating performance of our theatres, managing our portfolio toward improved strategic positioning and profitability. We selectively pursue new theatre building opportunities when we believe they will strengthen our competitive position in a local area, maintain or improve the superior quality of our theatre circuit and provide an opportunity for attractive return on investment. We also seek to renovate, expand or refurbish older theatres in strategic locations to improve their competitive position in key local markets. Finally, we seek to close underperforming theatres that generate minimal cash flow, are in non-strategic locations or that have weak competitive positions.

Film Licensing

Evaluation of Films. We license films on a film-by-film and theatre-by-theatre basis by negotiating directly with film distributors. Prior to negotiating for a film license, we evaluate the film’s prospects. Criteria we consider for each film include cast, director, plot, performance of similar films, estimated film rental costs and expected rating from the MPAA. Successful licensing depends greatly upon our knowledge of trends and historical film preferences of the residents in markets served by each theatre, as well as on the availability of

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commercially successful motion pictures. Given the concentration of our theatres in major metropolitan markets, our patrons enjoy a wide variety of film genres. Our theatres play all types of movies, from independent art films to Hollywood blockbusters. Our film buyers have significant experience in evaluating content across genres, and as a result can effectively select films that they anticipate will play well specifically in our theatres.

Licensing Zones. Distributors establish film licensing zones ranging from several city blocks to several square miles, depending primarily upon population density. In film licensing zones where we are the sole exhibitor, we obtain film licenses by selecting a film from among those films being offered and negotiating directly with the distributor. If there is more than one theatre in a zone, a distributor will determine which theatre within that zone will show a film based on factors such as the exhibitor’s willingness to meet the distributor’s exhibition demands (such as film terms, length of run and screening of trailers), location, quality of theatre and compatibility of the theatre with the film (e.g., sound technology).

Rental Fees. Our film rental fees are typically based either on firm terms established prior to the opening of the film or on a mutually agreed settlement upon the conclusion of the film’s run. We pay the distributor a specified percentage of box office receipts, with the percentages sometimes declining over the term of the film’s run and other times negotiated on an aggregate basis for the entire license period. We also sometimes negotiate film rental fees where we pay the distributor a fixed percentage over the license period. Rental fees that are subject to a settlement process are negotiated upon conclusion of the film’s run based upon how the film actually performs.

Duration of Film Licenses. The duration of our film licenses are negotiated with our distributors on a film-by-film basis. The terms of the license agreements depend on the performance of each film. Marketable movies that are expected to have high box office revenue will generally have longer license terms than movies with more uncertain performance and popularity.

Relationships with Distributors. The most important aspect of maintaining a consistent revenue stream from motion pictures is having access to all films available in the marketplace. We strive to maintain quality relationships with all of the major distributors, as well as with smaller art and specialized distributors.

Management Information Systems

Our integrated theatre and corporate information systems enable us to manage our business effectively and enhance our ability to generate high margins.

Each theatre’s point-of-sale and time and attendance systems enable the theatre manager to closely monitor and manage the performance of the business on a real-time basis, including ticket sales, concession sales, cash receipts, inventory levels and the number of employees working at any time. Easy access to this information allows the theatre manager to make quick adjustments to more effectively utilize the theatre’s assets, including moving films to larger or smaller auditoriums and changing the hourly floor staff to meet changes in attendance flows. The flexibility to make changes in a timely manner helps to maximize profits and theatre operating efficiency.

The theatre level systems and our home office systems are fully integrated. Detailed transactional data (box office sales, concession sales and payroll data) at the theatre automatically flow into the home office applications at the close of business each night. A series of reports and ad-hoc queries at our disposal make this data easily accessible to both corporate and theatre management from any location. The reports are flexible and simplify data analysis, enabling management to quickly focus on the relevant information based upon any of our key performance metrics.

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Marketing and Advertising

Distributors build awareness of major film releases through multimedia advertising campaigns that they organize and substantially finance. We complement these efforts through our own promotional programs including co-sponsoring celebrity auctions, benefit premieres, advance screening programs and sweepstakes, as well as community-based programs. We leverage our promotional partnerships to increase traffic at our theatres and to market our brand through out-of-theatre campaigns. We believe that our marketing efforts help to increase our attendance, concession sales and customer loyalty.

We rely upon advertising and movie schedules in newspapers and through telephone services as well as on our own and other websites to inform our patrons of film selections and show times. We also exhibit previews of both coming attractions and films presently playing on other screens. In addition, our logos are frequently included in film studio advertisements.

We use the Internet to allow patrons to access show times, view movie trailers, enter contests and access links to our promotional partners. We believe the Internet is becoming an important source of show times, replacing traditional newspaper listings, and this is increasingly allowing us to better manage advertising costs. Some newspapers have come to view show times as content and, in order to compete with on-line media, have reduced the fee for posting show times. Patrons can obtain information about us and our theatres’ show times by accessing our website.

Mexico

Overview

With 2004 box office revenue of $479 million, Mexico is the number one film exhibition market in Latin America, and one of the largest film exhibition markets in the world. The Mexico City Metropolitan Area, or MCMA, has a population of approximately 22 million people and is the third largest urban area in the world. The MCMA represents approximately 33% of the overall Mexican box office.

We operate in Mexico through Cinemex, which operates 37 theatres with 413 screens, primarily located in the MCMA. Cinemex has the number one market share in the MCMA with an estimated 48% of box office revenue in 2004. Cinemex was founded in 1994 by Miguel Ángel Dávila (the current Cinemex CEO) and two partners.

Circuit

As of December 31, 2004, Cinemex operated 37 theatres with 413 screens primarily in the MCMA. The following table details our theatre circuit by city:

Cinemex Circuit

City	Number of Theatres	Number of Screens
MCMA	32	353
Toluca	2	23
Cuernavaca	2	22
Guadalajara	1	15

Business Strategy

Increase Revenue per Patron. In addition to targeted ticket price increases, Cinemex is focused on leveraging its strong market position by seeking other revenue enhancing opportunities. Cinemex plans to introduce a VIP service in Mexico to allow patrons to pay a premium for better seating and service. To increase high margin concession sales, Cinemex developed a delicatessen area and a specialty coffee service. Cinemex has also been working to develop programs to increase attendance, such as “Cinema de Cinemex” (Reel Moms) and a loyalty program “Invitado Especial” (Special Guest).

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Increase Ancillary Revenue. Cinemex is focused on further growing its industry-leading advertising business. Cinemex is expanding its on-screen advertising, video game operations, internet ticketing and Linea Cinemex, a proprietary telephone ticketing service.

Pursue Selective New Theatre Development Opportunities. Growing attendance frequency and underscreened markets present an attractive growth opportunity in Mexico. We believe that Cinemex’s strong brand, relationships with landlords and developers, and experience in developing new theatres give it a competitive advantage when developing these opportunities.

Cinemex evaluates potential theatre sites extensively. Physical locations are analyzed for traffic patterns, access, visibility and complementary uses, such as adjacent shopping centers and restaurants. The demographics of potential patrons are reviewed and current and future competitive factors are considered. Projections are developed using management’s knowledge and experience, and only those opportunities that meet Cinemex’s return threshold and strategic criteria are accepted.

Since its founding in 1994, Cinemex has built and opened 34 new theatres. Cinemex plans to open additional locations in the MCMA and other major markets that meet its financial and strategic criteria. We believe that these projects will further reinforce Cinemex’s strong position in the Mexican film exhibition market.

Selectively Refurbish or Expand Older Theatres with Strong Competitive Positions. Cinemex continuously evaluates its circuit for opportunities to improve quality and increase utilization. As part of this program, Cinemex has begun a plan to upgrade or renovate certain theatres in key locations. These theatres are particularly important to Cinemex, as each serves a high income neighborhood in the MCMA. For the same reason, these locations are also important to film distributors and advertisers targeting affluent audiences.

Operations

Most of Cinemex’s theatre managers and corporate managers have worked with the company for many years, and Cinemex’s tradition of promoting from within has been a strong factor in motivating employees and fostering loyalty. Cinemex has built a strong corporate culture.

Cinemex centrally manages its theatre portfolio from Mexico City due to the proximity of its theaters. The company leverages purchasing across its entire base of theatres to gain economies of scale from suppliers.

Management Information Systems

Cinemex’s state-of-the-art management information systems help the management team operate the business more effectively. These operating systems include an on-line ticketing system, point-of-sale retail system and management reporting system. The point-of-sale system also tracks concession statistics and a new loyalty card program allows management to better understand its customer tastes and purchasing habits. In addition, Cinemex’s proprietary on-line ticketing systems and its Linea Cinemex phone sales service allow customers to reserve and buy tickets ahead of time.

South Korea

Overview

With box office revenue of approximately $700 million in 2004, South Korea is one of the top film exhibition markets worldwide. The South Korean market has experienced significant growth since the late 1990s driven primarily by the introduction of multiplex theatres and expanding domestic film content.

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In 1999, we established Megabox as a joint venture with the Orion Group, a diversified South Korean company. Megabox operates seven modern theatres with 66 screens and stadium seating in 100% of its auditoriums. The Megabox COEX theatre in Seoul drew 6.2 million patrons in both 2003 and 2004, which we believe to be the highest theatre attendance in the world.

Circuit

As of December 31, 2004, Megabox operated seven theatres with 66 screens in the country’s largest urban markets. The following table details our theatre circuit by city:

Megabox Circuit

City	Number of Theatres	Number of Screens
Seoul	2	21
Pusan	2	17
Daegu	1	10
Jeonju	1	10
Ulsan	1	8

Spain

Overview

With 2004 box office revenue of approximately $862 million, Spain is the fourth largest film exhibition market in Europe and the seventh largest film exhibition market in the world. The Spanish population has developed a strong movie-going habit, with attendance and box office revenue having increased steadily since 1995 due to multiplex construction, theatre refurbishment and the rising popularity of domestic films.

In Spain, we have a 50% interest in a joint venture, Yelmo, with Ricardo Évole Martíl. Yelmo, formed in 1998, operates under the brand name Yelmo Cineplex and is Spain’s largest film exhibitor based on attendance, with 299 screens in 26 theatres. Yelmo operates a modern circuit focused on key urban areas.

Circuit

As of December 31, 2004, Yelmo operated 26 theatres with 299 screens. The following table details the Yelmo theatre circuit by region:

Yelmo Circuit

Region	Number of Theatres	Number of Screens
Madrid	7	72
Malaga-Andalucia	3	49
Barcelona	4	43
Canary Islands	4	40
Galicia	3	31
Asturias	2	27
Alicante-Levante	2	23
Vitoria-Pais Vasco	1	14

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Employees

As of December 31, 2004, we employed approximately 7,262 people in the U.S., of which approximately 12% were full-time employees and approximately 88% were part-time employees. There were 2,292 employees in Mexico, of which approximately 18% were full-time employees and approximately 82% were part-time employees. Approximately 4% and 82% of our U.S. and Mexican employees, respectively, are represented by unions. We consider our employee relations to be good.

Real Estate

As of December 31, 2004, in the U.S. we owned 11 theatres, leased 115 theatres independently, leased 3 theatres with joint venture partners and operated 2 theatres under management arrangements. We generally have long-term leases, with original terms ranging from 15 to 25 years, renewal options usually in intervals of 5 to 10 years and, in some cases, termination rights. As of December 31, 2004, Cinemex owned one theatre and leased 36 theatres, Yelmo owned ten theatres and leased 16 theatres and Megabox leased seven theatres.

Antitrust

The distribution of motion pictures in the U.S. is largely regulated by federal and state antitrust laws and has been the subject of numerous antitrust cases. As a result of these cases, the manner in which we can license films from certain distributors is subject to consent decrees which effectively require major film distributors to offer and license films to exhibitors in the U.S., including us, on a film-by-film and theatre-by-theatre basis. Consequently, we cannot enter into long-term arrangements with major distributors for the supply of films, but must compete and negotiate for film licenses on a film-by-film and theatre-by-theatre basis.

ADA

Our theatres in the U.S. must comply with the Americans with Disabilities Act of 1990, or the ADA, to the extent that such properties are “public accommodations” and/or “commercial facilities” as defined by the ADA. We develop new theatres to be accessible to the disabled and we believe we are in substantial compliance with current regulations relating to accommodating disabled persons. Failure to comply with the ADA could result in the imposition of injunctive relief, fines, an award of damages to private litigants and additional capital expenditures to remedy such non-compliance.

As an employer covered by the ADA, we must make reasonable accommodations to the limitations of employees and qualified job applicants with disabilities, provided that such reasonable accommodations do not pose an undue hardship on the operation of our business.

Environmental

We own, manage and operate theatres and other properties which are subject to certain federal, state and local laws and regulations relating to environmental protection, including those governing past or present releases of or exposure to hazardous materials. Some of these laws and regulations may impose joint and several liability on certain statutory classes of persons for the costs of investigation or remediation of contamination, regardless of fault or the legality of the original disposal. These persons include the present or former owner or operator of a contaminated property and companies that generated, disposed of or arranged for the disposal of hazardous materials found at the property. As a result, we may incur significant costs to clean up contamination present on, at or under our properties, even if such contamination was present prior to the commencement of our operations at the site and was not caused by our activities. See “—Legal Proceedings—Environmental Litigation.”

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Other

Our operations are subject to federal, state and local laws governing matters such as construction, renovation and operation of theatres, as well as wages and working conditions, citizenship, health and sanitation requirements and licensing. We believe our theatres are in material compliance with such laws.

Legal Proceedings

Metreon Arbitration

In May 1997, we entered into a 21-year lease with Metreon, Inc. (“Metreon”) to operate a megaplex theatre in an entertainment/retail center developed by Metreon in San Francisco. Since that theatre opened in June 1999, we have had a dispute with Metreon with respect to (1) construction costs that Metreon claims are our responsibility under the lease and (2) the percentage of the center occupied by the theatre and the nature and allocation of the costs that Metreon is seeking to include as operating expenses under the lease. The amount of operating expenses claimed by Metreon to be allocable to this theatre is based upon the landlord’s assertion that we occupy at least 48.5% of the center. We asserted that we occupied substantially less of the center and that various expenses included in operating expenses charged to us were improper. In the Chapter 11 proceeding we assumed the Metreon lease without prejudice to any of our or Metreon’s rights with respect to the merits of the dispute or the appropriate forum for resolving the dispute. In September 2003, an arbitration was conducted to determine the percentage of the center occupied by the theatre. On March 16, 2004, the arbitrators issued a final award fixing at 34.49% the percentage of the center occupied by us as of August 1, 2003 and directing Metreon to pay our legal fees and expenses related to the arbitration. Metreon sought to have the award vacated in state court in California and a hearing regarding Metreon’s motion was held on July 8, 2004. By Order dated August 2, 2004, the court denied Metreon’s motion to vacate the arbitration award, confirmed the award, and awarded us attorney’s fees and costs to be determined in post-hearing submissions. A judgment confirming the arbitration award was entered by the court on September 3, 2004. Metreon is appealing this judgment. If the final award is confirmed by the appellate court, the maximum liability for operating expenses claimed by Metreon to be allocable to our theatre will be reduced significantly and we expect that Metreon will then commence legal proceedings to collect the remaining amount of operating expenses it claims are due from us. We believe that we have meritorious defenses to all of Metreon’s claims against us under the lease and we intend to vigorously defend our position.

Environmental Litigation

Two drive-in theatres in the State of Illinois, both formerly leased by us, are located on properties on which certain third parties disposed of, or may have disposed of, substantial quantities of debris that may contain hazardous substances. Some of the disposals may have occurred during the terms of our leases. One of these leases terminated in the ordinary course prior to the commencement of our Chapter 11 case and we rejected the other lease in the bankruptcy proceeding. Termination or rejection of these leases, however, may not terminate all of our liability in connection with the prior disposal of debris on these properties. In addition, the rejected leased property, located in Cicero, Illinois, is the subject of an action filed in August 1998 by the Illinois Attorney General’s office seeking civil penalties and various forms of equitable relief in connection with the disposal. Recently, we concluded settlement negotiations with the Illinois Attorney General and the owners of the property located in Cicero, Illinois to resolve this lawsuit and the related claims by the State and the property owners that were filed in our Chapter 11 case. The negotiated settlement was approved by the Bankruptcy Court and the Illinois state court on October 26 and 27, 2004, respectively. The settlement requires us to make payments totaling $2.2 million, $2.0 million of which were paid from a fund for general unsecured creditors established under our Chapter 11 Plan. Pursuant to the terms of the settlement, a portion of the total payments were deposited in a trust fund administered by the Illinois Environmental Protection Agency, a portion was paid to the property owners and a portion was paid to the Illinois Attorney General.

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Six West Retail Acquisition, Inc.

Six West Retail Acquisition, Inc., a real estate development company, commenced an action on July 24, 1997, alleging that we, Sony Corporation and certain of our current and former officers and directors violated federal antitrust laws by engaging in block-booking agreements and monopolizing the motion picture exhibition market in New York City, and that we violated our contractual and fiduciary responsibilities in managing three theatres for Six West. We believe that Six West’s claims are without merit and intend to oppose them vigorously. We believe that any recovery by the plaintiff will be limited to the distributions to general unsecured claims provided for pre-petition claims in the Plan. In March 2004, the judge in this case issued an opinion and order granting defendants’ motion for summary judgment and dismissing all of Six West’s claims. Six West appealed this decision only as against the corporate defendants and not the individuals. On March 30, 2005, the court of appeals affirmed the lower court’s decision.

Village East Litigation

On March 18, 2003, the owners and operators of the Village East Cinema, an independent seven-screen theatre in Manhattan, filed suit under federal and state antitrust laws against various motion picture theatre chains and film distributors, including us and our then ultimate parent companies, Onex Corporation and Oaktree Capital Management, LLC. The plaintiffs alleged that we violated Section 1 of the Sherman Antitrust Act and Section 340 of N.Y. Gen. Bus. Law by: (1) coercing film distributors not to deal with the Village East Cinema; and (2) entering into exclusive contracts with film distributors that grant our theatres the exclusive right to exhibit films within a specified area for an unreasonably long period of time. The plaintiffs also alleged that Onex Corporation’s and our acquisitions of other theatres across the United States violated Section 7 of the Clayton Act, and that the presence of common directors on our board and one of our competitors violated Section 8 of the Clayton Act. The plaintiffs further alleged state law causes of action for unjust enrichment and tortious interference with prospective contractual relations arising from the same conduct. We, along with several other defendants, filed a motion to dismiss the complaint on May 19, 2003. In December 2003, the court issued an order dismissing the plaintiff’s Section 7 claim and their state law claim for unjust enrichment. In September 2004, we settled this litigation without any admission of liability; all claims against us were dismissed without prejudice, the plaintiffs and we exchanged releases and we made a payment to the plaintiffs that was not material.

Discount Ticket Litigation

We sold various types of advance sale discount movie tickets with expirations dates to California business customers that, in turn, have either re-sold or given away such movie tickets to employees or valued customers. On December 15, 2003, Daniel C. Weaver filed suit in San Francisco Superior Court against us alleging our illegal sale in California of gift certificates with expiration dates under California Civil Code Section 1749.5 (a strict liability statute which expressly prohibits such sales), California Civil Code Section 1750 et seq. and California’s Business and Professions Code Section 17200 et seq. The Weaver compliant alleges that such corporate discount tickets constitute gift certificates subject to California’s prohibition on selling gift certificates that contain an expiration date. The Weaver case was filed as both a class action and as a private attorney general action on behalf of the general public, and seeks declaratory relief, injunctive relief, disgorgement and restitution related to sales of such alleged gift certificates during the putative class period. The plaintiff likely intends to focus its restitution and disgorgement efforts on our expired, unredeemed discount tickets. We do not expect the outcome of this litigation to have a material impact on our operating results or financial position.

Other

Other than the lawsuits noted above, we are a defendant in various lawsuits arising in the ordinary course of business and we are involved in certain environmental matters. From time to time we are involved in disputes with landlords, contractors and other third parties. It is the opinion of management that any liability to us, which may arise as a result of these matters, will not have a material adverse effect on our operating results, financial position or cash flows.

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MANAGEMENT

Executive Officers and Key Employees

The following table sets forth information regarding our executive officers and other key employees:

Name	Age	Position
Travis Reid	50	President, Chief Executive Officer and Director
Miguel Ángel Dávila	39	CEO Cinemex and Director
John J. Walker	52	Senior Vice President, Chief Financial Officer and Treasurer
Adolfo Fastlicht Kurián	38	Director of Real Estate, Cinemex
Steven Bunnell	45	Senior Vice President and Head Film Buyer
Alan Benjamin	50	Senior Vice President, Real Estate
John McCauley	40	Senior Vice President, Marketing
Michael Politi	37	Senior Vice President and General Counsel
Frank Stryjewski	48	Senior Vice President, Theatre Operations
Bryan Berndt	48	Vice President, Finance and Controller

The following biographies describe the business experience of our executive officers and key employees:

Travis Reid joined Loews in 1991 as Senior Vice President of Film and has been President and Chief Executive Officer of the company since April 2002. Mr. Reid has been in the film exhibition industry for 30 years. Prior to his current position, Mr. Reid was President, North American Operations beginning May 1998. Mr. Reid served as President of Loews Theatres beginning October 1996 and for the preceding year served as Executive Vice President, Film Buying of Loews Theatres. Prior to joining Loews, Mr. Reid held senior film buying positions at General Cinema Corp., Cineamerica Theatres, Century Theatres and Theatre Management Inc. He began his career at age 20 at a drive-in movie theatre in California. Mr. Reid holds a B.S. in Business Administration from California State University at Hayward. Mr. Reid is also a director of Yelmo and Megabox.

Miguel Ángel Dávila joined Loews in 2002 as a result of the Cinemex acquisition and continues to serve as Chief Executive Officer of Cinemex. Mr. Dávila founded Cinemex in 1994 with Mr. Fastlicht and another classmate from Harvard Business School. Mr. Dávila is the current president of CANACINE, the National Chamber of Cinematography and Video industry in Mexico. Prior to forming Cinemex, Mr. Dávila was a business analyst for McKinsey and Co. Mr. Dávila received his B.A. from ITAM and his M.B.A. from Harvard Business School.

John J. Walker joined Loews in 1987 as Vice President and Controller of Loews Theatres and has been Senior Vice President, Chief Financial Officer and Treasurer since 1990. He is responsible for oversight of accounting and financial reporting, treasury and cash management, financing, internal audit, safety and security, purchasing and procurement, MIS and human resources and administration. He is a certified public accountant and a member of the American Institute of Certified Public Accountants and the New York State Society of Certified Public Accountants. Mr. Walker is also a director of Yelmo.

Adolfo Fastlicht Kurián joined Loews in 2002 as a result of the Cinemex acquisition and continues to serve as Director of Real Estate of Cinemex. Mr. Fastlicht founded Cinemex in 1994 with Mr. Dávila and another classmate from Harvard Business School. From 2000 to 2004, Mr. Fastlicht served as President of the Mexican Real Estate Association. Mr. Fastlicht studied hotel business administration at Boston University and received an M.B.A. from Harvard Business School.

Steven Bunnell joined Loews in 1993 and has been Senior Vice President and Head Film Buyer for Loews U.S. operations since March 2003. Prior to that, he served as Vice President, Film Buying for Loews’ U.S. operations beginning May 1998 and has headed the U.S. Film Department since May 2000. Mr. Bunnell served as Vice President of Film Buying for Loews Theatres from 1995 until May 1998.

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Alan Benjamin joined Loews in 1999 and has been Senior Vice President, Real Estate for Loews’ U.S. operations since March 2003. Prior to joining us in May 1999, Mr. Benjamin worked for 16 years at AMC Theatres, where he most recently served as Senior Vice President of AMC Realty, Inc.

John McCauley joined Loews in 2001 and has been Senior Vice President, Marketing for Loews’ U.S. operations since March 2003. Prior to joining us, Mr. McCauley served as Senior Director of Marketing and Communication for the National Football League (NFL) from December 1995 through May 2001.

Michael Politi joined Loews in 1999 and has been Senior Vice President and General Counsel since January 2004. Prior to that, Mr. Politi served as Senior Vice President and Corporate Counsel for Loews. From September 1996 through January 1999, Mr. Politi was a corporate associate at the law firm Fried, Frank, Harris, Shriver & Jacobson in New York.

Frank Stryjewski joined Loews in April 2005 as its Senior Vice President of Theatre Operations. From 2002 through April 2005, Mr. Stryjewski served as Senior Vice President, Strategic Development and Marketing for American Multi-Cinema, Inc. Prior to that, Mr. Stryjewski was President of General Cinema Theatres.

Bryan Berndt joined Loews in 1997 as a Vice President, Finance and has been Vice President, Finance and Controller since August 2002. Prior to joining us in 1997, Mr. Berndt was employed by Price Waterhouse LLP for eight years, where he was a Senior Manager, Audit.

Corporate Governance

The board of directors of LCE Holdings, Inc. manages our business and affairs. It consists of nine members. Pursuant to a stockholders agreement entered into among the Sponsors, LCE Holdings, Inc. and LCE Intermediate Holdings, Inc. as part of the Transactions, each of Bain Capital and The Carlyle Group are entitled to designate three members of the board of directors and Spectrum Equity Investors is entitled to designate two members of the board of directors. In addition, Travis Reid, our chief executive officer, is a director of LCE Holdings, Inc.

Board of Directors

The following table sets forth information regarding our non-management directors:

Name	Age
John Connaughton	39
Philip Loughlin	37
Ian Reynolds	32
Michael Connelly	53
Allan Holt	53
Eliot Merrill	34
Brion Applegate	51
Benjamin Coughlin	32

The following biographies describe the business experience of our non-management directors:

John Connaughton joined Bain Capital in 1989. He has been a Managing Director since 1997. Prior to joining Bain Capital, Mr. Connaughton was a consultant at Bain & Company where he consulted in the medical, consumer products and business service industries. Mr. Connaughton received an M.B.A. from Harvard Business School where he was a Baker Scholar. He received a B.S. from the University of Virginia. Mr. Connaughton is also a member of the Boards of Directors of Stericycle, Inc., ProSiebenSat.1 Media AG, and Warner Chilcott Holdings Co., Ltd.

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Philip Loughlin joined Bain Capital in 1996. He has been a Managing Director since 2003. Prior to joining Bain Capital, Mr. Loughlin was Executive Advisor to the President of Eagle Snacks, Inc. Previously, Mr. Loughlin was a consultant at Bain & Company where he focused on telecommunications, industrial manufacturing and consumer products. Mr. Loughlin also served as a Product Manager at Norton Company. Mr. Loughlin received an M.B.A. from Harvard Business School where he was a Baker Scholar and graduated cum laude with an A.B. from Dartmouth College. Mr. Loughlin is also a member of the Boards of Directors of Burger King Corporation, Brenntag A.G. and Professional Services Industries, Inc.

Ian Reynolds joined Bain Capital in 1996. He has been a Principal since 2004. Prior to joining Bain Capital, Mr. Reynolds was a consultant at Bain & Company where he consulted in the technology and consumer products industries. Mr. Reynolds received an M.B.A. from Harvard Business School where he was a Baker Scholar and graduated cum laude with a B.A. from Yale College.

Michael Connelly is a Managing Director of The Carlyle Group focused on U.S. buyout transactions in the telecommunications and media sectors. Prior to joining Carlyle, Mr. Connelly spent more than 25 years in the investment banking and banking industries in the communications sectors. Most recently he was a Managing Director at Credit Suisse First Boston and prior to that a Managing Director at Donaldson, Lufkin & Jenrette in the Media and Telecommunications Group. Before DLJ, he was in the Mergers and Acquisitions Group at The First Boston Corporation. He began his career at The Bank of Boston where he focused on media credits and financial restructurings. Mr. Connelly received his M.B.A. from The Wharton School at the University of Pennsylvania and his undergraduate degree at Georgetown University, where he is a member of the Board of Regents. Mr. Connelly is also a member of the Board of Directors of Pan Am Sat.

Allan Holt is a Managing Director and Co-head of the U.S. Buyout group of The Carlyle Group. Mr. Holt joined Carlyle in 1991, initially with primary responsibilities as Senior Vice President and Chief Financial Officer of one of Carlyle’s portfolio companies. Prior to joining Carlyle, he spent three and a half years with Avenir Group, Inc., an investment and advisory group. Mr. Holt was also previously with MCI Communications Corporation, where he was Director of Planning and Budgets. Before joining MCI, he was with Coopers & Lybrand. Mr. Holt is a graduate of Rutgers University and received his M.B.A. from the University of California, Berkeley. Mr. Holt is also a member of the Boards of Directors of Aviall, Inc., Avio S.p.A., CPU Technology, Inc., Piedmont Holdings, MedPointe, Inc., The Relizon Company, Standard Aero, Ltd. and Vought Aircraft Industries, Inc.

Eliot Merrill is a Principal of The Carlyle Group focused on U.S. buyout opportunities in the telecommunications and media sectors. Prior to joining Carlyle in 2001, Mr. Merrill was a Principal at Freeman Spogli & Co., a buyout fund with offices in New York and Los Angeles. Prior to 2001, Mr. Merrill was an Associate at Dillon Read & Co. Inc. in the Mergers and Acquisitions Group. Before that, Mr. Merrill was a Sail Consultant and Special Project Coordinator for Doyle Sailmakers, Inc. Mr. Merrill graduated magna cum laude from Harvard College.

Brion Applegate co-founded Spectrum in 1993 with Bill Collatos and serves as a Managing Director. Prior to forming Spectrum, he began his career in the private equity industry in 1979 with TA Associates. Prior investments of note include PriCellular, American Cellular, HO Systems, Illuminet, and Tut Systems. Mr. Applegate holds an M.B.A. from Harvard Business School, and received his bachelor’s degree from Colgate University. He is also a member of the Board of Directors of CBD Media LLC, and Nassau Broadcasting Partners L.P.

Benjamin Coughlin joined Spectrum Equity Investors in 1997 and has been a Principal since 2000. Prior to Spectrum, Mr. Coughlin worked as an Associate at Apax Partners in Munich, Germany, where he was involved with later-stage and buyout opportunities in the technology and information services industries. At Spectrum, Mr. Coughlin focuses on buyout investments in the media, information services, and communications industries. Mr. Coughlin graduated from Harvard College with a bachelor’s degree, cum laude, in Economics, where he was also a John Harvard Scholar. He is also a member of the Boards of Directors of Becket Media L.P. and CBD Media LLC.

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Board Committees

Audit Committee

The audit committee of our board of directors is currently composed of three members, Mssrs. Loughlin, Merrill and Coughlin, and operates under a written charter adopted by the board of directors in October 2004. The board of directors has not designated an audit committee financial expert within the meaning of SEC regulations. Nevertheless, we believe the experience and education of the members of the audit committee qualifies them to monitor the integrity of our financial statements, legal and regulatory requirements applicable to us, the public accountants’ qualifications and independence, the performance of our internal audit function, and our compliance with the Sarbanes-Oxley Act and the rules and regulations thereunder. The principal duties and responsibilities of our audit committee are as follows:

• to assist our board of directors in monitoring the integrity of our financial statements, our outside auditors’ qualifications and independence, the performance of our internal audit function and outside auditors and our compliance with legal and regulatory requirements;

• to select, evaluate and replace (subject to stockholder approval) our outside auditors; and

• to provide for appropriate funding for the payment of compensation to any accounting firm and advisers retained.

The audit committee has the authority to retain special legal, accounting or other consultants to the extent it deems necessary to carry out its duties.

Compensation Committee

The compensation committee of our board of directors is currently composed of three members, Mssrs. Connaughton, Connelly and Applegate, and operates under a written charter adopted by the board of directors in October 2004. The principal duties and responsibilities of the compensation committee are as follows:

• to provide oversight on the development and implementation of the compensation policies, strategies, plans and programs for our key employees and outside directors and disclosure relating to these matters;

• to make recommendations to the board regarding the compensation of our chief executive officer and the other executive officers of our company and our subsidiaries; and

• to provide oversight concerning selection of officers, management succession planning, performance of individual executives and related matters.

Compensation of Directors

The members of our board of directors are not separately compensated for their services as directors, other than reimbursement for out-of-pocket expenses incurred in connection with rendering such services.

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Compensation of Executives

The following table sets forth compensation information for each person who served as our Chief Executive Officer during 2004, our four other executive officers who were the most highly compensated for the year ended December 31, 2004 and our former President, U.S. Division, whose employment with us ended as of December 31, 2004. We refer to these individuals collectively as our “named executive officers.”

	Annual Compensation(1)			All Other Compensation ($)(2)
	Fiscal Year	Salary ($)	Bonus ($)
Travis Reid,     President, Chief Executive Officer and Director	2004	575,000	339,020	2,737,429
Miguel Ángel Dávila,     Chief Executive Officer of Cinemex and Director	2004	400,000	366,349	2,783,895
John Walker,     Senior Vice President, Chief Financial Officer and Treasurer	2004	399,572	327,640	960,214
Michael Norris,     President U.S. Division(3)	2004	382,438	—	1,563,026
Adolfo Fastlicht Kurián,     Director of Real Estate of Cinemex	2004	300,000	162,329	648,765
Alan Benjamin,     Senior Vice President, Real Estate	2004	295,752	73,000	134,752

(1) None of the named executive officers received personal benefits or other annual compensation in excess of the lesser of $50,000 or 10% of the combined salary and bonus of such officer in 2004.

(2) All Other Compensation includes employer match and profit sharing contributions under our 401(k) plan in the amounts of $6,150 and $4,510, respectively, for each of Messrs. Reid, Walker and Benjamin. Mr. Norris received employer match and profit sharing contributions under our 401(k) of $2,596 and $4,510, respectively, plus one time bonus and severance payments pursuant to his employment agreement totaling $958,274. In connection with the Transactions, Messrs Reid, Dávila, Walker, Norris, Kurián and Benjamin received transaction bonuses of $1,687,500, $1,772,388, $567,500, $567,500, $645,628 and $107,500, respectively. Messrs. Reid and Walker also received retention payments in respect of fiscal year 2004 in the amounts of $1,000,000 and $352,500, respectively. Mr. Dávila also received a bonus of $1,000,000 related to the signing of his employment agreement.

(3) Mr. Norris’ employment with us ended on December 31, 2004.

Agreements with Employees

Pursuant to his employment agreement with us, Mr. Reid receives an annual base salary of $600,000 along with customary benefits, and he is eligible for an annual performance bonus of between 50% and 100% of his base salary with a target of 75% of his base salary based on achieving business goals and targets established each year by our board of directors. Mr. Reid will not receive an annual bonus if we fail to achieve the business goals and targets that would have corresponded to an annual bonus of 50% of his base salary. If we terminate Mr. Reid’s employment without cause or if Mr. Reid terminates his employment for good reason, Mr. Reid will receive (1) his base salary and a bonus equal to the lesser of his annual bonus for the preceding fiscal year and his target bonus for the then current fiscal year for a period of 18 months and (2) either (a) a lump sum payment equal to the fair market value (net of exercise price) of the shares subject to the options granted to Mr. Reid under Mr. Reid’s Option Agreement with us based on the number of years of employment that Mr. Reid has completed with us following July 30, 2004 or (b) if such termination is in connection with a change of control of our company or within two years following such a change of control, at Mr. Reid’s option, either an amount equal to his maximum severance benefits described in (1) above or the fair market value (net of exercise price) of the shares subject to all of his vested options (including the acceleration of certain unvested options) granted under his Option Agreement. Mr. Reid has agreed not to compete with us for a period of 18 months following termination of his employment. The initial term of Mr. Reid’s employment agreement ends on January 1, 2008 and will be automatically extended thereafter for successive terms of one year each unless terminated by Mr. Reid or us. Mr. Reid also received a retention bonus of $1.0 million related to services that he provided to us following the Transactions.

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Pursuant to his employment agreement, Mr. Dávila receives an annual base salary of $400,000 along with certain enumerated benefits, and is eligible for an annual performance bonus of between 38% and 100% of his base salary if Cinemex’s financial results meet certain budgeted EBITDA targets. In the event we terminate Mr. Dávila’s employment without cause or Mr. Dávila terminates his employment for good reason, Mr. Dávila will receive each month for a period of 18 months 1/12^th of his target bonus for the then current fiscal year and 1/12^th of the lesser of either his salary for the previous fiscal year or 75% of his salary for the then current fiscal year. Mr. Dávila has agreed not to compete with us for a period of 18 months following termination of his employment. Mr. Dávila also participates in our Management Stock Option Plan and is eligible to receive cash payments related to the equity value of Cinemex pursuant to a stock appreciation rights agreement with Cinemex.

We also have agreements with each of David Badain, Alan Benjamin, Steven Bunnell, James Fagerstrom, Richard Manzione, John McCauley, Juan Monroy, Michael Politi, Frank Stryjewski, and John Walker. Each of these agreements provides that if we terminate the executive’s employment without cause or if the executive terminates his employment for good reason, the executive will be paid an amount equal to his base salary and a bonus equal to the lesser of his annual bonus for the preceding fiscal year and his target bonus for the then current fiscal year for a period of the greater of six months or one month for each completed year with us (not to exceed 12 months). For Messrs. Politi, Stryjewski and Walker, such severance period shall be 12 months or, in the case of Mr. Stryjewski, 24 months in the case of a termination during the first two years of his employment in connection with a change of control of our company. For Mr. Benjamin, such severance period shall last until he has received at least $228,094 in base salary and bonus. Each executive has agreed not to compete with us during the severance period following termination of his employment with us. The initial term of each executive’s employment agreement ends on January 1, 2007, except for Messrs. Politi and Walker, whose agreements end on January 1, 2008, and Mr. Stryjewski, whose agreement ends on April 4, 2008. Each agreement is automatically extended thereafter for successive terms of one year each unless terminated by the executive or us.

Management Stock Option Plan

Our parent companies have adopted a Management Stock Option Plan providing for the granting of options to our key employees. The plan is administered by our board of directors. Under the plan, our board of directors is authorized to grant options to acquire up to an aggregate of 2,859,836 shares of Class A Common Stock and 317,760 shares of Class L Common Stock of LCE Holdings, Inc. and 56,925 shares of Preferred Stock of LCE Intermediate Holdings, Inc. Not all of the options authorized have been granted. Typically, one-third of the options granted to an employee vest in equal annual installments on each of the five annual anniversary dates of the date of grant. The remaining two-thirds become eligible to vest upon a change of control of the Company provided that certain equity valuation targets are achieved in connection with the change of control and in any event they will vest upon the seventh anniversary of the date of grant.

Options/SAR Grants in 2004

In November 2004, Mr. Dávila was granted options under our Management Stock Option Plan to acquire up to 59,103 shares of Class A Common Stock and 6,567 shares of Class L Common Stock of LCE Holdings, Inc. and 1,176 shares of Preferred Stock of LCE Intermediate Holdings, Inc. These options represented 100% of the options granted to our employees or directors in 2004. The exercise prices of the Class A Common Stock, Class L Common Stock and Preferred Stock options are $1.00, $81.00 and $100.00, respectively. If unexercised, the options will expire on July 30, 2014. Mr. Dávila also received stock appreciation rights (SARs) related to the equity value of Cinemex. Under his SAR agreement, Mr. Dávila is eligible to receive cash payments equivalent to the increase in value of 4,405 shares of Cinemex Common Stock and 67,737 shares of Cinemex Preferred Stock. These SARs represent all of the SARs granted to Cinemex employees or directors in 2004. One-third of Mr. Dávila’s options and SARs vest in five equal annual installments beginning July 30, 2005, with accelerated vesting upon certain changes of control. The remainder of his SARs may vest in whole or in part based upon the value of the equity of Cinemex upon his resignation, or upon certain changes of control or upon certain transfers of shares at or following an initial public offering and in any event they will vest upon the seventh anniversary of July 30, 2004. The remainder of his options may vest based upon the value of the equity of LCE Holdings, Inc. upon his resignation, certain changes of control, or following an initial public offering and in any event they will vest upon the seventh anniversary of July 30, 2004.

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Benefit Plans

We offer customary health and welfare benefit plans to all of our salaried and some of our hourly U.S. employees, as well as a 401(k) plan, under which we make ordinary company contributions on behalf of those salaried U.S. employees who participate. Certain of these U.S. plans are described below. Most of our non-U.S. employees receive benefits under our local country benefit plans. In addition, employees who are members of collective bargaining units receive benefits in accordance with the relevant collective bargaining agreement.

Savings Plan

We have a defined contribution profit sharing and savings plan under which we contribute an amount equal to 50% of an employee’s contribution, up to a maximum of 6% of the statutory limit of eligible compensation. A participant may elect to contribute up to an additional 10% of eligible compensation (subject to the statutory limit), but this amount is not eligible for matching contributions by us. The savings plan also provides for special profit sharing contributions, the annual amount of which is determined in our discretion.

Pension Plans

We sponsor three tax qualified defined benefit pension plans. One is a “frozen” plan that owes fixed benefits to roughly 131 current salaried employees and to about 777 former retired and terminated employees. We continue to fund the plan in accordance with U.S. Internal Revenue Code requirements.

A second “cash balance” pension plan provides modest ongoing benefits to roughly 1,478 current non-union, hourly-paid employees who work more than 1,000 hours per year.

A third “Seniority Premium and Termination Indemnity” pension plan provides modest benefits to all eligible employees in Mexico.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Relationships and Related Transactions with Sponsors

Stockholders Agreements

Simultaneously with the closing of the Transactions, we, the Sponsors, LCE Intermediate Holdings and our parent company entered into a stockholders agreement. The stockholders agreement includes terms relating to the election of our directors and the directors of our parent company, restrictions on the issuance or transfer of shares, including tag-along rights and drag-along rights, other special corporate governance provisions (including the right to approve various corporate actions) and customary expense reimbursement provisions. We, the Sponsors, LCE Intermediate Holdings and our parent company have also entered into a registration rights agreement which provides that our Sponsors will have the right, under certain circumstances and subject to certain conditions, to require us to register under the Securities Act shares of our common stock held by them.

Management Agreement

We and LCE Intermediate Holdings, Inc. have entered into a management agreement with each of the Sponsors pursuant to which such entities or their affiliates provide us management services. Pursuant to such agreement, affiliates of the Sponsors receive an aggregate annual management fee of $4.0 million, and reimbursement for out-of-pocket expenses incurred in connection with the provision of services pursuant to the agreement and enforcement of remedies. In addition, pursuant to such agreement, affiliates of the Sponsors also received aggregate transaction fees of approximately $20.0 million in connection with services provided by such entities related to the Transactions. The management agreement provides that affiliates of the Sponsors may receive fees in connection with certain financing and acquisition transactions. The management agreement includes customary indemnification provisions in favor of the Sponsors and their affiliates.

Management Stockholders Agreement

We have entered into a management stockholder agreement with each of our stockholders that provides for restrictions and rights related to the transfer, sale and purchase of our stock, including tag-along, drag-along and participation rights and call options, and contains agreements related to the voting of shares of our stock. In general, those restrictions and rights terminate upon a change of control or the consummation of an initial public offering.

Relationships and Related Transactions with Loews’ Affiliates

As used in this section, our references to OCM Cinema Holdings, LLC, or OCM Cinema, include OCM Cinema and certain of its affiliates and our references to Onex Corporation, or Onex, include Onex and certain of its affiliates. Affiliates of Onex and OCM Cinema were our principal stockholders prior to the Transactions and are referred to elsewhere in this prospectus as our former investors.

Cineplex Galaxy Income Fund

Fund Public Offering

In November 2003, Loews combined its Canadian theatre operations with the film exhibition business of Galaxy Entertainment Inc., or Galaxy, to form Cineplex Galaxy Limited Partnership, or Cineplex Galaxy. Concurrently, Cineplex Galaxy Income Fund, an Ontario trust, or the Fund, publicly issued units of the Fund for aggregate net proceeds of approximately $124 million, and used the proceeds to acquire an approximate 37% limited partnership interest in Cineplex Galaxy. Onex owned an approximate 73% economic interest and an approximate 79% voting interest in Galaxy, and Gerald W. Schwartz and Anthony Munk were also on the board of directors of Galaxy. At the time of the combination, Galaxy operated 13 theatres in Canada. Our interest in Cineplex Galaxy was sold to our former investors concurrent with the closing of the Transaction.

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Continuing Relationship with Cineplex Galaxy

Services Agreement. In connection with the Fund’s public offering, COC entered into a services agreement to provide to Cineplex Galaxy and its affiliates management information systems administration and maintenance, and software applications development and support systems. For these services, COC will receive an annual fee of $500,000 (with annual increases to adjust for increases in the consumer price index in the prior year) plus $25,000 (with annual increases to adjust for increases in the Canadian consumer price index in the prior year) for each eight additional theatre locations opened by Cineplex Galaxy following the offering (net of theatre closures). The service fee is subject to adjustment if COC is requested to provide additional services.

The initial term of the services agreement is 10 years, renewable for further five-year periods, subject to the approval of COC and the independent directors of the general partner of Cineplex Galaxy. The services agreement may be terminated following certain customary events of default, or upon 12 months’ notice if the Loews group (as defined in the related documents, and including Onex) ceases to hold more than 20% of the Fund’s units on a fully diluted basis. It may also be terminated upon 12 months’ notice by the independent directors of the general partner of Cineplex Galaxy and by COC upon 24 months’ notice.

In connection with the Transactions, we entered into an agreement to provide COC the services required under the services agreement, in return for the entire fee payable to COC under that agreement. We have the right to terminate this agreement upon 24 months’ notice to COC. We are currently in negotiations with Cineplex Galaxy to terminate this Services Agreement.

Employment Arrangements. We employ a film buyer on behalf of Cineplex Galaxy and are reimbursed and indemnified by Cineplex Galaxy with respect to such employment. Cineplex Galaxy employs several individuals in our construction and design department on our behalf. We reimburse Cineplex Galaxy in respect of such employment arrangements.

Non-Compete in Canada. In connection with the sale of its Canadian assets to Cineplex Galaxy, Loews has agreed not to acquire, operate or develop any theatres in Canada so long as Loews and its subsidiaries hold at least 20% of the Fund’s units (on a fully diluted basis) and for 12 months thereafter, other than:

• the six theatres held by COC at the time of the Fund’s offering,

• theatres in Canada owned by non-Canadian entities which acquire or merge with us (provided, that if Loews owns any of those theatres as a result of the transaction, Loews agrees to offer to sell those theatres to Cineplex Galaxy at fair value within 12 months after the completion of that transaction), or

• theatres in Canada that Cineplex Galaxy determines not to acquire, operate or develop within 120 days after we give it notice that we wish to do so.

As part of the Transactions, Loews sold its interest in COC to affiliates of its former investors. Loews will continue to be subject to this non-compete through July 30, 2005.

Indemnification

Loews and COC provided certain representations, warranties and indemnities to the Fund in connection with the Fund’s public offering. COC’s total maximum liability for these representations, warranties and related indemnities is limited to the gross cash proceeds of the offering and, in Loews’ case, to the net cash proceeds of the offering plus any amounts drawn at closing under the partnership’s term facility. Loews also provided an indemnity for certain matters relating to Galaxy. Onex has agreed to indemnify Loews with respect to any amount Loews is required to pay with respect to Galaxy. These representations and warranties survive the offering for a period of 18 months, except that certain limited matters survive without limitation of time and the “no misrepresentations” representation relating to any prospectus disclosure and related indemnity survives for a period of three years.

In connection with the sale of COC to the former investors, the purchaser indemnified Loews with respect to any liability for these representations, warranties and indemnities and COC guaranteed this indemnity.

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Tax Sharing Agreement—Mexico

We have entered into a tax sharing agreement with Cinemex Acquisition Corp. and Cinemex LLC in connection with the Transactions. Cinemex Acquisition Corp. and Cinemex LLC held 100% of the outstanding equity interests of Symphony Subsisting Vehicle, S. de R.L. de C.V. and all of the shares of common stock of Cinemex, which entities, together, directly and indirectly owned our Mexican film exhibition assets. We agreed to bear one-half of any net income tax imposed under Mexican law with respect to the sale of the equity interests of Symphony Subsisting Vehicle and Cinemex and Cinemex Acquisition Corp. and Cinemex LLC, which will continue to be owned by our former investors, will agree to bear the other half.

Each of the entities which purchased our Canadian film exhibition operations and COC entered into a guaranty under which each will guarantee the obligations of Cinemex Acquisition Corp. and Cinemex LLC under the tax sharing agreement.

Sale of Canadian and German Film Exhibition Operations

As part of the Transactions, we:

• sold our interest in COC, and thereby dispose of our Canadian film exhibition operations, to our former investors, for aggregate proceeds of $205.9 million; and

• sold our German film exhibition operations to our former investors for $1.00.

We have guaranteed certain real property leases for theatres located in Canada and in Germany. Our former investors have agreed to indemnify us for these liabilities.

Indemnification Agreements

We have entered into indemnification agreements with each of our directors and executive officers which terminate upon the resignation by such persons. Under those agreements, we agree to indemnify each of these individuals against claims arising out of events or occurrences related to that individual’s service as our agent or the agent of any of our subsidiaries, except to the extent any claim arises from conduct that was not in good faith or in a manner reasonably believed to be in, or not opposed to, our best interests or, with respect to any criminal action or proceeding, there was reasonable cause to believe such conduct was unlawful.

Arrangements with Management

We have entered into agreements with senior management relating to their employment. For more information, see “—Agreements with Employees.”

Cinemex

Cinemex from time to time purchases services or enters into arrangements with parties related to its employees. For example, Miguel Angel Dávila, Chief Executive Officer and President of Cinemex and on the boards of Cinemex and Loews, and Adolfo Fastlicht Kurián, Director of Real Estate of Cinemex, are minority investors in the construction of the new shopping center where one of Cinemex’s new theatres opened in December 2004. Mr. Kurián’s father is the general manager of three construction companies that provide theatre construction services to Cinemex and Mr. Kurián is an investor in these companies. In addition, Cinemex signed a waiver to allow a McDonald’s restaurant owned by Mr. Kurián’s wife to open in a shopping center where, under the lease, the landlord was prohibited from leasing space to a business that would compete with the theatre’s concessions. A relative of Mr. Dávila is the manager of Consultores en Información Electrónica, S.A. de C.V., the company which renders web hosting, electronic marketing, e-mail and software services to one of Cinemex’s subsidiaries. This arrangement may be terminated by Cinemex upon 30-days notice. We believe that these and other such arrangements have been entered into on arms-length terms or are immaterial to our results of operations.

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PRINCIPAL STOCKHOLDERS

All of our issued and outstanding capital stock is held by LCE Holdco LLC. Indirectly through their holdings in LCE Holdings, Inc., the Sponsors own substantially all of the membership interests of LCE Holdco LLC. Bain Capital owns 38%, The Carlyle Group owns 38% and Spectrum Equity Investors owns 24% of each of the Class A common stock and Class L common stock of LCE Holdings, Inc., and, in the same proportion, 100% of the preferred stock of LCE Intermediate Holdings, Inc. Together with LCE Holdings, Inc., we adopted an omnibus management incentive plan for members of our management team following the consummation of the Transactions.

The following table provides certain information as of March 31, 2005 with respect to the beneficial ownership of the interests in LCE Holdings, Inc. by (i) each holder known by us who beneficially owns 5% or more of the outstanding equity interests of that company, (ii) each of the members of our board of directors, (iii) each of our named executive officers, and (iv) all of the members of our board of directors and our executive officers as a group.

Notwithstanding the beneficial ownership of common stock presented below, a stockholders’ agreement governs the stockholders’ exercise of their voting rights with respect to election of directors and certain other material events. The parties to the stockholders’ agreement have agreed to vote their shares to elect the board of directors as set forth therein. In addition, an amended and restated investor agreement governs certain stockholders’ exercise of voting rights with respect to effecting a change of control transaction. See “Certain Relationships and Related Party Transactions.”

Except as described in the agreements mentioned above or as otherwise indicated in a footnote, each of the beneficial owners listed has, to our knowledge, sole voting and investment power with respect to the indicated shares of common stock. Unless otherwise indicated in a footnote, the address for each individual listed below is c/o Loews Cineplex Entertainment Corporation, 711 Fifth Avenue, New York, New York 10022.

Name and Address	Shares of Class A Common Stock	Shares of Class L Common Stock	Percentage Ownership
Bain Capital Holdings (Loews) I, L.P. and Related Funds (1)	13,285,332.70	1,476,148.08	38
The Carlyle Group Partners III Loews, L.P. and Related Funds (2)	13,285,332.70	1,476,148.08	38
Spectrum Equity Investors IV, L.P. and Related Funds (3)	8,596,391.81	955,154.65	24
Travis Reid	50,039.62	5,559.96	*
John Walker	8,339.94	926.66	*
Alan Benjamin	6,671.95	741.33	*
Miguel Ángel Dávila	—	—	—
Adolfo Fastlicht Kurián	—	—	—
John Connaughton (4)	—	—	—
Philip Loughlin (4)	—	—	—
Ian Reynolds (4)	—	—	—
Michael Connelly (5)	—	—	—
Allan Holt (5)	—	—	—
Eliot Merrill (5)	—	—	—
Brion Applegate (6)	—	—	—
Benjamin Coughlin (6)	—	—	—
All directors and executive officers as a group	85,275.82	9,475.11	0.3

* Indicates less than 1% of common stock.

(1) Represents shares owned by the following group of investment funds affiliated with Bain Capital funds: (i) 6,911,833.52 shares of Class A common stock and 767,981.50 shares of Class L common stock owned by Bain Capital Holdings (Loews) I, L.P., whose general partner is Bain Capital Partners VII, L.P., whose

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general partner is Bain Capital Investors, LLC and (ii) 6,373,499.18 shares of Class A common stock and 708,166.58 shares of Class L common stock owned by Bain Capital AIV (Loews) II, L.P., whose general partner is Bain Capital Partners VIII, L.P., whose general partner is Bain Capital Investors, LLC. The address is c/o Bain Capital, LLC, 111 Huntington Avenue, Boston, Massachusetts 02199.

(2) Represents shares owned by the following group of investment funds affiliated with The Carlyle Group: (i) 1,323,964.89 shares of Class A common stock and 147,107.21 shares of Class L common stock owned by TC Group Investment Holdings, L.P., whose general partner is TCG Holdings II, L.P., whose general partner is DBD Investors V, L.L.C., (ii) 11,326,740.86 shares of Class A common stock and 1,258,526.76 shares of Class L common stock owned by Carlyle Partners III Loews, L.P., whose general partner is TC Group III, L.P., whose general partner is TC Group III, L.L.C., whose sole managing member is TC Group, L.L.C., whose sole managing member is TCG Holdings, L.L.C., and (iii) 634,626.95 shares of Class A common stock and 70,514.11 shares of Class L common stock owned by CP III Coinvestment, L.P., whose general partner is TC Group III, L.P., whose general partner is TC Group III, L.L.C., whose sole managing member is TC Group, L.L.C., whose sole managing member is TCG Holdings, L.L.C. The address is c/o The Carlyle Group, 520 Madison Avenue, 42nd Floor, New York, NY 10022.

(3) Represents shares owned by the following group of investment funds affiliated with Spectrum Equity Investors funds: (i) 8,445,954.96 shares of Class A common stock and 938,439.44 shares of Class L common stock owned by Spectrum Equity Investors IV, L.P., whose general partner is Spectrum Equity Associates IV, L.P., (ii) 49,859.07 shares of Class A common stock and 5,539.90 shares of Class L common stock owned by Spectrum Equity Investors Parallel IV, L.P., whose general partner is Spectrum Equity Associates IV, L.P., and (iii) 100,577.78 shares of Class A common stock and 11,175.31 shares of Class L common stock owned by Spectrum IV Investment Managers’ Fund, L.P. The address is c/o Spectrum Equity Investors, 333 Middlefield Road, Suite 200, Menlo Park, CA 94025.

(4) Messrs. Connaughton, Loughlin and Reynolds are directors of LCE Holdings, Inc. Messrs. Connaughton and Loughlin are Managing Directors of Bain Capital Partners, LLC. Mr. Reynolds is a Principal at Bain Capital Partners, LLC. Accordingly, Messrs. Connaughton, Loughlin and Reynolds may be deemed to beneficially own the shares of common stock held by the Bain Funds. Messrs. Connaughton, Loughlin and Reynolds disclaim beneficial ownership of such shares except to the extent of their pecuniary interests therein. The business address for each is c/o Bain Capital, 111 Huntington Avenue, Boston, MA 02199.

(5) Messrs. Connelly, Holt and Merrill are directors of LCE Holdings, Inc. Messrs. Connelly and Holt are Managing Directors of The Carlyle Group. Mr. Merrill is a Principal of The Carlyle Group. Accordingly, Messrs. Connelly, Holt and Merrill may be deemed to beneficially own the shares of common stock held by The Carlyle Group. Messrs. Connelly, Holt and Merrill disclaim beneficial ownership of such shares except to the extent of their pecuniary interests therein. The business address for each is c/o The Carlyle Group, 520 Madison Avenue, 42nd Floor, New York, NY 10022.

(6) Messrs. Applegate and Coughlin are directors of LCE Holdings, Inc. Mr. Applegate is a Managing Director of Spectrum Equity Investors. Mr. Coughlin is a Principal at Spectrum Equity Investors. Accordingly, Messrs. Applegate and Coughlin may be deemed to beneficially own the shares of common stock held by the Spectrum Funds. Messrs. Applegate and Coughlin disclaim beneficial ownership of such shares except to the extent of their pecuniary interests therein. The business address for each is c/o Spectrum Equity Investors, 333 Middlefield Road, Suite 200, Menlo Park, CA 94025.

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DESCRIPTION OF SENIOR SECURED CREDIT FACILITY

We summarize below the principal terms of the agreements that govern our and Cinemex’s senior secured credit facility. This summary is not a complete description of all the terms of such agreements.

Our Senior Secured Credit Facility

General

In connection with the Transactions, we entered into a senior secured credit facility with a syndicate of institutional lenders and financial institutions.

Our senior secured credit facility provides for senior secured financing of up to $730 million, consisting of:

• a $630 million term loan with a maturity of seven years (all of which was used to finance the Transactions and pay related fees and expenses); and

• a $100 million revolving credit facility with a maturity of six years, including a letter of credit sub-facility, a U.S. dollar swingline loan sub-facility and a peso sub-facility (including a peso swingline loan sub-facility).

Following the merger of LCE Acquisition Corporation with and into Loews Cineplex Entertainment Corporation, we became the borrower under the term loan facility and the revolving credit facility, and Cadena Mexicana de Exhibición, S.A. de C.V. (a wholly owned subsidiary of Cinemex) and Cinemex may become additional borrowers under the peso sub-facility.

All borrowings under our senior secured credit facility are subject to satisfaction of customary conditions, including absence of a default and accuracy of representations and warranties.

Proceeds of the revolving credit facility, swingline loans and letters of credit are used to provide financing for working capital and other general corporate purposes.

Interest Rates and Fees

The interest rates per annum applicable to the U.S. dollar denominated loans under our senior secured credit facility, other than swingline loans, is equal to an applicable margin percentage plus, at our option, either (a) a base rate equal to the greater of (1) the base rate of Citicorp North America, Inc. and (2) the Federal Funds Effective Rate plus 0.50% or (b) a LIBOR rate equal to the costs of funds for deposits in dollars for an interest period chosen by us of one, two, three or six months, or a nine or 12 month period if made available, and adjusted for certain additional costs. Peso denominated revolving credit loans bear interest at an applicable margin percentage plus the Equilibrium Interbank Interest Rate (Tasa de Interes Interbancaria de Equilibrio) for a period of 28 days (the TIIE rate). Dollar swingline loans bear interest at the interest rate applicable to base rate revolving loans. Peso swingline loans bear interest at the cost of funds of the peso swingline lender plus an applicable margin percentage.

The U.S. dollar denominated loans under our senior secured credit facility bear interest at (i) the LIBOR rate plus 2.25% or the base rate plus 1.25% for term loans and (ii) the LIBOR rate plus 2.75% or the base rate plus 1.75% for revolving credit loans. Peso denominated revolving credit loans bear interest at the TIIE rate plus 2.75%. The applicable margin percentage under our U.S. dollar revolving credit facility and peso sub-facility are subject to adjustments based upon our lease-adjusted leverage ratio being within certain defined ranges.

On the last day of each calendar quarter we also pay a commitment fee (calculated in arrears) to each lender equal to 0.50% per annum in respect of any unused commitments under the revolving credit facility.

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Prepayments

Subject to certain exceptions, the senior secured credit facility requires us to prepay outstanding term loans with:

• 50% (as may be reduced based upon our lease-adjusted leverage ratio) of our annual “excess cash flow”;

• 100% of the net cash proceeds of certain asset sales and casualty and condemnation events, subject to reinvestment rights and certain other exceptions;

• 50% (as may be reduced based upon our lease-adjusted leverage ratio) of the net cash proceeds of specified issuances of equity securities; and

• 100% (as may be reduced based upon our lease-adjusted leverage ratio) of the net cash proceeds of any incurrence of debt, excluding certain debt issuances.

Voluntary prepayments and commitment reductions are permitted, in whole or in part, in minimum amounts without premium or penalty, other than customary breakage costs with respect to LIBOR rate loans and TIIE rate loans.

Amortization of Term Loans

The term loan under our senior secured credit facility amortizes each year in an amount of 1% per annum in equal quarterly installments, with the balance payable at the final maturity of the term loan facility.

Collateral and Guarantees

The obligations under our senior secured credit facility are guaranteed by all of our existing and future domestic subsidiaries (except for unrestricted subsidiaries, as defined in our senior secured credit facility) and by our parent, LCE Holding, LLC, and are secured by a perfected security interest in substantially all of our assets and assets of our direct and indirect restricted domestic subsidiaries that are guarantors, in each case, now owned or later acquired, including a pledge of all of our capital stock, the capital stock of each of our restricted domestic subsidiaries and 65% of the capital stock of certain of our foreign subsidiaries that are directly owned by us or one of our restricted domestic subsidiaries.

Restrictive Covenants and Other Matters

Our senior secured credit agreement also requires us to comply on a quarterly basis with certain financial covenants, including a maximum lease-adjusted leverage ratio test and a minimum interest coverage ratio test, which financial covenants will become more restrictive over time. In addition, our senior secured credit facility documentation includes negative covenants that will, subject to significant exceptions, limit our ability and the ability of our restricted subsidiaries, to, among other things:

• incur, assume or permit to exist additional indebtedness or guarantees;

• pay dividends, make payments or redeem or repurchase equity interests;

• incur liens and engage in sale leaseback transactions;

• make investments and loans;

• make capital expenditures;

• engage in certain transactions with affiliates;

• engage in mergers, acquisitions and asset sales;

• transfer all or substantially all of our assets;

• enter into agreements limiting subsidiary distributions;

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• amend or otherwise alter the terms of our indebtedness, including the notes and other material agreements;

• prepay, redeem or purchase certain indebtedness including the notes; and

• alter the business we conduct.

Our senior secured credit facility contains certain customary representations and warranties, affirmative covenants and events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, certain events under ERISA, material judgments, actual or asserted failure of any guaranty or security document supporting the obligations under our senior secured credit facility to be in full force and effect, and change of control. If such an event of default occurs, the lenders under our senior secured credit facility will be entitled to take various actions, including the acceleration of amounts due under our senior secured credit facility and all actions permitted to be taken by a secured creditor.

Cinemex’s Senior secured credit facility

General

On August 16, 2004, Cinemex entered into a senior secured credit facility with Banca Inbursa, S.A., Institución de banca Múltiple, Grupo Financiero Inbursa and Scotiabank Inverlat, S.A., Institución de banca Múltiple, Grupo Financiero Scotiabank Inverlat.

Cinemex’s senior secured credit facility provide for senior secured financing of up to $125 million, consisting of:

• a $100 million term loan facility with a maturity of five years ($90 million of which was borrowed as an initial term loan to refinance Cinemex’s existing term loan and $10 million of which is available on a delayed draw basis through August 16, 2005); and

• a $25 million revolving credit facility with a maturity of one year, the proceeds of which are used to provide financing for capital expenditures and general corporate purposes. Loans under the revolving credit facility have a term of 90 days and may be reborrowed.

Interest Rates, Fees and Prepayments

The loans bear interest at a rate of the TIIE rate plus (i) for term loans, an applicable margin based upon a period of time which has elapsed since the initial term loan was drawn ranging from 1.50% to 2.00% and (ii) for revolving loans, 1.75%.

A commitment fee equal to 0.20% must be paid to each lender upon the disbursement to us of additional funds under the delayed draw, or at the expiration of the term, whatever happens first, in respect of any unused commitments under the term loan facility.

Subject to certain exceptions and reinvestment rights, the term loans must be prepaid with 100% of the net cash proceeds of certain asset sales.

Voluntary prepayments are permitted, in whole or in part, in minimum amounts without premium or penalty, other than customary breakage costs with respect to TIIE rate loans.

Amortization of term loans

Commencing on February 16, 2007, the term loans under Cinemex’s term loan facility amortize in 6-month installments, with $20 million payable in 2007, $30 million payable in 2008, and $50 million payable in 2009 through the maturity of the term loan facility.

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Collateral and Guarantees

The obligations under Cinemex’s senior secured credit facility are guaranteed by Grupo Cinemex and certain of Cinemex’s existing and future operating subsidiaries, and are secured by a pledge of 100% of the capital stock of certain of Cinemex’s existing and future operating subsidiaries, as such pledged stock may be partially released in connection with the amortization of the term loan.

Restrictive Covenants and Other Matters

The Cinemex senior secured credit facility also require Cinemex to comply on a quarterly basis with certain financial covenants, including a minimum interest coverage ratio test, a minimum consolidated net worth test, a maximum lease adjusted leverage ratio test, a maximum leverage ratio test and a maximum indebtedness to net worth ratio test, which financial covenants will become more restrictive over time. In addition, Cinemex’s senior secured credit facility documentation includes negative covenants that will, subject to significant exceptions, limit the ability of Grupo Cinemex, Cinemex and its subsidiaries, to, among other things:

• incur indebtedness with affiliates;

• pay dividends, make payments or redeem or repurchase equity interests;

• incur liens;

• make investments and loans;

• make capital expenditures;

• engage in certain transactions with affiliates;

• engage in mergers, acquisitions and asset sales;

• transfer all or substantially all of their assets;

• incur contingent obligations; and

• alter the business they conduct.

Cinemex’s senior secured credit facility contain certain customary representations and warranties, affirmative covenants and events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to payment defaults under certain indebtedness, cross acceleration to certain indebtedness, certain events of bankruptcy, material judgments, actual or asserted failure of any guaranty or security document supporting the obligations under Cinemex’s senior secured credit facility to be in full force and effect, and change of control. If such an event of default occurs, the lenders under Cinemex’s senior secured credit facility will be entitled to take various actions, including the acceleration of amounts then due under Cinemex’s senior secured credit facility and all actions permitted to be taken by a secured creditor.

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DESCRIPTION OF THE EXCHANGE NOTES

You can find the definitions of certain terms used in this description under the caption “—Certain Definitions.”

The terms of the exchange notes are identical in all material respects to the outstanding notes except that, upon completion of the exchange offer, the exchange notes will be registered under the Securities Act and free of any covenants regarding exchange registration rights. We refer to the exchange notes, together with the outstanding notes as the “Notes.” The terms of the Notes include those set forth in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended.

The following description is a summary of the material provisions of the Indenture. It does not restate that agreement in its entirety. We urge you to read the Indenture because it, and not this description, defines your rights as holders of the Notes. Copies of the Indenture may be obtained from Loews upon request. Certain defined terms used in this description but not defined below under “—Certain Definitions” have the meanings assigned to them in the Indenture.

The registered holder of any Note will be treated as the owner of it for all purposes. Only registered holders will have rights under the Indenture.

Brief Description of the Notes and the Guarantees

The Notes:

• are general unsecured obligations of Loews;

• are subordinated in right of payment to all existing and future Senior Debt of Loews; and

• are pari passu in right of payment with any future senior subordinated Indebtedness of Loews.

The Guarantees:

• are general unsecured obligations of such Guarantor;

• are subordinated in right of payment to all existing and future Guarantor Senior Debt of such Guarantor; and

• are pari passu in right of payment with any future senior subordinated Indebtedness of such Guarantor.

All of our Subsidiaries (which do not include Magic Johnson Theatres) are “Restricted Subsidiaries.” Under the circumstances described under the caption “—Certain Covenants—Restricted Payments” and the definition of “Unrestricted Subsidiary,” we are permitted to designate certain of our subsidiaries as “Unrestricted Subsidiaries.” Unrestricted Subsidiaries are not subject to the restrictive covenants of the Indenture. Unrestricted Subsidiaries do not guarantee these Notes.

Principal, Maturity and Interest

Loews issued Notes in an aggregate principal amount of $315 million. The Indenture governing the Notes provides for the issuance of additional Notes having identical terms and conditions to the Notes (the “Additional Notes”), subject to compliance with the covenants contained in the Indenture. Any Additional Notes will be part of the same class as the Notes offered hereby and will vote on all matters with the Notes offered in this offering. The Notes will mature on August 1, 2014.

The Notes will be issued in denominations of $1,000 and integral multiples of $1,000. Interest on the Notes accrues at the rate of 9% per annum and will be payable semi-annually in arrears on February 1 and August 1 commencing on February 1, 2005. Loews will make each interest payment to the holders of record of the Notes on the immediately preceding January 15 and July 15.

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Interest on the Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

If a holder has given wire transfer instructions to Loews at least three Business Days prior to the applicable payment date, Loews, through the paying agent or otherwise, will pay all principal, interest, premium, if any, and Additional Interest (as defined under “—Registered Exchange Offer; Registration Rights”), if any, on that holder’s Notes in accordance with those instructions. All other payments on the Notes will be made at the office or agency of the paying agent and registrar within the City and State of New York, unless Loews elects to make interest payments by check mailed to the holders at their address set forth in the register of holders.

Paying Agent and Registrar for the Notes

Loews will maintain one or more paying agents (each, a “paying agent”) for the Notes in the Borough of Manhattan, City of New York.

Loews will also maintain one or more registrars (each, a “registrar”) with offices in the Borough of Manhattan, City of New York. Loews will also maintain a transfer agent in New York. The initial registrar is U.S. Bank National Association. The initial transfer agent is U.S. Bank National Association. The registrar and the transfer agent in New York will maintain a register reflecting ownership of Notes outstanding from time to time and will make payments on and facilitate transfer of Notes on behalf of Loews.

Loews may change the paying agents, the registrars or the transfer agents without prior notice to the holders. Loews or any of its Restricted Subsidiaries may act as a paying agent or registrar.

Transfer and Exchange

A holder may transfer or exchange Notes in accordance with the Indenture. The registrar and the Trustee may require a holder to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes due on transfer. Loews is not required to transfer or exchange any Note selected for redemption. Also, Loews is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

Ranking

Senior Debt versus Notes

The payment of principal, interest, premium, if any, and Additional Interest, if any, on, and other obligations with respect to, the Notes will be subordinated to the prior payment in full in cash of all Senior Debt of Loews, including Senior Debt incurred after the date of the Indenture.

As of December 31, 2004, Senior Debt of Loews and the Guarantors was $658.9 million (excluding approximately $6.0 million of letters of credit), all of which was secured.

Although the Indenture contains limitations on the amount of additional Indebtedness that Loews and the Guarantors may incur, under certain circumstances the amount of such Indebtedness could be substantial and, in any case, such Indebtedness may be Senior Debt. See “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”.

Liabilities of Subsidiaries versus Notes

All of our operations are conducted through our subsidiaries. Some of our subsidiaries are not Guaranteeing the Notes, and, as described below under “—Guarantees”, Guarantees may be released under certain circumstances. In addition, our future Subsidiaries may not be required to Guarantee the Notes. Claims of

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creditors of any non-guarantor Subsidiaries, including trade creditors holding indebtedness or guarantees issued by such non-guarantor Subsidiaries, and claims of preferred stockholders of such non-guarantor Subsidiaries generally will have priority with respect to the assets and earnings of such non-guarantor Subsidiaries over the claims of our creditors, including holders of the Notes, even if such claims do not constitute Senior Debt. Accordingly, the Notes will be effectively subordinated to creditors (including trade creditors) and preferred stockholders, if any, of such non-guarantor Subsidiaries.

At December 31, 2004, the total liabilities of our Subsidiaries (other than the Guarantors) were $133.6 million, including trade payables. Although the Indenture limits the incurrence of Indebtedness and preferred stock by certain of our Subsidiaries, such limitation is subject to a number of significant qualifications. Moreover, the Indenture does not impose any limitation on the incurrence by such Subsidiaries of liabilities that are not considered Indebtedness under the Indenture. See “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”.

Other Senior Subordinated Indebtedness versus Notes

Only Indebtedness of Loews or a Guarantor that is Senior Debt will rank senior to the Notes and the relevant Guarantee in accordance with the provisions of the Indenture. The Notes and each Guarantee will in all respects rank pari passu with all other Senior Subordinated Indebtedness of Loews and the relevant Guarantor, respectively.

We and the Guarantors have agreed in the Indenture that we and they will not incur any Indebtedness that is subordinate or junior in right of payment to our Senior Debt or the Guarantor Senior Debt of such Guarantors, unless such Indebtedness is Senior Subordinated Indebtedness of Loews or the Guarantors, as applicable, or is expressly subordinated in right of payment to Senior Subordinated Indebtedness of Loews or the Guarantors, as applicable. The Indenture does not treat (1) unsecured Indebtedness as subordinated or junior to Secured Debt merely because it is unsecured or (2) Senior Debt as subordinated or junior to any other Senior Debt merely because it has a junior priority with respect to the same collateral.

Payment of Notes

The holders of Senior Debt will be entitled to receive payment in full in cash of all Obligations in respect of Senior Debt (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt, whether or not a claim for such interest would be allowed in such proceeding) before the holders of Notes will be entitled to receive any payment or distribution with respect to the Notes (except that holders may receive and retain Permitted Junior Securities and payments from the trust described under “—Legal Defeasance and Covenant Defeasance” or “—Satisfaction and Discharge”), in the event of any distribution to creditors of Loews:

(1) in a liquidation or dissolution of Loews;

(2) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Loews or its property;

(3) in an assignment for the benefit of creditors; or

(4) in any marshaling of Loews’ assets and liabilities.

Loews also may not make any payment in respect of the Notes (except that holders may receive and retain Permitted Junior Securities and payments from the trust described under “—Legal Defeasance and Covenant Defeasance” or “—Satisfaction and Discharge”) if:

(1) a payment default on Designated Senior Debt occurs and is continuing; or

(2) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from the Representative of that series of Designated Senior Debt.

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Payments on the Notes may and will be resumed:

(1) in the case of a payment default, upon the date on which such default is cured or waived; and

(2) in the case of a nonpayment default, upon the earliest of (x) the date on which such nonpayment default is cured or waived, (y) 179 days after the date on which the applicable Payment Blockage Notice is received and (z) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.

No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice.

No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will be, or be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days.

If the Trustee or any holder of the Notes receives a payment or distribution in respect of the Notes (except that holders may receive and retain Permitted Junior Securities and payments from the trust described under “—Legal Defeasance and Covenant Defeasance” or “—Satisfaction and Discharge”) when the payment or distribution is prohibited by the subordination provisions under the Indenture, then the Trustee or the holder, as the case may be, will hold the payment in trust for the benefit of the holders of Senior Debt. Upon the proper written request of the holders of Senior Debt or the Trustee, as the case may be, the Trustee or the holder, as the case may be, will deliver the amounts in trust to the holders of Senior Debt or their proper Representative.

Loews must promptly notify holders of Senior Debt if payment of the Notes is accelerated because of an Event of Default.

A Guarantor’s obligations under its Guarantee are senior subordinated obligations. As such, the rights of holders to receive payment by a Guarantor pursuant to its Guarantee will be subordinated in right of payment to the rights of holders of Guarantor Senior Debt. The terms of the subordination and payment blockage provisions described above with respect to Loews’ obligations under the Notes apply equally to a Guarantor and the obligations of such Guarantor under its Guarantee.

As a result of the subordination provisions described above, in the event of a bankruptcy, liquidation or reorganization of Loews, holders of Notes may recover less ratably than creditors of Loews who are holders of Senior Debt. See “Risk Factors—Risks Related to this Offering and to the Notes—Your right to receive payments on the notes is unsecured and is junior to the borrowings under our senior secured credit facility, all of our and the guarantors’ existing senior indebtedness and possibly all of our and the guarantors’ future indebtedness.”

Optional Redemption

From time to time prior to August 1, 2007, Loews may on one or more occasions redeem in the aggregate up to 35% of the aggregate principal amount of the Notes issued under the Indenture (calculated after giving effect to any issuance of additional Notes), with the net cash proceeds of one or more Equity Offerings, at a redemption price of 109.000% of the principal amount of the Notes, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date; provided that:

(1) at least 65% of the aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes), must remain outstanding immediately after the occurrence of each such redemption (excluding in such calculation Notes held by Loews and its Subsidiaries); and

(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.

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The Notes may be redeemed, in whole or in part, at any time prior to August 1, 2009 at the option of Loews upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

On or after August 1, 2009, Loews may redeem all or a part of the Notes at its option, upon not less than 30 nor more than 60 days’ notice mailed by first class mail to each holder’s registered address, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Notes to be redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on August 1 of the years indicated below:

Year	Percentage
2009	104.500	%
2010	103.000	%
2011	101.500	%
2012 and thereafter	100.000	%

Loews may acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of the Indenture.

Guarantees

Each Domestic Restricted Subsidiary that guaranteed any Senior Debt outstanding on the date of the Indenture jointly and severally guaranteed Loews’ obligations under the Indenture and the Notes on a senior subordinated basis. Each Guarantee will be subordinated to any Guarantor Senior Debt on the same basis as the Notes are subordinated to Senior Debt. The obligations of each Guarantor under its Guarantee will be limited as necessary to prevent the Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law.

Each Guarantor may consolidate with or merge into or sell its assets to Loews or another Guarantor without limitation, or with, into or to any other Person if (x) the Person acquiring the assets in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all obligations of that Guarantor under the Indenture and its Guarantee pursuant to a supplemental indenture satisfactory to the Trustee or (y) such sale or other disposition complies with clauses (1), (2) and (3) of the first paragraph of the covenant described under the caption “—Repurchase at the Option of Holders—Asset Sales.” The Guarantee of a Guarantor will be released in the event that:

(1) (a) the sale, disposition or other transfer (including through merger or consolidation) of all of the Capital Stock (or any sale, disposition or other transfer of Capital Stock following which the applicable Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the applicable Guarantor if such sale, disposition or other transfer is made in compliance with clauses (1), (2) and (3) of the first paragraph of the covenant described under the caption “—Repurchase at the Option of Holders—Asset Sales,”

(b) Loews designates the applicable Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the provisions of the Indenture described under “—Certain Covenants—Restricted Payments” and the definition of “Unrestricted Subsidiary,”

(c) in the case of any Restricted Subsidiary which after the date of the Indenture is required to guarantee the Notes pursuant to the covenant described under “—Certain Covenants—Additional Guarantees,” the release or discharge of the guarantee by such Restricted Subsidiary in the circumstances described under “—Certain Covenants—Additional Guarantees,” or

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(d) if we exercise our legal defeasance option or our covenant defeasance option as described under “—Legal Defeasance and Covenant Defeasance” or if our obligations under the Indenture are discharged in accordance with the terms of the Indenture, and

(2) in the case of clause (1)(a) above, such Guarantor is released from its guarantee, if any, of and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of Loews or any Restricted Subsidiary (other than a Foreign Subsidiary) have been released.

Mandatory Redemption

Loews is not required to make mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, Loews may be required to offer to purchase Notes as described under the captions “—Repurchase at the Option of Holders—Change of Control” and “—Repurchase at the Option of Holders—Asset Sales.” Loews may at any time and from time to time purchase Notes by tender offer, in the open market, negotiated transactions or otherwise.

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, unless Loews at such time gives notice of redemption under the second or third paragraph under the caption “—Optional Redemption” or unless the conditions specified below have been satisfied, each holder of Notes will have the right to require Loews to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that holder’s Notes pursuant to a Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, Loews will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, to the date of purchase. Within 60 days following any Change of Control, unless Loews at such time gives notice of redemption under the second or third paragraph under the caption “—Optional Redemption” or unless the conditions specified below have been satisfied, Loews will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. Loews will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, Loews will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Indenture by virtue of such conflict.

On the Change of Control Payment Date, Loews will, to the extent lawful:

(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officers’ certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by Loews.

Loews will not be required to make a Change of Control Offer upon a Change of Control if all of the following conditions are met:

(1) Prior to the date that is the later of (A) 15 days after the public announcement of such Change of Control transaction and (B) the date on which such Change of Control transaction is consummated, Loews

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shall inform each of the Rating Agencies of such Change of Control transaction and shall thereafter provide to each of the Rating Agencies any financial or other information relating to such Change of Control transaction or the parties thereto as reasonably requested by such Rating Agencies;

(2) Neither Rating Agency shall have issued a downgrade, withdrawal or qualification of the rating given to the Notes by such Rating Agency in effect immediately prior to the public announcement of such Change of Control transaction at any time during the period commencing on the date of such public announcement of such Change of Control transaction and ending on the date that is 45 days following the date on which such Change of Control transaction has been consummated;

(3) Immediately prior to the public announcement or consummation of the Change of Control transaction, the rating of the Notes by any of the Rating Agencies as in effect on such date shall not be lower than the rating of the Notes by such Rating Agency as in effect on the date of the Indenture;

(4) on a pro forma basis after giving effect to such Change of Control transaction, Loews’ Consolidated Attributable Leverage Ratio would not be higher than its Consolidated Attributable Leverage Ratio on the date immediately prior to the consummation of the Change of Control transaction;

(5) on a pro forma basis after giving effect to such Change of Control transaction, and immediately prior to the public announcement of such Change of Control transaction, the Consolidated Attributable Leverage Ratio for Loews is or would be, as applicable, equal to or lower than the Consolidated Attributable Leverage Ratio for Loews on the date of the Indenture;

(6) on a pro forma basis after giving effect to such Change of Control transaction, Loews is permitted to incur at least $1.00 of additional Indebtedness pursuant to the Attributable Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”;

(7) the Person who is Loews’ or Holdco’s counterparty in the Change of Control transaction, or any Person who controls, is under common control with, or is controlled by, such Person, has material operations in a Permitted Business; and

(8) at the time such Change of Control is consummated, no Default or Event of Default has occurred and is continuing or would occur as a result thereof.

In addition, Loews will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by Loews and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.

The paying agent will promptly mail to each holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. Loews will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The Credit Agreement will restrict us from purchasing Notes, and will also provide that the occurrence of certain change of control events with respect to Loews would constitute a default thereunder. Prior to complying with any of the provisions of this “Change of Control” covenant under the Indenture governing the Notes, but in any event within 120 days following a Change of Control, to the extent required to permit Loews to comply with this covenant, Loews will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt. If we do not repay such Senior Debt or obtain such consents, we will remain prohibited from purchasing Notes in a Change of Control, which after appropriate notice and lapse of time would result in an Event of Default under the Indenture, which would, in turn, constitute a default under the Credit Agreement. In such circumstances, the subordination provisions in the Indenture would likely restrict payment to the Holders of Notes.

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Future indebtedness that we may incur may contain prohibitions on the occurrence of certain events that would constitute a Change of Control or require the repurchase of such indebtedness upon a Change of Control. Moreover, the exercise by the holders of their right to require us to repurchase their Notes could cause a default under such indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on us. Finally, our ability to pay cash to the holders of Notes following the occurrence of a Change of Control may be limited by our then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases.

The provisions described above that require Loews to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the holders of the Notes to require that Loews repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

The Change of Control purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of Loews and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between Loews and the Initial Purchasers. We have no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to Incur additional Indebtedness are contained in the covenants described under “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”. Such restrictions can only be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture will not contain any covenants or provisions that may afford holders of the Notes protection in the event of a highly leveraged transaction.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of Loews and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of Notes to require Loews to repurchase its Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Loews and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset Sales

Loews will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) Loews (or such Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;

(2) in the case of Asset Sales involving consideration in excess of $15.0 million, the fair market value is determined by Loews’ Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers’ Certificate delivered to the Trustee; and

(3) except for any Permitted Asset Swap, at least 75% of the consideration received in the Asset Sale by Loews or such Restricted Subsidiary is in the form of cash or Cash Equivalents.

For purposes of clause (3) above, the amount of (i) any liabilities (as shown on Loews’ or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of Loews or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or the Guarantees) that are assumed by the transferee

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of any such assets and from which Loews and all Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities received by Loews or such Restricted Subsidiary from such transferee that are converted by Loews or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale and (iii) any Designated Noncash Consideration received by Loews or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value (as determined in good faith by the Board of Directors of Loews), taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of (x) $60.0 million and (y) 3.5% of Consolidated Total Assets of Loews at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received without giving effect to subsequent changes in value), shall be deemed to be cash for purposes of this paragraph and for no other purpose.

Within 365 days after the receipt of any Net Proceeds from an Asset Sale Loews or the applicable Restricted Subsidiary may apply those Net Proceeds at its option:

(1) to permanently reduce Obligations under Senior Debt of Loews or such Restricted Subsidiary (and to correspondingly reduce commitments with respect thereto) or Indebtedness that ranks pari passu with the Notes (provided that if Loews shall so reduce Obligations under such Indebtedness that ranks pari passu with the Notes, it will equally and ratably reduce Obligations under the Notes by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer (as defined below)) to all holders of Notes to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, on the pro rata principal amount of Notes) or Indebtedness of a Restricted Subsidiary, in each case other than Indebtedness owed to Loews or an Affiliate of Loews;

(2) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in Loews or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) capital expenditures or (C) other assets, in each of (A), (B) and (C), used in a Permitted Business; and/or

(3) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and it results in Loews or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties or (C) assets that, in each of (A), (B) and (C), replace the businesses, properties and assets that are the subject of such Asset Sale;

provided however that the provisions set forth in clauses (2) and (3) of this paragraph shall be deemed satisfied by Loews or the applicable Restricted Subsidiary if by the end of such 365 day period such party shall have entered into a binding agreement under which it is contractually committed to make an investment referred to in such clauses and such investment is effected within 180 days from the date such binding agreement is entered into (but only if such 180^th day occurs later than such 365^th day).

When the aggregate amount of Net Proceeds not applied or invested in accordance with the preceding paragraph (“Excess Proceeds”) exceeds $20.0 million, Loews will make an offer (an “Asset Sale Offer”) to all holders of Notes and Indebtedness that ranks pari passu with the Notes and contains provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets to purchase, on a pro rata basis, the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash.

Pending the final application of any Net Proceeds, Loews may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the Indenture.

If any Excess Proceeds remain after consummation of an Asset Sale Offer, Loews may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes

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tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

Loews will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the Indenture, Loews will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Indenture by virtue of such conflict.

Selection and Notice

If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption as follows:

(1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; or

(2) if the Notes are not listed on any national securities exchange, on a pro rata basis to the extent practicable.

No Notes of $1,000 or less can be redeemed in part. Notices of redemption will be mailed by first-class mail at least 30 but not more than 60 days before the redemption date to each holder of Notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional.

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Note that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the holder of Notes upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

Certain Covenants

Restricted Payments

Loews will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(a) declare or pay any dividend or make any other distribution on account of Loews’ or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation (other than (A) dividends or distributions by Loews payable in Equity Interests (other than Disqualified Stock) of Loews or in options, warrants or other rights to purchase such Equity Interests (other than Disqualified Stock) or (B) dividends or distributions by a Restricted Subsidiary to Loews or any other Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, Loews or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities);

(b) purchase, redeem or otherwise acquire or retire for value any Equity Interests of Loews or any direct or indirect parent of Loews, including in connection with any merger or consolidation and including the exercise of any option to exchange any Equity Interests (other than into any Equity Interest of Loews that is not Disqualified Stock);

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(c) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment, sinking fund payment or maturity, any Indebtedness subordinated or junior in right of payment to the Notes (or, as applicable, any Guarantees) (other than (x) Indebtedness permitted under clauses (8) and (9) of the definition of “Permitted Debt” or (y) the purchase, repurchase or other acquisition of Indebtedness subordinated or junior in right of payment to the Notes purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition); or

(d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(2) Loews would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Attributable Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock”; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Loews and the Restricted Subsidiaries after the date of the Indenture (excluding Restricted Payments permitted by clauses (3), (4), (5), (6), (8), (10), (11), (12), (13), (14), (15) and (16) of the next succeeding paragraph), is less than the sum, without duplication, of

(a) 50% of the Consolidated Net Income of Loews for the period (taken as one accounting period) from the date of the Indenture to the end of Loews’ most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit), plus

(b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Board of Directors of Loews, of property and marketable securities received by Loews after the date of the Indenture from the issue or sale of (x) Equity Interests of Loews (including Retired Capital Stock (as defined below)) but excluding (i) cash proceeds and marketable securities received from Equity Offerings to the extent used to redeem Notes in compliance with the provisions set forth under the first paragraph of the caption “—Optional Redemption”, (ii) cash proceeds and marketable securities received from the sale of Equity Interests of Loews or Holdco (the proceeds of which are contributed to Loews) to members of management, directors or consultants of Loews, any direct or indirect parent corporation of Loews and the Restricted Subsidiaries after the date of the Indenture to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph, (iii) Designated Preferred Stock and (iv) Disqualified Stock) or (y) debt securities of Loews that have been converted into such Equity Interests of Loews (other than Refunding Capital Stock (as defined below), Equity Interests or convertible debt securities of Loews sold to a Restricted Subsidiary or Loews, as the case may be, and other than Disqualified Stock or Designated Preferred Stock or debt securities that have been converted into Disqualified Stock or Designated Preferred Stock), plus

(c) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Board of Directors of Loews, of property and marketable securities contributed to the capital of Loews after the date of the Indenture (other than (i) net cash proceeds from Equity Offerings to the extent used to redeem Notes in compliance with the provisions set forth under the first paragraph of the caption “—Optional Redemption”, (ii) by a Restricted Subsidiary, (iii) any Disqualified Stock, (iv) any Designated Preferred Stock, (v) any Excluded Contributions) and (vi) net cash proceeds applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph, plus

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(d) Without duplication of any amounts included in clause (4) of the paragraph below, 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Board of Directors of Loews, of property and marketable securities received after the date of the Indenture by means of (A) the sale or other disposition (other than to Loews or a Restricted Subsidiary) of Restricted Investments made by Loews or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from Loews or its Restricted Subsidiaries and repayments of loans or advances which constitute Restricted Investments of Loews or its Restricted Subsidiaries or (B) the sale (other than to Loews or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by a Restricted Subsidiary pursuant to clause (11) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary, plus

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger or consolidation of an Unrestricted Subsidiary into Loews or a Restricted Subsidiary or the transfer of assets of an Unrestricted Subsidiary to Loews or a Restricted Subsidiary, the fair market value of the Investment in such Unrestricted Subsidiary as determined by the Board of Directors of Loews in good faith at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, consolidation or transfer of assets (other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by a Restricted Subsidiary pursuant to clause (11) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment); provided, however, that the foregoing sum shall not exceed, in the case of any Unrestricted Subsidiary, the amount of Investments (excluding Permitted Investments) previously made (and treated as a Restricted Payment) by Loews or any Restricted Subsidiary in such Unrestricted Subsidiary.

The preceding provisions will not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this covenant;

(2) (A) the redemption, repurchase, retirement or other acquisition of any Equity Interests of Loews or any direct or indirect parent of Loews (“Retired Capital Stock”) or Indebtedness subordinated to the Notes in exchange for or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary or Loews) of Equity Interests of Loews or any direct or indirect parent of Loews or contributions to the equity capital of Loews (in each case, other than Disqualified Stock) (“Refunding Capital Stock”) and (B) the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Subsidiary of Loews or to an employee stock ownership plan or any trust established by Loews or any of its Subsidiaries) of Refunding Capital Stock;

(3) the redemption, repurchase or other acquisition or retirement of Indebtedness subordinated to the Notes made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the borrower thereof which is incurred in compliance with the covenant “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” so long as (A) the principal amount of such new Indebtedness does not exceed the principal amount of the Indebtedness subordinated to the Notes being so redeemed, repurchased, acquired or retired for value plus related fees and expenses and the amount of any reasonable premium required to be paid under the terms of the instrument governing the Indebtedness subordinated to the Notes being so redeemed, repurchased, acquired or retired, (B) such new Indebtedness is subordinated to the Notes and any Guarantees thereof at least to the same extent as the Indebtedness subordinated to the Notes so purchased, exchanged, redeemed, repurchased, acquired or retired for value, (C) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Indebtedness subordinated to the Notes being so redeemed, repurchased, acquired or retired and (D) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Indebtedness subordinated to the Notes being so redeemed, repurchased, acquired or retired;

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(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of Loews or any of its direct or indirect parents held by any future, present or former employee, director or consultant of Loews, any of its Subsidiaries or any of its direct or indirect parents pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, and a Restricted Payment in respect of stock appreciation rights or similar phantom stock rights, provided, however, that the aggregate amount of Restricted Payments made under this clause (4) does not exceed in any calendar year $10.0 million (with unused amounts in any calendar year being carried over to the next succeeding calendar year); and provided, further, that such amount in any calendar year may be increased by an amount not to exceed (A) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of Loews and, to the extent contributed to Loews, Equity Interests of any of its direct or indirect parents, in each case to members of management, directors or consultants of Loews, any of its Subsidiaries or any of its direct or indirect parents that occurs after the date of the Indenture plus (B) the amount of any cash bonuses otherwise payable to members of management, directors or consultants of Loews or any of its Subsidiaries or any of its direct or indirect parents in connection with the Transactions that are foregone in return for the receipt of Equity Interests of Loews or any direct or indirect parents of Loews plus (C) the cash proceeds of “key man” life insurance policies received by Loews or its Restricted Subsidiaries after the date of the Indenture (provided that Loews may elect to apply all or any portion of the aggregate increase contemplated by clauses (A), (B) and (C) above in any calendar year) less (D) the amount of any Restricted Payments previously made pursuant to clauses (A), (B) and (C) of this clause (4);

(5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of Loews or any Restricted Subsidiary issued or incurred in compliance with the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” to the extent such dividends are included in the definition of Fixed Charges for such entity;

(6) the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued after the date of the Indenture and the declaration and payment of dividends to any direct or indirect parent company of Loews, the proceeds of which will be used to fund the payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of any direct or indirect parent company of Loews issued after the date of the Indenture; provided, however, that (A) for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance (and the payment of dividends or distributions) on a pro forma basis, Loews would have had an Attributable Fixed Charge Coverage Ratio of at least 2.00 to 1.00 and (B) the aggregate amount of dividends declared and paid pursuant to this clause (6) does not exceed the net cash proceeds actually received by Loews from any such sale of Designated Preferred Stock (other than Disqualified Stock) issued after the date of the Indenture;

(7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, after giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale received by Loews and/or its Restricted Subsidiaries consist of cash and/or marketable securities, not to exceed the greater of $15.0 million and 0.90% of Consolidated Total Assets of Loews at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(8) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(9) the payment of dividends on Loews’ common stock following the first public offering of Loews’ common stock or the common stock of any of its direct or indirect parents after the date of the Indenture, of up to 6.0% per annum of the net cash proceeds received by or contributed to Loews in any past or future public offering, other than public offerings with respect to Loews’ common stock registered on Form S-4 or Form S-8 and other than any public sale constituting an Excluded Contribution;

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(10) Investments that are made with Excluded Contributions;

(11) other Restricted Payments in an aggregate amount not to exceed $35.0 million;

(12) the declaration and payment of dividends to, or the making of loans to, Holdco in amounts required for such party to pay:

(A) franchise taxes and other fees, taxes and expenses required to maintain its legal existence;

(B) federal, state and local income taxes to the extent such income taxes are attributable to the income of Loews and its Restricted Subsidiaries and, to the extent of the amount actually received from the Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of the Unrestricted Subsidiaries; provided, however, that in each case the amount of such payments in any fiscal year does not exceed the amount that Loews and the Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were Loews and the Restricted Subsidiaries to pay such taxes as a stand-alone taxpayer;

(C) customary and reasonable salary, bonus and other benefits payable to officers and employees of any direct or indirect parent of Loews to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of Loews and its Restricted Subsidiaries;

(D) reasonable general corporate overhead expenses (including professional and administrative expenses) for any direct or indirect parent of Loews to the extent such expenses are attributable to the ownership or operation of Loews and its Restricted Subsidiaries; and

(E) reasonable fees and expenses other than to Affiliates related to an unsuccessful equity or debt offering not prohibited by the Indenture.

(13) cash dividends or other distributions on Loews’ or any Restricted Subsidiary’s Capital Stock used to, or the making of loans, the proceeds of which will be used to, fund the payment of fees and expenses incurred in connection with the Transactions or this offering;

(14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to provisions similar to those described under the captions “—Repurchase at the Option of Holders—Change of Control” and “—Asset Sales”; provided that a Change of Control Offer or Asset Sale Offer, as applicable, has been made and all Notes tendered by holders of the Notes in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

(15) the declaration and payment of dividends to Holdco on or about the date of the Indenture as contemplated by the Purchase Agreement from the net proceeds received by Loews from the sale of the Notes and borrowings under the Credit Agreement on the date of the Indenture, the proceeds of which will be used as described in this prospectus; or

(16) Restricted Payments in an amount equal to the amount of Specified Foreign Asset Sale Proceeds outstanding as of the date of such payment; provided however that at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, Loews is permitted to incur at least $1.00 of additional Indebtedness pursuant to the Attributable Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”.

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (2), (4), (5), (6), (7), (9), (11), (14) and (16) above, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof.

The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by Loews or such Subsidiary,

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as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant will be determined in good faith by the Board of Directors of Loews. Loews’ determination must be based upon an opinion or appraisal issued by an Independent Financial Advisor if the fair market value exceeds $25.0 million.

Loews will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the second to last sentence of the definition of Unrestricted Subsidiary. For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding investments by Loews and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Investments in an amount determined as set forth in the second paragraph of the definition of Investments. Such designation will be permitted only if an Investment in such amount would be permitted at such time under this covenant or the definition of Permitted Investments and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Incurrence of Indebtedness and Issuance of Preferred Stock

Loews will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively “incur”) any Indebtedness (including Acquired Debt) and will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that Loews and any Restricted Subsidiary that is a Guarantor may incur Indebtedness (including Acquired Debt) and any Restricted Subsidiary that is a Guarantor may issue Preferred Stock if the Attributable Fixed Charge Coverage Ratio for Loews’ most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Preferred Stock is issued would have been at least 2.0 to 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period.

The first paragraph of this covenant will not prohibit the incurrence of any of the following (collectively, “Permitted Debt”):

(1) Indebtedness incurred by Loews or any Guarantor pursuant to any Revolving Credit Facility together with the guarantees thereunder and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof); provided, however, that, immediately after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (1) and then outstanding does not exceed $100.0 million, less the amount of all mandatory principal payments (with respect to revolving borrowings and letters of credit, only to the extent revolving commitments are correspondingly reduced) actually made by the borrower thereunder with Net Proceeds from Asset Sales; provided further that Grupo Cinemex may incur Indebtedness under this clause (1) in an aggregate principal amount not to exceed $25.0 million;

(2) Indebtedness incurred by Loews or any Guarantor pursuant to any Term Loan Facility together with the guarantees thereunder; provided, however, that, after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (2) and then outstanding does not exceed $730.0 million less (i) the amount of any outstanding Indebtedness (up to a maximum of $100.0 million) incurred by Grupo Cinemex pursuant to clause (18) of this paragraph and (ii) the amount of all mandatory principal payments actually made by the borrower thereunder with Net Proceeds from Asset Sales;

(3) Indebtedness incurred by Loews and the Guarantors represented by the Notes (including any Guarantee thereof) issued on the date of the Indenture and the incurrence by Loews and the Guarantors of Indebtedness represented by the Exchange Notes issued in exchange for the Notes issued on the date of the Indenture (including any Guarantee thereof);

(4) Existing Indebtedness (other than Indebtedness described in clauses (1), (2), (3) and (18);

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(5) Indebtedness, including Capitalized Lease Obligations incurred by Loews or any Restricted Subsidiary to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Permitted Business (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) within 270 days before or after such purchase, lease or improvement in an aggregate principal amount that, when aggregated with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (5) and any Indebtedness that refunds or refinances such Indebtedness, does not exceed the greater of (x) $40.0 million and (y) 2.35% of Consolidated Total Assets of Loews;

(6) Indebtedness incurred by Loews or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 15 days following such drawing or incurrence;

(7) Indebtedness arising from agreements of Loews or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that (A) such Indebtedness is not reflected on the balance sheet of Loews or any Restricted Subsidiary prepared in accordance with GAAP (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (A)) and (B) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by Loews and any Restricted Subsidiaries in connection with such disposition;

(8) Indebtedness of Loews owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by Loews or any Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to Loews or a Restricted Subsidiary) shall be deemed, in each case, to constitute the incurrence of such Indebtedness by the issuer thereof and (B) if Loews is the obligor on such Indebtedness, such Indebtedness is expressly subordinated in right of payment to all obligations of Loews with respect to the Notes;

(9) Shares of Preferred Stock of a Restricted Subsidiary issued to Loews or a Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to Loews or a Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock;

(10) Hedging Obligations of Loews or any Restricted Subsidiary (excluding Hedging Obligations entered into for speculative purposes) for the purpose of hedging (A) interest rate risk with respect to any Indebtedness that is permitted by the terms of the Indenture to be outstanding, (B) exchange rate risk with respect to any currency exchange and (C) risks with respect to the fluctuation in commodity prices;

(11) Obligations in respect of performance and surety bonds and performance and completion guarantees provided by Loews or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice;

(12) Indebtedness of Loews or any Restricted Subsidiary that is a Guarantor or Preferred Stock of any Restricted Subsidiary that is a Guarantor not otherwise permitted hereunder in an aggregate principal

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amount or liquidation preference which, when aggregated with the principal amount and liquidation preference of all other Indebtedness and Preferred Stock then outstanding and incurred pursuant to this clause (12), does not at any one time outstanding exceed $50.0 million;

(13) (x) Any guarantee by Loews or a Guarantor of Indebtedness of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of the Indenture; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee of such Guarantor with respect to such Indebtedness shall be subordinated in right of payment to such Guarantor’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes or the Guarantee of such Restricted Subsidiary, as applicable, (y) any guarantee by a Non-Guarantor Restricted Subsidiary of Indebtedness of another Non-Guarantor Restricted Subsidiary incurred in accordance with the terms of the Indenture, and (z) any guarantee by a Guarantor of Indebtedness of Loews incurred in accordance with the terms of the Indenture;

(14) Indebtedness or Preferred Stock incurred by Loews or any Restricted Subsidiary that serves to refund or refinance any Indebtedness incurred as permitted under the first paragraph of this covenant and clauses (3), (4) and (5) above, this clause (14) and clauses (15) and (20) below or any Indebtedness issued to so refund or refinance such Indebtedness including additional Indebtedness incurred to pay premiums and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness (A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being refunded or refinanced, (B) to the extent such Refinancing Indebtedness refinances Indebtedness subordinated or pari passu to the Notes or the Guarantees, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantees at least to the same extent as the Indebtedness being refinanced or refunded, (C) shall not include (x) Indebtedness or Preferred Stock of a Subsidiary that is not a Guarantor that refinances Indebtedness or Preferred Stock of Loews or a Guarantor or (y) Indebtedness or Preferred Stock of Loews or a Restricted Subsidiary that refinances Indebtedness or Preferred Stock of an Unrestricted Subsidiary, (D) shall not be in a principal amount in excess of the principal amount of, premium, if any, accrued interest on, and related fees and expenses of, the Indebtedness being refunded or refinanced and (E) shall not have a stated maturity date prior to the Stated Maturity of the Indebtedness being refunded or refinanced; and provided further, that subclause (A) of this clause (14) will not apply to any refunding or refinancing of any Senior Debt;

(15) Indebtedness or Preferred Stock of Persons that are acquired by Loews or any Restricted Subsidiary or merged into Loews or a Restricted Subsidiary in accordance with the terms of the Indenture; provided that such Indebtedness or Preferred Stock is not incurred in connection with or in contemplation of such acquisition or merger; and provided further, that after giving effect to such incurrence of Indebtedness either (A) Loews would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Attributable Fixed Charge Coverage Ratio test set forth in the first paragraph of this covenant or (B) the Attributable Fixed Charge Coverage Ratio would be greater than immediately prior to such acquisition;

(16) Indebtedness arising from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five business days of its incurrence;

(17) Indebtedness of Foreign Subsidiaries in an aggregate principal amount, which when taken together with all Indebtedness of Foreign Subsidiaries incurred pursuant to this clause (17) and then outstanding, does not exceed $50.0 million;

(18) Indebtedness incurred by Grupo Cinemex under the Mexican Credit Agreement together with the incurrence of the guarantees thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $125.0 million outstanding at any one time, less (i) the amount of any outstanding Indebtedness incurred by Loews pursuant to clause (2) of this paragraph under the delayed draw term loan facility included in the Term Loan

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Facility as in effect on the date of the Indenture and (ii) the amount of all mandatory principal payments (with respect to revolving borrowings and letters of credit, only to the extent revolving commitments are correspondingly reduced) actually made by the borrower thereunder in respect of Indebtedness thereunder with Net Proceeds from Asset Sales;

(19) Indebtedness of Loews or any Restricted Subsidiary supported by a letter of credit issued pursuant to the Credit Agreement or the Mexican Credit Agreement in a principal amount not in excess of the stated amount of such letter of credit;

(20) if Loews could incur at least $1.00 of additional Indebtedness pursuant to the first paragraph hereof after giving pro forma effect to such incurrence, Indebtedness incurred by Grupo Cinemex in connection with, and to finance, the acquisition of a business, in an aggregate principal amount which, when taken together with the amount of Indebtedness previously incurred pursuant to this clause (20) and then outstanding (including any Refinancing Indebtedness with respect thereto), does not exceed the sum of (x) $25.0 million and (y) the difference between (A) $125.0 million and (B) the aggregate amount of Indebtedness incurred by Grupo Cinemex pursuant to clause (2) of this paragraph under the delayed draw term loan facility included in the Term Loan Facility as in effect on the date of the Indenture and clause (18) above; and

(21) Indebtedness consisting of promissory notes issued by Loews or any Guarantor to current or former officers, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdco permitted by the covenant described under the caption “—Certain Covenants—Restricted Payments.”

For purposes of determining compliance with this “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (21) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, Loews will be permitted to classify and later reclassify such item of Indebtedness in any manner that complies with this covenant, and such item of Indebtedness will be treated as having been incurred pursuant to only one of such categories. Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this covenant. Notwithstanding the foregoing, Indebtedness under the Credit Agreement or the Mexican Credit Agreement outstanding on the date of the Indenture will be deemed to have been incurred on such date in reliance on the exception provided by clauses (1), (2) and (18), as applicable, of the definition of Permitted Debt and Loews shall not be permitted to reclassify all or any portion of such Indebtedness. The maximum amount of Indebtedness that Loews and its Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies.

Limitation on Layering

The Indenture governing the Notes provides that Loews will not, and will not permit any Restricted Subsidiary that is a Guarantor to, directly or indirectly, incur any Indebtedness that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) contractually subordinated or junior in right of payment to any Senior Debt (including Acquired Debt) of Loews or Guarantor Senior Debt (including Acquired Debt) of such Restricted Subsidiary, as the case may be, unless such Indebtedness is either:

(1) pari passu in right of payment with the Notes or the Guarantees; or

(2) subordinate in right of payment to the Notes or the Guarantees.

For purposes of the foregoing, no Indebtedness will be deemed to be contractually subordinated or junior in right of payment to any other Indebtedness solely by virtue of being unsecured or by virtue of the fact that the holders of Secured Debt have entered into intercreditor or similar arrangements giving one or more of such holders priority over the other holders in the collateral held by them.

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Liens

Loews will not, and will not permit any Restricted Subsidiary that is a Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) that secures obligations under any Indebtedness ranking pari passu with or subordinated to the Notes or a related Guarantee on any asset or property of Loews or any such Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1) in the case of Liens securing Indebtedness subordinated to the Notes or the Guarantees, the Notes and any related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

(2) in all other cases, the Notes and any related Guarantees are equally and ratably secured, except that the foregoing shall not apply to:

(i) Liens existing on the date of the Indenture to the extent and in the manner such Liens are in effect on the date of the Indenture;

(ii) Liens securing the Notes and the related Guarantees and the Exchange Notes (including Exchange Notes issued in exchange for Additional Notes issued in accordance with the terms of the Indenture) and the related Guarantees; and

(iii) Liens securing Senior Debt or Guarantor Senior Debt and the related guarantees of such Senior Debt or Guarantor Senior Debt.

Dividend and Other Payment Restrictions Affecting Subsidiaries

Loews will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to Loews or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to Loews or any of its Restricted Subsidiaries;

(2) make loans or advances to Loews or any of its Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to Loews or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1) contractual encumbrances or restrictions in effect (x) pursuant to the Credit Agreement, the Mexican Credit Agreement or related documents or (y) on the date of the Indenture, including, without limitation, pursuant to Existing Indebtedness and related documentation;

(2) the Indenture, the Notes and the Guarantees (including any Exchange Notes and related Guarantees);

(3) purchase money obligations or other obligations described in clause (5) of the second paragraph of “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” for property acquired in the ordinary course of business that in each case impose restrictions of the nature discussed in clause (3) above in the first paragraph of this covenant on the property so acquired;

(4) applicable law or any applicable rule, regulation or order;

(5) any agreement or other instrument of a Person acquired by Loews or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

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(6) contracts for the sale of assets, including without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(7) Secured Debt otherwise permitted to be incurred pursuant to the covenants described under the captions “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” and “—Certain Covenants—Liens” that limits the right of the debtor to dispose of the assets securing such Indebtedness;

(8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(9) other Indebtedness or Preferred Stock (i) of Loews or any Restricted Subsidiary that is a Guarantor that is incurred subsequent to the date of the Indenture pursuant to the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock” or (ii) that is incurred by a Foreign Subsidiary of Loews subsequent to the date of the Indenture pursuant to clauses (5), (12), (17) or (20) of the second paragraph of the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock”;

(10) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business;

(11) customary provisions contained in leases, subleases, licenses or asset sale agreements and other agreements; and

(12) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of the first paragraph above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) of this paragraph; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Loews’ Board of Directors, not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; provided further, however, that with respect to contracts, instruments or obligations existing on the date of the Indenture, any such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings contain, in the good faith judgment of Loews’ Board of Directors, dividend and other payment restrictions that are not materially more restrictive, taken as a whole, than such restrictions contained in such contracts, instruments or obligations as in effect on the date of the Indenture.

Merger, Consolidation or Sale of Assets

Loews may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not Loews is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of Loews and its Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

(1) either: (a) Loews is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than Loews) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia (Loews or such Person, as the case may be, being herein called the “Successor Company”);

(2) the Successor Company (if other than Loews) assumes all the obligations of Loews under the Notes, the Indenture and the registration rights agreement pursuant to agreements reasonably satisfactory to the Trustee;

(3) immediately after such transaction no Default or Event of Default exists;

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(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if the same had occurred at the beginning of the applicable four-quarter period, the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Attributable Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”;

(5) each Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the Indenture and the Notes; and

(6) Loews shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture.

The Indenture also provides for similar provisions relating to any consolidation, merger or sale, assignment, transfer, conveyance or disposal of all or substantially all of the properties or assets of a Guarantor, excluding clause (4) above. See “—Guarantees.”

For purposes of this covenant, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of Loews, which properties and assets, if held by Loews instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of Loews on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of Loews.

The predecessor company will be released from its obligations under the Indenture and the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, Loews under the Indenture, but, in the case of a lease of all or substantially all its assets, the predecessor will not be released from the obligation to pay the principal of and interest on the Notes.

Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve “all or substantially all” of the property or assets of a Person.

This “—Merger, Consolidation or Sale of Assets” covenant will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among Loews and its Restricted Subsidiaries. Notwithstanding the foregoing clauses (3) and (4), (a) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to Loews or any other Restricted Subsidiary, subject in the case of the consolidation, merger or transfer of properties of a Guarantor to the provisions described under “—Guarantees” and (b) Loews may merge with an Affiliate incorporated solely for the purpose of reincorporating Loews in another state of the United States so long as the amount of Indebtedness of Loews and its Restricted Subsidiaries is not increased thereby. Notwithstanding anything to the contrary in the Indenture, the merger of LCE Acquisition Corporation into Loews on the date of the Indenture shall be permitted.

Transactions with Affiliates

Loews will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”) involving aggregate consideration in excess of $5.0 million, unless:

(1) the Affiliate Transaction is on terms that are no less favorable to Loews or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Loews or such Restricted Subsidiary with an unrelated Person; and

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(2) Loews delivers to the Trustee

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15.0 million, a resolution of the Board of Directors approving such Affiliate Transaction set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50.0 million, an opinion as to the fairness to the holders of such Affiliate Transaction from a financial point of view issued by an Independent Financial Advisor.

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1) transactions between or among Loews and/or any Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because Loews or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity;

(2) Restricted Payments (other than pursuant to clause (7) of the second paragraph of “—Certain Covenants—Restricted Payments”) and Permitted Investments (other than pursuant to clauses (3), (10) and (13) of the definition thereof) permitted by the Indenture;

(3) the payment to the Sponsors and any of their Affiliates of annual management, consulting, monitoring and advisory fees and Termination Fees and related indemnities and expenses pursuant to the Management Agreement;

(4) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of Loews, any of its direct or indirect parents or any Restricted Subsidiary, as determined in good faith by the Board of Directors of Loews or senior management thereof;

(5) the payment by Loews or any Restricted Subsidiary to the Sponsors and any of their Affiliates for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are (A) pursuant to the Management Agreement and (B) approved by a majority of the members of the Board of Directors of Loews or such Restricted Subsidiary, as applicable, or a majority of the disinterested members of the Board of Directors of Loews or such Restricted Subsidiary, as applicable, in each case in good faith;

(6) transactions in which Loews or any Restricted Subsidiary delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to Loews or such Restricted Subsidiary from a financial point of view and which are approved by a majority of the disinterested members of the Board of Directors of Loews in good faith;

(7) payments or loans (or cancellations of loans) to employees or consultants of Loews or any of its direct or indirect parents or any Restricted Subsidiary in an aggregate amount not to exceed $10.0 million which are approved by a majority of the Board of Directors of Loews in good faith and which are otherwise permitted under the Indenture;

(8) payments made or performance under any agreement as in effect on the date of the Indenture (other than the Management Agreement and Stockholders Agreement, but including, without limitation, each of the other agreements entered into in connection with the Transactions) or any amendment thereto (so long as any such amendment is not less advantageous to the holders of the Notes in any material respect than the original agreement as in effect on the date of the Indenture);

(9) the existence of, or the performance by Loews or any of its Restricted Subsidiaries of its obligations under the terms of, the Stockholders Agreement (including any registration rights agreement or purchase agreements related thereto to which it is a party on the date of the Indenture and any similar agreement that

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it may enter into thereafter); provided, however, that the existence of, or the performance by Loews or any of its Restricted Subsidiaries of its obligations under, any future amendment to the Stockholders Agreement or under any similar agreement entered into after the date of the Indenture shall only be permitted by this clause (9) to the extent that the terms of any such existing agreement together with all amendments thereto, taken as a whole, or new agreement are not otherwise more disadvantageous to holders of the Notes in any material respect than the original agreement as in effect on the date of the Indenture;

(10) (x) the Transactions and the payment of all fees and expenses related to the Transactions and (y) the payment of bonuses to management of Loews or any of its Subsidiaries upon consummation of the Transactions in an aggregate amount not to exceed $6.0 million;

(11) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture that are fair to Loews or the Restricted Subsidiaries, in the reasonable determination of the members of the Board of Directors of Loews or the senior management thereof, or are on terms at least as favorable as would reasonably have been entered into at such time with an unaffiliated party; and

(12) if otherwise permitted hereunder, the issuance of Equity Interests (other than Disqualified Stock) of Holdco to any Permitted Holder or to any director, officer, employee or consultant of Loews or Holdco or their Subsidiaries or of Loews to Holdco or to any Permitted Holder or to any director, officer, employee or consultant of Loews or Holdco or their Subsidiaries.

Business Activities

Loews will not, and will not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses, except to such extent as would not be material to Loews and its Subsidiaries taken as a whole.

Payments for Consent

Loews will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid and is paid to all holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Additional Guarantees

Loews will cause each Restricted Subsidiary that Guarantees any Indebtedness of Loews or any of its Restricted Subsidiaries (other than any Foreign Subsidiary that solely Guarantees any Indebtedness of any other Foreign Subsidiary or any Restricted Subsidiary that Guarantees any Indebtedness of any Foreign Subsidiary incurred solely for working capital purposes and does not Guarantee any Indebtedness of Loews or any Domestic Restricted Subsidiary) to execute and deliver to the Trustee a Guarantee pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any and interest on the Notes on a senior subordinated basis and all other obligations under the Indenture; provided, however, that any Foreign Subsidiary that Guarantees any Indebtedness of Loews or any Domestic Restricted Subsidiary will be required to unconditionally Guarantee the payment of the principal of, premium, if any, and interest on the Notes on a senior subordinated basis and all other obligations under the Indenture only to the extent of the amount of the Indebtedness of Loews or any Domestic Restricted Subsidiary so Guaranteed by such Foreign Subsidiary. Notwithstanding the foregoing, in the event any Guarantor is released and discharged in full from all of its obligations under Guarantees of (1) the Term Loan Facility and Revolving Credit Facility and (2) all other Indebtedness of Loews and its Restricted Subsidiaries (other than Indebtedness of the type that would not have required a Guarantee of the Notes), then the Guarantee of such Guarantor shall be automatically and unconditionally released or discharged; provided, that such Restricted Subsidiary has not incurred any Indebtedness or issued any Preferred Stock in reliance on its status as a Guarantor under the

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covenant “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” unless such Guarantor’s obligations under such Indebtedness or Preferred Stock, as the case may be, so incurred are satisfied in full and discharged or are otherwise permitted under one of the exceptions available at the time of such release to Restricted Subsidiaries under the second paragraph of “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.”

Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Each Guarantee shall be released in accordance with the provisions of the Indenture described under “—Guarantees.”

Reports

Whether or not required by the Commission, so long as any Notes are outstanding, if not filed electronically with the Commission through the Commission’s Electronic Data Gathering, Analysis, and retrieval System (or any successor system), Loews will furnish to the Trustee and Cede & Co., the nominee of DTC and the holder of the Notes, within the time periods specified in the Commission’s rules and regulations:

(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if Loews were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by Loews’ certified independent accountants; and

(2) all current reports that would be required to be filed with the Commission on Form 8-K if Loews were required to file such reports.

In addition, whether or not required by the Commission, after the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement, Loews will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request.

In addition, if at any time Holdco becomes a Guarantor (there being no obligation of Holdco to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of Loews or of any direct or indirect parent of Loews (and performs the related incidental activities associated with such ownership) and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), the reports, information and other documents required to be filed and furnished to holders of the Notes pursuant to this covenant may, at the option of Loews, be filed by and be those of Holdco rather than Loews.

Events of Default and Remedies

Under the Indenture, an Event of Default is defined as any of the following:

(1) Loews defaults in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes, whether or not prohibited by the subordination provisions of the Indenture;

(2) Loews defaults in the payment when due of interest or Additional Interest, if any, on or with respect to the Notes and such default continues for a period of 30 days, whether or not prohibited by the subordination provisions of the Indenture;

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(3) Loews defaults in the performance of, or breaches any covenant, warranty or other agreement contained in, the Indenture (other than a default in the performance or breach of a covenant, warranty or agreement which is specifically dealt with in clauses (1) or (2) above) and such default or breach continues for a period of 45 days after the notice specified below;

(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by Loews or any Restricted Subsidiary or the payment of which is guaranteed by Loews or any Restricted Subsidiary (other than Indebtedness owed to Loews or a Restricted Subsidiary), whether such Indebtedness or guarantee now exists or is created after the date of the Indenture, if (A) such default either (1) results from the failure to pay any such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or (2) relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity and (B) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $25.0 million (or its foreign currency equivalent) or more at any one time outstanding;

(5) certain events of bankruptcy affecting Loews, a Guarantor or any Significant Subsidiary;

(6) the failure by Loews or any Significant Subsidiary to pay final judgments (other than any judgments covered by insurance policies issued by reputable and creditworthy insurance companies) aggregating in excess of $25.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and, with respect to any such judgments covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; or

(7) the Guarantee of a Significant Subsidiary or any group of Subsidiaries that, taken together as of the date of the most recent audited financial statements of Loews, would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms hereof) or any Guarantor denies or disaffirms its obligations under the Indenture or any Guarantee other than by reason of the release of the Guarantee in accordance with the terms of the Indenture and such Default continues for 10 days.

If an Event of Default (other than an Event of Default specified in clause (5) above with respect to Loews) shall occur and be continuing, the Trustee or the holders of at least 25% in principal amount of outstanding Notes under the Indenture may declare the principal of and accrued interest on such Notes to be due and payable by notice in writing to Loews and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable upon the first to occur of an acceleration under the Credit Agreement and five business days after receipt by Loews and the Representative under the Credit Agreement of such Acceleration Notice but only if such Event of Default is then continuing.

If an Event of Default specified in clause (5) above with respect to Loews occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of each Trustee or any holder of the Notes.

The Indenture provides that, at any time after a declaration of acceleration with respect to the Notes as described in the two preceding paragraphs, the holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences:

(1) if the rescission would not conflict with any judgment or decree;

(2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration;

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(3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;

(4) if Loews has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and

(5) in the event of the cure or waiver of an Event of Default of the type described in clause (5) of the description above of Events of Default, the Trustee shall have received an Officers’ Certificate and an opinion of counsel that such Event of Default has been cured or waived.

No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Provided the Notes are not then due and payable by reason of a declaration of acceleration, the holders of a majority in principal amount of the Notes issued and then outstanding under the Indenture may waive any existing Default or Event of Default under such Indenture, and its consequences, except (1)a default in the payment of the principal of or interest on such Notes and (2) in respect of a covenant or provision in the Indenture that cannot be modified or amended without the consent of each holder of an outstanding Note affected.

In the event of any Event of Default specified in clause (4) of the first paragraph above, such Event of Default and all consequences thereof will be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose Loews delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured.

Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture and under the Trust Indenture Act of 1939, as amended. Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the holders of the Notes, unless such holders have offered to the Trustee reasonable indemnity. Subject to all provisions of the Indenture and applicable law, the holders of a majority in aggregate principal amount of the then outstanding Notes issued under such Indenture have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.

Loews is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, Loews is required to deliver to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No direct or indirect parent and no director, officer, employee, incorporator, member, partner, stockholder of Loews, any Subsidiary or any direct or indirect parent will have any liability for any obligations of Loews or any Guarantor under the Notes, the Indenture, the Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws, and it is the view of the Commission that such waiver is against public policy.

Governing Law

The Indenture and the Notes will be governed by, and construed in accordance with, the laws of the State of New York.

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Legal Defeasance and Covenant Defeasance

Loews may, at its option and at any time, elect to have all of its obligations and the obligations of the Guarantors discharged with respect to the outstanding Notes issued under the Indenture (“Legal Defeasance”) except for:

(1) the rights of holders of outstanding Notes issued thereunder to receive payments in respect of the principal of, or interest or premium and Additional Interest, if any, on such Notes when such payments are due from the trust referred to below;

(2) Loews’ obligations with respect to the Notes issued thereunder concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and Loews’ obligations in connection therewith; and

(4) the Legal Defeasance provisions of the Indenture.

In addition, Loews may, at its option and at any time, elect to have the obligations of Loews released with respect to certain covenants that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes issued thereunder. In the event Covenant Defeasance occurs, certain events (not including nonpayment, bankruptcy, receivership, rehabilitation and insolvency events of Loews but not its Restricted Subsidiaries) described under “—Events of Default and Remedies” will no longer constitute an Event of Default with respect to the Notes issued thereunder.

In order to exercise either Legal Defeasance or Covenant Defeasance under the Indenture:

(1) Loews must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the Notes issued thereunder, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and Additional Interest, if any, on the outstanding Notes issued thereunder on the stated maturity or on the applicable redemption date, as the case may be, and Loews must specify whether the Notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, Loews has delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that (a) Loews has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the respective outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, Loews has delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that the holders of the respective outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings) or insofar as Events of Default resulting from the borrowing of funds or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit;

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(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which Loews or any of its Restricted Subsidiaries is a party or by which Loews or any of its Restricted Subsidiaries is bound;

(6) Loews must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by Loews with the intent of defeating, hindering, delaying or defrauding creditors of Loews or others; and

(7) Loews must deliver to the Trustee an Officers’ Certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the Indenture or the Notes issued thereunder may be amended or supplemented with the consent of the holders of at least a majority in principal amount of the Notes then outstanding issued thereunder (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of the Indenture or the Notes issued thereunder may be waived (except a default in respect of the payment of principal or interest on the Notes) with the consent of the holders of a majority in principal amount of the then outstanding Notes issued thereunder (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).

Without the consent of each holder affected, an amendment or waiver of the Indenture may not (with respect to any Notes held by a non-consenting holder):

(1) reduce the principal amount of Notes issued thereunder whose holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes issued thereunder (other than provisions relating to the covenants described above under the caption “—Repurchase at the Option of Holders”);

(3) reduce the rate of or change the time for payment of interest on any Note issued thereunder;

(4) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Additional Interest, if any, on the Notes issued thereunder (except a rescission of acceleration of the Notes issued thereunder by the holders of at least a majority in aggregate principal amount of the Notes issued thereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration);

(5) make any Note payable in money other than that stated in the Notes;

(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of Notes to receive payments of principal of, or interest or premium or Additional Interest, if any, on the Notes issued thereunder;

(7) waive a redemption payment with respect to any Note issued thereunder (other than a payment required by one of the covenants described above under the caption “—Repurchase at the Option of Holders”);

(8) make any change in the preceding amendment and waiver provisions;

(9) impair the right of any holder of the Notes to receive payment of principal of and interest on such holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes;

(10) modify the Guarantees in any manner adverse to the holders of the Notes; or

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(11) amend, change or modify in any material respect the obligation of Loews to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred or make and consummate an Asset Sale Offer in respect of an Asset Sale that has been consummated after a requirement to make an Asset Sale Offer has arisen.

Notwithstanding the preceding, without the consent of any holder of Notes, Loews, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes issued thereunder:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3) to provide for the assumption of Loews’ obligations to holders of Notes in the case of a merger or consolidation or sale of all or substantially all of Loews’ assets;

(4) to make any change that would provide any additional rights or benefits to the holders of Notes or that does not adversely affect the legal rights under the Indenture of any such holder;

(5) to secure the Notes;

(6) to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

(7) to add to the covenants of Loews or a Guarantor for the benefit of the holders of the Notes or to surrender any right or power conferred upon Loews or a Guarantor;

(8) to add a Guarantee of the Notes; or

(9) to release a Guarantor upon its sale or designation as an Unrestricted Subsidiary or other permitted release from its Guarantee; provided that such sale, designation or release is in accordance with the applicable provisions of the Indenture.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder, when:

(1) either:

(a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to Loews, have been delivered to the Trustee for cancellation; or

(b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable by reason of the mailing of a notice of redemption or otherwise within one year and Loews has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Additional Interest, if any, and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which Loews is a party or by which Loews is bound;

(3) Loews has paid or caused to be paid all sums payable by it under the Indenture; and

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(4) Loews has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes issued thereunder at maturity or the redemption date, as the case may be.

In addition, Loews must deliver an Officers’ Certificate and an opinion of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notices

All notices to the holders will be valid if published in a leading English language daily newspaper published in New York City or such other English language daily newspaper with general circulation in the U.S. Any notice will be deemed to have been given on the date of publication or, if so published more than once on different dates, on the date of first publication. It is expected that publication will normally be made in the Wall Street Journal. If publication as provided above is not practicable, notice will be given in such other manner, and shall be deemed to have been given on such date, as the Trustee may approve.

Concerning the Trustee

If the Trustee becomes a creditor of Loews, the Indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

The holders of a majority in principal amount of the then outstanding Notes issued under the Indenture will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default occurs and is continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any holder of Notes, unless such holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Certain Definitions

Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and

(2) Indebtedness secured by an existing Lien encumbering any asset acquired by such specified Person.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Applicable Premium” means, with respect to any Note on any applicable redemption date, the greater of:

(1) 1.0% of the then outstanding principal amount of the Note; and

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(2) the excess of:

(a) the present value at such redemption date of (i) the redemption price of the Note at August 1, 2009 (such redemption price being set forth in the table appearing above under the caption “—Optional Redemption”) plus (ii) all required interest payments due on the Note, through August 1, 2009 (excluding accrued but unpaid interest to such redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b) the then outstanding principal amount of the Note.

“Asset Sale” means (i) the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of a sale and leaseback) of Loews or any Restricted Subsidiary (each referred to in this definition as a “disposition”) or (ii) the issuance or sale of Equity Interests of any Restricted Subsidiary (whether in a single transaction or a series of related transactions), in each case, other than:

(1) a disposition of Cash Equivalents or obsolete or worn out property or equipment in the ordinary course of business or inventory (or other assets) held for sale in the ordinary course of business and dispositions of property no longer used or useful in the conduct of the business of Loews and its Restricted Subsidiaries;

(2) the disposition of all or substantially all of the assets of Loews in a manner permitted pursuant to the covenant contained under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets” or any disposition that constitutes a Change of Control pursuant to the Indenture;

(3) the making of any Restricted Payment that is permitted to be made, and is made, pursuant to the covenant contained under the caption “—Certain Covenants—Restricted Payments” or Permitted Investment or the granting of a Lien permitted by the covenant contained under the caption “—Certain Covenants—Liens”;

(4) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $5.0 million;

(5) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to Loews or by Loews or a Restricted Subsidiary to another Restricted Subsidiary;

(6) the lease, assignment, sublease, license or sublicense of any real or personal property in the ordinary course of business;

(7) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (with the exception of Investments in Unrestricted Subsidiaries acquired pursuant to clause (10) of the definition of “Permitted Investments”);

(8) foreclosures on assets;

(9) disposition of an account receivable in connection with the collection or compromise thereof; and

(10) the issuance or sale of director’s qualifying shares and shares issued to foreign nationals under applicable law.

“Attributable EBITDA” means, for any period, the sum, without duplication, of (a) EBITDA of Loews (other than EBITDA attributable to the Specified 50/50 JVs) for such period, (b) Loews’ equity percentage of the EBITDA of the Specified 50/50 JVs (other than Magic Johnson Theatres) for such period and (c) 100% of the EBITDA of Magic Johnson Theatres for such period.

“Attributable EBITDAR” means, for any period, the sum, without duplication, of (a) EBITDAR of Loews (other than EBITDAR attributable to the Specified 50/50 JVs) for such period, (b) Loews’ equity percentage of the EBITDAR of the Specified 50/50 JVs (other than Magic Johnson Theatres) for such period and (c) 100% of the EBITDAR of Magic Johnson Theatres for such period.

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“Attributable Fixed Charge Coverage Ratio” means, with respect to Loews for any period consisting of Loews’ most recently ended four fiscal quarters for which internal financial statements are available, the ratio of Attributable EBITDA for such period to Attributable Fixed Charges for such period. In the event that Loews, any Restricted Subsidiary or any Specified 50/50 JV incurs, assumes, guarantees or repays any Indebtedness or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Attributable Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Attributable Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Attributable Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or repayment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock as if the same had occurred at the beginning of the applicable four-quarter period and as if Loews, such Restricted Subsidiary or such Specified 50/50 JV had not earned the interest income actually earned during such period in respect of such cash used to repay, repurchase, defease or otherwise discharge such Indebtedness.

For purposes of making the computation referred to above, without duplication, the opening of newly constructed theaters that have been operated for at least six months by Loews, any Restricted Subsidiary or any Specified 50/50 JV, Investments, acquisitions, dispositions (including disposition of theaters), mergers or consolidations (as determined in accordance with GAAP) that have been made by Loews, any Restricted Subsidiary or any Specified 50/50 JV during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date shall be calculated on a pro forma basis assuming that all such theater openings, Investments, acquisitions, dispositions, mergers or consolidations (and the change in any associated Attributable Fixed Charge obligations and the change in Attributable EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period.

If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into Loews, any Restricted Subsidiary or any Specified 50/50 JV since the beginning of such period) shall have opened a newly constructed theater that has been operated for at least six months, or made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then the Attributable Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such theater opening, Investment, acquisition, disposition, merger or consolidation had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to a theater opening, Investment, acquisition, disposition, merger or consolidation (including the Transactions) and the amount of income or earnings relating thereto, the pro forma calculations shall be determined in good faith by a responsible financial or accounting Officer of Loews and shall comply with the requirements of Rule 11-02 of Regulation S-X promulgated by the Commission, except that such pro forma calculations may include operating expense reductions for such period resulting from the transaction which is being given pro forma effect that have been realized or (A) for which the steps necessary for realization have been taken (or are taken concurrently with such transaction) or (B) with respect to any transactions other than the Transaction (and the related restructuring initiatives), for which the steps necessary for realization are reasonably expected to be taken within the six month period following such transaction and, in each case including, but not limited to, reduction in personnel expenses, the execution or termination of any contracts, reduction of costs related to administrative functions, reduction of costs related to leased or owned properties, the termination of any personnel or the closing (or approval by the Board of Directors of Loews, such Restricted Subsidiary or such Specified 50/50 JV, as the case may be, of any closing) of any facility, as applicable; provided that, in that case, such adjustments are set forth in an Officers’ Certificate signed by Loews’ chief financial officer and another Officer which states (i) the amount of such adjustment or adjustments, (ii) that such adjustment or adjustments are based on the reasonable good faith beliefs of the Officers executing such Officers’ Certificate at the time of such execution, (iii) that such adjustment or adjustments and the plan or plans related thereto have been reviewed and approved by the Board of Directors of Loews and (iv) that any related incurrence of Indebtedness is permitted pursuant to the Indenture. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for

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the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if the related hedge has a remaining term in excess of twelve months).

Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of Loews to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as Loews may designate.

“Attributable Fixed Charges” means, for any period, the sum, without duplication of (a) Fixed Charges of Loews for such period, (b) Loews’ equity percentage of the Fixed Charges of the Specified 50/50 JVs (other than Magic Johnson Theatres) for such period and (c) 100% of the Fixed Charges of Magic Johnson Theatres for such period.

“Attributable Indebtedness” means, as of any date in any period, the sum of, without duplication, (a) Indebtedness of Loews and its Restricted Subsidiaries (net of any cash and Cash Equivalents of Loews and its Restricted Subsidiaries that are Domestic Subsidiaries or that are organized under the laws of Mexico held in the United States or Mexico, respectively) as of such date, (b) Loews’ equity percentage of Indebtedness of the Specified 50/50 JVs (other than Magic Johnson Theatres) as of such date, (c) 100% of Indebtedness of Magic Johnson Theatres (net of any cash and Cash Equivalents of Magic Johnson Theatres) as of such date and (d) the product obtained by multiplying (i) Consolidated Attributable Lease Expense for such period by (ii) 8; provided that, in determining the amount of Attributable Indebtedness of Loews and its Restricted Subsidiaries for purposes of this definition, the amount of Indebtedness of Loews and its Restricted Subsidiaries consisting of revolving credit loans under the Revolving Facility or any other revolving credit facility as of any date shall be deemed to be the aggregate outstanding principal amount thereof on the last day of each fiscal quarter ending during the four fiscal quarters most recently ended on or prior to such date, divided by four (4) (with the amount thereof as of June 30, 2004 deemed to be $0 for purposes of such calculation). Notwithstanding anything set forth above in this definition, Indebtedness of Loews or its Restricted Subsidiaries shall not be netted against any amount in cash equal to the difference between (x) the aggregate amount of Specified Foreign Asset Sale Proceeds and (y) any amount of Restricted Payments previously made pursuant to clause (16) of the second paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments”; provided, however, that the amount of Specified Foreign Asset Sale Proceeds will, in whole or in part, be so netted if the Chief Financial Officer of Loews delivers to the Trustee a certificate certifying that such proceeds will be used to permanently repay or retire Indebtedness of Loews or any of its Restricted Subsidiaries within 10 days of the date on which the applicable Qualified Foreign Asset Sale has been consummated. Upon delivery of such certificate, the amount of Specified Foreign Asset Sale Proceeds will be reduced by the amount thereof used or to be used to repay or retire such Indebtedness.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns”, “Beneficially Owned” and “Beneficial Ownership” have a corresponding meaning.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership; and

(3) with respect to any other Person, the board or committee of such Person serving a similar function.

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“Capital Stock” means:

(1) in the case of a corporation, capital stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP (except for temporary treatment of construction-related expenditures under EITF 97-10 “The Effects of Lessee Involvement in Asset Construction” which will ultimately be treated as operating leases upon a sale-leaseback transaction).

“Cash Equivalents” means:

(1) U.S. dollars or, in the case of any Foreign Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

(2) securities issued or directly and fully and unconditionally guaranteed or insured by the government or any agency or instrumentality of the United States or any member nation of the European Union having maturities of not more than 12 months from the date of acquisition;

(3) certificates of deposit, time deposits and eurodollar time deposits with maturities of 12 months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding 12 months and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any commercial bank having capital and surplus in excess of $500,000,000;

(4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper maturing within 12 months after the date of acquisition and having a rating of at least A-1 from Moody’s or P-1 from S&P;

(6) readily marketable direct obligations issued by any state of the United States or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P with maturities of 12 months or less from the date of acquisition;

(7) instruments equivalent to those referred to in clauses (1) to (6) above denominated in euro or any other foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction; and

(8) investment in funds which invest substantially all of their assets in Cash Equivalents of the kinds described in clauses (1) through (7) of this definition.

“Change of Control” means the occurrence of any of the following:

(1) the sale, lease, transfer or other conveyance, in one or a series of related transactions, of all or substantially all of the assets of Loews and its Subsidiaries, taken as a whole, to any Person other than one or more Permitted Holders;

(2) Loews becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the

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meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than one or more Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), directly or indirectly, of 50% or more of the total voting power of the Voting Stock of Loews or any direct or indirect parent holding company of Loews; or

(3) (A) prior to the first public offering of common stock of either Holdco or Loews, the first day on which the Board of Directors of Holdco or Loews shall cease to consist of a majority of directors who (i) were members of the Board of Directors of Holdco or Loews on the date of the Indenture or (ii) were either (x) nominated for election by the Board of Directors of Holdco or Loews, a majority of whom were directors on the date of the Indenture or whose election or nomination for election was previously approved by a majority of such directors or who were designated or appointed pursuant to clause (y) below, or (y) designated or appointed by a Permitted Holder (each of the directors selected pursuant to clauses (A)(i) and (A)(ii), “Continuing Directors”) and (B) after the first public offering of common stock of either Holdco or Loews, (i) if such public offering is of Holdco common stock, the first day on which a majority of the members of the Board of Directors of Holdco are not Continuing Directors or (ii) if such public offering is of Loews’ common stock, the first day on which a majority of the members of the Board of Directors of Loews are not Continuing Directors.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to the Code are to the Code, as in effect on the date of the Indenture, and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor.

“Commission” means the Securities and Exchange Commission.

“Consolidated Attributable Lease Expense” means, for any period, the sum of, without duplication, (a) the Consolidated Lease Expense of Loews for such period, (b) Loews’ equity percentage of the Consolidated Lease Expense of the Specified 50/50 JVs (other than Magic Johnson Theatres) for such period and (c) 100% of the Consolidated Lease Expense of Magic Johnson Theatres.

“Consolidated Attributable Leverage Ratio” means, as of the last day of any period of four consecutive fiscal quarters, the ratio of (a) Attributable Indebtedness on the last day of such period to (b) Attributable EBITDAR for such period. Consolidated Attributable Leverage Ratio shall be calculated after giving effect to pro forma adjustments comparable to the pro forma adjustments set forth in the definition of “Attributable Fixed Charge Coverage Ratio”.

“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense including the amortization of deferred financing fees and other noncash charges (excluding any noncash item that represents an accrual or reserve for a cash expenditure for a future period) of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of: (a) consolidated interest expense of such Person and its Restricted Subsidiaries for such period (including amortization of original issue discount, noncash interest payments (other than imputed interest as a result of purchase accounting)), the interest component of Capitalized Lease Obligations, net payments (if any) pursuant to interest rate Hedging Obligations, but excluding amortization of deferred financing fees or expensing of any bridge or other financing fees relating to the Specified Financing and any losses resulting from the mark-to-market accounting of interest rate Hedging Obligations to the extent such losses are accounted for as interest expense, the interest accruing on any Indebtedness of any other Person to the extent such Indebtedness is Guaranteed by (or secured by the assets of) Loews or any Restricted Subsidiary and commissions, discounts and

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other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and (b) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, less (c) interest income actually received in cash for such period.

“Consolidated Lease Expense” means, for any period, with respect to any Person and its Restricted Subsidiaries on a consolidated basis, the aggregate amount of fixed and contingent rentals payable in cash by such Person for such period with respect to leases of real and personal property, determined on a consolidated basis in accordance with GAAP (but excluding taxes, common area maintenance and similar amounts in the case of gross leases and excess accruals (or reversals thereof) of straight-line rent expense amounts); provided that payments in respect of Capitalized Lease Obligations shall not constitute Consolidated Lease Expense.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that

(1) any net after-tax extraordinary, unusual or nonrecurring gains, losses or expenses (including, without limitation, expenses related to the Transactions, severance, relocation, facilities consolidation, signing or retention bonuses and other restructuring costs) shall be excluded;

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principle(s) as well as any current period impact of new accounting pronouncements including those related to purchase accounting;

(3) any net after-tax gains or losses attributable to asset or lease dispositions other than in the ordinary course of business (as determined in good faith by the Board of Directors of such Person) and any gain (or loss) realized upon the sale or other disposition of any Capital Stock of any Person shall be excluded;

(4) the Net Income for such period of any Person that is not a Subsidiary, or that is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that, to the extent not already included, Consolidated Net Income shall be (A) increased by the amount of (i) dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof during such period (subject in the case of distribution or payments made to a Restricted Subsidiary to the limitations contained in clause (5) below) and (ii) Net Income of Magic Johnson Theatres to the extent such Net Income is not otherwise included in the Consolidated Net Income of Loews; provided, that such amount shall not exceed $2.0 million in any such period and (B) decreased by the amount of any equity of Loews in a net loss of any such Person for such period to the extent Loews has funded such net loss;

(5) the Net Income for such period of any Restricted Subsidiary (other than a Guarantor) shall be excluded to the extent the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not permitted at the date of determination without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to such Person or a Restricted Subsidiary thereof (subject to the provisions of this clause (5)) during such period, to the extent not already included therein; provided, however, that to the extent that any Net Income of a Foreign Subsidiary for such period would be excluded as a result of this clause (5) solely as a result of any encumbrance of the type permitted by clauses (1) to (7), (9)(ii) or (12) (with respect to agreements referred to in clauses (1) to (7) and (9)(ii)) of the second paragraph of the covenant described under the caption “—Certain Covenants—Dividend and Other Payment Restrictions Affecting Subsidiaries” and Loews shall have delivered to the Trustee on the date of the event requiring a calculation of Consolidated Net Income a certificate of the Chief Financial Officer of Loews

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certifying that, in the good faith judgment of such officer, such encumbrances do not impair Loews’ ability to make payments on the Notes, such net income shall be included in such Consolidated Net Income;

(6) noncash compensation charges, including any such charges arising from stock options, restricted stock grants or other equity-incentive programs, reasonable cash compensation charges related to any stock appreciation rights or similar phantom stock rights program and reasonable customary cash charges resulting from purchase accounting to the extent such charges represent sales bonuses to management shall be excluded;

(7) any net after-tax gains or losses attributable to the early extinguishment of Indebtedness shall be excluded;

(8) noncash income or charges resulting from mark-to-market accounting under Financial Accounting Standard No. 52 relating to Indebtedness denominated in foreign currencies shall be excluded;

(9) any noncash impairment charges resulting from the application of Statements of Financial Accounting Standards No. 142 and No. 144 and the amortization of intangibles arising pursuant to Statement of Financial Accounting Standards No. 141 shall be excluded;

(10) inventory purchase accounting adjustments and amortization, impairment and other noncash charges (including asset revaluations) resulting from purchase accounting adjustments with respect to the Transactions or any other transaction shall be excluded; and

(11) the deferred revenue eliminated as a consequence of the application of purchase accounting adjustments due to the Transactions or any other acquisition shall be included for the fiscal periods that such revenue would otherwise have been recognized.

Notwithstanding the foregoing, for the purpose of the covenant contained under the caption “—Certain Covenants—Restricted Payments” only (other than clause (3)(d) of the first paragraph thereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by Loews and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments made by Loews and the Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments made by Loews and any Restricted Subsidiary, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(d) of the first paragraph of the covenant contained under the caption “—Certain Covenants—Restricted Payments.”

“Consolidated Total Assets” means, with respect to any Person, the total assets of such Person and its Restricted Subsidiaries and, in the case of Loews, 100% of the total assets of Magic Johnson Theatres determined in accordance with GAAP, as shown on its most recent internal balance sheet that is available.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Credit Agreement” means that certain credit agreement, dated as of the date of the Indenture, among LCE Holdco LLC, Loews, Grupo Cinemex, S.A. de C.V., and Cadena Mexicana de Exhibición, S.A. de C.V., the lenders party thereto, Citicorp North America, Inc., as Administrative Agent, Banco Nacional de Mexico, S.A., Grupo Financiero Banamex, as Mexican Administrative Agent, Credit Suisse First Boston, as Syndication Agent,

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and Bank of America, N.A., Deutsche Bank Trust Company Americas and Lehman Commercial Paper Inc., as Co-Documentation Agents, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, supplemented, modified, renewed, increased, refunded, replaced or refinanced from time to time in one or more agreements or indentures (in each case with the same or new lenders or institutional investors), including any agreement extending the maturity thereof or otherwise restructuring all or any portion of the Indebtedness thereunder or increasing the amount loaned or issued thereunder or altering the maturity thereof.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Noncash Consideration” means the fair market value of noncash consideration received by Loews or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers’ Certificate setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale, redemption or payment of, on or with respect to such Designated Noncash Consideration.

“Designated Preferred Stock” means Preferred Stock of Loews or any direct or indirect parent company of Loews (other than Disqualified Stock) that is issued for cash (other than to Loews or any of its Subsidiaries or an employee stock ownership plan or trust established by Loews or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of the first paragraph of the covenant described under “—Certain Covenants—Restricted Payments”.

“Designated Senior Debt” means:

(1) any Indebtedness outstanding under the Credit Agreement; and

(2) any other Senior Debt permitted under the Indenture the principal amount of which is $25.0 million or more and that has been designated by Loews in the instrument evidencing that Senior Debt as “Designated Senior Debt.”

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any security into which it is convertible or for which it is putable or exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, or is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of Loews or a Restricted Subsidiary) in each case prior to the date 91 days after the earlier of the final maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that (x) if such Capital Stock is issued to any plan for the benefit of employees of Holdco or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by Holdco or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations and (y) such Capital Stock shall not constitute Disqualified Stock if such Capital Stock matures or is mandatorily redeemable or is redeemable at the option of the holders thereof as a result of a change of control or asset sale if the terms of such Capital Stock (and all such securities into which it is convertible or for which it is exchangeable) provide that Loews may not repurchase or redeem any such Capital Stock (and all securities into which it is convertible or for which it is exchangeable) pursuant to such provision prior to compliance by Loews with the provisions of the indenture described under the caption “—Repurchase at the Option of Holders” and such repurchase or redemption complies with “—Certain Covenants—Limitation on Restricted Payments.”

“Domestic Restricted Subsidiary” means any direct or indirect Restricted Subsidiary of Loews that was formed under the laws of the United States, any state of the United States, the District of Columbia or any territory of the United States.

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“Domestic Subsidiary” means any Subsidiary of Loews that was formed under the laws of the United States, any state of the United States, the District of Columbia or any territory of the United States.

“EBITDA” means with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication,

(1) provision for taxes based on income or profits, plus franchise or similar taxes of such Person and its Restricted Subsidiaries for such period deducted in computing Consolidated Net Income, plus

(2) Consolidated Interest Expense of such Person for such period to the extent the same was deducted in calculating such Consolidated Net Income, plus

(3) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent such depreciation and amortization were deducted in computing Consolidated Net Income, plus

(4) any reasonable expenses or charges related to any Equity Offering, Permitted Investment, acquisition, recapitalization or Indebtedness permitted to be incurred under the Indenture (in each case whether or not consummated) or to the Transactions and, in each case, deducted in such period in computing Consolidated Net Income, plus

(5) the amount of any restructuring charges or reserves (which, for the avoidance of doubt, shall include retention, severance, systems establishment cost, contract termination costs, including future lease commitments, and costs to consolidate facilities and relocate employees) deducted in such period in computing Consolidated Net Income, plus

(6) all other non-cash charges of such Person and its Restricted Subsidiaries to the extent such noncash charges were deducted in computing Consolidated Net Income (excluding any such non-cash charge to the extent that it represents an accrual of or reserve for cash expenditures in any future period, other than for straight-line rent accruals determined in accordance with GAAP to the extent such accruals exceed any rent payments for the applicable period; provided, however that the EBITDA for any period shall be reduced to the extent rent payments exceed rent accruals for such period irrespective of the accounting treatment of such rent payments) less all noncash items of income of such Person and its Restricted Subsidiaries (other than accruals of revenue or recognition of deferred revenue items or reversal of reserves with respect to reserves that are not included in EBITDA in the ordinary course of business), plus

(7) the amount of management, monitoring, consulting and advisory fees and related expenses and Termination Fees paid to the Sponsors and any of their Affiliates (other than portfolio companies) (or any accruals relating to such fees and related expenses) pursuant to the Management Agreement, plus

(8) any net gain or loss resulting from Hedging Obligations relating to currency exchange risk.

Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion, including by reason of minority interests) that the net income or loss of such Restricted Subsidiary was included in calculating Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be dividended to Loews by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its stockholders, other than pursuant to restrictions permitted by clauses (1) to (7), (9)(ii) or (12) (with respect to agreements referred to in clauses (1) to (7) and (9)(ii)) of the second paragraph of the covenant described under the caption “—Certain Covenants—Dividend and Other Payment Restrictions Affecting Subsidiaries.”

“EBITDAR” means with respect to any Person and its Restricted Subsidiaries on a consolidated basis for any period, the sum of (a) EBITDA of such Person and its Restricted Subsidiaries for such period and (b) without duplication, Consolidated Lease Expense of such Person and its Restricted Subsidiaries for such period.

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“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any public or private sale of common stock or Preferred Stock of Loews or any of its direct or indirect parent (excluding Disqualified Stock), other than (i) public offerings with respect to common stock of Loews or of any direct or indirect parent of Loews registered on Form S-8, (ii) any such public or private sale that constitutes an Excluded Contribution and (iii) an issuance to any Subsidiary.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds, in each case received by Loews and its Restricted Subsidiaries from:

(1) contributions to its common equity capital; and

(2) the sale (other than to a Subsidiary or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of Loews or any Subsidiary) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock),

in each case designated as Excluded Contributions pursuant to an Officers’ Certificate on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of the first paragraph of the covenant contained under the caption “—Certain Covenants—Restricted Payments”.

“Existing Indebtedness” means Indebtedness of Loews and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the date of the Indenture.

“Fixed Charges” means, with respect to any Person for any period, the sum of, without duplication, (a) Consolidated Interest Expense (excluding all noncash interest expense and amortization/accretion of original issue discount, in each case, in connection with the Specified Financings (including any original issue discount created by fair value adjustments to Loews’ Existing Indebtedness as a result of purchase accounting)) of such Person for such period, (b) all cash dividends paid, accrued and/or scheduled to be paid or accrued during such period (excluding items eliminated in consolidation) on any series of Preferred Stock of such Person and (c) all cash dividends paid, accrued and/or scheduled to be paid or accrued during such period (excluding items eliminated in consolidation) on any series of Disqualified Stock.

“Foreign Specified 50/50 JVs” means each of (a) Megabox Cineplex and (b) Yelmo Cineplex; provided that if Loews shall cease to own at least 50% of the Equity Interests in either such joint venture, such joint venture shall cease to continue as a Foreign Specified 50/50 JV.

“Foreign Subsidiary” means any Subsidiary of Loews that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles in the United States in effect on the date of the Indenture. For purposes of this description of the Notes, the term “consolidated” with respect to any Person means such Person consolidated with its Restricted Subsidiaries and does not include any Unrestricted Subsidiary.

“Grupo Cinemex” means Grupo Cinemex, S.A. de C.V., a corporation organized under the laws of the United Mexican States, and its Subsidiaries.

“guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness or other obligations.

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“Guarantee” means any guarantee of the obligations of Loews under the Indenture and the Notes by a Guarantor in accordance with the provisions of the Indenture. When used as a verb, “Guarantee” shall have a corresponding meaning.

“Guarantor” means any Person that incurs a Guarantee of the Notes; provided that upon the release and discharge of such Person from its Guarantee in accordance with the Indenture, such Person shall cease to be a Guarantor.

“Guarantor Senior Debt” means, with respect to any Guarantor, the principal of, premium, if any, and interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed or allowable claim under applicable law) on any Indebtedness of such Guarantor, whether outstanding on the date of the Indenture or thereafter created, incurred or assumed, unless, in the case of any particular obligation, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such obligation shall not be senior in right of payment to the Guarantee of such Guarantor. Without limiting the generality of the foregoing, “Guarantor Senior Debt” shall also include the principal of, premium, if any, interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed or allowable claim under applicable law) on, and all other amounts owing in respect of (including guarantees of the foregoing obligations):

(1) all monetary obligations of every nature of such Guarantor under, or with respect to, the Credit Agreement, including, without limitation, obligations to pay principal, premium and interest, reimbursement obligations under letters of credit, fees, expenses and indemnities (and guarantees thereof); and

(2) all Hedging Obligations (and guarantees thereof), in each case whether outstanding on the date of the Indenture or thereafter incurred.

Notwithstanding the foregoing, “Guarantor Senior Debt” shall not include:

(1) any Indebtedness of such Guarantor to a Subsidiary of such Guarantor;

(2) Indebtedness to, or guaranteed on behalf of, any director, officer or employee of such Guarantor or any Subsidiary of such Guarantor (including, without limitation, amounts owed for compensation), other than Indebtedness under the Credit Agreement;

(3) trade payables;

(4) Indebtedness represented by Capital Stock;

(5) any liability for federal, state, local or other taxes owed or owing by such Guarantor;

(6) that portion of any Indebtedness incurred in violation of the covenant contained under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”;

(7) Indebtedness which, when incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to Loews; and

(8) any Indebtedness which is, by its express terms, subordinated in right of payment to any other Indebtedness of such Guarantor.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under:

(1) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and

(2) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

“Holdco” means LCE Holdco LLC and any other direct or indirect parent holding company of Loews organized at the direction of a Permitted Holder (without giving effect to the inclusion of Affiliates in such definition of Permitted Holders), in each case so long as such Person is a direct or indirect parent of Loews.

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“Indebtedness” means, with respect to any Person,

(a) any indebtedness (including principal and premium) of such Person, whether or not contingent,

(i) in respect of borrowed money,

(ii) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or, without double counting, reimbursement agreements in respect thereof),

(iii) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except any such balance that constitutes a trade payable or similar obligation to a trade creditor in each case accrued in the ordinary course of business or

(iv) representing any Hedging Obligations,

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP,

(b) Disqualified Stock of such Person,

(c) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise on, the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business), and

(d) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person);

provided, however, (A) that Contingent Obligations incurred in the ordinary course of business and not in respect of borrowed money and (B) items that would appear as a liability upon a balance sheet prepared in accordance with GAAP as a result of the application of EITF 97-10 “The Effects of Lessee Involvement in Asset Construction” shall be deemed not to constitute Indebtedness.

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant to Persons engaged in a Permitted Business of nationally recognized standing that is, in the good faith judgment of Loews, qualified to perform the task for which it has been engaged.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations), advances or capital contributions (including by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others, but excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. If Loews or any Subsidiary of Loews sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of Loews such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of Loews, Loews will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments” and such Investment in the Equity Interest of such former Subsidiary shall not be considered an Investment in existence on the date of the Indenture. The acquisition by Loews or any Restricted Subsidiary of a Person that holds an Investment in a third Person will be deemed to be an Investment by Loews or such Restricted Subsidiary in such third Person at such time. Except as otherwise provided for herein, the amount of an Investment shall be its fair market value at the time the Investment is made and without giving effect to subsequent changes in value.

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For purposes of the definition of “Unrestricted Subsidiary” and the covenant described above under the caption “—Certain Covenants—Restricted Payments,” (i) “Investments” shall include the portion (proportionate to Loews’ equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of Loews at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, Loews shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (x) Loews’ “Investment” in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to Loews’ equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by Loews.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Magic Johnson Theatres” means Magic Johnson Theatres, a California partnership.

“Management Agreement” means the Management Agreement by and among LCE Acquisition Corporation, LCE Holdco, LLC, LCE Intermediate Holdings, Inc., LCE Holdings, Inc., Loews and the Sponsors as in effect on the date of the Indenture and any amendment thereto (so long as such amendment is not as a whole less favorable to the holders of the Notes in any respect than the original agreement as in effect on the date of the Indenture).

“Megabox Cineplex” means Megabox Cineplex, Inc., a South Korean joint venture 50% of the Equity Interests in which are indirectly owned by Loews on the date of the Indenture.

“Mexican Credit Agreement” means that certain credit agreement, dated as of December 26, 2002, among Cadena Mexicana de Exhibición, S.A. de C.V., as Borrower, Grupo Cinemex, S.A. de C.V. and the Subsidiaries listed therein, as Guarantors, Scotiabank Inverlat, S.A., Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat, as Syndication Agent, Documentation Agent, Collateral Agent, Co-Bookrunner and Co-Lead Arranger, and BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer, as Administrative Agent, Co-Lead Arranger and Co-Bookrunner, and the Banks listed therein, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, supplemented, modified, renewed, increased, refunded, replaced or refinanced from time to time in one or more agreements or indentures (in each case with the same or new lenders or institutional investors), including any agreement extending the maturity thereof or otherwise restructuring all or any portion of the Indebtedness thereunder or increasing the amount loaned or issued thereunder or altering the maturity thereof.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends or accretion of any Preferred Stock.

“Net Proceeds” means the aggregate cash proceeds (other than Specified Foreign Asset Sale Proceeds) received by Loews or any Restricted Subsidiary in respect of any Asset Sale, in each case net of, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), repayment of Indebtedness that is secured

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by the property or assets that are the subject of such Asset Sale and any deduction of appropriate amounts to be provided by Loews as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by Loews after such sale or other disposition thereof, including, without limitation, pension and other post employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Non-Guarantor Restricted Subsidiary” means any Restricted Subsidiary that is not a Guarantor.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of Loews.

“Officers’ Certificate” means a certificate signed on behalf of Loews by two Officers of Loews, one of whom is the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of Loews, that meets the requirements set forth in the Indenture.

“Permitted Asset Swap” means any transfer of property or assets by Loews or any of its Restricted Subsidiaries in which at least 90% of the consideration received by the transferor consists of properties or assets (other than cash and Investments) that will be used in a Permitted Business; provided that the aggregate fair market value of the property or assets being transferred by Loews or such Restricted Subsidiary is not greater than the aggregate fair market value of the property or assets received by Loews or such Restricted Subsidiary in such exchange (provided, however, that in the event such aggregate fair market value of the property or assets being transferred or received by Loews is (x) less than $30.0 million, such determination shall be made in good faith by the Board of Directors of Loews and (y) greater than or equal to $30.0 million, such determination shall be made by an Independent Financial Advisor).

“Permitted Business” means any line of business and any services, activities or businesses incidental or directly related or similar to, any line of business engaged in by Loews as of the date of the Indenture or any business activity that is a reasonable extension, development or expansion thereof or ancillary thereto.

“Permitted Debt” is defined under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.”

“Permitted Holders” means each of Bain Capital Holdings (Loews) I, L.P., Bain Capital AIV (Loews) II, L.P., TC Group, L.L.C., Carlyle Partners III Loews, L.P., CP II Coinvestment, L.P., Spectrum Equity Investors IV, L.P., Spectrum Equity Investors Parallel IV, L.P., Spectrum IV Investment Managers’ Fund, L.P., and their respective Affiliates, but not including, however, any portfolio companies of any of the Permitted Holders.

“Permitted Investments” means

(1) any Investment by Loews in any Restricted Subsidiary or by a Restricted Subsidiary in another Restricted Subsidiary;

(2) any Investment in cash and Cash Equivalents;

(3) any Investment by Loews or any Restricted Subsidiary of Loews in a Person that is engaged in a Permitted Business if as a result of such Investment (A) such Person becomes a Restricted Subsidiary or (B) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Loews or a Restricted Subsidiary;

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(4) any Investment in securities or other assets not constituting cash or Cash Equivalents and received in connection with an Asset Sale made pursuant to the provisions described above under the caption “—Repurchase at the Option of Holders—Asset Sales” or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on the date of the Indenture and any extension, modification or renewal of any such Investments existing on the date of the Indenture, but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases thereof (other than as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on the date of the Indenture);

(6) loans and advances to employees made in the ordinary course of business; provided that loans that are forgiven shall continue to be deemed outstanding;

(7) any Investment acquired by Loews or any Restricted Subsidiary (A) in exchange for any other Investment or accounts receivable held by Loews or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (B) as a result of a foreclosure by Loews or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(8) Hedging Obligations permitted under clause (10) of the definition of “Permitted Debt;”

(9) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business, and loans and advances to officers, directors and employees in connection with the Transactions in an aggregate amount not to exceed $5.0 million;

(10) Investments to the extent such Investments, when taken together with all other Investments made pursuant to this clause (10) and outstanding on the date such Investment is made, do not exceed the greater of (x) $55.0 million and (y) 3.25% of Consolidated Total Assets of Loews;

(11) Investments the payment for which consists of Equity Interests of Loews or any of its direct or indirect parents (exclusive of Disqualified Stock);

(12) guarantees (including Guarantees) of Indebtedness permitted under the covenant contained under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” and performance guarantees in the ordinary course of business; and

(13) Investments by Loews or a Restricted Subsidiary in joint ventures engaged in a Permitted Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding, not to exceed the greater of (x) $30.0 million (y) 1.75% of Consolidated Total Assets of Loews (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value).

“Permitted Junior Securities” means

(1) Equity Interests in Loews or any direct or indirect parent of Loews issued pursuant to a plan of reorganization or readjustment; or

(2) unsecured debt securities of Loews issued pursuant to a plan of reorganization or readjustment that are subordinated to all Senior Debt (and any debt securities issued in exchange for Senior Debt) to substantially the same extent as, or to a greater extent than, the Notes are subordinated to Senior Debt under the Indenture;

provided that to the extent that any Senior Debt or Guarantor Senior Debt, as the case may be, outstanding on the date of consummation of any such plan of reorganization or readjustment is not paid in full in cash on such date, the holders of any such Senior Debt or Guarantor Senior Debt not so paid in full in cash have consented to the terms of such plan of reorganization or readjustment.

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“Permitted Liens” means the following types of Liens:

(1) deposits of cash or government bonds made in the ordinary course of business to secure surety or appeal bonds to which such Person is a party;

(2) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers’ acceptances issued, and completion guarantees provided for, in each case pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice;

(3) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by Loews or any Restricted Subsidiary;

(4) Liens on property at the time Loews or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into Loews or any Restricted Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that such Liens may not extend to any other property owned by Loews or any Restricted Subsidiary;

(5) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to Loews or another Restricted Subsidiary permitted to be incurred in accordance with the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”;

(6) Liens securing Hedging Obligations so long as the related Indebtedness is permitted to be incurred under the Indenture and is secured by a Lien on the same property securing such Hedging Obligation;

(7) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(8) Liens in favor of Loews or any Restricted Subsidiary;

(9) Liens to secure any Indebtedness that is incurred to refinance any Indebtedness that has been secured by a Lien existing on the date of the Indenture or referred to in clauses (3), (4) and (17)(B) of this definition; provided, however, that such Liens (x) are no less favorable to the holders of the Notes, taken as a whole, and are not more favorable to the lienholders with respect to such Liens than the Liens in respect of the Indebtedness being refinanced; and (y) do not extend to or cover any property or assets of Loews or any of its Restricted Subsidiaries not securing the Indebtedness so refinanced;

(10) Liens for taxes, assessments or other governmental charges or levies not yet delinquent, or which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted or for property taxes on property that Loews or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property;

(11) judgment liens in respect of judgments that do not constitute an Event of Default so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(12) pledges, deposits or security under workmen’s compensation, unemployment insurance and other social security laws or regulations, or deposits to secure the performance of tenders, contracts (other than for the payment of Indebtedness) or leases, or deposits to secure public or statutory obligations, or deposits as security for contested taxes or import or customs duties or for the payment of rent, or deposits or other security securing liabilities to insurance carriers under insurance or self-insurance arrangements, in each case incurred in the ordinary course of business or consistent with past practice;

(13) Liens imposed by law, including carriers’, warehousemen’s, materialmen’s, repairmen’s and mechanics’ Liens, in each case for sums not overdue by more than 30 days or if more than 30 days overdue,

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are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted;

(14) encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of business or to the ownership of properties that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business;

(15) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business that do not (x) interfere in any material respect with the business of Loews or any of its material Restricted Subsidiaries or (y) secure any Indebtedness;

(16) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases or consignments entered into by Loews and its Restricted Subsidiaries in the ordinary course of business;

(17) (A) other Liens securing Indebtedness for borrowed money with respect to property or assets with an aggregate fair market value (valued at the time of creation thereof) of not more than $15.0 million at any time and (B) Liens securing Indebtedness incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property of such Person; provided, however, that (x) the Lien may not extend to any other property (except for accessions to such property) owned by such Person or any of its Restricted Subsidiaries at the time the Lien is incurred, (y) such Liens attach concurrently with or within 180 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens and (z) with respect to Capitalized Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capitalized Lease Obligations; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;

(18) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(19) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(20) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Loews or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Loews and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Loews or any Restricted Subsidiary in the ordinary course of business;

(21) Liens solely on any cash earnest money deposits made by Loews or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under the Indenture;

(22) banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution; provided that (a) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by Loews in excess of those set forth by regulations promulgated by the Federal Reserve Board or other applicable law and (b) such deposit account is not intended by Loews or any Restricted Subsidiary to provide collateral to the depositary institution; and

(23) Liens with respect to the assets of a non-guarantor Restricted Subsidiary securing Indebtedness of such non-guarantor Restricted Subsidiary incurred in accordance with the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”.

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“Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends upon liquidation, dissolution or winding up.

“Purchase Agreement” means the Purchase Agreement dated as of June 18, 2004, among LCE Holdings, Inc., Loews and the other Persons identified therein.

“Qualified Foreign Asset Sale” means an Asset Sale (in one or more related transactions) involving the sale of all or substantially all of the assets, or all or substantially all of the Equity Interests held by Loews or any of its Restricted Subsidiaries, of (a) Grupo Cinemex, any successor entity thereof or any of their respective direct or indirect parents or (b) any of the Foreign Specified 50/50 JVs or any successor entity thereof, whether by merger, consolidation or otherwise, in which all of the following conditions are met:

(1) prior to the consummation of such Asset Sale, the Notes are not rated below the rating given to such Notes by each of the Rating Agencies as of the date of the Indenture;

(2) Loews shall, within 20 days of the consummation of such Asset Sale, inform each of the Rating Agencies of the Asset Sale and the potential application of a portion of the proceeds thereof to make Restricted Payments and the amount by which Loews’ ability to make Restricted Payments has been enhanced as a result of such Asset Sale, and neither Rating Agency shall have issued a downgrade, withdrawal or qualification of the rating given to the Notes as in effect immediately prior to the consummation of such Asset Sale by such Rating Agency within 45 days from the date on which such Rating Agency has been so informed by Loews;

(3) on a pro forma basis, after giving effect to such Asset Sale, including the application of the net cash proceeds thereof to repay outstanding Indebtedness of Loews, its Restricted Subsidiaries or the Foreign Specified 50/50 JV which is the subject of the applicable Qualified Foreign Asset Sale substantially concurrently with such Asset Sale and the change in Attributable EBITDA following such Asset Sale, Loews’ Consolidated Attributable Leverage Ratio as of the date such Asset Sale is consummated would not be higher than its Consolidated Attributable Leverage Ratio on the date immediately prior to the consummation of such Asset Sale;

(4) on a pro forma basis, after giving effect to such Asset Sale, including the application of the net cash proceeds of such Asset Sale to repay outstanding Indebtedness of Loews, its Restricted Subsidiaries or the Foreign Specified 50/50 JV which is the subject of the applicable Qualified Foreign Asset Sale substantially concurrently with such Asset Sale and the change in Attributable EBITDA following such Asset Sale, Loews’ Consolidated Attributable Leverage Ratio as of the date such Asset Sale is consummated would not be higher than its Consolidated Attributable Leverage Ratio on the date of the Indenture;

(5) on a pro forma basis, after giving effect to such Asset Sale, including the application of the net cash proceeds to repay outstanding Indebtedness of Loews, its Restricted Subsidiaries or the Foreign Specified 50/50 JV which is the subject of the applicable Qualified Foreign Asset Sale substantially concurrently with such Asset Sale, Loews would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the first paragraph of the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”; and

(6) as of the date such Asset Sale is consummated, no Default or Event of Default has occurred and is continuing or would occur as a result thereof.

For purposes of this definition, reference to Grupo Cinemex’s or its successor entity’s direct or indirect parents will only include any direct or indirect parent company of Grupo Cinemex or such successor entity whose only significant asset is its direct or indirect equity ownership of Grupo Cinemex or such successor entity.

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Permitted Business; provided that the fair market value of any such assets or Capital Stock shall be determined

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by the Board of Directors in good faith, except that in the event the value of any such assets or Capital Stock exceeds $20.0 million, the fair market value shall be determined by an Independent Financial Advisor.

“Rating Agencies” means (i) S&P and Moody’s or (ii) if S&P or Moody’s or both of them shall not make ratings of the Notes publicly available, a nationally recognized U.S. rating agency or agencies, as the case may be, selected by Loews, which will be substituted for S&P or Moody’s or both, as the case may be.

“Representative” means the trustee, agent or representative (if any) for an issue of Designated Senior Debt; provided that if, and for so long as, any Designated Senior Debt lacks such a representative, then the Representative for such Designated Senior Debt shall at all times constitute the holders of a majority in outstanding principal amount of such Designated Senior Debt.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of Loews (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of Restricted Subsidiary.

“Revolving Credit Facility” means the revolving credit facility contained in the Credit Agreement and any other facility or financing arrangement, including any refinancing, extension, renewal, refund, repayment, redemption, defeasance, retirement or issuance of other Indebtedness in exchange or replacement thereof, in whole or in part.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor to its rating business.

“Secured Debt” means any Indebtedness secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Senior Debt” means the principal of, premium, if any, and interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed or allowable claim under applicable law) on any Indebtedness of Loews, whether outstanding on the date of the Indenture or thereafter created, incurred or assumed, unless, in the case of any particular obligation, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such obligation shall not be senior in right of payment to the Notes. Without limiting the generality of the foregoing, “Senior Debt” shall also include the principal of, premium, if any, interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed or allowable claim under applicable law) on, and all other amounts owing in respect of (including guarantees of the foregoing obligations):

(1) all monetary obligations of every nature of Loews under, or with respect to, the Credit Agreement, including, without limitation, obligations to pay principal, premium and interest, reimbursement obligations under letters of credit, fees, expenses and indemnities (and guarantees thereof); and

(2) all Hedging Obligations (and guarantees thereof),

in each case whether outstanding on the date of the Indenture or thereafter incurred.

Notwithstanding the foregoing, “Senior Debt” shall not include:

(1) any Indebtedness of Loews to a Subsidiary of Loews;

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(2) Indebtedness to, or guaranteed on behalf of, any director, officer or employee of Loews or any Subsidiary of Loews (including, without limitation, amounts owed for compensation), other than guarantees under the Credit Agreement;

(3) trade payables;

(4) Indebtedness represented by Capital Stock;

(5) any liability for federal, state, local or other taxes owed or owing by Loews;

(6) that portion of any Indebtedness incurred in violation of the covenant contained under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock;”

(7) Indebtedness which, when incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to Loews; and

(8) any Indebtedness which is, by its express terms, subordinated in right of payment to any other Indebtedness of Loews.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof.

“Specified Financings” means the financings included in the Transactions and this offering of the Notes.

“Specified 50/50 JVs” means each of (a) Megabox Cineplex, (b) Yelmo Cineplex, (c) Magic Johnson Theatres, (d) Universal Cineplex Odeon Joint Venture, (e) Citywalk Big Screen Theatres Joint Venture, (f) Allied Crescent Advertising Company and (g) Loews Kaplan Cinema Associates Partnership; provided that if Loews shall cease to own at least 50% of the Equity Interests in any such joint venture, such joint venture shall cease to constitute a Specified 50/50 JV.

“Specified Foreign Asset Sale Proceeds” means an amount equal to the Specified Percentage of the net cash proceeds from the sale (in one or more related transactions) of assets of, or Equity Interests held by Loews or any of its Restricted Subsidiaries in, Grupo Cinemex, any successor entity thereof, or any of their respective direct or indirect parent holding companies or any Foreign Specified 50/50 JV or any successor entity thereof, whether by merger, consolidation or otherwise, pursuant to a Qualified Foreign Asset Sale that remain after the application of any such proceeds as follows:

First, to permanently repay (including as a result of the assumption of debt by the acquiror in a Qualified Foreign Asset Sale) Indebtedness of the entity that is the subject of the Specified Foreign Asset Sale substantially concurrently with such sale,

Second, to return to Loews and its Restricted Subsidiaries an amount equal to the fair market value (at the time when made) of any net Investments made in Grupo Cinemex, any successor entity thereof, or any of its direct or indirect parent holding companies, or any Foreign Specified 50/50 JV or any successor entity thereof, as applicable, by Loews or any Restricted Subsidiary following the date of the Indenture, and

Third, to permanently repay Indebtedness of Loews or any Restricted Subsidiary (other than Grupo Cinemex or any of its direct or indirect parent holding companies) substantially concurrently with the Qualified Foreign Asset Sale; provided, however, that such repayment shall only be effected if the sum of the amounts applied pursuant to the first and second items above are not sufficient to satisfy the conditions set forth in the definition of “Qualified Foreign Asset Sale” and then only to the extent required to satisfy such conditions.

Notwithstanding the foregoing, the Chief Financial Officer of Loews may deliver to the Trustee a certificate certifying that Loews has elected not to treat such net cash proceeds as Specified Foreign Asset Sale Proceeds

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and has not made any Restricted Payments permitted by clause (16) of the second paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments” with respect to such net cash proceeds. Immediately following the delivery of such certificate, the net cash proceeds from such Qualified Foreign Asset Sale will be deemed not to constitute Specified Foreign Asset Sale Proceeds and will be applied as provided for in the Indenture under the caption “—Repurchase at the Option of Holders—Asset Sales.”

For purposes of this definition, reference to Grupo Cinemex’s or its successor entity’s direct or indirect parent holding companies will only include any direct or indirect parent holding company of Grupo Cinemex or such successor entity whose only significant asset is its direct or indirect equity ownership of Grupo Cinemex or such successor entity.

“Specified Percentage” means 50% if the Consolidated Attributable Leverage Ratio is more than 5.5:1.0, 75% if the Consolidated Attributable Leverage Ratio is 5.5:1.0 or less but more than 4.75:1.0, and 100% if the Consolidated Attributable Leverage Ratio is 4.75:1.0 or less.

“Sponsors” means Bain Capital Partners, LLC, TC Group, L.L.C. (an Affiliate of The Carlyle Group) and Applegate and Collatos, Inc. (an Affiliate of Spectrum Equity Investors) and their respective Affiliates, but not including, however, any portfolio company of any of the Sponsors.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Stockholders Agreement” means the Stockholders Agreement dated as of July 30, 2004 among LCE Holdings, Inc., LCE Intermediate Holdings, Inc., Loews, the Permitted Holders and the other stockholders party thereto.

“Subordinated Indebtedness” means (a) with respect to Loews, any Indebtedness of Loews that is by its terms subordinated in right of payment to the Notes and (b) with respect to any Guarantor of the Notes, any Indebtedness of such Guarantor that is by its terms subordinated in right of payment to its Guarantee of the Notes.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity, of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership, joint venture, limited liability company or similar entity of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise and (y) such Person or any Wholly Owned Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

Notwithstanding that it may be accounted for on a consolidated basis in accordance with GAAP, Magic Johnson Theatres shall not be deemed to be a Subsidiary of Loews unless following the date of the Indenture Loews acquires more than 50% of the Equity Interests of Magic Johnson Theatres, which at such time Magic Johnson Theatres shall become a Subsidiary of Loews; provided that Magic Johnson Theatres shall not be deemed a Restricted Subsidiary except pursuant to the second to last sentence of the definition of Unrestricted Subsidiary.

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“Termination Fees” means the one-time payment under the Management Agreement of a termination fee to one or more of the Sponsors and their Affiliates (other than portfolio companies) in the event of either a Change of Control or the completion of a registered initial public offering of the common stock of Loews.

“Term Loan Facility” means the term loan facility (including the delayed draw term loan facility) contained in the Credit Agreement and any other facility or financing arrangement, including any refinancing, extension, renewal, refund, repayment, redemption, defeasance, retirement or issuance of other Indebtedness in exchange or replacement thereof, in whole or in part.

“Transactions” means the transactions contemplated by (i) the Purchase Agreement, (ii) the Credit Agreement and (iii) this offering of the Notes.

“Treasury Rate” means, as of the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to August 1, 2009; provided, however, that if the period from such redemption date to August 1, 2009 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Unrestricted Subsidiary” means (i) any Subsidiary of Loews that at the time of determination is an Unrestricted Subsidiary (as designated by the Board of Directors of Loews, as provided below) and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of Loews may designate any Subsidiary of Loews (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Loews or any Subsidiary of Loews (other than any Subsidiary of the Subsidiary to be so designated); provided that (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other equity interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by Loews, (b) such designation complies with the covenant contained under the caption “—Certain Covenants—Restricted Payments” and (c) each of (I) the Subsidiary to be so designated and (II) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Loews or any Restricted Subsidiary. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default or Event of Default shall have occurred and (1) Loews could incur $1.00 of additional Indebtedness pursuant to the Attributable Fixed Charge Coverage Ratio test described under the first paragraph of “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock,” or (2) the Attributable Fixed Charge Coverage Ratio for Loews and its Restricted Subsidiaries would be greater than such ratio for Loews and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation. Any such designation by the Board of Directors shall be notified by Loews to the Trustee by promptly filing with the Trustee a copy of the board resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Dollar Equivalent” means with respect to any monetary amount in a currency other than U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as published in The Wall Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two business days prior to such determination.

Except as described under “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”, whenever it is necessary to determine whether Loews has complied with any covenant in the Indenture or

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a Default has occurred and an amount is expressed in a currency other than U.S. dollars, such amount will be treated as the U.S. Dollar Equivalent determined as of the date such amount is initially determined in such currency.

“U.S. Government Securities” means securities that are

(a) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or

(b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Securities or a specific payment of principal of or interest on any such U.S. Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Securities or the specific payment of principal of or interest on the U.S. Government Securities evidenced by such depository receipt.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

“Wholly Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares and shares issued to foreign nationals under applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person.

“Yelmo Cineplex” means Yelmo Cineplex S.L., a Spanish joint venture 50% of the Equity Interests in which are indirectly owned by Loews on the date of the Indenture.

Book-Entry, Delivery and Form

Except as set forth below, Notes will be issued in registered, global form in minimum denominations of $1,000 and integral multiples of $1,000 in excess of $1,000. Notes will be issued at the closing of this offering only against payment in immediately available funds. The Notes initially will be represented by one or more notes in registered, global form without interest coupons (the “Global Notes”). The Global Notes will be deposited upon issuance with the Trustee as custodian for The Depository Trust Company (“DTC”), in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below.

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Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for Notes in certificated form except in the limited circumstances described below. See “—Exchange of Global Notes for Certificated Notes”. Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of Notes in certificated form.

Depository Procedures

The following description of the operations and procedures of DTC is provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We take no responsibility for these operations and procedures and urge investors to contact the system or their participants directly to discuss these matters.

DTC has advised us that DTC is a limited-purpose trust company organized under the laws of the State of New York, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participating organizations (collectively, the “participants”) and to facilitate the clearance and settlement of transactions in those securities between participants through electronic book-entry changes in accounts of its participants. The participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly (collectively, the “indirect participants”). Persons who are not participants may beneficially own securities held by or on behalf of DTC only through the participants or the indirect participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the participants and indirect participants.

DTC has also advised us that, pursuant to procedures established by it:

(1) upon deposit of the Global Notes, DTC will credit the accounts of participants designated by the initial purchasers with portions of the principal amount of the Global Notes; and

(2) ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the participants) or by the participants and the indirect participants (with respect to other owners of beneficial interests in the Global Notes).

Investors in the Global Notes who are participants in DTC’s system may hold their interests therein directly through DTC. Investors in the Global Notes who are not participants may hold their interests therein indirectly through organizations which are participants in such system. All interests in a Global Note may be subject to the procedures and requirements of DTC. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of participants, which in turn act on behalf of indirect participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of an interest in the Global Notes will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be considered the registered owners or “holders” thereof under the Indenture for any purpose.

Payments in respect of the principal of, and interest and premium and additional interest, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder

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under the Indenture. Under the terms of the Indenture, Loews and the Trustee will treat the Persons in whose names the notes, including the Global Notes, are registered as the owners of the Notes for the purpose of receiving payments and for all other purposes. Consequently, neither Loews, the Trustee nor any agent of Loews or the Trustee has or will have any responsibility or liability for:

(1) any aspect of DTC’s records or any participant’s or indirect participant’s records relating to or payments made on account of Beneficial Ownership interests in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any participant’s or indirect participant’s records relating to the Beneficial Ownership interests in the Global Notes; or

(2) any other matter relating to the actions and practices of DTC or any of its participants or indirect participants.

DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the Notes (including principal and interest), is to credit the accounts of the relevant participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant participant is credited with an amount proportionate to its Beneficial Ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the participants and the indirect participants to the Beneficial Owners of Notes will be governed by standing instructions and customary practices and will be the responsibility of the participants or the indirect participants and will not be the responsibility of DTC, the Trustee or Loews. Neither Loews nor the Trustee will be liable for any delay by DTC or any of its participants in identifying the Beneficial Owners of the Notes, and Loews and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Subject to the transfer restrictions set forth under “Transfer Restrictions”, transfers between participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds.

DTC has advised Loews that it will take any action permitted to be taken by a holder of Notes only at the direction of one or more participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the Notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the Notes, DTC reserves the right to exchange the Global Notes for legended Notes in certificated form, and to distribute such Notes to its participants.

Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in the Global Notes among participants, it is under no obligation to perform such procedures, and such procedures may be discontinued or changed at any time. Neither Loews nor the Trustee nor any of their respective agents will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

A Global Note is exchangeable for Certificated Notes if:

(1) DTC (A) notifies Loews that it is unwilling or unable to continue as depositary for the Global Notes or (B) has ceased to be a clearing agency registered under the Exchange Act and, in each case, a successor depositary is not appointed;

(2) Loews, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Certificated Notes; or

(3) there has occurred and is continuing a Default with respect to the Notes.

In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the Indenture. In all cases, Certificated

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Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures) and will bear the applicable restrictive legend referred to in “Transfer Restrictions”, unless that legend is not required by applicable law.

Exchange of Certificated Notes for Global Notes

Certificated Notes may not be exchanged for beneficial interests in any Global Note unless the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such Notes. See “Transfer Restrictions”.

Same Day Settlement and Payment

Loews will make payments in respect of the Notes represented by the Global Notes (including principal, premium, if any, interest and additional interest, if any) by wire transfer of immediately available funds to the accounts specified by the Global Note holder. Loews will make all payments of principal, interest and premium and additional interest, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such holder’s registered address. The Notes represented by the Global Notes are expected to be eligible to trade in the PORTAL market and to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. Loews expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following discussion is a summary of the material United States federal income tax consequences relevant to the exchange of the outstanding notes for the exchange notes pursuant to the exchange offer and the ownership and disposition of the notes, but does not purport to be a complete analysis of all potential tax effects. The discussion is based upon the United States Internal Revenue Code of 1986, as amended, or the Code, United States Treasury Regulations issued thereunder, Internal Revenue Service rulings and pronouncements and judicial decisions now in effect, all of which are subject to change at any time. Any such change may be applied retroactively in a manner that could adversely affect a holder of the notes and the continued validity of this summary. This discussion does not address all of the United States federal income tax consequences that may be relevant to a holder in light of such holder’s particular circumstances or to holders subject to special rules, such as certain financial institutions, United States expatriates, insurance companies, dealers in securities or currencies, traders in securities, holders whose functional currency is not the U.S. Dollar, tax-exempt organizations and persons holding the notes as part of a “straddle,” “hedge,” “constructive sale,” “conversion transaction” or other integrated transaction within the meaning of Section 1.1275-6 of the United States Treasury Regulations. Moreover, except as expressly provided below in the discussion of certain estate tax consequences to non-U.S. holders, it is limited to United States federal income tax consequences and it does not discuss the effect of any other federal tax laws (i.e., estate and gift tax), or of any applicable state, local or foreign tax laws. The discussion deals only with notes held as “capital assets” within the meaning of Section 1221 of the Code.

As used herein, “United States Holder” means a beneficial owner of the notes who or that is:

• an individual that is a citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the “substantial presence” test under Section 7701(b) of the Code,

• a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States or any state thereof or the District of Columbia,

• an estate, the income of which is subject to United States federal income tax regardless of its source, or

• a trust, if a United States court can exercise primary supervision over the administration of the trust and one or more United States persons can control all substantial trust decisions, or, if a valid election is in place to treat the trust as a United States person

We have not sought and will not seek any rulings from the Internal Revenue Service, or the IRS, with respect to the matters discussed below. There can be no assurance that the IRS will not take a different position concerning the tax consequences of the exchange of the outstanding notes for the exchange notes pursuant to the exchange offer or the ownership or disposition of the notes or that any such position would not be sustained.

If a partnership or other entity taxable as a partnership holds the notes, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Such partner should consult its tax advisor as to the tax consequences of the partnership owning and disposing of the notes.

PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH REGARD TO THE APPLICATION OF THE TAX CONSEQUENCES DISCUSSED BELOW TO THEIR PARTICULAR SITUATIONS AS WELL AS THE APPLICATION OF ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS, INCLUDING GIFT AND ESTATE TAX LAWS.

The Exchange

The exchange of the outstanding notes for the exchange notes in the exchange offer will not be treated as a taxable exchange for federal income tax purposes. Accordingly, the exchange of the outstanding notes for the exchange notes will not result in recognition of gain or loss to holders for federal income tax purposes. Moreover, the exchange notes will have the same tax attributes as the outstanding notes including without

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limitation, the same issue price, adjusted issue price, adjusted tax basis and holding period. Accordingly, references to “notes” apply equally to the exchange notes and the outstanding notes.

United States Holders

Interest

Payments of stated interest on the notes generally will be taxable to a United States Holder as ordinary income at the time that such payments are received or accrued, in accordance with such United States Holder’s method of tax accounting.

In certain circumstances we may be obligated to pay amounts in excess of stated interest or principal on the notes. According to United States Treasury Regulations, the possibility that any such payments in excess of stated interest or principal will be made will not affect the amount of interest income a United States Holder recognizes if there is only a remote chance as of the date the notes were issued that such payments will be made. We believe that the likelihood that we will be obligated to make any such payments is remote. Therefore, we do not intend to treat the potential payment of a premium pursuant to the change of control provisions as part of the yield to maturity of any notes. Our determination that these contingencies are remote is binding on a United States Holder unless such holder discloses its contrary position in the manner required by applicable Unites States Treasury Regulations. The IRS, however, may take a different position, which could affect the amount and timing of income that a United States Holder must recognize.

We have the option to repurchase the notes under certain circumstances at a premium to the issue price. Under special rules governing this type of unconditional option, because the exercise of the option would increase the yield on the notes, we will be deemed not to exercise the option, and the possibility of this redemption premium will not affect the amount of income recognized by holders in advance of receipt of any such redemption premium.

Sale or Other Taxable Disposition of the Notes

A United States Holder will recognize gain or loss on the sale, exchange (other than for exchange notes pursuant to the exchange offer, as discussed above, or a tax-free transaction), redemption, retirement or other taxable disposition of a note equal to the difference between the amount realized upon the disposition (less a portion allocable to any accrued and unpaid interest, which will be taxable as ordinary income if not previously included in such holder’s income) and the United States Holder’s adjusted tax basis in the note. A United States Holder’s adjusted basis in a note generally will be the United States Holder’s cost therefor (plus accrued market discount, if any, if a United States Holder elected to include such market discount in income) less any principal payments received by such holder (and less any amortizable bond premium such holder has applied to reduce interest on the note). Subject to the discussion of market discount below, this gain or loss generally will be a capital gain or loss and will be a long-term capital gain or loss if the United States Holder has held the note for more than one year. Otherwise, such gain or loss will be a short-term capital gain or loss. The deductibility of capital losses is subject to limitation.

Market Discount and Bond Premium

If a United States Holder has purchased the notes for an amount less than their adjusted issue price, the difference is treated as market discount. Subject to a de minimis exception, gain realized on the maturity, sale, exchange, redemption, retirement or other taxable disposition of a market discount note will be treated as ordinary income to the extent of any accrued market discount not previously recognized (including, in the case of an exchange note, any market discount accrued on the outstanding note for which such exchange note was exchanged). Unless a United States Holder elects to accrue market discount under a constant yield method, any market discount will be considered to accrue ratably during the period from the date of acquisition of a note (including, in the case of an exchange note exchanged for an outstanding note, the date of the acquisition of the outstanding note) to the maturity date.

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A United States Holder may elect to include market discount in income currently as it accrues, either ratably or on a constant yield method. In that case, such holder’s tax basis in its notes will increase by such income inclusions. An election to include market discount in income currently, once made, will apply to all market discount obligations acquired by such holder during the taxable year of the election and thereafter, and may not be revoked without consent of the IRS.

If a United States Holder does not make such an election, in general, all or a portion of its interest expense on any indebtedness incurred or continued in order to purchase or carry notes (including, in the case of an exchange note, the interest expense on any indebtedness incurred or continued in order to purchase or carry the outstanding note for which such exchange note was exchanged) may be deferred until maturity or certain earlier dispositions.

If a United States Holder has purchased the notes for an amount greater than their face value, such holder will have purchased such notes with amortizable bond premium. Such holder generally may elect to amortize that premium from the purchase date to the maturity date of the notes under the constant yield method. Amortizable premium generally may be deducted against interest income on the outstanding note or the exchange note (including, in the case of an exchange note, the income on the outstanding note for which such exchange note was exchanged) and generally may not be deducted against other income. A United States Holder’s basis in a note will be reduced by any premium amortization deductions. An election to amortize premium on a constant yield method, once made, generally applies to all debt obligations held or subsequently acquired by such holder during the taxable year of the election and thereafter, and may not be revoked without IRS consent.

The rules regarding market discount and bond premium are complex. Prospective investors should consult their own tax advisors regarding market discount and bond premium rules.

Information Reporting and Backup Withholding

Pursuant to IRS tax rules, if a United Stated Holder holds the notes through a broker or other securities intermediary, the intermediary must provide information to the IRS and to the holder on IRS Form 1099 concerning interest and retirement proceeds on the notes, unless an exemption applies. Similarly, unless an exemption applies, a United States Holder must provide the intermediary or us with its Taxpayer Identification Number, or TIN, for use in reporting information to the IRS. For individuals, this is their social security number. A United States Holder is also required to comply with other IRS requirements concerning information reporting, including a certification that the holder is not subject to backup withholding and is a U.S. person.

If a United States Holder is subject to these requirements but does not comply, the intermediary must withhold a percentage of all amounts payable to the holder on the notes, including principal payments. Under current law, this percentage will be 28% through 2010, and (absent new legislation) 31% thereafter. This is called backup withholding. Backup withholding may also apply if we are notified by the IRS that such withholding is required or that the TIN provided by the holder is incorrect. Backup withholding is not an additional tax and taxpayers may use the withheld amounts, if any, as a credit against their federal income tax liability or may claim a refund as long as they timely provide certain information to the IRS.

All individuals are subject to these requirements. Some non-individual holders, including all corporations, tax-exempt organizations and individual retirement accounts, are exempt from these requirements.

Non-United States Holders

Definition of Non-United States Holders

A non-United States Holder is a beneficial owner of the notes who is not a United States Holder.

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Interest Payments

Subject to the discussion below concerning effectively connected income and backup withholding, payments of interest on the notes by us or any paying agent to a non-United States Holder will not be subject to United States federal withholding tax, provided that the holder satisfies one of two tests.

The first test (the “portfolio interest” test) is satisfied if:

• such holder does not, actually or constructively, directly or indirectly, own 10% or more of the total combined voting power of all of our classes of stock entitled to vote;

• such holder is not a controlled foreign corporation (within the meaning of the Code) that is related, directly or indirectly, to us through stock ownership;

• such holder is not a bank that received such notes on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; and

• either (1) the non-United States Holder certifies to us or our paying agent on IRS Form W-8BEN (or appropriate substitute form) under penalties of perjury, that the holder is not a U.S. person, or (2) a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business and holds the notes on behalf of the non-United States Holder certifies to us or our paying agent under penalties of perjury that it has received from the non-United States Holder a statement, under penalties of perjury, that such holder is not a “United States person” and provides us or our paying agent with a copy of such statement or (3) the non-United States Holder holds its notes through a “qualified intermediary” and certain conditions are satisfied.

The second test is satisfied if the non-United States Holder is entitled to the benefits of an income tax treaty between the United States and the non-United States Holder’s country of residence under which such interest is exempt from United States federal withholding tax, and such holder or its agent provides to us a properly completed and executed IRS Form W-8BEN (or an appropriate substitute form evidencing eligibility for the exemption) or such non-United States Holder holds its notes through a “qualified intermediary” to whom evidence of treaty benefits was provided.

Payments of interest on the notes that do not meet the above-described requirements will be subject to a United States federal income tax of 30% (or such lower rate provided by an applicable income tax treaty if the holder establishes that it qualifies to receive the benefits of such treaty) collected by means of withholding. Non-United States Holders who acquired notes with bond premium should see their tax advisors regarding the application of the bond premium rules.

The certification requirements described in this section “Non-United States Holders” may require a non-United States Holder that provides an IRS form, or that claims the benefits of an income tax treaty, to also provide its United States taxpayer identification number.

Sale, Exchange or Retirement of the Notes

The exchange of notes for exchange notes will not be a taxable event. Subject to the discussion below concerning effectively connected income and backup withholding, non-United States Holders will not be subject to United States federal income tax on any gain recognized on any other sale, exchange, redemption or retirement of the notes unless the holder is an individual, the holder is present in the United States for at least 183 days during the year in which it disposes of the notes, and other conditions are satisfied.

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Effectively Connected Income

The preceding discussion assumes that the interest and gain received by a non-United States Holder is not effectively connected with the conduct by such holder of a trade or business in the United States. If a non-United States Holder is engaged in a trade or business in the United States and the holder’s investment in a note is effectively connected with such trade or business:

• Such holder will be exempt from the 30% withholding tax on the interest (provided a certification requirement, generally on IRS Form W-8ECI, is met) and will instead generally be subject to regular United States federal income tax on any interest and gain with respect to the notes in the same manner as if it were a United States Holder.

• If such holder is a foreign corporation, the holder may also be subject to an additional branch profits tax of 30% or such lower rate provided by an applicable income tax treaty if the holder establishes that it qualifies to receive the benefits of such treaty.

• If such holder is eligible for the benefits of a tax treaty, any effectively connected income or gain will generally be subject to United States federal income tax only if it is also attributable to a permanent establishment maintained by the holder in the United States.

Information Reporting and Backup Withholding

United States rules concerning information reporting and backup withholding applicable to a non-United States Holder are as follows:

• Interest payments received by the holder will be automatically exempt from the usual backup withholding rules if such payments are subject to the 30% withholding tax on interest or if they are exempt from that tax by application of a tax treaty or the “portfolio interest” exception. The exemption does not apply if the withholding agent or an intermediary knows or has reason to know that the holder should be subject to the usual information reporting or backup withholding rules. In addition, information reporting may still apply to payments of interest (on Form 1042-S) even if certification is provided and the interest is exempt from the 30% withholding tax.

• Sale proceeds received by the holder on a sale of their notes through a broker may be subject to information reporting and/or backup withholding if the holder is not eligible for an exemption, or does not provide the certification described above. In particular, information reporting and backup withholding may apply if the holder uses the United States office of a broker, and information reporting (but generally not backup withholding) may apply if the holder uses a foreign office of a broker that has certain connections to the United States.

• We suggest that non-United States Holders consult their tax advisors concerning the application of information reporting and backup withholding rules.

United States Federal Estate Tax

A note held or beneficially owned by an individual who, for estate tax purposes, is not a citizen or resident of the United States at the time of death will not be includable in the decedent’s gross estate for United States estate tax purposes provided that (i) such holder or beneficial owner did not at the time of death actually or constructively own 10% or more of the combined voting power of all classes of our stock entitled to vote, and (ii) at the time of death, payments with respect to such note would not have been effectively connected with the conduct by such holder of a trade or business in the United States. In addition, the United States estate tax may not apply with respect to such note under the terms of an applicable estate tax treaty. The estate tax does not apply for 2010 but (absent new legislation) is reinstated thereafter.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer which requests it in the letter of transmittal, for use in any such resale. In addition, until                     , 200    , all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver, and by delivering, a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the effective date of the exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers and will indemnify the holders of the outstanding notes (including any broker-dealers) against certain types of liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

Certain legal matters in connection with this offering will be passed upon for us by Ropes & Gray LLP. Some partners of Ropes & Gray LLP are members in RGIP LLC, which is an investor in certain investment funds affiliated with Bain Capital and often a co-investor with such funds.

EXPERTS

The consolidated financial statements as of December 31, 2004 and for the five-month period then ended and the combined consolidated financial statements as of December 31, 2003 and for the seven-month period ended July 31, 2004, the year ended December 31, 2003 and the nine-month period ended December 31, 2002 included in this prospectus have been so included in reliance on the reports of PricewaterhouseCoopers LLP (which report for the periods ended July 31, 2004 contains an explanatory paragraph referring to our adoption of FIN 46(R) as discussed in Note 4 to those financial statements), an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have agreed that, whether or not we are required to do so by the rules and regulations of the SEC, for so long as any of the notes remain outstanding, we will furnish to the Trustee and to Cede & Co., the nominee of DTC and the holder of the notes, (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Form 10-Q and Form 10-K if we were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by our independent accountants and (ii) all reports that would be required to be filed with the SEC on Form 8-K if we were required to file such reports. We have satisfied our obligation to furnish this information required to be filed prior to the date of filing of the registration statement of which this prospectus is a part, and we may satisfy our obligations to provide information to the Trustee and to Cede & Co., the nominee of DTC and the holder of the notes, at any time by filing such information with the SEC.

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LOEWS CINEPLEX ENTERTAINMENT CORPORATION

INDEX

Financial Statements
Reports of Independent Registered Public Accounting Firm	F-2
Combined Consolidated Balance Sheet at December 31, 2003 (Predecessor Company) and December 31, 2004 (Successor Company)	F-4
Combined Consolidated Statement of Operations for the period from April 1, 2002 to December 31, 2002 (Predecessor Company), the year ended December 31, 2003 (Predecessor Company), the period from January 1, 2004 to July 31, 2004 (Predecessor Company) and the period from August 1, 2004 to December 31, 2004 (Successor Company)	F-5
Combined Consolidated Statement of Changes in Stockholders’ Equity for the period from April 1, 2002 to December 31, 2002 (Predecessor Company), the year ended December 31, 2003 (Predecessor Company), the period from January 1, 2004 to July 31, 2004 (Predecessor Company) and the period from August 1, 2004 to December 31, 2004 (Successor Company)	F-6
Combined Consolidated Statement of Cash Flows for the period from April 1, 2002 to December 31, 2002 (Predecessor Company), the year ended December 31, 2003 (Predecessor Company), the period from January 1, 2004 to July 31, 2004 (Predecessor Company) and the period from August 1, 2004 to December 31, 2004 (Successor Company)	F-8
Notes to Combined Consolidated Financial Statements	F-9

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Loews Cineplex Entertainment Corporation:

In our opinion, the accompanying combined consolidated balance sheet and the related combined consolidated statements of operations, changes in stockholders’ equity and cash flows present fairly, in all material respects, the financial position of Loews Cineplex Entertainment Corporation and its subsidiaries and Grupo Cinemex, S.A. de C.V. and its subsidiaries (collectively, the “Predecessor Company”) at December 31, 2003 and the results of their combined operations and their cash flows for the seven months ended July 31, 2004, the year ended December 31, 2003 and the nine months ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Predecessor Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 4, the Predecessor Company adopted the provisions of Financial Accounting Standards Board Interpretation No. 46R, “Consolidation of Variable Interest Entities—an Interpretation of ARB No. 51 (revised December 2003)” during the year ended December 31, 2003 with retroactive application for all periods presented.

/s/ PRICEWATERHOUSECOOPERS LLP

New York, New York

April 15, 2005

F-2

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Loews Cineplex Entertainment Corporation:

In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of operations, changes in stockholders’ equity and cash flows present fairly, in all material respects, the financial position of Loews Cineplex Entertainment Corporation and its subsidiaries (the “Successor Company”) at December 31, 2004 and the results of their operations and their cash flows for the five months ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Successor Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

/s/ PRICEWATERHOUSECOOPERS LLP

New York, New York

April 15, 2005

F-3

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

COMBINED CONSOLIDATED BALANCE SHEET

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE DATA)

	Combined Consolidated Predecessor			Consolidated Successor
	December 31, 2003			December 31, 2004
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	139,425		$	71,015
Accounts and other receivables		31,023			34,284
Prepaid rent		9,775			9,924
Inventories		3,965			3,981
Assets held for sale		2,528			2,408
Prepaid expenses and other current assets		7,341			11,316
Current assets of discontinued operations		64,251			—
TOTAL CURRENT ASSETS		258,308			132,928
PROPERTY, EQUIPMENT AND LEASEHOLDS, NET		652,538			732,156
OTHER ASSETS
Investments in and advances to partnerships		115,612			115,577
Goodwill		200,043			550,536
Other intangible assets, net		114,509			164,483
Deferred charges and other assets		30,313			56,278
Long-term assets of discontinued operations		225,996			—
TOTAL ASSETS	$	1,597,319		$	1,751,958
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	136,667		$	133,800
Deferred revenue		31,804			33,538
Current maturities of long-term debt		23,478			6,401
Current portion of capital leases		964			1,044
Current liabilities of discontinued operations		45,882			—
TOTAL CURRENT LIABILITIES		238,795			174,783
LONG-TERM DEBT		406,387			1,031,506
LONG-TERM CAPITAL LEASE OBLIGATIONS		21,285			26,989
ACCRUED PENSION AND POST-RETIREMENT BENEFITS		7,733			12,125
OTHER LIABILITIES		36,261			101,165
LONG-TERM LIABILITIES OF DISCONTINUED OPERATIONS		203,474			—
TOTAL LIABILITIES		913,935			1,346,568
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Predecessor Company
LOEWS CINEPLEX ENTERTAINMENT CORPORATION
Common stock-class A voting ($.01 par value, 250,000 shares authorized; 48,000 shares issued and outstanding at December 31, 2003)		—			—
Common stock-class B voting ($.01 par value, 100,000 shares authorized 70,295 shares issued and outstanding at December 31, 2003)		1			—
GRUPO CINEMEX
Series P convertible preferred stock (no par value, 3,165,555 shares authorized, issued and outstanding at December 31, 2003)		58,064			—
Series B common stock (no par value, 209,773 shares authorized, issued and outstanding at December 31, 2003)		1,024			—
Successor Company
Common stock voting ($0.01 par value, 3,000 shares authorized; 1,000 shares issued and outstanding at December 31, 2004)		—			—
Additional paid-in capital		540,169			421,671
Accumulated other comprehensive income/(loss)		(24,927	)		6,577
Retained earnings/(deficit)		109,053			(22,858	)
TOTAL STOCKHOLDERS’ EQUITY		683,384			405,390
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,597,319		$	1,751,958

The accompanying notes are an integral part of these combined consolidated financial statements.

F-4

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

COMBINED CONSOLIDATED STATEMENT OF OPERATIONS

(IN THOUSANDS OF U.S. DOLLARS)

	Combined Consolidated Predecessor									Consolidated Successor
	Period from April 1 to December 31, 2002			For the Year Ended December 31, 2003			Period from January 1 to July 31, 2004			Period from August 1 to December 31, 2004
REVENUES
Box office	$	475,505		$	628,643		$	384,814		$	237,545
Concession		192,353			253,406			156,646			94,884
Other		36,657			46,189			25,820			23,609
Total operating revenues		704,515			928,238			567,280			356,038
EXPENSES
Theatre operations and other expenses		517,017			681,493			404,674			264,608
Cost of concessions		27,574			35,460			23,365			13,948
General and administrative		55,942			60,099			43,334			20,934
Depreciation and amortization		50,746			80,940			49,623			45,771
Loss/(gain) on sale/disposal of theatres		733			(4,508	)		(3,734	)		1,430
Total operating expenses		652,012			853,484			517,262			346,691
INCOME FROM OPERATIONS		52,503			74,754			50,018			9,347
Interest expense, net		30,613			35,262			16,663			36,005
Loss on early extinguishment of debt		—			—			6,856			882
Equity (income)/loss in long-term investments		(1,499	)		1,485			(933	)		(1,438	)
INCOME/(LOSS) BEFORE INCOME TAXES, DISCONTINUED OPERATIONS AND CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE		23,389			38,007			27,432			(26,102	)
Income tax expense/(benefit)		8,033			15,339			12,886			(3,244	)
INCOME/(LOSS) BEFORE DISCONTINUED OPERATIONS AND CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE		15,356			22,668			14,546			(22,858	)
Discontinued operations, net of tax of $4,687, $26,592 and $4,720, respectively		10,846			56,183			7,417			—
Cumulative effect of a change in accounting principle, net of tax of $0		4,000			—			—			—
NET INCOME/(LOSS)	$	30,202		$	78,851		$	21,963		$	(22,858	)

The accompanying notes are an integral part of these combined consolidated financial statements.

F-5

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

COMBINED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE DATA)

	Grupo Cinemex						Loews Cineplex Entertainment Corporation
	Series P Convertible Preferred Shares	Amount		Series B Common Shares	Amount		Class A Voting	Amount		Class B Voting	Amount		Accumulated Other Comprehensive Loss			Additional Paid-in Capital			Retained Earnings		Total Stockholders’ Equity
Predecessor Company
Balance at March 31, 2002	—	$	—	—	$	—	40,000	$	—	60,000	$	1	$	—		$	334,999		$	—	$	335,000
Foreign currency translation adjustment	—		—	—		—	—		—	—		—		(20,743	)		—			—		(20,743	)
Minimum pension liability adjustment	—		—	—		—	—		—	—		—		(1,900	)		—			—		(1,900	)
Net income for the nine months ended December 31, 2002	—		—	—		—	—		—	—		—		—			—			30,202		30,202
Comprehensive income	—		—	—		—	—		—	—		—		—			—			—		7,559
Purchase of additional 49% of Loeks-Star Theatres as of April 2, 2002	—		—	—		—	4,784		—	6,707		—		—			39,812			—		39,812
Combination of Grupo Cinemex Theatres as of June 19, 2002	3,165,555		58,064	209,773		1,024	—		—	—		—		—			166,639			—		225,727
Return of capital to Grupo Cinemex stockholders	—		—	—		—	—		—	—		—		—			(24,549	)		—		(24,549	)
Sale of common stock to directors and employees	—		—	—		—	657		—	—		—		—			2,200			—		2,200
Capital contribution	—		—	—		—	2,559		—	3,588		—		—			20,592			—		20,592
Balance as of December 31, 2002	3,165,555	$	58,064	209,773	$	1,024	48,000	$	-	70,295	$	1	$	(22,643	)	$	539,693		$	30,202	$	606,341
Foreign currency translation adjustment	—		—	—		—	—		—	—		—		1,391			—			—		1,391
Unrealized loss on interest rate swap contracts	—		—	—		—	—		—	—		—		(2,396	)		—			—		(2,396	)
Minimum pension liability adjustment	—		—	—		—	—		—	—		—		(1,279	)		—			—		(1,279	)
Net income for the year ended December 31, 2003	—		—	—		—	—		—	—		—		—			—			78,851		78,851
Comprehensive income	—		—	—		—	—		—	—		—		—			—			—		76,567
Purchase of additional 1% interest in Loeks-Star Theatres	—		—	—		—	—		—	—		—		—			476			—		476
Balance as of December 31, 2003	3,165,555	$	58,064	209,773	$	1,024	48,000	$	-	70,295	$	1	$	(24,927	)	$	540,169		$	109,053	$	683,384
Foreign currency translation adjustment	—		—	—		—	—		—	—		—		(9,949	)		—			—		(9,949	)
Unrealized loss on interest rate swap contracts	—		—	—		—	—		—	—		—		(257	)		—			—		(257	)
Net income for the seven months ended July 31, 2004	—		—	—		—	—		—	—		—		—			—			21,963		21,963
Comprehensive income	—		—	—		—	—		—	—		—		—			—			—		11,757
Sale of Canada and Germany to former investors	—		—	—		—	—		—	—		—		(7,288	)		172,057			—		164,769
Balance as of July 31, 2004	3,165,555	$	58,064	209,773	$	1,024	48,000	$	—	70,295	$	1	$	(42,421	)	$	712,226		$	131,016	$	859,910

The accompanying notes are an integral part of these combined consolidated financial statements.

F-6

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

COMBINED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE DATA)

	Grupo Cinemex										Loews Cineplex Entertainment Corporation
	Series P Convertible Preferred Shares		Amount			Series B Common Shares		Amount			Class A Voting		Amount		Class B Voting		Amount			Common Stock	Amount		Accumulated Other Comprehensive Income/(Loss)			Additional Paid-In Capital			Retained Earnings			Total Stockholders’ Equity
Successor Company
Balance as of July 31, 2004	3,165,555		$	58,064		209,773		$	1,024		48,000		$	—	70,295		$	1		—	$	—	$	(42,421	)	$	712,226		$	131,016		$	859,910
Merger with Loews Acquisition Corp.:
Cancellation of Loews Cineplex Entertainment common stock	—			—		—			—		(48,000	)		—	(70,295	)		(1	)	—		—		1,280			(570,136	)		(127,056	)		(695,913	)
Reissuance of Loews Cineplex Entertainment common stock	—			—		—			—		—			—	—			—		1,000		—		—			421,671			—			421,671
Impact of acquisition of Grupo Cinemex	(3,165,555	)		(58,064	)	(209,773	)		(1,024	)	—			—	—			—		—		—		41,141			(142,090	)		(3,960	)		(163,997	)
Foreign currency translation adjustment	—			—		—			—		—			—	—			—		—		—		3,705			—			—			3,705
Unrealized income on interest rate swap contracts	—			—		—			—		—			—	—			—		—		—		2,872			—			—			2,872
Net loss for the five months ended December 31, 2004	—			—		—			—		—			—	—			—		—		—		—			—			(22,858	)		(22,858	)
Comprehensive loss	—			—		—			—		—			—	—			—		—		—		—			—			—			(16,281	)
Balance as of December 31, 2004	—		$	—		—		$	—		—		$	—	—		$	—		1,000	$	—	$	6,577		$	421,671		$	(22,858	)	$	405,390

The accompanying notes are an integral part of these combined consolidated financial statements.

F-7

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

COMBINED CONSOLIDATED STATEMENT OF CASH FLOWS

(IN THOUSANDS OF U.S. DOLLARS)

	Combined Consolidated Predecessor									Consolidated Successor
	Period from April 1 to December 31, 2002			For the Year Ended December 31, 2003			Period from January 1 to July 31, 2004			Period from August 1 to December 31, 2004
OPERATING ACTIVITIES
Net income/(loss)	$	30,202		$	78,851		$	21,963		$	(22,858	)
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Gain from discontinued operations		(10,846	)		(56,183	)		(7,417	)		—
Cumulative effect of a change in accounting principle		(4,000	)		—			—			—
Depreciation and amortization		50,746			80,940			49,623			45,771
Loss/(gain) on sale/disposal of theatres		733			(4,508	)		(3,734	)		1,430
Loss on early extinguishment of debt		—			—			6,856			882
Amortization of debt issuance costs		2,185			1,908			1,862			7,916
Equity (income)/loss from long-term investments		(1,499	)		1,485			(933	)		(1,438	)
Deferred income taxes		2,838			10,027			7,503			381
Reorganization costs paid during the period		(20,278	)		(3,210	)		(522	)		(352	)
Restructuring costs paid during the period		(9,817	)		(3,065	)		(13	)		(17	)
Change in restricted cash		12,784			11,630			—			—
Dividends paid to redeemable preferred stockholders		(12,784	)		(11,630	)		—			—
Changes in operating assets and liabilities, exclusive of acquired businesses:
Decrease/(increase) in accounts receivable		6,106			(8,156	)		(1,621	)		(1,640	)
Increase/(decrease) in accounts payable and accrued expenses		15,899			(6,131	)		8,724			5,425
Changes in other operating assets and liabilities, net		2,078			(2,999	)		(7,065	)		2,597
Net Cash Provided by Operating Activities		64,347			88,959			75,226			38,097
INVESTING ACTIVITIES
Payment of purchase price to former shareholders		—			—			—			(1,305,861	)
Proceeds from sale of Cineplex Odeon Canada		—			—			205,861			—
Proceeds from sale of assets		5,245			13,738			7,449			2,350
Investment in/advances to partnerships, net		(20,592	)		(4,069	)		(2,370	)		—
Unrestricted cash from acquisitions		16,227			—			—			—
Payments made related to preacquisition contingencies		(3,459	)		—			—			(3,161	)
Capital expenditures		(31,478	)		(40,895	)		(36,638	)		(17,205	)
Net Cash Provided by/(Used in) Investing Activities		(34,057	)		(31,226	)		174,302			(1,323,877	)
FINANCING ACTIVITIES
Equity contributions		22,792			476			—			421,671
Return of capital from Cineplex Galaxy		—			163,462			—			—
Return of capital to our former investors		(24,549	)		—			—			—
Proceeds from revolving credit facility		—			15,000			—			7,250
Repayments of revolving credit facilities		—			(15,000	)		—			(7,250	)
Proceeds from U.S. Term B Facility		—			—			—			630,000
Repayments of U.S. Term B facility		—			—			—			(1,575	)
Proceeds from issuance of senior subordinated notes		—			—			—			315,000
Proceeds from Grupo Cinemex Term Loan		—			—			—			90,000
Borrowings under Grupo Cinemex Credit Facilities		95,792			—			—			—
Repayments under Grupo Cinemex Credit Facilities		(71,300	)		—			—			(87,682	)
Repayments on Term Loan Agreement		(3,750	)		(118,868	)		(214,979	)		(92,335	)
Repayments under Priority Secured Credit Agreement		(262	)		(3,688	)		(2,400	)		(28,650	)
Repayment of Loeks-Star Theatres revolving credit line		(4,322	)		(50,778	)		—			—
Payment of Transaction related expenses		—			—			—			(17,365	)
Debt issuance costs		—			(1,757	)		—			(41,556	)
Repayment of mortgage and capital leases		(4,090	)		(961	)		(605	)		(448	)
Net Cash Provided by/(Used in) Financing Activities		10,311			(12,114	)		(217,984	)		1,187,060
Effect of exchange rate changes on cash and cash equivalents		(1,722	)		(1,837	)		(544	)		(690	)
Increase/(decrease) in cash and cash equivalents		38,879			43,782			31,000			(99,410	)
Cash and cash equivalents at beginning of period		56,764			95,643			139,425			170,425
Cash and cash equivalents at end of period	$	95,643		$	139,425		$	170,425		$	71,015
Supplemental cash flow information:
Income taxes paid, net of refunds received	$	7,553		$	12,235		$	12,277		$	5,765
Interest paid	$	26,851		$	34,189		$	17,600		$	11,947
New capital lease obligations	$	—		$	—		$	—		$	6,748

The accompanying notes are an integral part of these combined consolidated financial statements.

F-8

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 1—ORGANIZATION AND BUSINESS

Loews Cineplex Entertainment Corporation (“LCE” or the “Company”) is a major film exhibition company with operations and/or investments in the United States, Mexico, Spain and South Korea. The Company operates theatres under the Loews Theatres, Cineplex Odeon, Cinemex and Star Theatres names. The Company’s significant partnerships operate theatres under the Magic Johnson, Megabox and Yelmo Cineplex names. As of December 31, 2004, the Company owns, or has an interest in, and operates 2,218 screens at 201 theatres in 18 states and the District of Columbia, Mexico, Spain and South Korea. The Company’s principal geographic markets include the metropolitan areas of New York, Baltimore, Boston, Chicago, Dallas, Detroit, Houston, Los Angeles, San Francisco, Seattle and Washington D.C. in the U.S.; Mexico City in Mexico; Madrid in Spain; and Seoul in South Korea.

Included in the Company’s screen and theatre counts are 425 screens in 38 theatres in which it holds a partnership interest. The Company’s significant partnership interests include a 50% partnership interest in Magic Johnson Theatres (“MJT”), which operates 60 screens in five theatres in the U.S (as discussed in Note 3, Variable Interest Entities, MJT has been consolidated for all periods presented), Yelmo Cineplex, S.L. (“Yelmo Cineplex”), which operates 299 screens in 26 theatres in Spain and Megabox Cineplex, Inc. (“Megabox Cineplex”), which operates 66 screens in seven theatres in South Korea.

On July 30, 2004, LCE Acquisition Corporation, a subsidiary of LCE Holdings, Inc., a company formed by Bain Capital Partners, LLC (“Bain”), The Carlyle Group (“Carlyle”) and Spectrum Equity Investors (“Spectrum”), acquired 100% of the capital stock of the Company and, indirectly, Grupo Cinemex S.A. de C.V. (“Grupo Cinemex”) for an aggregate purchase price of approximately $1.5 billion (the “Acquisition”) pursuant to an agreement between LCE Holdings, Inc. and its former investors, Onex Corporation (“Onex”) and OCM Cinema Holdings, LLC (“OCM Cinema”) (see Note 3).

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation/Combination

The combined consolidated financial statements include the accounts of LCE and its consolidated subsidiaries, and, for the period from June 20, 2002 through July 31, 2004, Grupo Cinemex and its consolidated subsidiaries, on a combined basis, as LCE and Grupo Cinemex were entities under common control. As a result of the Acquisition the consolidated financial statements include the accounts of Grupo Cinemex on a consolidated basis from August 1, 2004. Majority-owned companies are consolidated and, except where consolidation is required in accordance with Financial Accounting Standards Board (“FASB”) Interpretation No. 46(R) (“FIN 46(R)”), “Consolidation of Variable Interest Entities, an interpretation of ARB 51 (revised December 2003)” (see Note 4), 50% or less owned investments in which the Company has significant influence are accounted for under the equity method of accounting. Significant intercompany accounts and transactions have been eliminated.

The date of the Acquisition was July 30, 2004, but for accounting purposes and to coincide with its normal financial closing, the Company has utilized July 31, 2004 as the effective date of the Acquisition. As a result, the Company has reported operating results and financial position for all periods presented prior to July 31, 2004 as Predecessor Company and the period from August 1, 2004 through December 31, 2004 as Successor Company due to the resulting change in the basis of accounting (see Note 3).

During 2001 Loews Cineplex Theatres, Inc. (“LCT”) filed for protection under U.S. Bankruptcy laws. The effective date of LCT’s emergence from those bankruptcy proceedings was March 21, 2002. However, for

F-9

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (Continued)

accounting purposes, it has accounted for the reorganization and fresh-start adjustments on March 31, 2002, to coincide with its normal financial closing for the month of March.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenues, Film Rental Costs, Advertising and Barter Transactions

Substantially all box office and concession revenue is recognized when admission and concession sales are completed at the theatres. Other revenue, including on screen advertising, the leasing of theatres for third party events and revenues from third party use of theatre lobby space (including, but not limited to, promotions, placement of game machines, ATMs and other displays), is recognized when services are provided. Amounts collected on advance ticket sales and long-term screen advertising agreements are deferred and recognized in the period earned.

Film rental costs are recorded when revenue is earned and are based upon the terms of the respective film license agreements. In some cases the final film cost is dependant upon the performance of the film over its duration of play and until this is known, management uses its best estimate of the ultimate settlement of these film costs. Film costs and the related film costs payable are adjusted to the final film settlement in the period the Company settled with the distributors. Actual settlement of these film costs could differ from those estimates.

The cost of advertising and marketing programs are charged to operations in the period incurred. Total advertising expenses were $22.1 million, $22.0 million, $11.2 million and $8.8 million for the nine months ended December 31, 2002, the year ended December 31, 2003, the seven months ended July 31, 2004 and the five months ended December 31, 2004, respectively.

Periodically, the Company engages in barter transactions for marketing services. Emerging Issues Task Force Issue (“EITF”) No. 99-17, “Accounting for Advertising Barter Transactions,” requires advertising barter transactions to be valued based on similar cash transactions that have occurred within six months prior to the barter transaction. The amounts recognized are not material for all periods presented.

Cash and Cash Equivalents

The Company considers all operating funds held in financial institutions, cash held by the theatres and all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents.

Inventories

Inventories of concession products are stated at the lower of cost or market. Cost is determined by the first-in, first-out method.

Deferred Charges and Other Assets

Deferred charges and other assets consist principally of deferred debt issuance costs, deferred property taxes, deferred income taxes, deferred rent, deferred development costs and deposits. The deferred debt issuance

F-10

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (Continued)

costs are amortized on a straight-line basis, which approximates the effective interest method, over the life of the respective debt and recorded as a component of interest expense.

Long-term Investments in/Advances to Partnerships

Except where consolidation is required in accordance with FIN 46(R) (see Note 4), investments in partnerships are recorded under the equity method of accounting. Under the equity method, the cost of the investment is adjusted to reflect the Company’s proportionate share of the partnerships’ operating results. Advances to partnerships represent advances to the respective partnerships in which the Company has an interest for working capital and other capital requirements.

Fair Value of Financial Instruments

Cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and notes payable are reflected in the financial statements at carrying value, which approximates fair value. Variable rate long-term debt principally consists of obligations which carry floating interest rates and which approximate current market rates. The Company’s senior subordinated notes carry a fixed rate of 9%. As of December 31, 2004 the face amount of the senior subordinated notes was $315 million and the fair market value was $341 million.

Derivatives

From time to time, the Company utilizes derivative financial instruments to reduce interest rate risk. The Company does not hold or issue derivative financial instruments for trading purposes. Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities,” which was amended by SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”, requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial condition and measure those instruments at fair value. Changes in the fair value of those instruments will be reported in earnings or other comprehensive income depending on the use of the derivative and whether it qualifies for hedge accounting. The accounting for gains and losses associated with changes in the fair value of the derivative and their effect on the combined consolidated financial statements will depend on its hedge designation and whether the hedge is highly effective in offsetting changes in the fair value of cash flows of the asset or liability hedged.

Property, Equipment and Leaseholds

Property, equipment and leaseholds are stated at historical cost less accumulated depreciation and amortization. Costs include major expenditures for new build theatres, renovations, expansions, improvements and replacements that extend useful lives or increase capacity and interest costs associated with significant capital additions. Depreciation and amortization are provided on the straight-line basis over the following useful lives:

Buildings (a)	30-40 years
Equipment	5-10 years
Leasehold Improvements	Over the initial fixed term of the lease

(a) For owned buildings constructed on leased property the useful life does not exceed the fixed term of the land lease.

F-11

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (Continued)

Capitalized Software Costs

The Company expenses costs incurred in the preliminary project stage of developing or acquiring internal use software, such as research and feasibility studies, as well as costs incurred in the post-implementation/operational stage, such as maintenance and training. Capitalization of software development costs occur only after the preliminary project stage is complete, management authorizes the project and it is probable that the project will be completed and the software will be used for the function intended. The capitalized costs are amortized on a straight-line basis over the three year estimated useful life of the software.

Goodwill and Other Intangible Assets

Goodwill represents the excess purchase price of net tangible and identifiable intangible assets acquired in business combinations over their estimated fair value. Other identifiable intangible assets primarily represent management agreements, non-compete agreements, screen advertising contracts, tradenames and beneficial leases. The following criteria are considered in determining the recognition of intangible assets: (1) the intangible asset arises from contractual or other rights, or (2) the intangible asset is separable or divisible from the acquired entity and capable of being sold, transferred, licensed, returned or exchanged. Intangible assets with finite lives are amortized over their respective useful lives.

Goodwill and indefinite lived intangible assets are reviewed and tested for impairment annually at December 31 and any time an event occurs or circumstances change that would more likely than not reduce the fair value for a reporting unit below its carrying amount. The Company determines the fair value of each reporting unit using discounted cash flow analysis and compares such values to the respective reporting unit’s carrying amount. While the Company believes its estimates of future cash flows are reasonable, different assumptions regarding such cash flows could materially affect the evaluation.

Long-Lived Assets

The Company reviews its long-lived assets for impairment based on estimated future undiscounted cash flows attributable to the assets. In the event such cash flows are not expected to be sufficient to recover the recorded value of the assets, the assets are written down to their estimated fair values. Absent estimates of fair value from alternative sources (published pricing, third-party valuations, etc.) the Company’s estimate of fair value is based on discounted future cash flows. While the Company believes its estimates of future cash flows are reasonable, different assumptions regarding such cash flows could materially affect the evaluation.

Income Taxes

Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts, less applicable allowances, of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using enacted tax rates that the Company expects to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The probable utilization of these future tax attributes is also separately assessed based on existing facts and circumstances and allowances, if any, are assessed and adjusted during each reporting period.

F-12

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (Continued)

Foreign Currency Translation

The Company’s foreign entities utilize the local currency as their functional currency. Accordingly, the Company’s foreign entities’ financial statements have been translated from their respective functional currencies into U.S. dollars using (a) current exchange rates for asset and liability accounts and (b) the weighted average exchange rate of the reporting period for revenues and expenses. The effects of translating foreign currency financial statements into U.S. dollars are included in the accumulated other comprehensive income account in stockholders’ equity. Gains and losses on foreign currency transactions are not significant to operations and have been included in operating expenses.

For the period that Grupo Cinemex has been combined and consolidated, Mexico was not considered a highly or hyper inflationary economy. If Mexico becomes a highly or hyper inflationary economy, the Company may need to record translation gains and losses in its income statement.

Leases

The Company conducts a significant portion of its operations in leased properties. These theatre leases generally provide for the payment of fixed monthly rent, property taxes, common area maintenance, insurance and repairs. Certain of these leases provide for escalating lease payments over the terms of the leases. Additionally, certain leases also contain contingent rental fees based on a percentage of revenues. The Company, at its option, can renew a substantial portion of its theatre leases for various periods with the maximum renewal period generally totaling 15 to 20 years. For financial statement purposes, the total amount of base rents over the fixed initial term of the leases is charged to expense utilizing the straight-line method. Rental expense in excess of the lease payments is recorded as a deferred rental liability.

Financing Obligations

The Company considers the provisions of EITF No. 97-10, “The Effect of Lessee Involvement in Asset Construction” (“EITF 97-10”), when it is involved in the construction of an asset that will be leased when the construction is completed, to determine if it is, pursuant to EITF 97-10, the owner of such assets during the construction period. If the Company is considered the owner, the Company capitalizes the costs of the property with which the Company is involved during the construction period. A corresponding financing obligation is recorded in other liabilities. Once construction is completed, the Company considers the requirements of SFAS No. 98, “Accounting for Leases”, for sale/leaseback treatment, and if the arrangement meets the requirements for sale treatment, the asset and obligation are removed. If the Company fails to meet the requirements for sale treatment, the asset and financing obligation are amortized over the initial fixed lease term.

Stock Based Compensation

As permitted under SFAS No. 123, “Accounting for Stock Based Compensation,” (“SFAS No. 123”) the Company elected to account for its stock based compensation plans under the provisions of Accounting Principles Board (“APB”) opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. No stock options were outstanding prior to November 2004. No stock-based compensation expense is reflected in the five months ended December 31, 2004, as all stock options granted had an exercise price equal to the fair market value of the underlying stock on the date of grant.

F-13

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (Continued)

For purposes of the disclosure below, compensation costs for the Plan have been determined based upon the SFAS No. 123 fair value method, utilizing the Black-Scholes option pricing model and the following assumptions:

Expected life (years)	7
Expected volatility	37.0	%
Expected dividend yield	—
Risk free interest rate	3.92	%

If the fair value method had been applied to stock option grants, the Company’s net loss for the five months ended December 31, 2004 would have changed as follows:

Net loss
As reported	($22,858)
Deduct: total stock-based compensation expense determined under fair value method	(6)
Pro forma	($22,864)

Reclassifications

Certain prior period amounts in these financial statements have been reclassified to conform to current year presentation.

New Accounting Pronouncements

In December 2003, the Financial Accounting Standards Board (“FASB”) published SFAS No. 132R, a revision to SFAS No. 132 Employers’ Disclosure about Pensions and Other Postretirement Benefits an amendment of FASB Statements No. 87, 88 and 106. SFAS No. 132R requires additional disclosures to those in the original SFAS No. 132 about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other defined benefit postretirement plans. The provisions of SFAS No. 132 remained in effect until the provisions of SFAS No. 132R were adopted. The adoption of SFAS No. 132R had no impact on the operating results or financial position of the Company as it was related to disclosure only.

On January 12, 2004, the FASB issued FASB Staff Position (“FSP”) No. 106-1, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003, (“FSP No. 106-1”) in response to a new law regarding prescription drug benefits under Medicare (“Medicare Part D”) as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. However, certain accounting issues related to the federal subsidy remain unclear and significant uncertainties may exist which impair a plan sponsor’s ability to evaluate the direct effects of the new law The Company has elected to defer recognition while evaluating the new law and the pending issuance of authoritative guidance. In May 2004, the FASB issued FSP No. 106-2 which provides accounting guidance for this new subsidy. The Company sponsors a postretirement benefit plan which may benefit from the subsidy and as a result, the Company is currently evaluating the impact of FSP No. 106-2, which the Company is required to adopt in 2005.

NOTE 3—ACQUISITIONS

Acquisition of the Company

On June 18, 2004, the Company’s former stockholders, including Onex and OCM Cinema, entered into a Stock Purchase Agreement with LCE Holdings, Inc., a company controlled by investment funds affiliated with

F-14

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 3—ACQUISITIONS, (Continued)

Bain, Carlyle and Spectrum (collectively, “the new investor group”), pursuant to which LCE Holdings, Inc. agreed to acquire 100% of the capital stock of LCE and, indirectly, 100% of the capital stock of Grupo Cinemex for an aggregate purchase price of approximately $1.5 billion. On July 30, 2004, LCE Holdings, Inc. completed the Acquisition.

Prior to the Acquisition, the Company also had operations in Canada and Germany. As a condition to, and immediately prior to, the closing of the Acquisition, the Company sold 100% of the shares of capital stock of Cineplex Odeon Corporation (“COC”), its Canadian subsidiary, and its interest in Neue Filmpalast GmbH & Co. KG, a German partnership, to affiliates of Onex and OCM Cinema for a cash purchase price of $205.9 million (see Note 5). The proceeds from this sale were utilized by the Company to repay debt outstanding under its old credit facilities.

The aggregate purchase price of approximately $1.5 billion includes assumed debt facilities and was financed with new borrowings by the Company, including a new senior secured credit facility ($630 million), the issuance of senior subordinated notes ($315 million), a borrowing under a new revolving credit facility ($2 million), cash equity investments by the new investor group ($421 million) and cash from LCE’s operations ($112 million). A portion of these proceeds was used to pay fees related to the closing of the Acquisition. Concurrent with the Acquisition, the Successor Company’s remaining term loan ($92.3 million) and the priority secured credit facility ($28.7 million) were repaid.

The purchase price under the Stock Purchase Agreement was fixed and there were no adjustments that would result in a change in the overall purchase price.

The Acquisition was accounted for as a purchase in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations.” Under purchase accounting, the acquisition consideration was allocated to the Company’s assets and liabilities based upon their relative fair values. The consideration remaining was allocated to identifiable intangibles with a finite life and is being amortized over that life, as well as to goodwill and identifiable intangibles with infinite lives, which will be evaluated, at least, on an annual basis to determine impairment and adjusted accordingly. The allocation of the acquisition consideration was based on management’s analysis with the assistance of a valuation completed during the fourth quarter of 2004.

The following is a summary of the opening balance sheet of the Successor Company:

	Balances at July 31, 2004
Cash and cash equivalents	$	58,632
Other current assets		53,064
Property and equipment		739,776
Goodwill		545,135
Intangible assets		168,739
Other non-current assets		166,962
Current liabilities		158,664
Long-term debt		1,032,821
Other long-term liabilities		119,152
Net assets	$	421,671	(a)

F-15

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 3—ACQUISITIONS, (Continued)

(a) Reflects the equity of the Successor Company of $421.7 million (purchase price of $1,480.8 million less the new debt issued as part of the Transactions ($947.2 million) and cash on hand utilized to pay various fees and expenses ($111.9 million).

The Company incurred a total of $59.2 million of fees and expenses as a result of the Acquisition. These fees and expenses were primarily comprised of accounting, legal and professional fees, financial advisory and investment banking fees and fees paid to other service providers including $20.0 million paid to related parties (see Note 16). Of the $59.2 million of fees and expenses incurred $41.6 million was related to debt issuance costs and was capitalized and $17.6 million was Acquisition related costs of which $16.9 million was capitalized as part of the Purchase price and $700 was expensed. The Company incurred $1.9 million and $7.9 million of deferred debt issuance cost amortization for the seven months ended July 31, 2004 and the five months ended December 31, 2004, respectively.

The amount recorded for goodwill is not subject to amortization, is reported at the reporting unit level and is not expected to be deductible for tax purposes. Refer to Note 9 for additional information regarding the goodwill and intangibles recorded.

Pro Forma Information

The unaudited pro forma financial information presented below sets forth the Company’s historical statements of operations for the periods indicated and gives effect to the Acquisition of the Company as if it took place at the beginning of each period presented below. Such information is presented for comparative purposes only and is not intended to represent what the Company’s results of operations would actually have been had these transactions occurred at the beginning of each period presented.

	Pro forma for the year ended December 31, 2003			Pro forma for the year ended December 31, 2004
	(unaudited)			(unaudited)
Total operating revenues	$	928,238		$	923,318
Income from operations	$	54,620		$	47,620
Net loss before discontinued operations	$	(7,511	)	$	(19,781	)
Net income	$	(7,511	)	$	(19,781	)

NOTE 4—VARIABLE INTEREST ENTITIES

The Company adopted FIN 46(R) “Consolidation of Variable Interest Entities, an interpretation of ARB No. 51,” during the first quarter of 2004. FIN 46(R) requires the identification of the Company’s participation in variable interest entities (“VIEs”), which are entities with a level of invested equity that is not sufficient to fund future activities in a manner permitting the entity to operate on a stand-alone basis, or whose equity holders lack certain characteristics of a controlling financial interest. For an entity identified as a VIE, FIN 46(R) sets forth a model to evaluate potential consolidation based on an assessment of which party to the VIE, if any, bears a majority of the risk to its expected losses, or stands to gain from a majority of its expected returns, and is, therefore, deemed the primary beneficiary of the VIE.

Based on the criteria set forth in FIN 46(R), the Company evaluated all of its joint venture investments and concluded that its investment in MJT, previously accounted for under the equity method of accounting, met the

F-16

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 4—VARIABLE INTEREST ENTITIES, (Continued)

definition of a VIE and the Company was deemed to be the primary beneficiary. Accordingly, the Company has consolidated MJT and has retroactively restated the related information for December 31, 2003. Prior to the adoption of FIN 46(R), the Company had recorded 100% of the losses of MJT as required by EITF 99-10, “Percentages Used to Determine the Amount of Equity Method Losses.” This was required as the Company is committed to provide additional funding for the partnership’s day-to-day operations and is required to guarantee a portion of the partnership’s minimum lease commitments. The Company has recorded an adjustment of $4.0 million due to the cumulative effect of a change in accounting principle related to the consolidation of MJT.

As a result of the consolidation of MJT, the Company has recorded additional assets of $11.9 million and $10.2 million and additional liabilities of $1.2 million and $1.5 million at December 31, 2003 and 2004, respectively.

NOTE 5—DISCONTINUED OPERATIONS

In January 2004, Company management committed to a plan to sell COC, the Company’s wholly owned subsidiary (comprising its Canadian operations, including its interest in the Cineplex Galaxy Limited Partnership), to Onex and OCM Cinema. This transaction closed on July 30, 2004. As a result of that decision, the Company has reported COC’s financial position as of December 31, 2003 and its results of operations for the nine months ended December 31, 2002, the year ended December 31, 2003 and the seven months ended July 31, 2004 as discontinued operations. COC generated total revenue of $130.9 million, $198.5 million and $159.7 million and income before taxes of $15.5 million, $74.5 million and $12.1 million for the nine months ended December 31, 2002, the year ended December 31, 2003 and the seven months ended July 31, 2004, respectively. As this sale was a transaction among parties under common control, the excess of the proceeds received ($205.9 million) over the book value of the assets sold ($33.3 million) has been recorded as a capital contribution ($172.6 million).

NOTE 6—ACCOUNTS AND OTHER RECEIVABLES

Accounts receivable consists of:

	Predecessor		Successor
	December 31, 2003		December 31, 2004
Trade receivables	$	17,117	$	16,114
Taxes receivable		13,053		15,903
Other		853		2,267
Total accounts receivable	$	31,023	$	34,284

No single customer accounts for more than 10% of total trade receivables or total revenues as of and for all periods presented.

F-17

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 7—PROPERTY, EQUIPMENT AND LEASEHOLDS

Property, equipment and leaseholds consists of:

	Predecessor		Successor
	December 31, 2003		December 31, 2004
Land	$	32,702	$	31,754
Buildings and leasehold improvements		526,341		520,394
Equipment		207,148		178,438
Software		1,637		988
Construction in progress		13,885		41,442
Total property, equipment and leaseholds		781,713		773,016
Less: accumulated depreciation and amortization		129,175		40,860
	$	652,538	$	732,156

In connection with the Acquisition the Company revalued its property, equipment and leaseholds based on management’s analysis with the assistance of a valuation completed during the fourth quarter of 2004 and those assets were adjusted to their respective fair values as of the effective date of the Acquisition (see Note 3).

Depreciation expense was $48.0 million, $77.2 million, $45.0 million and $39.7 million for the nine months ended December 31, 2002, the year ended December 31, 2003, the seven months ended July 31, 2004 and the five months ended December 31, 2004 respectively. Amortization expense for capitalized software costs was $139, $404, $257 and $207 for the nine months ended December 31, 2002, the year ended December 31, 2003, the seven months ended July 31, 2004 and the five months ended December 31, 2004.

The cost of property and equipment under capital leases included in the table above amounted to $15.1 million and $21.3 million as of December 31, 2003 and December 31, 2004, respectively, with accumulated depreciation of $1.2 million and $401 as of December 31, 2003 and 2004, respectively.

Interest costs during the period of development and construction of new theatre properties are capitalized as part of the historical cost of the asset. Interest capitalized during the nine months ended December 31, 2002, the year ended December 31, 2003, the seven months ended July 31, 2004 and the five months ended December 31, 2004 was $493, $42, $107 and $137, respectively.

Occasionally, the Company is responsible for the construction of leased theatres and for paying project costs that are in excess of an agreed-upon amount to be reimbursed from the developer. EITF Issue No. 97-10, “The Effect of Lessee Involvement in Asset Construction”, requires the Company to be considered the owner (for accounting purposes) of these types of projects during the construction period. As a result, the Company has recorded $1.5 million and $21.4 million of construction project costs and corresponding financing lease obligations on its combined consolidated balance sheet related to these types of projects as of December 31, 2003 and 2004, respectively.

The Company has recognized a provision for asset impairment of $1.8 million for the seven months ended July 31, 2004. These charges are included in Depreciation and amortization line in the combined consolidated statement of operations. There were no charges recognized for the nine months ended December 31, 2002, the year ended December 31, 2003 and the seven months ended July 31, 2004.

F-18

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 8—ASSETS HELD FOR SALE

On November 17, 2003, the Company entered into an agreement to sell one of its theatre properties located in New York. As a result of this transaction, the Company had classified $2.5 million on its December 31, 2003 consolidated balance sheet as Assets held for sale. This balance reflected the net book value of the theatre property to be sold. Additionally, as the operations of this theatre were not significant to the results of operations of the Company, they were not classified as discontinued operations in the Company’s combined consolidated statement of operations. The sale of this theatre property closed on May 27, 2004 with the Company receiving net proceeds of $7.4 million, resulting in the recognition of a gain of $4.9 million which is included in Loss/gain on sale/disposal of theatres in the combined consolidated statement of operations for the year ended December 31, 2003.

On December 2, 2004, the Company entered into an agreement to sell one of its theatre properties located in Arizona. As a result of this transaction, the Company has classified $2.4 million on its December 31, 2004 consolidated balance sheet as Assets held for sale. This balance reflected the fair value of the theatre property to be sold. The Company determined that there was no impairment write-down deemed necessary for this property. Additionally, as the operations of this theatre were not significant to the results of operations of the Company, they were not classified as discontinued operations in the Company’s consolidated statement of operations. The sale of this theatre property is expected to close during 2005 and the Company does not expect to record a loss on this sale.

NOTE 9—GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying amount of goodwill and other intangibles for the year ended December 31, 2003, the seven months ended July 31, 2004 and the five months ended December 31, 2004 are as follows:

Predecessor	December 31, 2002		Foreign Exchange			Other			Amortization			December 31, 2003			Useful Life
Goodwill	$	222,736	$	(6,300	)	$	(16,393	)(a)	$	—		$	200,043	(c)	Indefinite
Tradenames		100,455		(1,156	)		(1,000	)(b)		—			98,299		Indefinite
Non-compete agreements		7,462		(496	)					(1,605	)		5,361		5 years
Screen advertising contracts		4,833		(313	)					(1,338	)		3,182		4 years
Management contracts		8,005		—			—			(338	)		7,667		20 – 29 years
	$	343,491	$	(8,265	)	$	(17,393	)	$	(3,281	)	$	314,552

(a) Realization of deferred tax assets causing the release of valuation allowance to goodwill.

(b) Adjustment related to the acquired Loeks-Star Partners tradename based on management’s final valuation.

(c) At December 31, 2003, goodwill by segment is as follows: U.S.-$115.6 million and International-$84.4 million.

Seven Months Ended July 31, 2004

Predecessor	Balance Dec. 31, 2003		Foreign Exchange			Other			Amortization			Balance July 31, 2004		Useful Life
Goodwill	$	200,043	$	(1,238	)	$	(6,184	)(a)	$	—		$	192,621	Indefinite
Tradenames		98,299		(214	)		—			—			98,085	Indefinite
Non-compete agreements		5,361		(116	)		—			(850	)		4,395	5 years
Screen advertising contracts		3,182		(78	)		—			(708	)		2,396	4 years
Management contracts		7,667		—			—			(196	)		7,471	20 – 29 years
	$	314,552	$	(1,646	)	$	(6,184	)	$	(1,754	)	$	304,968

(a) Realization of deferred tax assets causing the release of valuation allowance to goodwill.

F-19

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 9—GOODWILL AND OTHER INTANGIBLE ASSETS, (Continued)

Five Months Ended December 31, 2004

Successor	Balance July 31, 2004 (a)		Foreign Exchange		Other			Amortization			Balance Dec. 31, 2004			Useful Life
Goodwill	$	545,135	$	2,304	$	3,097	(b)	$	—		$	550,536	(c)	Indefinite
Tradenames		94,153		203		—			—			94,356		Indefinite
Non-compete agreements		4,395		176		—			(1,079	)		3,492		2 years
Screen advertising contracts		27,425		93		—			(3,491	)		24,027		3 to 5 years
Beneficial lease rights		34,068		—		—			—			34,068		1 to 19 years
Management contracts		8,700		—		—			(160	)		8,540		18 to 26 years
	$	713,876	$	2,776	$	3,097		$	(4,730	)	$	715,019

(a) Revaluation of the Company’s goodwill and other intangible assets as of July 31, 2004 performed as a result of the Acquisition (see Note 3).

(b) Change in deferred tax assets causing an increase in the valuation allowance and goodwill.

(c) At December 31, 2004, goodwill by segment is as follows: U.S.-$465.1 million and International-$85.4 million

Accumulated amortization was $5.2 million and $4.7 million at December 31, 2003 and 2004, respectively. Amortization expense was $1.9 million for the nine months ended December 31, 2002. The estimated aggregate amortization expense for the next five years is as follows: $15.8 million in 2005; $12.9 million in 2006; $10.3 million in 2007; $5.0 million in 2008 and $3.1 million in 2009.

NOTE 10—LONG-TERM INVESTMENTS IN AND ADVANCES TO PARTNERSHIPS

The Company’s domestic long-term investments consist of a 50% interest in certain U.S. partnerships, which together operate three theatres with 31 screens and a 50% interest in the MJT partnership, which operates five theatres with 60 screens. MJT has been consolidated for all periods presented in accordance with FIN 46(R) (see Note 4) and is therefore not included in the Company’s long-term investments and advances to partnership information. The remaining U.S. partnerships are accounted for using the equity method.

The Company’s international long-term investments include a 50% interest in Yelmo Cineplex, which operates 26 theatres with 299 screens at December 31, 2004 and a 50% interest in Megabox Cineplex, which operates seven theatres with 66 screens at December 31, 2004. The Company’s ownership interest in Megabox Cineplex was 24.6% for the period from April 1, 2002 through July 25, 2002. The Company accounts for these investments following the equity method of accounting.

On June 5, 2003, the Company (through its subsidiary Onex Kinos GmbH) acquired a 50% interest in Neue Filmpalast GmbH & Co. KG (“Neue Filmpalast”), a German partnership formed to hold 30 theatres with 192 screens acquired from UFA Theatre GmbH & Co. KG. During 2003 and 2004, the Company and its partner in the venture each funded approximately $2.0 million and $1.6 million, respectively, to Neue Filmpalast. The Company accounted for this investment following the equity method of accounting. Substantially all of the Company’s investment in Neue Filmpalast was offset by its pro rata share of the operating losses of that entity. On July 30, 2004, as a condition to the closing of the Acquisition, the Company sold its interest in Neue Filmpalast to affiliates of Onex and OCM Cinema for nominal consideration.

F-20

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 10—LONG-TERM INVESTMENTS IN AND ADVANCES TO PARTNERSHIPS, (Continued)

The Company’s carrying value of its investment in Yelmo Cineplex was $57.3 million and $39.4 million and its investment in Megabox Cineplex was $45.9 million and $64.4 million at December 31, 2003 and 2004, respectively. The Company’s carrying values of its investments in Yelmo Cineplex and Megabox Cineplex as of December 31, 2004 include adjustments recorded as a result of management’s analysis with the assistance of a valuation completed during the fourth quarter of 2004. These investments have been in the form of equity.

The Company’s carrying value of its investment in its U.S. partnerships was $12.7 million and $11.8 million as of December 31, 2003 and 2004, respectively. These investments have been in the form of equity.

The difference between the Company’s carrying value of its long-term investments and advances to partnerships of $115.6 million as of December 31, 2003 and 2004, and the proportional underlying net equity of those partnerships of $70.3 million and $78.1 million as of December 31, 2003 and 2004, respectively, is accounted for as goodwill.

The following table presents condensed financial information for the Company’s partnerships, excluding MJT which is consolidated for all periods presented, on a combined basis:

	Combined Consolidated Predecessor								Consolidated Successor
	Period from April 1 to December 31, 2002		For the Year Ended December 31, 2003			Period from January 1 to July 31, 2004			Period from August 1 to December 31, 2004
Box office	$	79,017	$	158,649		$	114,211		$	64,928
Concession/other		32,484		67,256			45,601			27,871
Total revenues		111,501		225,905			159,812			92,799
Total operating costs		85,320		187,378			131,181			72,416
General and administrative costs		4,495		9,514			7,511			4,147
(Gain)/loss on sale/disposal of theatres		—		—			(813	)		72
Depreciation and amortization		11,893		25,048			14,366			10,943
Income from operations	$	9,793	$	3,965		$	7,567		$	5,221
Net income/(loss)	$	4,194	$	(2,970	)	$	1,866		$	2,875
Company’s share of income/(loss)	$	1,499	$	(1,485	)	$	933		$	1,438
Current assets	$	19,341	$	34,418			N/A		$	26,795
Non-current assets	$	224,863	$	241,946			N/A		$	242,432
Current liabilities	$	42,361	$	74,080			N/A		$	72,647
Non-current liabilities	$	57,424	$	70,893			N/A		$	54,128

F-21

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 11—ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of:

	Predecessor		Successor
	December 31, 2003		December 31, 2004
Accounts payable—trade	$	56,437	$	58,730
Accrued occupancy		20,233		21,817
Onex and OCM Cinema management fee		5,000		—
Accrued interest		1,630		16,321
Other accrued expenses		53,367		36,932
	$	136,667	$	133,800

NOTE 12—LONG-TERM DEBT AND OTHER OBLIGATIONS

Long-term debt and other obligations consist of:

	Predecessor		Successor
	December 31, 2003		December 31, 2004
Priority Secured Credit Agreement	$	31,050	$	—
Grupo Cinemex Credit Facility		88,990		—
Term Loan Agreement		307,314		—
U.S. Term Loan		—		628,425
Senior Subordinated Notes		—		315,000
Grupo Cinemex Term Loan		—		92,061
Mortgage Payable—non-recourse, 10% due 2007		2,511		2,421
		429,865		1,037,907
Less: Current maturities		23,478		6,401
	$	406,387	$	1,031,506

In connection with the Acquisition (see Note 3), the Company repaid all amounts outstanding under its then existing term loan and priority secured credit facility.

U.S. Term Loan

On July 30, 2004, the Company entered into a $730 million Credit Agreement (the “Credit Agreement”) with Citicorp North America, Inc., as administrative agent. The Credit Agreement is composed of two tranches: (i) a $630 million term loan (“U.S. Term Loan”) and (ii) a $100 million revolving credit facility, including a letter of credit sub-facility. The proceeds of the U.S. Term Loan have been used to fund the payment of a portion of the purchase price to the Company’s former stockholders. These facilities are guaranteed by the Company’s parent, LCE Holdings, LLC, and all of the Company’s existing and future domestic subsidiaries, with the exception of unrestricted subsidiaries, as defined in the Credit Agreement (there are no unrestricted subsidiaries as of December 31, 2004), and are collateralized by a perfected security interest in substantially all of the Company’s and such subsidiaries’ assets, including a pledge of 100% of the Company’s capital stock, the capital stock of each of its restricted subsidiaries and a portion of the capital stock of certain of its foreign subsidiaries that are directly owned by the Company or its restricted domestic subsidiaries. The U.S. Term Loan amortizes 1% per annum in equal quarterly installments commencing on December 31, 2004 and the maturity date is July 30, 2011. The U.S. Term Loan bears interest at a rate of: (i) the base rate or a LIBOR rate plus (ii) an applicable margin based on the Company’s Adjusted Leverage Ratio (as defined in the Credit Agreement). The maturity

F-22

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 12—LONG-TERM DEBT AND OTHER OBLIGATIONS, (Continued)

date of the revolving credit facility is July 30, 2010. The revolving credit facility bears interest at a rate of: (i) the base rate or a LIBOR rate plus (ii) an applicable margin based on the Company’s Adjusted Leverage Ratio (as defined in the Credit Agreement). At December 31, 2004 the Company had not drawn against the revolving credit facility. The U.S. Term Loan bears interest at a weighted average rate of 4.21% at December 31, 2004 and interest is payable on the earlier of: the maturity of the LIBOR contract(s) then in effect or on a quarterly basis.

The Credit Agreement also had a $100 million delayed draw term loan, which could have been used to refinance the Grupo Cinemex credit facility noted below. The delayed draw term loan had a termination date of January 30, 2005 but was terminated concurrently with the repayment of the Grupo Cinemex credit facility in August 2004 (see below for details).

Additionally, as of December 31, 2004, the Company had $6.0 million in stand-by letters of credit issued under its revolving credit facility to support its commitment with respect to certain contractual obligations. As of December 31, 2004, the Company had additional availability of $94.0 million under the revolving credit facility.

Senior Subordinated Notes

On July 30, 2004, the Company issued $315 million of 9% Senior Subordinated Notes due 2014 (the “Notes”) in a private placement offering. The Notes are unsecured obligations and are subordinated in right of payment to all of the Company’s existing and future senior debt (as defined in the Notes indenture). The Notes are pari passu in right of payment with any of the Company’s future senior subordinated indebtedness. The Notes carry an interest rate of 9% and interest is payable semi-annually on each of February 1^st and August 1^st. The Notes mature on August 1, 2014. The Company used the proceeds of the Notes to fund the payment of a portion of the purchase price to its former stockholders. The Notes are guaranteed by all of the Company’s existing and future domestic subsidiaries, with the exception of unrestricted subsidiaries, as defined in the Note indenture (there are no unrestricted subsidiaries as of December 31, 2004). See Note 22 for additional financial information related to the guarantors of the Company’s debt.

U.S. Term Loan and Senior Subordinated Note Covenants

The Credit Agreement and the Note indenture include customary affirmative and negative covenants, including: (i) limitations on indebtedness, (ii) limitations on liens, (iii) limitations on investments, (iv) limitations on contingent obligations, (v) limitations on restricted junior payments and certain other payment restrictions, (vi) limitations on merger, consolidation or sale of assets, (vii) limitations on transactions with affiliates, (viii) limitations on the sale or discount of receivables, (ix) limitations on the disposal of capital stock of subsidiaries, (x) limitations on lines of business, (xi) limitations on capital expenditures, (xii) certain reporting requirements and (xiii) interest hedging requirements. Additionally, the Credit Agreement includes financial performance covenants, including: (i) a Maximum Adjusted Leverage Ratio (as defined therein) and (ii) a Minimum Interest Coverage Ratio (as defined therein). Compliance with the financial performance covenants is not tested until the quarter ended March 31, 2005. As of December 31, 2004, the Company was in compliance with all applicable covenants.

Former Grupo Cinemex Credit Facility

On December 26, 2002, Cadena Mexicana de Exhibicion, S.A. de C.V. (“Cadena Mexicana”), a subsidiary of Grupo Cinemex, entered into a senior secured credit facility consisting of one billion Mexican pesos (approximately $95.8 million at December 26, 2002) of term loans with Scotiabank Inverlat, S.A., BBVA Bancomer, S.A. and a syndicate of other Mexican financial institutions. In connection with the change of control

F-23

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 12—LONG-TERM DEBT AND OTHER OBLIGATIONS, (Continued)

of Grupo Cinemex as a result of the Acquisition, Grupo Cinemex was required to obtain, and obtained, a waiver from its lenders from a covenant that would have treated such ownership change as a default. As a result, its existing term loans remained outstanding immediately following the Acquisition. The remaining balance of these term loans ($87.7 million) was repaid on August 16, 2004 utilizing the proceeds from the new Grupo Cinemex Term Loan described below.

New Grupo Cinemex Credit Facility

On August 16, 2004, Cadena Mexicana entered into a new senior secured credit facility. The initial amount drawn under the new senior secured credit facility was one billion Mexican pesos (approximately $90 million as of August 16, 2004). The senior secured credit facility also includes a term loan (“Grupo Cinemex Term Loan”) with a one-year delay draw option of the peso equivalent of $10 million. The Grupo Cinemex Term Loan was issued by Banco Inbursa, S.A., Scotiabank Inverlat, S.A. and Banco Nacional de Mexico, S.A. and an available revolving credit line of the peso equivalent of $25 million with Banco Inbursa, S.A. and Scotiabank Inverlat, S.A. (the term loan and the revolving credit facility portions of the new senior secured credit facility are peso denominated debt). All obligations of Cadena Mexicana under this senior secured credit facility are guaranteed by Grupo Cinemex and each existing and future operating subsidiary of Cadena Mexicana, except for specified excluded subsidiaries, as defined.

The Grupo Cinemex borrowings are non-recourse to LCE. Interest on the Grupo Cinemex Term Loan is payable in arrears on a monthly basis at the Equilibrium Interbank Interest Rate (Tasa de Interes Interbancaria de Equilibrio) for a period of 28 days (the TIIE rate), plus an applicable margin of 1.50% in years one and two, 1.75% in year three and 2.00% in years four and five. The interest rate on the Grupo Cinemex Term Loan as of December 31, 2004 was 10.33%. This rate was adjusted to 8.50% by an interest rate swap entered into on July 28, 2003 (see below for additional information related to this interest rate swap). The Grupo Cinemex Term Loan matures on August 16, 2009 and will amortize beginning on February 16, 2007 in installments ranging from 10% to 30% per annum over the five-year period.

The Grupo Cinemex senior secured credit facility contains customary affirmative and negative covenants with respect to Grupo Cinemex and each of the guarantors and, in certain instances, Grupo Cinemex’s subsidiaries that are not guarantors, as defined in the Grupo Cinemex credit agreement. Affirmative covenants include the requirement to furnish periodic financial statements and ensure that the obligations of Grupo Cinemex and the guarantors under the Grupo Cinemex senior secured credit facility rank at least pari passu with all existing debt of such parties. Negative covenants include limitations on disposition of assets, capital expenditures, dividends and additional indebtedness and liens. The facility also includes certain financial covenants, including, without limitation, a maximum total leverage ratio, a maximum total net debt to equity ratio, a minimum interest coverage ratio, a maximum true-lease adjusted leverage ratio and a minimum consolidated net worth requirement. These covenants began for the quarter ended September 30, 2004. As of December 31, 2004, Grupo Cinemex was in compliance with its credit facility covenants.

Derivatives

On July 28, 2003, Grupo Cinemex entered into an interest rate swap agreement with a maturity of December 26, 2007 to manage its exposure to interest rate movements by effectively converting its previous long-term senior secured credit facility from a variable to a fixed rate. Although this senior secured facility was repaid on August 13, 2004, the swap agreement remains outstanding and was redesignated as a hedge of the Grupo Cinemex Term Loan.

F-24

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 12—LONG-TERM DEBT AND OTHER OBLIGATIONS, (Continued)

The face amount of the interest rate swap on December 31, 2004 was one billion Mexican pesos ($92.1 million). The swap agreement provides for the exchange of variable rate payments for fixed rate payments without the effect of leverage and without the exchange of the underlying face amount. The variable rate is based on the 28-day TIIE rate and the fixed rate is 8.5%. The fair market value of the interest rate swap was $2.9 million as of December 31, 2004. The liability related to this interest rate swap is reported as a component of Other liabilities in the Company’s consolidated balance sheet as of December 31, 2004.

On October 28, 2004, the Company entered into an interest rate cap as a hedge of a portion of its U.S. Term loan. This hedge caps the interest rate at a maximum of 6% on $125 million of notional amount of debt for two years. Below the cap of 6% the Company continues to pay the actual prevailing interest rate on the underlying debt. The fair market value of this interest rate cap is immaterial as of December 31, 2004. The liability related to this interest rate swap is reported as a component of Other liabilities in the Company’s consolidated balance sheet as of December 31, 2004.

In accordance with SFAS No. 133, the interest rate swap and cap discussed above have been designated as cash flow hedges and qualify for hedge accounting. Under hedge accounting, changes in the fair value of the interest rate swap and cap are reported as a component of Accumulated other comprehensive income/(loss) in the Company’s consolidated balance sheet.

The Company is exposed to credit loss in the event of non-performance by the counterparties to the interest rate swap and cap agreements. However, the Company does not anticipate non-performance by the counterparties.

Annual maturities of obligations under long-term debt for the next five years and thereafter are set forth as follows:

Year Ending December 31,
2005	$	6,401
2006		6,412
2007		26,922
2008		33,915
2009		52,332
Thereafter		911,925
	$	1,037,907

NOTE 13—EQUITY

All of the Company’s class A and class B voting common stock (collectively, “common stock”) authorized, issued and outstanding prior to August 1, 2004 (Predecessor Company) was cancelled in connection with the Acquisition (see Note 3 for further discussion).

As a result of the Acquisition, the Company has authorized 3,000 shares of common stock with a par value of $0.01 per share and had 1,000 shares of common stock issued and outstanding as of December 31, 2004 (Successor Company). Each share of the Company’s common stock is entitled to one vote.

At December 31, 2003 Grupo Cinemex had Series B, no par, common shares and Series P Class II, no par, variable preferred stock outstanding. As a result of the Acquisition, Grupo Cinemex became a wholly owned subsidiary of the Company on July 30, 2004 and its equity accounts are eliminated in consolidated.

F-25

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 13—EQUITY, (Continued)

The components of accumulated other comprehensive income/(loss) consist of:

	Predecessor			Successor
	December 31, 2003			December 31, 2004
Currency translation adjustment	$	(19,352	)	$	3,705
Minimum pension liability adjustment		(3,179	)		—
Unrealized gain/(loss) on interest rate swaps		(2,396	)		2,872
	$	(24,927	)	$	6,577

NOTE 14—LEASES

The Company conducts a significant part of its operations in leased premises. Leases generally provide for minimum rent plus percentage rent based upon sales volume and may include escalation clauses, guarantees and certain other restrictions. Leases may also require the tenant to pay a portion of real estate taxes and other property operating expenses. Lease terms generally range from 20 to 40 years and contain various renewal options, generally in intervals of five to ten years. Also, certain leases contain escalating minimum rental provisions that have been accounted for on a straight-line basis over the initial term of the leases.

As a result of the requirements of EITF No. 97-10, the Company has been deemed the owner of one leased theatre property in Maryland as it paid directly for a substantial portion of the construction costs of this theatre. Additionally, upon completion of construction in October 2004, it was determined that this theatre property did not meet the requirements of sale/leaseback treatment and, as a result, the Company has a total of $6.8 million recorded as an asset and financing obligation which has been included in capital leases.

Future minimum rent commitments at December 31, 2004 under the above-mentioned operating and capital leases are as follows (Grupo Cinemex operating lease totals included below include an inflationary factor in the annual minimum lease commitments for all applicable leases):

Year Ending December 31,	Operating Leases		Capital Leases
2005	$	109,904	$	3,418
2006		114,739		3,418
2007		113,799		3,418
2008		108,738		3,553
2009		106,563		3,566
Thereafter		980,714		37,619
Total minimum rent	$	1,534,457		54,992
Less amount representing interest				26,959
Net minimum rent			$	28,033

Minimum rent expense related to operating leases was $73.0 million, $101.6 million, $59.9 million and $42.9 million for the nine months ended December 31, 2002, the year ended December 31, 2003, the seven months ended July 31, 2004 and the five months ended December 31, 2004, respectively. In addition to the

F-26

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 14—LEASES, (Continued)

minimum rent expense noted above, the Company incurs percentage rent charges. Percentage rent expense was $8.6 million, $11.9 million, $6.8 million and $3.7 million for the nine months ended December 31, 2002, the year ended December 31, 2003, the seven months ended July 31, 2004 and the five months ended December 31, 2004, respectively.

NOTE 15—EMPLOYEE AND POST-RETIREMENT BENEFIT PLANS

Profit Sharing and Savings Plan

The Company has a defined contribution Profit Sharing and Savings Plan (the “Savings Plan”) for substantially all eligible salaried employees in the United States, to which the Company contributes by matching 50% of the employee contribution up to a maximum of the first 6% of the statutory limit of eligible compensation. A participant may elect to contribute up to an additional 10% of eligible compensation (subject to the statutory limit); however, the incremental amount is not eligible for matching contributions by the Company. The Savings Plan also provides for discretionary profit sharing contributions, the annual amount of which is determined by the Company. The expense recorded by the Company related to contributions to the Savings Plan aggregated $1.1 million, $1.6 million, $1.4 million and $327 for the nine months ended December 31, 2002, the year ended December 31, 2003, the seven months ended July 31, 2004 and the five months ended December 31, 2004, respectively.

Employee Health and Welfare and Other Post-retirement Benefits

The Company provides post-retirement health and welfare benefits to eligible employees in the United States. Employees become eligible for the benefits upon retirement. These benefits are payable, with regard to health care, for the life of the retiree and up to 12 months following the death of the retiree for the spouse, and with regard to life insurance, for the life of the retiree. The Company retains the right to modify or terminate the post-retirement life and medical benefits. The post-retirement life and health care benefits are contributory, with retiree contributions including deductibles and co-payments. The Company has not funded this plan as of December 31, 2004.

The significant assumptions used in determining post-retirement benefit cost and the accumulated post-retirement benefit obligation were as follows:

	Predecessor		Successor
	Year Ended December 31, 2003		Year Ended December 31, 2004
Discount rate for benefit obligations	6.25	%	5.75	%
Discount rate for net periodic benefit costs	6.75	%	6.00	%
Assumed health care trend rate	9.00	%	9.00	%
Annual decrease in assumed health care trend rate	0.50	%	0.50	%
Assumed ultimate health care trend rate	5.00	%	5.00	%
Assumed ultimate trend rate to be reached in year	2012		2013

An increase of 1% in the assumed health care cost trend rate would increase the net periodic costs as of December 31, 2004 by $51 and the accumulated post-retirement benefit obligation at December 31, 2004 by $1.3 million.

F-27

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 15—EMPLOYEE AND POST-RETIREMENT BENEFIT PLANS, (Continued)

Net post-retirement life and medical benefit expense was as follows:

	Predecessor								Successor
	Period Ended December 31, 2002			Year Ended December 31, 2003		Seven Months Ended July 31, 2004			Five Months Ended December 31, 2004
Net periodic benefit cost
Service cost	$	122		$	170	$	141		$	106
Interest cost		284			389		325			230
Amortization of prior service cost		(25	)		7		(4	)		—
Amortization of losses		7			22		170			—
Net periodic post-retirement expense	$	388		$	588	$	632		$	336

As a result of management’s analysis with the assistance of a valuation completed in the fourth quarter of 2004, the Company recorded a $5.1 million increase in the liability related to the post-retirement health and welfare benefit plan.

The status of the Company’s post-retirement life and medical benefits at December 31 were as follows:

	Predecessor			Successor
	2003			2004
Change in benefit obligation:
Benefit obligation at beginning of period	$	5,290		$	6,395
Service cost		170			247
Interest cost		389			554
Plan participant contribution		7			7
Amendment		(62	)		—
Actuarial loss		1,142			3,634
Benefits paid		(541	)		(806	)
Benefit obligation at end of period	$	6,395		$	10,031
Change in plan assets:
Fair value of plan assets at January 1	$	—		$	—
Return on plan assets		—			—
Employer contribution		534			799
Plan participant contributions		7			7
Benefits paid		(541	)		(806	)
Fair value of plan assets at December 31	$	—		$	—
Accrued benefit costs
Total accumulated obligations	$	(6,395	)	$	(10,031	)
Funded status		—			—
Unrecognized net loss		1,407			356
Unrecognized prior service costs		(68	)		—
Accrued liability	$	(5,056	)	$	(9,675	)

F-28

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 15—EMPLOYEE AND POST-RETIREMENT BENEFIT PLANS, (Continued)

The Company expects to make the following future benefit payments:

2005	$	521
2006		580
2007		641
2008		707
2009		775
years 2010-2014		4,970

Additionally, the Company expects to make a contribution of $521 to the post retirement benefit plan net of employee contribution for the year ending December 31, 2005.

Pension Plans

The Company provides several pension plans covering its employees in both the U.S. and Mexico.

In the U.S., the Company maintains two pension plans, the Cineplex Odeon Corporation U.S. Employees’ Pension Plan (the “U.S. Pension Plan”) and the Loews Cineplex Entertainment Corporation Service Recognition Plan for Hourly Employees (the “SRP”). The U.S. Pension Plan is a frozen cash balance plan. The SRP is a defined benefit plan covering all eligible hourly U.S. employees, as defined by the SRP, and provides benefits based on years of service.

In Mexico, the Company provides a Seniority Premium and Termination Indemnity for Retirement Plan (the “Mexico Plan”) to all eligible employees of Servicios Cinematograficos Especializados, S.A. de C.V. (“SCE”) and a Termination Indemnity Retirement Plan to all eligible employees of Servino, S.A. de C.V. (“Servino”). Both SCE and Servino are wholly owned subsidiaries of Grupo Cinemex. The Mexico Plan establishes compensation upon retirement (pension and seniority premium) based on years of service rendered and the employee’s age and salary at the date of retirement. The Company has not funded the Mexico Plan as of December 31, 2004.

The significant weighted average assumptions used in determining pension plan costs and accumulated benefit obligations for all the pension plans were as follows:

	Predecessor		Successor
	Year Ended December 31, 2003		Year Ended December 31, 2004
Discount rate for benefit obligations	5.83	%	5.67	%
Discount rate for net periodic pension costs	6.17	%	5.83	%
Assumed rate of increase in compensation (Mexican Plan only)	1.00	%	1.00	%
Assumed return on plan assets	9.00	%	9.00	%

F-29

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 15—EMPLOYEE AND POST-RETIREMENT BENEFIT PLANS, (Continued)

Net periodic pension plan costs in the aggregate for the pension plans include the following components:

	Predecessor									Successor
	Period Ended December 31, 2002			Year Ended December 31, 2003			Seven Months Ended July 31, 2004			Five Months Ended December 31, 2004
Net periodic benefit cost
Service cost	$	166		$	351		$	198		$	155
Interest cost		562			720			404			274
Amortization of transition obligation		3			39			22			15
Net recognized return on plan assets		(594	)		(642	)		(441	)		(314	)
Amortization of losses		2			12			5			—
Net periodic benefit expense	$	139		$	480		$	188		$	130

A reconciliation of the Company’s pension plan benefit obligation in the aggregate for all pension plans follows:

	Predecessor			Successor
	2003			2004
Change in benefit obligation:
Benefit obligation at January 1	$	11,756		$	11,331
Service cost		351			354
Interest cost		720			678
Actuarial (gain)/loss		(408	)		364
Benefits paid		(1,060	)		(1,551	)
Benefit obligation at December 31	$	11,359		$	11,176

The status of the Company’s pension plan assets and funded status in the aggregate for all pension plans at December 31 was as follows:

	Predecessor			Successor
	2003			2004
Change in plan assets:
Fair value of plan assets at January 1	$	6,923		$	8,128
Actual return on plan assets		1,092			974
Company contributions		1,066			797
Benefits paid		(953	)		(1,347	)
Fair value of plan assets at December 31	$	8,128		$	8,552
Change in funded status of plan:
Funded status of plan	$	(3,231	)	$	(2,625	)
Unrecognized actuarial loss		1,029			(295	)
Unrecognized transition obligation		555			498
Additional liability		(1,030	)		(28	)
Accrued benefit cost at December 31	$	(2,677	)	$	(2,450	)

F-30

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 15—EMPLOYEE AND POST-RETIREMENT BENEFIT PLANS, (Continued)

The Company’s weighted average pension plan asset allocations by asset category for all pension plans and the target allocation ranges by asset category for all pension plans, excluding the SRP are shown in the table below. The SRP’s target asset allocation is 100% in fixed income investments and is not reflected in the table below.

Asset Categories for Pension Plans	Actual Allocation 2003		Actual Allocation 2004		Target Allocation
Cash and equivalents	5.8	%	6.3	%	0.0	%
International equities	9.1	%	10.1	%	16.0	%
Fixed income	22.8	%	22.1	%	30.0	%
Domestic equities	62.3	%	61.5	%	54.0	%

The Company’s pension plan committee’s policy is to invest pension plan assets in a diversified portfolio consisting of a traditional mix of U.S. and International equity securities and fixed income securities. These investments are made in order to achieve a targeted long-term rate of return of up to 9.00%. The pension plan committee believes that the pension plans’ risk and liquidity are, in large part, a function of asset mix and has reviewed the long-term performance characteristics of various asset classes and has focused on balancing risk and reward over the long-term. The pension plan committee utilizes specialists to assist it with its analysis of investment allocations.

The Company expects to make the following future benefit payments:

2005	$	820
2006		804
2007		814
2008		857
2009		772
years 2010-2014		4,006

Additionally, the Company expects to make contributions of $121 to the pension plans for the year ending December 31, 2005.

Other Plans

Certain theatre employees are covered by union-sponsored pension and health and welfare plans. Company contributions into these plans are determined in accordance with provisions of negotiated labor contracts. Contributions aggregated $979, $1.1 million, $526 and $267 for the nine months ended December 31, 2002, the year ended December 31, 2003, the seven months ended July 31, 2004 and the five months ended December 31, 2004, respectively.

NOTE 16—RELATED PARTY TRANSACTIONS

The Company has entered into transactions with certain related parties, including its stockholders. A summary of significant transactions with these parties is provided below.

The Company had agreed to pay Onex and OCM Cinema an annual management fee of $5.0 million. A total of $5.0 million and $7.9 million of this management fee was accrued as of December 31, 2003 and July 31, 2004, respectively. This liability was discharged in connection with the Acquisition (see Note 3).

F-31

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 16—RELATED PARTY TRANSACTIONS, (Continued)

The Company agreed to pay Onex and OCM Cinema $1.4 million and $720, respectively, for reimbursement of third party invoices related to financial advisory services provided to the Company. This fee was paid during 2003 and is included in General and administrative expense in the combined consolidated statement of operations for the year then ended.

The Company has agreed to pay Bain, Carlyle and Spectrum, collectively, an annual management fee of $4.0 million, in connection with planning, strategy, oversight and support to management. This management fee is prepaid on a quarterly basis. A total of $1.0 million of this management fee was included in the consolidated balance sheet under Prepaid expenses and other current assets as of December 31, 2004 and $1.7 million was included in the General and administrative expenses line item in the consolidated statement of operations for the five months ended December 31, 2004.

The Company paid, concurrent with the closing of the Acquisition, Bain, Carlyle and Spectrum $20.0 million for financial advisory services provided to the Company. Of this $20.0 million, $10.1 million was related to the Acquisition and $9.9 million was related to the Company’s new debt. Additionally, the Company agreed to reimburse Bain, Carlyle and Spectrum $300 for various out-of-pocket expenses they incurred as a result of the Acquisition. This expense reimbursement was paid concurrent with the closing of the Acquisition (see Note 3).

The Company has an outstanding note receivable from a former officer of Grupo Cinemex. This note receivable is denominated in U.S. dollars and bears interest at a fixed rate of 8.0% per annum. This note receivable balance was $1.8 million and $1.4 million as of December 31, 2003 and 2004, respectively. The Company has a liability of $3.2 million and $2.4 million payable to the same former officer related to a non-compete agreement as of December 31, 2003 and 2004, respectively.

Construction of Grupo Cinemex’ theatres are primarily performed by three companies: Inmobiliaria y Constructora K, S.A. de C.V. (“Inmobiliaria K”), Inmobiliaria y Constructora L S.A. de C.V. (“Inmobiliaria L”) and Constructora Andres Bello (“Andres Bello”). An individual who has investments in each of the three entities is the Director of Real Estate of Grupo Cinemex. The general manager of Inmobiliaria K, Inmobiliaria L and Andres Bello is the father of the same individual. The construction services provided by the three companies are generally negotiated at cost plus a predetermined margin.

The following tables provide additional information related to the transactions between Grupo Cinemex and the related parties noted above.

	Amounts paid June 19, 2002 to December 31, 2002		Amounts paid during the year ended December 31, 2003		Amounts paid during the seven months ended July 31, 2004		Amounts paid during the five months ended December 31, 2004
	(Predecessor Company)		(Predecessor Company)		(Predecessor Company)		(Successor Company)
Andres Bello	$	217	$	8,006	$	1,867	$	228
Inmobiliaria K	$	213	$	3,345	$	5,025	$	4,432
Inmobiliaria L	$	5,615	$	242	$	—	$	—

F-32

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 17—INCOME TAXES

The provision/(benefit) for income taxes consists of the following:

	Combined Consolidated Predecessor								Consolidated Successor
	Period from April 1 to December 31, 2002			For the Year Ended December 31, 2003			Period from January 1 to July 31, 2004		Period from August 1 to December 31, 2004
Current tax provision/(benefit)
U.S. federal	$	533		$	—		$	3,092	$	(3,303	)
State and local		2,296			1,963			1,450		(1,281	)
Foreign		2,366			3,349			841		959
Total current		5,195			5,312			5,383		(3,625	)
Deferred tax provision/(benefit)
U.S. federal		5,028			10,980			4,892		2,442
State and local		1,876			1,592			1,794		(753	)
Foreign		(4,066	)		(2,545	)		817		(1,308	)
Total deferred		2,838			10,027			7,503		381
Total tax provision/(benefit)	$	8,033		$	15,339		$	12,886	$	(3,244	)

Reconciliation of the provision/(benefit) for income taxes to the statutory federal income tax rate follows:

	Combined Consolidated Predecessor															Consolidated Successor
	Period from April 1 to December 31, 2002			%		For the Year Ended December 31, 2003			%		Period from January 1 to July 31, 2004			%		Period from August 1 to December 31, 2004			%
Provision/(benefit) on pre-tax loss before discontinued operations and cumulative effect of change in accounting principle at statutory federal income tax rate	$	8,186		35.0		$	13,302		35.0		$	9,601		35.0		$	(9,136	)	35.0
Provision for state and local taxes (net of federal income tax benefit)		2,712		11.6			2,311		6.1			2,109		7.7			(1,322	)	5.1
Increase in valuation allowance		—		—			—		—			—		—			5,171		(19.8	)
Mexican inflationary adjustment		(2,851	)	(12.2	)		265		0.7			1,399		5.1			2,390		(9.2	)
Foreign equity investments		(680	)	(2.9	)		19		0.0			(223	)	(0.8	)		(386	)	1.5
Other		666		2.8			(558	)	(1.4	)		—		—			39		(0.2	)
	$	8,033		34.3		$	15,339		40.4		$	12,886		47.0		$	(3,244	)	12.4

F-33

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 17—INCOME TAXES, (Continued)

Significant components of the deferred tax assets and liabilities follow:

	Predecessor			Successor
	December 31, 2003			December 31, 2004
Deferred tax assets:
Net operating loss carryforwards	$	188,634		$	188,162
Accrued liabilities		17,961			3,515
Property and equipment		87,390			86,895
Deferred rent liability		4,847			9,024
Deferred revenue		6,024			5,501
Capital loss carryforward		—			13,592
Other		11,707			10,114
		316,563			316,803
Deferred tax liabilities:
Intangible assets		—			12,423
Partnership equity interest		17,451			16,382
Other		265			3,394
		17,716			32,199
Less: Valuation allowance		(285,648	)		(272,818	)
Net deferred tax asset	$	13,199		$	11,786

The valuation allowance of $272.8 million as of December 31, 2004 represents a provision for the uncertainty as to the realization of deferred income tax assets, including temporary differences associated with depreciation and net operating loss (“NOL”) carryforwards. The Company has concluded that, based upon expected future results, it is more likely than not that the deferred income tax asset balance related to its U.S. operations will not be realized. In addition, as a result of the change in asset basis (discussed in Note 3) the valuation allowance balances are not comparable.

As a result of LCT’s emergence from bankruptcy in 2002 and the extinguishment of debt, the available U.S. NOL carryforward has been reduced by $130.4 million as of December 31, 2002. In addition, the ability to utilize the remaining U.S. NOLs will be subject to limitations due to the change in the Company’s ownership. The December 31, 2004 deferred tax asset and the valuation allowances were established as part of the Acquisition. As a result any tax benefit derived from the release of the valuation allowances post-Acquisition will be accounted for as a credit to goodwill until exhausted, then intangible assets until exhausted and lastly as a deduction from the income tax provision.

The $467.7 million total NOL carryforward at December 31, 2004 primarily relates to the U.S. operations and will expire between the years 2005 and 2022. The capital loss carryforward of $32.1 million at December 31, 2004 will expire in 2009.

No provision has been made for foreign withholding taxes or United States income taxes associated with the cumulative undistributed earnings of foreign corporate joint ventures of approximately $36.6 million at December 31, 2004, as these earnings are expected to be reinvested indefinitely in working capital and other business needs. It is not practicable to make a determination of the amount of unrecognized deferred income tax liability with respect to such earnings.

F-34

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 17—INCOME TAXES, (Continued)

In October 2004, the American Jobs Creation Act of 2004 (the “AJCA”) was passed. The AJCA creates a temporary incentive for U.S. corporations to repatriate accumulated income earned abroad by providing an 85% dividends received deduction for certain dividends from controlled foreign corporations. The deduction is subject to a number of limitations. The Company is currently evaluating the AJCA and is not yet in a position to decide whether, or to what extent, it might repatriate foreign earnings to the U.S. The Company expects to finalize its assessment sometime in 2005.

NOTE 18—SEGMENTS

The Company is engaged in one line of business, film exhibition. The following table presents summarized financial information about the Company by geographic segment. Financial information related to the Company’s international joint ventures and its investment in Grupo Cinemex is included in International. Information related to the international joint ventures is included on an equity method basis. There were no material amounts of sales or transfers among geographic segments.

Predecessor Company	United States			International			Combined Consolidated
Nine months ended December 31, 2002
Box office revenues	$	430,106		$	45,399		$	475,505
Concessions		166,842			25,511			192,353
Total operating revenues		617,475			87,040			704,515
Loss on asset disposition		733			—			733
Income from continuing operations		44,130			8,373			52,503
Equity (income)/loss		176			(1,675	)		(1,499	)
Total assets		1,085,798			431,576			1,517,374
Capital expenditures		22,705			8,773			31,478
Depreciation and amortization expense		40,729			10,017			50,746
Year ended December 31, 2003
Box office revenues	$	556,380		$	72,263		$	628,643
Concessions		211,806			41,600			253,406
Total operating revenues		797,614			130,624			928,238
Gain on asset disposition		(4,508	)		—			(4,508	)
Income from continuing operations		63,111			11,643			74,754
Equity (income)/loss		1,541			(56	)		1,485
Total assets		1,195,697			401,622			1,597,319
Capital expenditures		23,793			17,102			40,895
Depreciation and amortization expense		57,149			23,791			80,940
Seven months ended July 31, 2004
Box office revenues	$	336,544		$	48,270		$	384,814
Concessions		126,942			29,704			156,646
Total operating revenues		480,910			86,370			567,280
(Gain)/loss on asset disposition		(4,550	)		816			(3,734	)
Income from continuing operations		44,453			5,565			50,018
Equity (income)/loss		(94	)		(839	)		(933	)
Capital expenditures		27,835			8,803			36,638
Depreciation and amortization expense		35,817			13,806			49,623

F-35

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 18—SEGMENTS, (Continued)

Successor Company	United States			International			Consolidated
Five months ended December 31, 2004
Box office revenues	$	210,686		$	26,859		$	237,545
Concessions		78,891			15,993			94,884
Total operating revenues		304,172			51,866			356,038
Loss on asset disposition		156			1,274			1,430
Income/(loss) from continuing operations		12,584			(3,237	)		9,347
Equity (income)/loss		(99	)		(1,339	)		(1,438	)
Total assets		1,338,082			413,876			1,751,958
Capital expenditures		9,054			8,151			17,205
Depreciation and amortization expense		32,776			12,995			45,771

NOTE 19—QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Quarterly financial information for the years ended December 31, 2004 and 2003 is presented below:

	2004
	Predecessor							Successor
	First Quarter			Second Quarter		July 2004		August and September 2004			Fourth Quarter			Total
Total operating revenues	$	209,700		$	245,478	$	112,102	$	126,812		$	229,226		$	923,318
Income from operations	$	7,800		$	25,888	$	16,330	$	(1,718	)	$	11,065		$	59,365
Income from discontinued operations	$	405		$	1,515	$	5,497	$	—		$	—		$	7,417
Net income/(loss) (a)	$	(565	)	$	13,917	$	8,611	$	(8,163	)	$	(14,695	)	$	(895	)

	2003
Predecessor	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Total
Total operating revenues	$	209,407	$	244,617	$	235,376	$	238,838	$	928,238
Income from operations	$	12,376	$	17,777	$	22,925	$	21,676	$	74,754
Income from discontinued operations	$	2,937	$	4,844	$	5,554	$	42,848	$	56,183
Net income/(loss)	$	3,365	$	9,176	$	19,149	$	47,161	$	78,851

a) During 2004 the Company corrected errors in its calculation of quarterly tax provision for each of the first three quarters of 2004. As a result of this adjustment the Company’s 2004 income tax provision decreased $1.7 million in Q1, decreased $7.7 million in Q2, increased $1.6 million for the month of July and decreased $1.2 million in the two months ended September.

NOTE 20—STOCK OPTION PLAN AND STOCK APPRECIATION RIGHTS AGREEMENT

Stock Option Plan

On November 8, 2004, the Boards of Directors of LCE Holdings, Inc. and LCE Intermediate Holdings, Inc. approved and these companies adopted a new Management Stock Option Plan (the “Option Plan”) providing for

F-36

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 20—STOCK OPTION PLAN AND STOCK APPRECIATION RIGHTS AGREEMENT, (Continued)

the granting of options to key employees of the Company. The Option Plan provides for the grant of stock options to participants thereunder to purchase up to 59,103 shares of Class A Common Stock and 6,567 shares of

Class L Common Stock of LCE Holdings, Inc. and 1,176 shares of Preferred Stock of LCE Intermediate Holdings, Inc. The exercise prices of the Class A Common Stock, the Class L Common Stock and Preferred Stock options are $1.00, $81.00 and $100.00, respectively. If unexercised, the options will expire on July 30, 2014. One-third of the options granted with respect to each class of stock vest in equal annual installments on each of the five annual anniversary dates of July 30, 2004. The remaining two-thirds may vest in whole or in part based upon the value of the equity of LCE Holdings, Inc. upon certain changes of control or upon certain transfers of shares at or following an initial public offering and in any event will vest by July 30, 2011.

During November 2004, all stock options available for grant under the Option Plan were granted to the Chief Executive Officer of Grupo Cinemex. No other grants were made during 2004.

On January 1, 2005, the Boards of Directors of LCE Holdings, Inc. and LCE Intermediate Holdings, Inc. expanded the Option Plan to authorize the grant of options to acquire up to an aggregate of 2,859,836 shares of Class A Common Stock and 317,760 shares of Class L Common Stock of LCE Holdings, Inc. and 56,925 shares of Preferred Stock of LCE Intermediate Holdings, Inc.

The following table summarizes stock option activity and information about the stock options outstanding at December 31, 2004:

	Number of Shares	Weighted Average Exercise Price
Outstanding at August 1, 2004	—	$	—
Granted	66,846	$	3.43
Exercised	—	$	—
Forfeited/Expired	—	$	—
Outstanding at December 31, 2004	66,846	$	3.43
Options exercisable at December 31, 2004	—	$	—
Weighted average fair value of options granted		$	4.89
Options available for grant at December 31, 2004			—
Weighted average remaining contractual life			10 years

Stock Appreciation Rights

In November 2004, the Company entered into a Stock Appreciation Rights Agreement (the “SAR Agreement”) with the Chief Executive Officer of Grupo Cinemex under which stock appreciation rights (“SARs”) based upon the equity value of Grupo Cinemex were granted. The SARs granted allow for the receipt of cash payments equivalent to the increase in value of 4,405 units (representing 4,405 shares of Grupo Cinemex Common Stock and 67,737 shares of Grupo Cinemex Preferred Stock) from July 30, 2004. The SARs vest in a manner consistent with that of the stock options granted under the Option Plan except that the equity valuation is based upon the equity of Grupo Cinemex.

F-37

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 20—STOCK OPTION PLAN AND STOCK APPRECIATION RIGHTS AGREEMENT, (Continued)

No stock-based compensation expense related to the SARs granted is reflected in the five months ended December 31, 2004, as there has been no appreciation in the equity value of Grupo Cinemex.

NOTE 21—COMMITMENTS AND CONTINGENCIES

Guarantees and Indemnification Obligations

The Company has agreements with certain vendors, financial institutions, lessors and service providers pursuant to which it has agreed to indemnify the other party for certain matters, such as acts and omissions of the Company, its employees, agents or representatives.

In November 2003, the Cineplex Galaxy Income Fund (the “Fund”), a Canadian income trust, was established to indirectly hold substantially all the assets of COC and all of the capital stock of Galaxy Entertainment, Inc., another Canadian film exhibitor controlled by Onex. On November 26, 2003, the Fund completed an initial public offering of Fund Units in Canada. As a result of these transactions the Company, through COC, indirectly owned 44.4% of the Fund and agreed to indemnify the Fund, the holders of Fund Units and the underwriters, among others, for liabilities resulting from misrepresentations in the prospectus used in the offering of Fund Units and breaches of the representations and warranties made by COC in the various agreements entered into in connection with the sale of COC’s assets and the offering. The Company’s total maximum liability under this indemnity was limited to the net cash proceeds of the offering plus amounts drawn under the Cineplex Galaxy Term Loan facility that was put in place in connection with the offering ($164.5 million). In connection with the sale of COC to affiliates of Onex and OCM Cinema, these affiliates agreed to indemnify the Company for any and all liabilities resulting from the Company’s indemnification obligations.

In January 2004, the Company issued a corporate guaranty on behalf of Neue Filmpalast, its former German partnership, for certain acquisition related costs that the partnership was required to pay. In April 2004, the Company made an additional contribution of $1.2 million to Neue Filmpalast, its German partnership, which the Company believes satisfied a significant portion of the guaranty. Additionally, a subsidiary of the Company was guarantor of several of the theatre leases of Neue Filmpalast. In connection with the sale of the Company’s interest in the German operations to affiliates of Onex and OCM Cinema, these affiliates have agreed to indemnify the Company for any and all liabilities resulting from the Company’s indemnification obligations.

Based upon the Company’s historical experience and information known as of December 31, 2004, the Company believes its potential liability related to its guarantees and indemnities is not material.

Commitments

As of December 31, 2004, the Company has aggregate capital commitments in the U.S. of $106.9 million primarily related to the completion of construction of six theatre properties (comprising 94 screens) and the expansion of two theatre properties (comprising nine screens). The Company expects to complete construction and to open these theatres during the period from 2005 to 2006.

As of December 31, 2004, Grupo Cinemex had planned capital investments (but not contractual obligations) of $80.0 million related to eight theatre properties (comprising 98 screens). Grupo Cinemex expects to complete construction and to open these theatres during the next five years.

F-38

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 21—COMMITMENTS AND CONTINGENCIES, (Continued)

Metreon Arbitration

In May 1997, the Company entered into a 21-year lease with Metreon, Inc. (“Metreon”) to operate a megaplex theatre in an entertainment/retail center developed by Metreon in San Francisco. Since that theatre opened in June 1999, the Company has had a dispute with Metreon with respect to (1) construction costs that Metreon claims are the Company’s responsibility under the lease and (2) the percentage of the center occupied by the theatre and the nature and allocation of the costs that Metreon is seeking to include as operating expenses under the lease. The amount of operating expenses claimed by Metreon to be allocable to this theatre is based upon the landlord’s assertion that the Company occupies at least 48.5% of the center. The Company asserted that it occupied substantially less of the center and that various expenses included in operating expenses charged to the Company were improper. In the Chapter 11 proceeding the Company assumed the Metreon lease without prejudice to any of the Company’s or Metreon’s rights with respect to the merits of the dispute or the appropriate forum for resolving the dispute. In September 2003, an arbitration was conducted to determine the percentage of the center occupied by the theatre. On March 16, 2004, the arbitrators issued a final award fixing at 34.49% the percentage of the center occupied by the Company as of August 1, 2003 and directing Metreon to pay the Company’s legal fees and expenses related to the arbitration. Metreon sought to have the award vacated in state court in California and a hearing regarding Metreon’s motion was held on July 8, 2004. By Order dated August 2, 2004, the court denied Metreon’s motion to vacate the arbitration award, confirmed the award, and awarded the Company attorneys fees and costs to be determined in post-hearing submissions. A judgment confirming the arbitration award was entered by the court on September 3, 2004. Metreon is appealing this judgment. If the final award is confirmed by the appellate court, the maximum liability of the Company for operating expenses claimed by Metreon to be allocable to the Company’s theatre will be reduced significantly and the Company expects that Metreon will then commence legal proceedings to collect the remaining amount of operating expenses it claims are due from the Company. The Company believes it has meritorious defenses to all of Metreon’s claims against the Company under the lease and the Company intends to vigorously defend its position.

Environmental Litigation

Two drive-in theatres in the State of Illinois, both formerly leased by the Company, are located on properties on which certain third parties disposed of, or may have disposed of, substantial quantities of debris that may contain hazardous substances. Some of the disposals may have occurred during the terms of the Company’s leases. One of these leases terminated in the ordinary course prior to the commencement of the Company’s Chapter 11 case and the Company rejected the other lease in the bankruptcy proceeding. Termination or rejection of these leases, however, may not terminate all of the Company’s liability in connection with the prior disposal of debris on these properties. In addition, the rejected leased property, located in Cicero, Illinois, is the subject of an action filed in August 1998 by the Illinois Attorney General’s office seeking civil penalties and various forms of equitable relief in connection with the disposal. Recently, the Company concluded settlement negotiations with the Illinois Attorney General and the owners of the property located in Cicero, Illinois to resolve this lawsuit and the related claims by the State and the property owners that were filed in the Company’s Chapter 11 case. The negotiated settlement was approved by the Bankruptcy Court and the Illinois state court on October 26 and 27, 2004, respectively. The settlement required the Company to make payments totaling $2.2 million, $2.0 million of which were paid from a fund for general unsecured creditors established under the Company’s Chapter 11 Plan. Pursuant to the terms of the settlement, a portion of the total payments was deposited in a trust fund administered by the Illinois Environmental Protection Agency, a portion was paid to the property owners and a portion was paid to the Illinois Attorney General.

F-39

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 21—COMMITMENTS AND CONTINGENCIES, (Continued)

Six West Retail Acquisition, Inc.

Six West Retail Acquisition, Inc., a real estate development company, commenced an action on July 24, 1997, alleging that Sony Corporation, the Company and certain of its current and former officers and directors violated federal antitrust laws by engaging in block-booking agreements and monopolizing the motion picture exhibition market in New York City, and that the Company violated its contractual and fiduciary responsibilities in managing three theatres for Six West. The Company believes that Six West’s claims are without merit and intends to oppose them vigorously. The Company believes that any recovery by the plaintiff will be limited to the distributions to general unsecured claims provided for pre-petition claims in the Plan. In March 2004, the judge in this case issued an opinion and order granting defendants’ motion for summary judgment and dismissing all of Six West’s claims. Six West appealed that decision only as against the corporate defendants and not the individuals. On March 30 2005, the court of appeals affirmed the lower court’s decision.

Village East Litigation

On March 18, 2003, the owners and operators of the Village East Cinema, an independent seven-screen theatre in Manhattan, filed suit under federal and state antitrust laws against various motion picture theatre chains and film distributors, including the Company and its then ultimate parent companies, Onex Corporation and Oaktree Capital Management, LLC. The plaintiffs alleged that the Company violated Section 1 of the Sherman Antitrust Act and Section 340 of N.Y. Gen. Bus. Law by: (1) coercing film distributors not to deal with the Village East Cinema; and (2) entering into exclusive contracts with film distributors that grant the Company’s theatres the exclusive right to exhibit films within a specified area for an unreasonably long period of time. The plaintiffs also alleged that Onex Corporation’s and the Company’s acquisitions of other theatres across the United States violated Section 7 of the Clayton Act, and that the presence of common directors on the board of the Company and one of its competitors violated Section 8 of the Clayton Act. The plaintiffs further alleged state law causes of action for unjust enrichment and tortious interference with prospective contractual relations arising from the same conduct. The Company, along with several other defendants, filed a motion to dismiss the complaint on May 19, 2003. In December 2003, the court issued an order dismissing the plaintiff’s Section 7 claim and their state law claim for unjust enrichment. In September 2004, the Company settled this litigation without any admission of liability; all claims against the Company were dismissed without prejudice, the Company and the plaintiffs exchanged releases and the Company made a payment to the plaintiffs that was not material.

Discount Ticket Litigation

The Company sold various types of advance sale discount movie tickets with expirations dates to California business customers that, in turn, have either re-sold or given away such movie tickets to employees or valued customers. On December 15, 2003, Daniel C. Weaver filed suit in San Francisco Superior Court against the Company alleging its illegal sale in California of gift certificates with expiration dates under California Civil Code Section 1749.5 (a strict liability statute which expressly prohibits such sales), California Civil Code Section 1750 et seq. and California’s Business and Professions Code Section 17200 et seq. The Weaver compliant alleges that such corporate discount tickets constitute gift certificates subject to California’s prohibition on selling gift certificates that contain an expiration date. The Weaver case was filed as both a class action and as a private attorney general action on behalf of the general public, and seeks declaratory relief, injunctive relief, disgorgement and restitution related to sales of such alleged gift certificates during the putative class period. The plaintiff likely intends to focus its restitution and disgorgement efforts on the Company’s expired, unredeemed discount tickets. The Company does not expect the outcome of this litigation to have a material impact on its operating results or financial position.

F-40

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 21—COMMITMENTS AND CONTINGENCIES, (Continued)

Other

Other than the lawsuits noted above, the Company is a defendant in various lawsuits arising in the ordinary course of business and is involved in certain environmental matters. From time to time the Company is involved in disputes with landlords, contractors and other third parties. It is the opinion of management that any liability to the Company, which may arise as a result of these matters, will not have a material adverse effect on the Company’s operating results, financial position or cash flows.

NOTE 22—CONDENSED COMBINED CONSOLIDATING FINANCIAL INFORMATION

As of December 31, 2004, the Company had outstanding $315.0 million aggregate principal amount of 9% senior subordinated notes due 2014. These senior subordinated notes are fully and unconditionally guaranteed, jointly and severally and on an unsecured senior subordinated basis, subject to certain limited exceptions, by all of the Company’s wholly-owned existing and future domestic subsidiaries. The Company’s foreign subsidiary, Grupo Cinemex, and its domestic and foreign joint ventures do not guarantee the senior subordinated notes.

The following supplemental tables present condensed combined consolidating balance sheets for the Company and its subsidiary guarantors and subsidiary non-guarantors as of December 31, 2004 and 2003 and the condensed combined consolidating statements of operation and cash flows for the period from April 1 to December 31, 2002 (Predecessor Company), the year ended December 31, 2003 (Predecessor Company), the period from January 1 to July 31, 2004 (Predecessor Company) and the period from August 1 to December 31, 2004 (Successor Company).

F-41

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 22—CONDENSED COMBINED CONSOLIDATING FINANCIAL INFORMATION, (Continued)

Condensed Combined Consolidating Balance Sheet as of December 31, 2003 (Predecessor)

	Loews Cineplex Entertainment Corporation			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	—		$	117,340		$	22,085		$	—		$	139,425
Other current assets		—			32,436			22,196			—			54,632
Current assets of discontinued operations		—			—			64,251			—			64,251
TOTAL CURRENT ASSETS		—			149,776			108,532			—			258,308
PROPERTY, EQUIPMENT AND LEASEHOLDS, NET		—			514,473			138,065			—			652,538
OTHER ASSETS
Goodwill		—			115,621			84,422			—			200,043
Investment in subsidiaries and partnerships		683,384			105,448			—			(673,220	)		115,612
Other non-current assets		—			101,671			43,151			—			144,822
Long-term assets of discontinued operations		—			—			225,996			—			225,996
TOTAL ASSETS	$	683,384		$	986,989		$	600,166		$	(673,220	)	$	1,597,319
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Other current liabilities	$	—		$	162,250		$	30,663		$	—		$	192,913
Current liabilities of discontinued operations		—			—			45,882			—			45,882
TOTAL CURRENT LAIBILITIES		—			162,250			76,545			—			238,795
LONG-TERM DEBT		—			321,847			84,540			—			406,387
OTHER LONG-TERM LIABILITIES		—			47,110			18,169			—			65,279
LONG-TERM LIABILITIES OF DISCONTINUED OPERATIONS		—			—			203,474			—			203,474
TOTAL LIABILITIES		—			531,207			382,728			—			913,935
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Common stock		—			1			59,088			—			59,089
Additional paid-in capital		599,258			420,883			109,122			(589,094	)		540,169
Accumulated other comprehensive income/(loss)		(24,927	)		(868	)		(24,059	)		24,927			(24,927	)
Retained earnings		109,053			35,766			73,287			(109,053	)		109,053
TOTAL STOCKHOLDERS’ EQUITY		683,384			455,782			217,438			(673,220	)		683,384
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	683,384		$	986,989		$	600,166		$	(673,220	)	$	1,597,319

F-42

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 22—CONDENSED COMBINED CONSOLIDATING FINANCIAL INFORMATION, (Continued)

Condensed Consolidating Balance Sheet as of December 31, 2004 (Successor)

	Loews Cineplex Entertainment Corporation			Subsidiary Guarantors		Subsidiary Non-Guarantors			Eliminations			Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	—		$	58,523	$	12,492		$	—		$	71,015
Other current assets		—			34,600		27,313			—			61,913
TOTAL CURRENT ASSETS		—			93,123		39,805			—			132,928
PROPERTY, EQUIPMENT AND LEASEHOLDS, NET		—			575,852		156,304			—			732,156
OTHER ASSETS
Goodwill		—			465,143		85,393			—			550,536
Investments in subsidiaries and partnerships		1,333,175			101,798		—			(1,319,396	)		115,577
Other non-current assets		31,829			150,163		38,769			—			220,761
TOTAL ASSETS	$	1,365,004		$	1,386,079	$	320,271		$	(1,319,396	)	$	1,751,958
LIABILITIES AND STOCKHOLDERS’ EQUITY
TOTAL CURRENT LIABILITIES	$	22,475		$	128,506	$	23,802		$	—		$	174,783
LONG-TERM DEBT		937,125			2,320		92,061			—			1,031,506
OTHER LONG-TERM LIABILITIES		14			122,539		17,726			—			140,279
TOTAL LIABILITIES		959,614			253,365		133,589			—			1,346,568
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Common stock		—			—		—			—			—
Additional paid-in capital		421,671			1,116,637		190,201			(1,306,838	)		421,671
Accumulated other comprehensive income/(loss)		6,577			—		6,591			(6,591	)		6,577
Retained earnings/(deficit)		(22,858	)		16,077		(10,110	)		(5,967	)		(22,858	)
TOTAL STOCKHOLDERS’ EQUITY		405,390			1,132,714		186,682			(1,319,396	)		405,390
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,365,004		$	1,386,079	$	320,271		$	(1,319,396	)	$	1,751,958

F-43

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 22—CONDENSED COMBINED CONSOLIDATING FINANCIAL INFORMATION, (Continued)

Condensed Combined Consolidating Statement of Operations

for the Nine Month Ended December 31, 2002 (Predecessor)

	Loews Cineplex Entertainment Corporation			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
REVENUES
Box office	$	—		$	417,159		$	58,346		$	—		$	475,505
Concession		—			161,077			31,276			—			192,353
Other		—			19,425			17,232			—			36,657
Total operating revenues		—			597,661			106,854			—			704,515
EXPENSES
Theatre operations and other expenses		—			449,840			67,177			—			517,017
Cost of concessions		—			20,547			7,027			—			27,574
General and administrative		—			40,905			15,037			—			55,942
Depreciation and amortization		—			39,377			11,369			—			50,746
Loss on sale/disposal of theatres and other		—			733			—			—			733
Total operating expenses		—			551,402			100,610			—			652,012
INCOME FROM OPERATIONS		—			46,259			6,244			—			52,503
Interest expense, net		—			23,612			7,001			—			30,613
Equity income in long-term investments		(30,202	)		(3,875	)		—			32,578			(1,499	)
INCOME BEFORE INCOME TAXES, DISCONTINUED OPERATIONS, CUMULATIVE AND CHANGE IN ACCOUNTING PRINCIPLE		30,202			26,522			(757	)		(32,578	)		23,389
Income tax expense/(benefit)		—			9,845			(1,812	)		—			8,033
INCOME BEFORE DISCONTINUED OPERATIONS AND CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE		30,202			16,677			1,055			(32,578	)		15,356
Discontinued operations, net of tax		—			—			10,846			—			10,846
Cumulative effect of a change in accounting principle, net of tax		—			—			4,000			—			4,000
NET INCOME	$	30,202		$	16,677		$	15,901		$	(32,578	)	$	30,202

F-44

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 22—CONDENSED COMBINED CONSOLIDATING FINANCIAL INFORMATION, (Continued)

Condensed Combined Consolidating Statement of Operations

for the Year Ended December 31, 2003 (Predecessor)

	Loews Cineplex Entertainment Corporation			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
REVENUES
Box office	$	—		$	539,943		$	88,700		$	—		$	628,643
Concession		—			204,634			48,772			—			253,406
Other		—			28,130			18,059			—			46,189
Total operating revenues		—			772,707			155,531			—			928,238
EXPENSES
Theatre operations and other expenses		—			583,432			98,061			—			681,493
Cost of concessions		—			25,770			9,690			—			35,460
General and administrative		—			49,931			10,168			—			60,099
Depreciation and amortization		—			54,044			26,896			—			80,940
Gain on sale/disposal of theatres and other		—			(4,508	)		—			—			(4,508	)
Total operating expenses		—			708,669			144,815			—			853,484
INCOME FROM OPERATIONS		—			64,038			10,716			—			74,754
Interest expense, net		—			24,959			10,303			—			35,262
Equity (income)/loss in long-term investments		(78,851	)		4,293			—			76,043			1,485
INCOME/(LOSS) BEFORE INCOME TAXES, AND DISCONTINUED OPERATIONS		78,851			34,786			413			(76,043	)		38,007
Income tax expense		—			14,186			1,153			—			15,339
INCOME/(LOSS) BEFORE DISCONTINUED OPERATIONS		78,851			20,600			(740	)		(76,043	)		22,668
Discontinued operations, net of tax		—			—			56,183			—			56,183
NET INCOME	$	78,851		$	20,600		$	55,443		$	(76,043	)	$	78,851

F-45

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 22—CONDENSED COMBINED CONSOLIDATING FINANCIAL INFORMATION, (Continued)

Condensed Combined Consolidating Statement of Operations

for the Seven Month Ended July 31, 2004 (Predecessor)

	Loews Cineplex Entertainment Corporation			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
REVENUES
Box office	$	—		$	326,778		$	58,036		$	—		$	384,814
Concession		—			122,728			33,918			—			156,646
Other		—			16,892			8,928			—			25,820
Total operating revenues		—			466,398			100,882			—			567,280
EXPENSES
Theatre operations and other expenses		—			342,533			62,141			—			404,674
Cost of concessions		—			16,258			7,107			—			23,365
General and administrative		—			32,609			10,725			—			43,334
Depreciation and amortization		—			34,673			14,950			—			49,623
Loss/(gain) on sale/disposal of theatres and other		—			(4,550	)		816			—			(3,734	)
Total operating expenses		—			421,523			95,739			—			517,262
INCOME FROM OPERATIONS		—			44,875			5,143			—			50,018
Interest expense, net		—			9,155			7,508			—			16,663
Loss on early extinguishment of debt		—			6,856			—			—			6,856
Equity income in long-term investments		(21,963	)		1,967			—			19,063			(933	)
INCOME/(LOSS) BEFORE INCOME TAXES AND DISCONTINUED OPERATIONS		21,963			26,897			(2,365	)		(19,063	)		27,432
Income tax expense		—			11,228			1,658			—			12,886
INCOME/(LOSS) BEFORE DISCONTINUED OPERATIONS		21,963			15,669			(4,023	)		(19,063	)		14,546
Discontinued operations, net of tax		—			—			7,417			—			7,417
NET INCOME/(LOSS)	$	21,963		$	15,669		$	3,394		$	(19,063	)	$	21,963

F-46

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 22—CONDENSED COMBINED CONSOLIDATING FINANCIAL INFORMATION, (Continued)

Condensed Consolidating Statement of Operations

for the Five Month Ended December 31, 2004 (Successor)

	Loews Cineplex Entertainment Corporation			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
REVENUES
Box office	$	—		$	204,508		$	33,037		$	—		$	237,545
Concession		—			76,298			18,586			—			94,884
Other		—			14,184			9,425			—			23,609
Total operating revenues		—			294,990			61,048			—			356,038
EXPENSES
Theatre operations and other expenses		—			224,791			39,817			—			264,608
Cost of concessions		—			9,935			4,013			—			13,948
General and administrative		—			14,875			6,059			—			20,934
Depreciation and amortization		—			32,094			13,677			—			45,771
Loss on sale/disposal of theatres and other		—			156			1,274			—			1,430
Total operating expenses		—			281,851			64,840			—			346,691
INCOME/(LOSS) FROM OPERATIONS		—			13,139			(3,792	)		—			9,347
Interest expense, net		31,223			(1,002	)		5,784			—			36,005
Loss on early extinguishment of debt		—			—			882			—			882
Equity income in long-term investments		(8,365	)		960			—			5,967			(1,438	)
INCOME/(LOSS) BEFORE INCOME TAXES		(22,858	)		13,181			(10,458	)		(5,967	)		(26,102	)
Income tax benefit		—			(2,896	)		(348	)		—			(3,244	)
NET INCOME/(LOSS)	$	(22,858	)	$	16,077		$	(10,110	)	$	(5,967	)	$	(22,858	)

F-47

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 22—CONDENSED COMBINED CONSOLIDATING FINANCIAL INFORMATION, (Continued)

Condensed Combined Consolidating Statement of Cash Flows

for the Nine Month Ended December 31, 2002 (Predecessor)

	Loews Cineplex Entertainment Corporation			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
OPERATING ACTIVITIES
Net Cash Provided by Operating Activities	$	—		$	42,353		$	21,994		$	—		$	64,347
INVESTING ACTIVITIES
Investments in/advances to partnerships, net		(20,592	)		(20,592	)		—			20,592			(20,592	)
Unrestricted cash from acquisitions		—			—			16,227			—			16,227
Capital expenditures		—			(22,705	)		(8,773	)		—			(31,478	)
Other investing activities		—			55			—			1,731			1,786
Net Cash Used in Investing Activities	$	(20,592	)	$	(43,242	)	$	7,454		$	22,323		$	(34,057	)
FINANCING ACTIVITIES
Equity contributions		20,592			20,592			—			(20,592	)		20,592
Borrowings under Grupo Cinemex Credit Facility		—			—			95,792			—			95,792
Repayment under Grupo Cinemex Credit Facility		—			—			(71,300	)		—			(71,300	)
Return of capital		—			—			(24,549	)		—			(24,549	)
Other financing activities		—			(10,224	)		1,731			(1,731	)		(10,224	)
Net Cash Provided by/(Used in) Financing Activities	$	20,592		$	10,368		$	1,674		$	(22,323	)	$	10,311
Effect of exchange rate changes on cash and cash equivalents		—			—			(1,722	)		—			(1,722	)
Increase in cash and cash equivalents		—			9,479			29,400			—			38,879
Cash and cash equivalents at beginning of period		—			56,266			498			—			56,764
Cash and cash equivalents at end of period	$	—		$	65,745		$	29,898		$	—		$	95,643

Condensed Combined Consolidating Statement of Cash Flow

for the Year Ended December 31, 2003 (Predecessor)

	Loews Cineplex Entertainment Corporation			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
OPERATING ACTIVITIES
Net Cash Provided by Operating Activities	$	—		$	76,019		$	12,940		$	—		$	88,959
INVESTING ACTIVITIES
Proceeds from the sale of assets		—			13,738			—			—			13,738
Capital expenditures		—			(23,793	)		(17,102	)		—			(40,895	)
Other investing activities		(476	)		(2,255	)		(4,069	)		2,731			(4,069	)
Net Cash Provided by/(Used in) Investing Activities	$	(476	)	$	(12,310	)	$	(21,171	)	$	2,731		$	(31,226	)
FINANCING ACTIVITIES
Borrowings from revolving credit facilities		—			15,000			—			—			15,000
Return of capital from Cineplex Galaxy		—			163,462			—			—			163,462
Repayments on Term Loan Agreement		—			(118,868	)		—			—			(118,868	)
Repayment of Loeks-Star revolving credit line		—			(50,778	)		—			—			(50,778	)
Repayment of revolving credit facilities		—			(15,000	)		—			—			(15,000	)
Other financing activities		476			(5,930	)		2,255			(2,731	)		(5,930	)
Net Cash Used in Financing Activities	$	476		$	(12,114	)	$	2,255		$	(2,731	)	$	(12,114	)
Effect of exchange rate changes on cash and cash equivalents		—			—			(1,837	)		—			(1,837	)
Increase/(decrease) in cash and cash equivalents		—			51,595			(7,813	)		—			43,782
Cash and cash equivalents at beginning of period		—			65,745			29,898			—			95,643
Cash and cash equivalents at end of period	$	—		$	117,340		$	22,085		$	—		$	139,425

F-48

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE DATA

AND AS OTHERWISE NOTED)

NOTE 22—CONDENSED COMBINED CONSOLIDATING FINANCIAL INFORMATION, (Continued)

Condensed Combined Consolidating Statement of Cash Flow

for the Seven Months Ended July 31, 2004 (Predecessor)

	Loews Cineplex Entertainment Corporation		Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
OPERATING ACTIVITIES
Net Cash Provided by Operating Activities	$	—	$	66,652		$	8,574		$	—		$	75,226
INVESTING ACTIVITIES
Capital expenditures		—		(27,835	)		(8,803	)		—			(36,638	)
Proceeds from sale of Cineplex Odeon Canada		—		205,861			—			—			205,861
Other investing activities		—		5,556			(2,370	)		1,893			5,079
Net Cash Provided by/(Used I)n Investing Activities	$	—	$	183,582		$	(11,173	)	$	1,893		$	174,302
FINANCING ACTIVITIES
Repayments on Term Loan Agreement		—		(214,979	)		—			—			(214,979	)
Other financing activities		—		(3,005	)		1,893			(1,893	)		(3,005	)
Net Cash Used in Financing Activities	$	—	$	(217,984	)	$	1,893		$	(1,893	)	$	(217,984	)
Effect of exchange rate changes on cash and cash equivalents		—		—			(544	)		—			(544	)
Increase/(decrease) in cash and cash equivalents		—		32,250			(1,250	)		—			31,000
Cash and cash equivalents at beginning of period		—		117,340			22,085			—			139,425
Cash and cash equivalents at end of period	$	—	$	149,590		$	20,835		$	—		$	170,425

Condensed Consolidating Statement of Cash Flow

for the Five Months Ended December 31, 2004 (Successor)

	Loews Cineplex Entertainment Corporation			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
OPERATING ACTIVITIES
Net Cash Provided by/(Used in) Operating Activities	$	—		$	37,558		$	539		$	—		$	38,097
INVESTING ACTIVITIES
Payment of purchase price to former shareholders		(1,127,259	)		—			(178,602	)		—			(1,305,861	)
Capital expenditures		—			(9,054	)		(8,151	)		—			(17,205	)
Acquisition of Grupo Cinemex		(178,602	)		—			—			178,602			—
Other investing activities		—			(2,315	)		—			1,504			(811	)
Net Cash Used in Investing Activities	$	(1,305,861	)	$	(11,369	)	$	(186,753	)	$	180,106		$	(1,323,877	)
FINANCING ACTIVITIES
Equity contributions, net of transaction costs		421,671			—			178,602			(178,602	)		421,671
Proceeds from U.S. Term B Facility		630,000			—			—			—			630,000
Proceeds from issuance of senior subordinated notes		315,000			—			—			—			315,000
Proceeds from Grupo Cinemex Term Loan		—			—			90,000			—			90,000
Repayments on Term Loan Agreement		—			(92,335	)		—			—			(92,335	)
Repayments on Priority Secured Credit Agreement		—			(28,650	)		—			—			(28,650	)
Repayments on Grupo Cinemex Credit Facility		—			—			(87,682	)		—			(87,682	)
Payment of Transaction related expenses		(15,334	)		—			(2,031	)		—			(17,365	)
Deferred financing fees		(39,724	)		—			(1,832	)		—			(41,556	)
Other financing activities		(5,752	)		3,729			1,504			(1,504	)		(2,023	)
Net Cash Provided by/(Used in) Financing Activities	$	1,305,861		$	(117,256	)	$	178,561		$	(180,106	)	$	1,187,060
Effect of exchange rate changes on cash and cash equivalents		—			—			(690	)		—			(690	)
Decrease in cash and cash equivalents		—			(91,067	)		(8,343	)		—			(99,410	)
Cash and cash equivalents at beginning of period		—			149,590			20,835			—			170,425
Cash and cash equivalents at end of period	$	—		$	58,523		$	12,492		$	—		$	71,015

F-49

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Indemnification Under the Delaware General Corporation Law

Section 145 of the Delaware General Corporation Law, as amended, (the “DGCL”), authorizes a Delaware corporation to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

Section 145 further authorizes a Delaware corporation to indemnify any person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless, and only to the extent that, the Delaware Court of Chancery or such other court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter, such person shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by such person. Indemnity is mandatory to the extent a claim, issue or matter has been successfully defended.

The Delaware General Corporation Law also allows a corporation to provide for the elimination or limit of the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for unlawful payments of dividends or unlawful stock purchases or redemptions, or (4) for any transaction from which the director derived an improper personal benefit. These provisions will not limit the liability of directors or officers under the federal securities laws of the United States.

Section 9.1 of the Company’s bylaws provides that the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or an officer of the Company, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonable incurred by him in connection with such action, suit or proceeding to the fullest extent and in the matter set forth in and permitted by the General Corporation Law.

Section 9.1 of the Company’s bylaws provides that the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an employee or

II-1

agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonable incurred by him in connection with such action, suit or proceeding to the fullest extent and in the matter set forth in and permitted by the General Corporation Law.

Section 9.5 of the Company’s bylaws gives the Company the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of Sections 8.1 and 8.2 of the bylaws or under Section 145 of the General Corporation Law or any other provision of law.

The Company has purchased and maintains insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another Company, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of Section 9.1 and of the bylaws or under Section 145 of the General Corporation Law or any other provision of law.

Item 21. Exhibits and Financial Statement Schedules

(a) Exhibits

2.1	Stock Purchase Agreement dated as of June 18, 2004, among LCE Holdings, Inc., Loews Cineplex Entertainment Corporation and the other persons identified therein.
3.1	Certificate of Incorporation of Loews Cineplex Entertainment Corporation, with amendments.
Certificates of Incorporation or corresponding instrument, with amendments, of the following additional registrants:
3.2.1	Loews Citywalk Theatre Corporation
3.2.2	S&J Theatres, Inc.
3.2.3	Loews Bristol Cinemas, Inc.
3.2.4	Loews Connecticut Cinemas, Inc.
3.2.5	Downtown Boston Cinemas, LLC
3.2.6	Farmers Cinemas, Inc.
3.2.7	Gateway Cinemas, LLC
3.2.8	Kips Bay Cinemas, Inc.
3.2.9	LCE Mexican Holdings, Inc.
3.2.10	Lewisville Cinemas, LLC
3.2.11	Loeks Acquisition Corp.
3.2.12	Loews Akron Cinemas, Inc.
3.2.13	Loews Arlington Cinemas, Inc.
3.2.14	Loews Bay Terrace Cinemas, Inc.
3.2.15	Loews Berea Cinemas, Inc.

II-2

3.2.16	Loews Cineplex International Holdings, Inc.
3.2.17	Loews Cineplex Theatres, Inc.
3.2.18	Loews Cineplex Theatres Holdco, Inc.
3.2.19	Loews Cineplex U.S. Callco, LLC
3.2.20	Loews Garden State Cinemas, LLC
3.2.21	Loews Greenwood Cinemas, Inc.
3.2.22	Loews North Versailles Cinemas, LLC
3.2.23	Loews Plainville Cinemas, LLC
3.2.24	Loews Stonybrook Cinemas, Inc.
3.2.25	Loews Theatre Management Corp.
3.2.26	Loews Theatres Clearing Corp.
3.2.27	Loews USA Cinemas Inc.
3.2.28	Loews Vestal Cinemas, Inc.
3.2.29	Loews Washington Cinemas, Inc.
3.2.30	LTM New York, Inc.
3.2.31	LTM Turkish Holdings, Inc.
3.2.32	Methuen Cinemas, LLC
3.2.33	Ohio Cinemas, LLC
3.2.34	Plitt Southern Theatres, Inc.
3.2.35	Plitt Theatres, Inc.
3.2.36	Poli-New England Theatres, Inc.
3.2.37	Richmond Mall Cinemas, LLC
3.2.38	RKO Century Warner Theatres, Inc.
3.2.39	Springfield Cinemas, LLC
3.2.40	Star Theatres of Michigan, Inc.
3.2.41	Star Theatres, Inc.
3.2.42	The Walter Reade Organization, Inc.
3.2.43	Theater Holdings, Inc.
3.2.44	U.S.A. Cinemas, Inc.
3.2.45	Waterfront Cinemas, LLC
3.2.46	Crestwood Cinemas, Inc.
3.2.47	Illinois Cinemas, Inc.
3.2.48	Loews Chicago Cinemas, Inc.
3.2.49	Loews Merrillville Cinemas, Inc.
3.2.50	Loews Piper’s Theatres, Inc.

II-3

3.2.51	Loews Rolling Meadows Cinemas, Inc.
3.2.52	North Star Cinemas, Inc.
3.2.53	Rosemont Cinemas, Inc.
3.2.54	Skokie Cinemas, Inc.
3.2.55	South Holland Cinemas, Inc.
3.2.56	Webster Chicago Cinemas, Inc.
3.2.57	Woodfield Cinemas, Inc.
3.2.58	Woodridge Cinemas, Inc.
3.2.59	Loews Century Mall Cinemas, Inc.
3.2.60	Loews Cherry Tree Mall Cinemas, Inc.
3.2.61	Loews Lafayette Cinemas, Inc.
3.2.62	Fall River Cinema, Inc.
3.2.63	Liberty Tree Cinema Corp.
3.2.64	Loews Cheri Cinemas, Inc.
3.2.65	Loews Fresh Pond Cinemas, Inc.
3.2.66	Nickelodeon Boston, Inc.
3.2.67	Sack Theatres, Inc.
3.2.68	Loews Baltimore Cinemas, Inc.
3.2.69	Loews Centerpark Cinemas, Inc.
3.2.70	Brick Plaza Cinemas, Inc.
3.2.71	Jersey Garden Cinemas, Inc.
3.2.72	Loews East Hanover Cinemas, Inc.
3.2.73	Loews Freehold Mall Cinemas, Inc.
3.2.74	Loews Meadowland Cinemas 8, Inc.
3.2.75	Loews Meadowland Cinemas, Inc.
3.2.76	Loews Mountainside Cinemas, Inc.
3.2.77	Loews New Jersey Cinemas, Inc.
3.2.78	Loews Newark Cinemas, Inc.
3.2.79	Loews Ridgefield Park Cinemas, Inc.
3.2.80	Loews Toms River Cinemas, Inc.
3.2.81	Loews West Long Branch Cinemas, Inc.
3.2.82	Loews-Hartz Music Makers Theatres, Inc.
3.2.83	Music Makers Theatres, Inc.
3.2.84	New Brunswick Cinemas, Inc.
3.2.85	Parsippany Theatre Corp.

II-4

3.2.86	Red Bank Theatre Corporation
3.2.87	White Marsh Cinemas, Inc.
3.2.88	71st & 3rd Ave. Corp.
3.2.89	Crescent Advertising Corporation
3.2.90	Eton Amusement Corporation
3.2.91	Forty-Second Street Cinemas, Inc.
3.2.92	Hawthorne Amusement Corporation
3.2.93	Hinsdale Amusement Corporation
3.2.94	Lance Theatre Corporation
3.2.95	Loews Astor Plaza, Inc.
3.2.96	Loews Boulevard Cinemas, Inc.
3.2.97	Loews Broadway Cinemas, Inc.
3.2.98	Loew’s California Theatres, Inc.
3.2.99	Loews Crystal Run Cinemas, Inc.
3.2.100	Loews East Village Cinemas, Inc.
3.2.101	Loews Elmwood Cinemas, Inc.
3.2.102	Loews Levittown Cinemas, Inc.
3.2.103	Loews Lincoln Theatre Holding Corp.
3.2.104	Loews Orpheum Cinemas, Inc.
3.2.105	Loews Palisades Center Cinemas, Inc.
3.2.106	Loews Roosevelt Field Cinemas, Inc.
3.2.107	Loews Trylon Theatre, Inc.
3.2.108	Parkchester Amusement Corporation
3.2.109	Putnam Theatrical Corporation
3.2.110	Talent Booking Agency, Inc.
3.2.111	Thirty-Fourth Street Cinemas, Inc.
3.2.112	Loews Richmond Mall Cinemas, Inc.
3.2.113	Mid-States Theatres, Inc.
3.2.114	Loews Montgomery Cinemas, Inc.
3.2.115	Stroud Mall Cinemas, Inc.
3.2.116	Cityplace Cinemas, Inc
3.2.117	Fountain Cinemas, Inc.
3.2.118	Loews Arlington West Cinemas, Inc.
3.2.119	Loews Deauville North Cinemas, Inc.
3.2.120	Loews Fort Worth Cinemas, Inc.

II-5

3.2.121	Loews Houston Cinemas, Inc.
3.2.122	Loews Lincoln Plaza Cinemas, Inc.
3.2.123	Loews Cineplex Entertainment Gift Card Corporation
3.2.124	Loews Pentagon City Cinemas, Inc.
3.2.125	LCE AcquisitionSub, Inc.
3.3	By-laws of Loews Cineplex Entertainment Corporation.
3.4	By-laws of the following Additional Registrants:
		71st & 3rd Ave. Corp.
		Brick Plaza Cinemas, Inc.
		Cityplace Cinemas, Inc.
		Crescent Advertising Corporation
		Crestwood Cinemas, Inc.
		Eton Amusement Corporation
		Fall River Cinema, Inc.
		Farmers Cinemas, Inc.
		Forty-Second Street Cinemas, Inc.
		Fountain Cinemas, Inc.
		Hawthorne Amusement Corporation
		Hinsdale Amusement Corporation
		Illinois Cinemas, Inc.
		Jersey Garden Cinemas, Inc.
		Kips Bay Cinemas, Inc.
		Lance Theatre Corporation
		Liberty Tree Cinema Corp.
		Loeks Acquisition Corp.
		Loews Akron Cinemas, Inc.
		Loews Arlington Cinemas, Inc.
		Loews Arlington West Cinemas, Inc.
		Loews Astor Plaza, Inc.
		Loews Baltimore Cinemas, Inc.
		Loews Bay Terrace Cinemas, Inc.
		Loews Berea Cinemas, Inc.
		Loews Boulevard Cinemas, Inc.
		Loews Bristol Cinemas, Inc.
		Loews Broadway Cinemas, Inc.

II-6

Loew’s California Theatres, Inc.

Loews Centerpark Cinemas, Inc.

Loews Century Mall Cinemas, Inc.

Loews Cheri Cinemas, Inc.

Loews Cherry Tree Mall Cinemas, Inc.

Loews Chicago Cinemas, Inc.

Loews Cineplex Entertainment Gift Card Corporation

Loews Cineplex International Holdings, Inc.

Loews Cineplex Theatres Holdco, Inc.

Loews Citywalk Theatre Corporation

Loews Connecticut Cinemas, Inc.

Loews Crystal Run Cinemas, Inc.

Loews Deauville North Cinemas, Inc.

Loews East Hanover Cinemas, Inc.

Loews East Village Cinemas, Inc.

Loews Elmwood Cinemas, Inc.

Loews Fort Worth Cinemas, Inc.

Loews Freehold Mall Cinemas, Inc.

Loews Fresh Pond Cinemas, Inc.

Loews Greenwood Cinemas, Inc.

Loews Houston Cinemas, Inc.

Loews Lafayette Cinemas, Inc.

Loews Levittown Cinemas, Inc.

Loews Lincoln Plaza Cinemas, Inc.

Loews Lincoln Theatre Holding Corp.

Loews Meadowland Cinemas 8, Inc.

Loews Meadowland Cinemas, Inc.

Loews Merrillville Cinemas, Inc.

Loews Montgomery Cinemas, Inc.

Loews Mountainside Cinemas, Inc.

Loews New Jersey Cinemas, Inc.

Loews Newark Cinemas, Inc.

Loews Orpheum Cinemas, Inc.

Loews Palisades Center Cinemas, Inc.

II-7

Loews Pentagon City Cinemas, Inc.

Loews Piper’s Theatres, Inc.

Loews Richmond Mall Cinemas, Inc.

Loews Ridgefield Park Cinemas, Inc.

Loews Rolling Meadows Cinemas, Inc.

Loews Roosevelt Field Cinemas, Inc.

Loews Stonybrook Cinemas, Inc.

Loews Theatre Management Corp.

Loews Theatres Clearing Corp.

Loews Toms River Cinemas, Inc.

Loews Trylon Theatre, Inc.

Loews USA Cinemas Inc.

Loews Vestal Cinemas, Inc.

Loews Washington Cinemas, Inc.

Loews West Long Branch Cinemas, Inc.

Loews-Hartz Music Makers Theatres, Inc.

LTM New York, Inc.

LTM Turkish Holdings, Inc.

Mid-States Theatres, Inc.

Music Makers Theatres, Inc.

New Brunswick Cinemas, Inc.

Nickelodeon Boston, Inc.

North Star Cinemas, Inc.

Parkchester Amusement Corporation

Parsippany Theatre Corp.

Plitt Southern Theatres, Inc.

Plitt Theatres, Inc.

Poli-New England Theatres, Inc.

Putnam Theatrical Corporation

Red Bank Theatre Corporation

RKO Century Warner Theatres, Inc.

Rosemont Cinemas, Inc.

S&J Theatres Inc.

Sack Theatres, Inc.

Skokie Cinemas, Inc.

II-8

		South Holland Cinemas, Inc.
		Star Theatres of Michigan, Inc.
		Star Theatres, Inc.
		Stroud Mall Cinemas, Inc.
		Talent Booking Agency, Inc.
		The Walter Reade Organization, Inc.
		Theater Holdings, Inc.
		Thirty-Fourth Street Cinemas, Inc.
		U.S.A. Cinemas, Inc.
		Webster Chicago Cinemas, Inc.
		White Marsh Cinemas, Inc.
		Woodfield Cinemas, Inc.
		Woodridge Cinemas, Inc.
3.5	By-laws of LCE Mexican Holdings, Inc.
3.6	By-laws of Loews Cineplex Theatres, Inc.
3.7	Limited Liability Company Agreement of Loews Cineplex U.S. Callco, LLC.
3.8	Limited Liability Company Agreement of Downtown Boston Cinemas, LLC
3.9	Limited Liability Company Agreement of Gateway Cinemas, LLC.
3.10	Limited Liability Company Agreement of Loews North Versailles Cinemas, LLC.
3.11	Limited Liability Company Agreement of Loews Plainville Cinemas, LLC.
3.12	Limited Liability Company Agreement of Methuen Cinemas, LLC.
3.13	Limited Liability Company Agreement of Ohio Cinemas, LLC.
3.14	Limited Liability Company Agreement of Richmond Mall Cinemas, LLC.
3.15	Limited Liability Company Agreement of Springfield Cinemas, LLC.
3.16	Limited Liability Company Agreement of Waterfront Cinemas, LLC.
3.17	Limited Liability Company Agreement of Lewisville Cinemas, LLC.
3.18	Limited Liability Company Agreement of Loews Garden State Cinemas, LLC.
3.19	Partnership Agreement of Loeks-Star Partners.
3.20	By-Laws of LCE AcquisitionSub, Inc.
4.1	Indenture dated as of July 30, 2004, among Loews Cineplex Entertainment Corporation, the Guarantors named therein, and U.S. Bank National Association, Trustee.
4.2	Registration Rights Agreement dated as of July 30, 2004 by and among Loews Cineplex Entertainment Corporation, Credit Suisse First Boston LLC, Citicorp Global Capital Markets Inc., Bank of America Securities LLC, Deutsche Bank Securities Inc. and Lehman Brothers Inc.
5	Opinion of Ropes & Gray LLP.

II-9

9.1	Stockholders Agreement dated as of July 30, 2004 among Loews Cineplex Entertainment Corporation, LCE Holdings, Inc. and Certain Stockholders of LCE Holdings, Inc.
9.2	Management Stockholders Agreement dated as of January 12, 2005 among LCE Holdings, Inc., LCE Intermediate Holdings, Inc., LCE Holdco LLC, Loews Cineplex Entertainment Corporation and Certain Stockholders of LCE Holdings, Inc.
10.1	Credit Agreement dated as of July 30, 2004 among Loews Cineplex Entertainment Corporation, Grupo Cinemex, S.A. DE C.V., Cadena Mexicana De Exhibición, S.A. de C.V., LCE Holdco, LLC, Citigroup Global Markets Inc. and Credit Suisse First Boston, as Joint Lead Arrangers and Joint Bookrunners, Credit Suisse First Boston, as Syndication Agent, Bank Of America, N.A., Deutsche Bank AG Cayman Islands Branch and Lehman Commercial Paper Inc., as Co-Documentation Agents, Citicorp North America, Inc., as Administrative Agent, Dollar Swing Line Lender and L/C Issuer and Banco Nacional de Mexico, S.A., Integrante Del Grupo Financiero Banamex, as Mexican Administrative Agent and Peso Swing Line Lender.
10.2	Security Agreement dated as of July 30, 2004 between Loews Cineplex Entertainment Corporation, the Grantors referred to therein as Grantors and Credit Suisse First Boston, as administrative agent.
10.3	Loan Agreement dated as of August 16, 2004 between Grupo Cinemex, S.A. de C.V. and Cadena Mexicana De Exhibición, S.A. de C.V.
10.4	Revolving Loan Agreement dated as of August 16, 2004 between Grupo Cinemex, S.A. de C.V. and Cadena Mexicana De Exhibición, S.A. de C.V.
10.5	Subsidiary Guaranty dated as of July 30, 2004 from Subsidiary Guarantors named therein in favor of the secured parties referred to in the Credit Agreement referred to therein.
10.6	Management Agreement dated as of July 30, 2004 by and among Loews Cineplex Entertainment Corporation, UGS Holdings, Inc., Bain Capital Partners, LLC, The Carlyle Group, and Spectrum Equity Investors.
10.7	Employment Agreement between Travis Reid and Loews Cineplex Entertainment Corporation dated January 1, 2005.
10.8	Employment Agreement between Miguel Davila and Loews Cineplex Entertainment Corporation dated November 10, 2004.
10.9	Amended and Restated Management Stock Option Plan for LCE Holdings, Inc. and LCE Intermediate Holdings, Inc.
10.10	Joint Venture Agreement, dated as of April 27, 1998, by and among LTM Spanish Holdings, Inc. and Ricardo Evole Martil, as amended on July 7, 2003.
10.11	Amended and Restated Joint Venture Agreement, dated as of July 25, 2002, by and among Megabox Cineplex, Inc., Mediaplex, Inc., Loews Cineplex Entertainment Corporation and Loews Cineplex International Holdings, Inc.
10.12	Amended and Restated Registration Rights Agreement dated as of January 12, 2005 among LCE Holdings, Inc., LCE Intermediate Holdings, Inc., LCE Holdco LLC, Loews Cineplex Entertainment Corporation and Certain Stockholders of LCE Holdings, Inc.
10.13	Form of Indemnification Agreement between Loews Cineplex Entertainment Corporation and each of Michael Politi and Bryan Berndt.
10.14	Form of Indemnification Agreement between Loews Cineplex Entertainment Corporation and each of Travis Reid, John Walker, David Badain and Seymour Smith.
10.15	Form of Option Agreement of LCE Holdings, Inc. and LCE Intermediate Holdings, Inc.
10.16	Option Agreement between LCE Holdings, Inc., LCE Intermediate Holdings, Inc. and Travis Reid.
12	Statement of Computation of Ratio of Earnings to Fixed Charges.
25	Statement of Eligibility of Trustee on Form T-1 of U.S. Bank as Trustee.
21	Subsidiaries.
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.

* To be filed by amendment.

II-10

(b) Financial Statement Schedules

Valuation and Qualifying Accounts

(In thousands of U.S. Dollars)

	Balance at Beginning of Period		Additions		Deductions			Balance at End of Period
Period from April 1, to December 31, 2002
Valuation allowance	$	513,170	$	0	($	181,950	)	$	331,220
Year ended December 31, 2003
Valuation allowance	$	331,220	$	0	($	45,572	)	$	285,648
Period from January 1 to July 31, 2004
Valuation allowance	$	285,648	$	0	($	4,902	)	$	280,746
Period from August 1 to December 31, 2004
Valuation allowance	$	297,182	$	0	($	24,364	)	$	272,818

Item 22. Undertakings

(a) Each of the undersigned registrants hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 22 or 13 of this S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(c) Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-11

(d) Insofar as indemnification for liabilities arising under Securities Act of 1933 may be permitted to directors, officers and controlling persons of each of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by either of the registrants of expenses incurred or paid by a director, officer or controlling person of either of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each of the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(e) Each of the undersigned registrants hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

(f) Each of the undersigned registrants hereby undertakes that every prospectus (i) that is filed pursuant to the immediately preceding paragraph or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act, Loews Cineplex Entertainment Corporation has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York on April 15, 2005.

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

/s/    Travis Reid        

Travis Reid

President, Chief Executive Officer and Director

POWER OF ATTORNEY

The undersigned directors and officers of Loews Cineplex Entertainment Corporation hereby appoint John J. Walker as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
Principal Executive Officer:
/S/    TRAVIS REID         Travis Reid	President, Chief Executive Officer and Director	April 15, 2005
Principal Financial and Accounting Officer:
/S/    JOHN J. WALKER         John J. Walker	Senior Vice President, Chief Financial Officer and Treasurer	April 15, 2005
/S/    MIGUEL ÁNGEL DÁVILA         Miguel Ángel Dávila	CEO Cinemex and Director	April 15, 2005
/S/    JOHN CONNAUGHTON         John Connaughton	Director	April 15, 2005
/S/    PHILIP LOUGHLIN         Philip Loughlin	Director	April 15, 2005
/S/    IAN REYNOLDS         Ian Reynolds	Director	April 15, 2005

Signature	Title	Date
/S/    MICHAEL CONNELLY         Michael Connelly	Director	April 15, 2005
/S/    ALLAN HOLT         Allan Holt	Director	April 15, 2005
/S/    ELIOT MERRILL         Eliot Merrill	Director	April 15, 2005
/S/    BRION APPLEGATE         Brion Applegate	Director	April 15, 2005
/S/    BENJAMIN COUGHLIN         Benjamin Coughlin	Director	April 15, 2005

SIGNATURES

Pursuant to the requirements of the Securities Act, each of the Registrants listed below has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York on April 15, 2005.

71ST & 3RD AVE. CORP.

BRICK PLAZA CINEMAS, INC.

CITYPLACE CINEMAS, INC.

CRESCENT ADVERTISING CORPORATION

CRESTWOOD CINEMAS, INC.

ETON AMUSEMENT CORPORATION

FALL RIVER CINEMA, INC.

FARMERS CINEMAS, INC.

FORTY-SECOND STREET CINEMAS, INC.

FOUNTAIN CINEMAS, INC.

HAWTHORNE AMUSEMENT CORPORATION

HINSDALE AMUSEMENT CORPORATION

ILLINOIS CINEMAS, INC.

JERSEY GARDEN CINEMAS, INC.

KIPS BAY CINEMAS, INC.

LANCE THEATRE CORPORATION

LCE ACQUISITIONSUB, INC.

LCE MEXICAN HOLDINGS, INC.

LIBERTY TREE CINEMA CORP.

LOEKS ACQUISITION CORP.

LOEWS AKRON CINEMAS, INC.

LOEWS ARLINGTON CINEMAS, INC.

LOEWS ARLINGTON WEST CINEMAS, INC.

LOEWS ASTOR PLAZA, INC.

LOEWS BALTIMORE CINEMAS, INC.

LOEWS BAY TERRACE CINEMAS, INC.

LOEWS BEREA CINEMAS, INC.

LOEWS BOULEVARD CINEMAS, INC.

LOEWS BRISTOL CINEMAS, INC.

LOEWS BROADWAY CINEMAS, INC.

LOEW’S CALIFORNIA THEATRES, INC.

LOEWS CENTERPARK CINEMAS, INC.

LOEWS CENTURY MALL CINEMAS, INC.

LOEWS CHERI CINEMAS, INC.

LOEWS CHERRY TREE MALL CINEMAS, INC.

LOEWS CHICAGO CINEMAS, INC.

LOEWS CINEPLEX ENTERTAINMENT GIFT CARD CORPORATION

LOEWS CINEPLEX INTERNATIONAL HOLDINGS, INC.

LOEWS CINEPLEX THEATRES, INC.

LOEWS CINEPLEX THEATRES HOLDCO, INC.

LOEWS CITYWALK THEATRE CORPORATION

LOEWS CONNECTICUT CINEMAS, INC.

LOEWS CRYSTAL RUN CINEMAS, INC.

LOEWS DEAUVILLE NORTH CINEMAS, INC.

LOEWS EAST HANOVER CINEMAS, INC.

LOEWS EAST VILLAGE CINEMAS, INC.

LOEWS ELMWOOD CINEMAS, INC.

LOEWS FORT WORTH CINEMAS, INC.

LOEWS FREEHOLD MALL CINEMAS, INC.

LOEWS FRESH POND CINEMAS, INC.

LOEWS GREENWOOD CINEMAS, INC.

LOEWS HOUSTON CINEMAS, INC.

LOEWS LAFAYETTE CINEMAS, INC.

LOEWS LEVITTOWN CINEMAS, INC.

LOEWS LINCOLN PLAZA CINEMAS, INC.

LOEWS LINCOLN THEATRE HOLDING CORP.

LOEWS MEADOWLAND CINEMAS 8, INC.

LOEWS MEADOWLAND CINEMAS, INC.

LOEWS MERRILLVILLE CINEMAS, INC.

LOEWS MONTGOMERY CINEMAS, INC.

LOEWS MOUNTAINSIDE CINEMAS, INC.

LOEWS NEW JERSEY CINEMAS, INC.

LOEWS NEWARK CINEMAS, INC.

LOEWS ORPHEUM CINEMAS, INC.

LOEWS PALISADES CENTER CINEMAS, INC.

LOEWS PENTAGON CITY CINEMAS, INC.

LOEWS PIPER’S THEATRES, INC.

LOEWS RICHMOND MALL CINEMAS, INC.

LOEWS RIDGEFIELD PARK CINEMAS, INC.

LOEWS ROLLING MEADOWS CINEMAS, INC.

LOEWS ROOSEVELT FIELD CINEMAS, INC.

LOEWS STONYBROOK CINEMAS, INC.

LOEWS THEATRE MANAGEMENT CORP.

LOEWS THEATRES CLEARING CORP.

LOEWS TOMS RIVER CINEMAS, INC.

LOEWS TRYLON THEATRE, INC.

LOEWS USA CINEMAS INC.

LOEWS VESTAL CINEMAS, INC.

LOEWS WASHINGTON CINEMAS, INC.

LOEWS WEST LONG BRANCH CINEMAS, INC.

LOEWS-HARTZ MUSIC MAKERS THEATRES, INC.

LTM NEW YORK, INC.

LTM TURKISH HOLDINGS, INC.

MID-STATES THEATRES, INC.

MUSIC MAKERS THEATRES, INC.

NEW BRUNSWICK CINEMAS, INC.

NICKELODEON BOSTON, INC.

NORTH STAR CINEMAS, INC.

PARKCHESTER AMUSEMENT CORPORATION

PARSIPPANY THEATRE CORP.

PLITT SOUTHERN THEATRES, INC.

PLITT THEATRES, INC.

POLI-NEW ENGLAND THEATRES, INC.

PUTNAM THEATRICAL CORPORATION

RED BANK THEATRE CORPORATION

RKO CENTURY WARNER THEATRES, INC.

ROSEMONT CINEMAS, INC.

S&J THEATRES INC.

SACK THEATRES, INC.

SKOKIE CINEMAS, INC.

SOUTH HOLLAND CINEMAS, INC.

STAR THEATRES OF MICHIGAN, INC.

STAR THEATRES, INC.

STROUD MALL CINEMAS, INC.

TALENT BOOKING AGENCY, INC.

THE WALTER READE ORGANIZATION, INC.

THEATER HOLDINGS, INC.

THIRTY-FOURTH STREET CINEMAS, INC.

U.S.A. CINEMAS, INC.

WEBSTER CHICAGO CINEMAS, INC.

WHITE MARSH CINEMAS, INC.

WOODFIELD CINEMAS, INC.

WOODRIDGE CINEMAS, INC.

/s/    TRAVIS REID        

Travis Reid

President, Chief Executive Officer and Director

POWER OF ATTORNEY

The undersigned directors and officers of the Registrants listed above hereby appoint John J. Walker as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
Principal Executive Officer:
/S/    TRAVIS REID         Travis Reid	President, Chief Executive Officer and Director	April 15, 2005
Principal Financial and Accounting Officer:
/S/    JOHN J. WALKER         John J. Walker	Senior Vice President, Chief Financial Officer, Treasurer and Director	April 15, 2005
/S/    MICHAEL POLITI         Michael Politi	Senior Vice President, General Counsel, Secretary and Director	April 15, 2005

SIGNATURES

Pursuant to the requirements of the Securities Act, each of the Registrants listed below has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York on April 15, 2005.

DOWNTOWN BOSTON CINEMAS, LLC

LOEWS NORTH VERSAILLES CINEMAS, LLC

LOEWS PLAINVILLE CINEMAS, LLC

METHUEN CINEMAS, LLC

OHIO CINEMAS, LLC

RICHMOND MALL CINEMAS, LLC

SPRINGFIELD CINEMAS, LLC

WATERFRONT CINEMAS, LLC

/S/    TRAVIS REID        

Travis Reid

President and Chief Executive Officer of Plitt Theatres, Inc., the Sole Member

POWER OF ATTORNEY

The undersigned officers of Plitt Theatres, Inc., the Sole Member of the Registrants listed above, hereby appoint John J. Walker as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
Principal Executive Officer:
/S/    TRAVIS REID         Travis Reid	President and Chief Executive Officer of Sole Member	April 15, 2005
Principal Financial and Accounting Officer:
/S/    JOHN J. WALKER         John J. Walker	Senior Vice President, Chief Financial Officer and Treasurer of Sole Member	April 15, 2005
/S/    MICHAEL POLITI         Michael Politi	Senior Vice President, General Counsel and Secretary of Sole Member	April 15, 2005

SIGNATURES

Pursuant to the requirements of the Securities Act, each of the Registrants listed below has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York on April 15, 2005.

GATEWAY CINEMAS, LLC

LEWISVILLE CINEMAS, LLC

LOEWS GARDEN STATE CINEMAS, LLC

/S/    TRAVIS REID        

Travis Reid

President and Chief Executive Officer of RKO Century Warner Theatres, Inc., the Sole Member

POWER OF ATTORNEY

The undersigned officers of RKO Century Warner Theatres, Inc., the Sole Member of the Registrants listed above, hereby appoint John J. Walker as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
Principal Executive Officer:
/S/    TRAVIS REID         Travis Reid	President and Chief Executive Officer of Sole Member	April 15, 2005
Principal Financial and Accounting Officer:
/S/    JOHN J. WALKER         John J. Walker	Senior Vice President, Chief Financial Officer and Treasurer of Sole Member	April 15, 2005
/S/    MICHAEL POLITI         Michael Politi	Senior Vice President, General Counsel and Secretary of Sole Member	April 15, 2005

SIGNATURES

Pursuant to the requirements of the Securities Act, Loews Cineplex U.S. Callco, LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York on April 15, 2005.

LOEWS CINEPLEX U.S. CALLCO, LLC

/S/    TRAVIS REID        

Travis Reid

President and Chief Executive Officer of Loews Cineplex Theatres, Inc., the Sole Member

POWER OF ATTORNEY

The undersigned officers of Loews Cineplex Theatres, Inc., the Sole Member of Loews Cineplex U.S. Callco, LLC, hereby appoint John J. Walker as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
Principal Executive Officer:
/S/    TRAVIS REID         Travis Reid	President and Chief Executive Officer of Sole Member	April 15, 2005
Principal Financial and Accounting Officer:
/S/    JOHN J. WALKER         John J. Walker	Senior Vice President, Chief Financial Officer and Treasurer of Sole Member	April 15, 2005
/S/    MICHAEL POLITI         Michael Politi	Senior Vice President, General Counsel and Secretary of Sole Member	April 15, 2005

SIGNATURES

Pursuant to the requirements of the Securities Act, Loeks Star Partners has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York on April 15, 2005.

LOEKS STAR PARTNERS

/S/    TRAVIS REID        

Travis Reid

President and Chief Executive Officer of Star Theatres

of Michigan, Inc., a General Partner

POWER OF ATTORNEY

The undersigned officers of Star Theatres of Michigan, Inc., a General Partner of Loeks Star Partners, hereby appoint John J. Walker as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
Principal Executive Officer:
/S/    TRAVIS REID         Travis Reid	President and Chief Executive Officer of General Partner	April 15, 2005
Principal Financial and Accounting Officer:
/S/    JOHN J. WALKER         John J. Walker	Senior Vice President, Chief Financial Officer and Treasurer of General Partner	April 15, 2005
/S/    MICHAEL POLITI         Michael Politi	Senior Vice President, General Counsel and Secretary of General Partner	April 15, 2005

EXHIBIT INDEX

Exhibit Number	Description of Exhibits
2.1	Stock Purchase Agreement dated as of June 18, 2004, among LCE Holdings, Inc., Loews Cineplex Entertainment Corporation and the other persons identified therein.
3.1	Certificate of Incorporation of Loews Cineplex Entertainment Corporation with amendments, if any.
Certificates of Incorporation or corresponding instrument, with amendments, of the following additional registrants:
3.2.1	Loews Citywalk Theatre Corporation
3.2.2	S&J Theatres, Inc.
3.2.3	Loews Bristol Cinemas, Inc.
3.2.4	Loews Connecticut Cinemas, Inc.
3.2.5	Downtown Boston Cinemas, LLC
3.2.6	Farmers Cinemas, Inc.
3.2.7	Gateway Cinemas, LLC
3.2.8	Kips Bay Cinemas, Inc.
3.2.9	LCE Mexican Holdings, Inc.
3.2.10	Lewisville Cinemas, LLC
3.2.11	Loeks Acquisition Corp.
3.2.12	Loews Akron Cinemas, Inc.
3.2.13	Loews Arlington Cinemas, Inc.
3.2.14	Loews Bay Terrace Cinemas, Inc.
3.2.15	Loews Berea Cinemas, Inc.
3.2.16	Loews Cineplex International Holdings, Inc.
3.2.17	Loews Cineplex Theatres, Inc.
3.2.18	Loews Cineplex Theatres Holdco, Inc.
3.2.19	Loews Cineplex U.S. Callco, LLC
3.2.20	Loews Garden State Cinemas, LLC
3.2.21	Loews Greenwood Cinemas, Inc.
3.2.22	Loews North Versailles Cinemas, LLC
3.2.23	Loews Plainville Cinemas, LLC
3.2.24	Loews Stonybrook Cinemas, Inc.
3.2.25	Loews Theatre Management Corp.
3.2.26	Loews Theatres Clearing Corp.
3.2.27	Loews USA Cinemas Inc.
3.2.28	Loews Vestal Cinemas, Inc.
3.2.29	Loews Washington Cinemas, Inc.

Exhibit Number	Description of Exhibits
3.2.30	LTM New York, Inc.
3.2.31	LTM Turkish Holdings, Inc.
3.2.32	Methuen Cinemas, LLC
3.2.33	Ohio Cinemas, LLC
3.2.34	Plitt Southern Theatres, Inc.
3.2.35	Plitt Theatres, Inc.
3.2.36	Poli-New England Theatres, Inc.
3.2.37	Richmond Mall Cinemas, LLC
3.2.38	RKO Century Warner Theatres, Inc.
3.2.39	Springfield Cinemas, LLC
3.2.40	Star Theatres of Michigan, Inc.
3.2.41	Star Theatres, Inc.
3.2.42	The Walter Reade Organization, Inc.
3.2.43	Theater Holdings, Inc.
3.2.44	U.S.A. Cinemas, Inc.
3.2.45	Waterfront Cinemas, LLC
3.2.46	Crestwood Cinemas, Inc.
3.2.47	Illinois Cinemas, Inc.
3.2.48	Loews Chicago Cinemas, Inc.
3.2.49	Loews Merrillville Cinemas, Inc.
3.2.50	Loews Piper’s Theatres, Inc.
3.2.51	Loews Rolling Meadows Cinemas, Inc.
3.2.52	North Star Cinemas, Inc.
3.2.53	Rosemont Cinemas, Inc.
3.2.54	Skokie Cinemas, Inc.
3.2.55	South Holland Cinemas, Inc.
3.2.56	Webster Chicago Cinemas, Inc.
3.2.57	Woodfield Cinemas, Inc.
3.2.58	Woodridge Cinemas, Inc.
3.2.59	Loews Century Mall Cinemas, Inc.
3.2.60	Loews Cherry Tree Mall Cinemas, Inc.
3.2.61	Loews Lafayette Cinemas, Inc.
3.2.62	Fall River Cinema, Inc.
3.2.63	Liberty Tree Cinema Corp.

Exhibit Number	Description of Exhibits
3.2.64	Loews Cheri Cinemas, Inc.
3.2.65	Loews Fresh Pond Cinemas, Inc.
3.2.66	Nickelodeon Boston, Inc.
3.2.67	Sack Theatres, Inc.
3.2.68	Loews Baltimore Cinemas, Inc.
3.2.69	Loews Centerpark Cinemas, Inc.
3.2.70	Brick Plaza Cinemas, Inc.
3.2.71	Jersey Garden Cinemas, Inc.
3.2.72	Loews East Hanover Cinemas, Inc.
3.2.73	Loews Freehold Mall Cinemas, Inc.
3.2.74	Loews Meadowland Cinemas 8, Inc.
3.2.75	Loews Meadowland Cinemas, Inc.
3.2.76	Loews Mountainside Cinemas, Inc.
3.2.77	Loews New Jersey Cinemas, Inc.
3.2.78	Loews Newark Cinemas, Inc.
3.2.79	Loews Ridgefield Park Cinemas, Inc.
3.2.80	Loews Toms River Cinemas, Inc.
3.2.81	Loews West Long Branch Cinemas, Inc.
3.2.82	Loews-Hartz Music Makers Theatres, Inc.
3.2.83	Music Makers Theatres, Inc.
3.2.84	New Brunswick Cinemas, Inc.
3.2.85	Parsippany Theatre Corp.
3.2.86	Red Bank Theatre Corporation
3.2.87	White Marsh Cinemas, Inc.
3.2.88	71st & 3rd Ave. Corp.
3.2.89	Crescent Advertising Corporation
3.2.90	Eton Amusement Corporation
3.2.91	Forty-Second Street Cinemas, Inc.
3.2.92	Hawthorne Amusement Corporation
3.2.93	Hinsdale Amusement Corporation
3.2.94	Lance Theatre Corporation
3.2.95	Loews Astor Plaza, Inc.
3.2.96	Loews Boulevard Cinemas, Inc.
3.2.97	Loews Broadway Cinemas, Inc.

Exhibit Number	Description of Exhibits
3.2.98	Leow’s California Theatres, Inc.
3.2.99	Loews Crystal Run Cinemas, Inc.
3.2.100	Loews East Village Cinemas, Inc.
3.2.101	Loews Elmwood Cinemas, Inc.
3.2.102	Loews Levittown Cinemas, Inc.
3.2.103	Loews Lincoln Theatre Holding Corp.
3.2.104	Loews Orpheum Cinemas, Inc.
3.2.105	Loews Palisades Center Cinemas, Inc.
3.2.106	Loews Roosevelt Field Cinemas, Inc.
3.2.107	Loews Trylon Theatre, Inc.
3.2.108	Parkchester Amusement Corporation
3.2.109	Putnam Theatrical Corporation
3.2.110	Talent Booking Agency, Inc.
3.2.111	Thirty-Fourth Street Cinemas, Inc.
3.2.112	Loews Richmond Mall Cinemas, Inc.
3.2.113	Mid-States Theatres, Inc.
3.2.114	Loews Montgomery Cinemas, Inc.
3.2.115	Stroud Mall Cinemas, Inc.
3.2.116	Cityplace Cinemas, Inc
3.2.117	Fountain Cinemas, Inc.
3.2.118	Loews Arlington West Cinemas, Inc.
3.2.119	Loews Deauville North Cinemas, Inc.
3.2.120	Loews Fort Worth Cinemas, Inc.
3.2.121	Loews Houston Cinemas, Inc.
3.2.122	Loews Lincoln Plaza Cinemas, Inc.
3.2.123	Loews Cineplex Entertainment Gift Card Corporation
3.2.124	Loews Pentagon City Cinemas, Inc.
3.2.125	LCE AcquisitionSub, Inc.
3.3	By-laws of Loews Cineplex Entertainment Corporation.

Exhibit Number	Description of Exhibits
3.4	By-laws of the following Additional Registrants:
	71st & 3rd Ave. Corp.
	Brick Plaza Cinemas, Inc.
	Cityplace Cinemas, Inc.
	Crescent Advertising Corporation
	Crestwood Cinemas, Inc.
	Eton Amusement Corporation
	Fall River Cinema, Inc.
	Farmers Cinemas, Inc.
	Forty-Second Street Cinemas, Inc.
	Fountain Cinemas, Inc.
	Hawthorne Amusement Corporation
	Hinsdale Amusement Corporation
	Illinois Cinemas, Inc.
	Jersey Garden Cinemas, Inc.
	Kips Bay Cinemas, Inc.
	Lance Theatre Corporation
	Liberty Tree Cinema Corp.
	Loeks Acquisition Corp.
	Loews Akron Cinemas, Inc.
	Loews Arlington Cinemas, Inc.
	Loews Arlington West Cinemas, Inc.
	Loews Astor Plaza, Inc.
	Loews Baltimore Cinemas, Inc.
	Loews Bay Terrace Cinemas, Inc.
	Loews Berea Cinemas, Inc.
	Loews Boulevard Cinemas, Inc.
	Loews Bristol Cinemas, Inc.
	Loews Broadway Cinemas, Inc.
	Loew’s California Theatres, Inc.
	Loews Centerpark Cinemas, Inc.
	Loews Century Mall Cinemas, Inc.
	Loews Cheri Cinemas, Inc.
	Loews Cherry Tree Mall Cinemas, Inc.

Exhibit Number	Description of Exhibits
	Loews Chicago Cinemas, Inc.
	Loews Cineplex Entertainment Gift Card Corporation
	Loews Cineplex International Holdings, Inc.
	Loews Cineplex Theatres, Inc.
	Loews Cineplex Theatres Holdco, Inc.
	Loews Citywalk Theatre Corporation
	Loews Connecticut Cinemas, Inc.
	Loews Crystal Run Cinemas, Inc.
	Loews Deauville North Cinemas, Inc.
	Loews East Hanover Cinemas, Inc.
	Loews East Village Cinemas, Inc.
	Loews Elmwood Cinemas, Inc.
	Loews Fort Worth Cinemas, Inc.
	Loews Freehold Mall Cinemas, Inc.
	Loews Fresh Pond Cinemas, Inc.
	Loews Greenwood Cinemas, Inc.
	Loews Houston Cinemas, Inc.
	Loews Lafayette Cinemas, Inc.
	Loews Levittown Cinemas, Inc.
	Loews Lincoln Plaza Cinemas, Inc.
	Loews Lincoln Theatre Holding Corp.
	Loews Meadowland Cinemas 8, Inc.
	Loews Meadowland Cinemas, Inc.
	Loews Merrillville Cinemas, Inc.
	Loews Montgomery Cinemas, Inc.
	Loews Mountainside Cinemas, Inc.
	Loews New Jersey Cinemas, Inc.
	Loews Newark Cinemas, Inc.
	Loews Orpheum Cinemas, Inc.
	Loews Palisades Center Cinemas, Inc.
	Loews Pentagon City Cinemas, Inc.
	Loews Piper’s Theatres, Inc.
	Loews Richmond Mall Cinemas, Inc.
	Loews Ridgefield Park Cinemas, Inc.
	Loews Rolling Meadows Cinemas, Inc.

Exhibit Number	Description of Exhibits
	Loews Roosevelt Field Cinemas, Inc.
	Loews Stonybrook Cinemas, Inc.
	Loews Theatre Management Corp.
	Loews Theatres Clearing Corp.
	Loews Toms River Cinemas, Inc.
	Loews Trylon Theatre, Inc.
	Loews USA Cinemas Inc.
	Loews Vestal Cinemas, Inc.
	Loews Washington Cinemas, Inc.
	Loews West Long Branch Cinemas, Inc.
	Loews-Hartz Music Makers Theatres, Inc.
	LTM New York, Inc.
	LTM Turkish Holdings, Inc.
	Mid-States Theatres, Inc.
	Music Makers Theatres, Inc.
	New Brunswick Cinemas, Inc.
	Nickelodeon Boston, Inc.
	North Star Cinemas, Inc.
	Parkchester Amusement Corporation
	Parsippany Theatre Corp.
	Plitt Southern Theatres, Inc.
	Plitt Theatres, Inc.
	Poli-New England Theatres, Inc.
	Putnam Theatrical Corporation
	Red Bank Theatre Corporation
	RKO Century Warner Theatres, Inc.
	Rosemont Cinemas, Inc.
	S&J Theatres Inc.
	Sack Theatres, Inc.
	Skokie Cinemas, Inc.
	South Holland Cinemas, Inc.
	Star Theatres of Michigan, Inc.
	Star Theatres, Inc.
	Stroud Mall Cinemas, Inc.
	Talent Booking Agency, Inc.

Exhibit Number	Description of Exhibits
	The Walter Reade Organization, Inc.
	Theater Holdings, Inc.
	Thirty-Fourth Street Cinemas, Inc.
	U.S.A. Cinemas, Inc.
	Webster Chicago Cinemas, Inc.
	White Marsh Cinemas, Inc.
	Woodfield Cinemas, Inc.
	Woodridge Cinemas, Inc.
3.5	By-laws of LCE Mexican Holdings, Inc.
3.6	By-laws of Loews Cineplex Theatres, Inc.
3.7	Limited Liability Company Agreement of Loews Cineplex U.S. Callco, LLC.
3.8	Limited Liability Company Agreement of Downtown Boston Cinemas, LLC
3.9	Limited Liability Company Agreement of Gateway Cinemas, LLC.
3.10	Limited Liability Company Agreement of Loews North Versailles Cinemas, LLC.
3.11	Limited Liability Company Agreement of Loews Plainville Cinemas, LLC.
3.12	Limited Liability Company Agreement of Methuen Cinemas, LLC.
3.13	Limited Liability Company Agreement of Ohio Cinemas, LLC.
3.14	Limited Liability Company Agreement of Richmond Mall Cinemas, LLC.
3.15	Limited Liability Company Agreement of Springfield Cinemas, LLC.
3.16	Limited Liability Company Agreement of Waterfront Cinemas, LLC.
3.17	Limited Liability Company Agreement of Lewisville Cinemas, LLC.
3.18	Limited Liability Company Agreement of Loews Garden State Cinemas, LLC.
3.19	Partnership Agreement of Loeks-Star Partners.
3.20	By-Laws of LCE AcquisitionSub, Inc.
4.1	Indenture dated as of July 30, 2004, among Loews Cineplex Entertainment Corporation, the Guarantors named therein, and U.S. Bank National Association, Trustee.
4.2	Registration Rights Agreement dated as of July 30, 2004 by and among Loews Cineplex Entertainment Corporation, Credit Suisse First Boston LLC, Citicorp Global Capital Markets Inc., Bank of America Securities LLC, Deutsche Bank Securities Inc. and Lehman Brothers Inc.
5	Opinion of Ropes & Gray LLP.
9.1	Stockholders Agreement dated as of July 30, 2004 among Loews Cineplex Entertainment Corporation, LCE Holdings, Inc. and Certain Stockholders of LCE Holdings, Inc.
9.2	Management Stockholders Agreement dated as of January 12, 2005 among LCE Holdings, Inc., LCE Intermediate Holdings, Inc., LCE Holdco LLC, Loews Cineplex Entertainment Corporation and Certain Stockholders of LCE Holdings, Inc.

Exhibit Number	Description of Exhibits
10.1	Credit Agreement dated as of July 30, 2004 among Loews Cineplex Entertainment Corporation, Grupo Cinemex, S.A. DE C.V., Cadena Mexicana De Exhibición, S.A. de C.V., LCE Holdco, LLC, Citigroup Global Markets Inc. and Credit Suisse First Boston, as Joint Lead Arrangers and Joint Bookrunners, Credit Suisse First Boston, as Syndication Agent, Bank Of America, N.A., Deutsche Bank AG Cayman Islands Branch and Lehman Commercial Paper Inc., as Co-Documentation Agents, Citicorp North America, Inc., as Administrative Agent, Dollar Swing Line Lender and L/C Issuer and Banco Nacional de Mexico, S.A., Integrante Del Grupo Financiero Banamex, as Mexican Administrative Agent and Peso Swing Line Lender.
10.2	Security Agreement dated as of July 30, 2004 between Loews Cineplex Entertainment Corporation, the Grantors referred to therein as Grantors and Credit Suisse First Boston, as administrative agent.
10.3	Loan Agreement dated as of August 16, 2004 between Grupo Cinemex, S.A. de C.V. and Cadena Mexicana De Exhibición, S.A. de C.V.
10.4	Revolving Loan Agreement dated as of August 16, 2004 between Grupo Cinemex, S.A. de C.V. and Cadena Mexicana De Exhibición, S.A. de C.V.
10.5	Subsidiary Guaranty dated as of July 30, 2004 from Subsidiary Guarantors named therein in favor of the secured parties referred to in the Credit Agreement referred to therein.
10.6	Management Agreement dated as of July 30, 2004 by and among Loews Cineplex Entertainment Corporation, UGS Holdings, Inc., Bain Capital Partners, LLC, The Carlyle Group, and Spectrum Equity Investors.
10.7	Employment Agreement between Travis Reid and Loews Cineplex Entertainment Corporation dated January 1, 2005.
10.8	Employment Agreement between Miguel Davila and Loews Cineplex Entertainment Corporation dated November 10, 2004.
10.9	Amended and Restated Management Stock Option Plan for LCE Holdings, Inc. and LCE Intermediate Holdings, Inc.
10.10	Joint Venture Agreement, dated as of April 27, 1998, by and among LTM Spanish Holdings, Inc. and Ricardo Evole Martil, as amended on July 7, 2003.
10.11	Amended and Restated Joint Venture Agreement, dated as of July 25, 2002, by and among Megabox Cineplex, Inc., Mediaplex, Inc., Loews Cineplex Entertainment Corporation and Loews Cineplex International Holdings, Inc.
10.12	Amended and Restated Registration Rights Agreement dated as of January 12, 2005 among LCE Holdings, Inc., LCE Intermediate Holdings, Inc., LCE Holdco LLC, Loews Cineplex Entertainment Corporation and Certain Stockholders of LCE Holdings, Inc.
10.13	Form of Indemnification Agreement between Loews Cineplex Entertainment Corporation and each of Michael Politi and Bryan Berndt.
10.14	Form of Indemnification Agreement between Loews Cineplex Entertainment Corporation and each of Travis Reid, John Walker, David Badain and Seymour Smith.
10.15	Form of Option Agreement of LCE Holdings, Inc. and LCE Intermediate Holdings, Inc.
10.16	Option Agreement between LCE Holdings, Inc., LCE Intermediate Holdings, Inc. and Travis Reid.
12	Statement of Computation of Ratio of Earnings to Fixed Charges.
21	Subsidiaries.
25	Statement of Eligibility of Trustee on Form T-1 of U.S. Bank as Trustee.
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.

* To be filed by amendment.

EX-2.1

Exhibit 2.1

STOCK PURCHASE AGREEMENT

AMONG

LCE HOLDINGS, INC.,

LOEWS CINEPLEX ENTERTAINMENT CORPORATION,

AND THE OTHER PERSONS IDENTIFIED HEREIN

DATED AS OF JUNE 18, 2004

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of June 18, 2004, by LCE Holdings, Inc., a Delaware corporation (“Parent”), Loews Cineplex Entertainment Corporation, a Delaware corporation (“Loews”), and the stockholders of Loews identified on the signature pages hereto (“Sellers”).

RECITALS

Sellers desire to sell, and Parent desires to purchase through an indirect wholly-owned subsidiary (“Acquisition”) formed for the purpose, all of the issued and outstanding shares of capital stock of Loews for the consideration and on the terms set forth in this Agreement.

AGREEMENT

The parties, intending to be legally bound, agree as follows:

ARTICLE 1.

Definitions

For purposes of this Agreement, the following terms have the meanings specified or referred to in this Article 1:

“Acquisition” shall have the meaning set forth in the Recitals.

“Advisors” shall have the meaning set forth in Section 6.2.

“Affiliate” shall mean, with respect to a specified Person, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person.

“Aggregate Purchase Price” shall mean (A) the sum of (w) Equity Value, (x) Loews Canada Proceeds, (y) Loews Germany Proceeds and (z) Loews Warrants Proceeds, less (B) the sum of (x) the Loews Expenses, (y) 44% of the amount, if any, by which the Loews Canada Proceeds exceeds $247 million and (z) the Cash Escrow Amount placed in escrow pursuant to Section 6.1(e).

“Business Day” shall mean any day on which banks are not required or authorized to close in New York City.

“Cash Escrow Amount” shall have the meaning set forth in Section 6.1(e).

“Cash Payment Per Share” shall mean the amount obtained by the following formula:

CPPS	=	P
		LSO

where:

CPPS = Cash Payment Per Share

P = the Aggregate Purchase Price

LSO = the aggregate number of Loews Shares outstanding immediately prior to the Closing Date.

“Closing” shall have the meaning set forth in Section 2.3.

“Closing Date” shall mean the date and time as of which the Closing actually takes place.

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

“Confidentiality Agreement” shall mean the confidentiality agreement dated March 16, 2004 between Loews and Bain Capital Partners, LLC.

“Consent” shall mean any approval, consent, waiver or other authorization (including any Governmental Authorization).

“Contemplated Transactions” shall mean all of the transactions contemplated by this Agreement, including the transactions to be consummated pursuant to Section 6.1 and

(a) the sale of the Loews Shares by Sellers to Acquisition;

(b) the merger of Acquisition into Loews immediately following the consummation of the Closing; and

(c) the performance by the parties hereto of their respective covenants and obligations under this Agreement.

“Contract” shall mean any legally binding agreement, contract or undertaking.

“Credit Facilities” shall mean (a) the Priority Secured Credit Agreement, dated as of March 21, 2002, among LCT, Cineplex Odeon Corporation, Bankers Trust Company, as U.S. administrative agent, Deutsche Bank AG, Canada Branch, as Canadian administrative agent, General Electric Capital Corporation, as syndication agent, and Deutsche Banc Alex. Brown Inc., as sole and exclusive arranger, and (b) the Term Loan

2

Agreement, dated as of March 21, 2002, among LCT, the lenders identified therein and Bankers Trust Company, as administrative agent.

“Debt Commitment Letter” shall have the meaning set forth in Section 5.3.

“Debt Financing” shall have the meaning set forth in Section 5.3.

“Debt Financing Documents” shall have the meaning set forth in Section 5.3.

“D&O Insurance” shall have the meaning set forth in Section 10.3.

“Disclosure Schedules” shall mean the disclosure schedules delivered by Loews to Parent concurrently with the execution of this Agreement.

“$” or “Dollars” shall mean United States Dollars.

“Emergence Date” shall mean March 21, 2002.

“Encumbrance” shall mean any charge, claim, community property interest, condition, equitable interest, lien, option, pledge, security interest, right of first refusal or similar restriction.

“Engagement Letter” shall have the meaning set forth in Section 5.3.

“Environmental Claim” means any claim, action, cause of action, investigation or written notice by any Person alleging potential liability (including, without limitation, potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries or penalties) arising out of, based on or resulting from (a) the presence, or release into the environment, of any Hazardous Material at any location, whether or not owned or operated by such Person or any of its Subsidiaries or (b) circumstances forming the basis of any violation of any Environmental Law.

“Environmental Laws” shall mean all applicable federal, interstate, state, local and foreign laws and regulations relating to pollution or protection of the environment, including, without limitation, laws relating to releases or threatened releases of Hazardous Materials or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, transport or handling of Hazardous Materials. Any reference to applicable Environmental Laws shall mean, as to Grupo Cinemex and its Subsidiaries, Environmental Laws of the United Mexican States or any state thereof and, as to Loews and any other Loews Company, any Environmental Laws of the United States of America or any state thereof.

“Environmental Permits” shall mean any permit, approval, identification number, license and other authorization required under any applicable Environmental Law.

“Equity Commitment Letter” shall have the meaning set forth in Section 5.3.

3

“Equity Investor” shall mean Bain Capital Fund VII, L.P.

“Equity Value” shall mean $1,100,000,000.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974 or any successor law, and regulations and rules issued pursuant to that Act or any successor law.

“Escrowed Mexican Equity Interests” shall have the meaning set forth in Section 6.1(e)

“Financial Advisors” shall have the meaning set forth in Section 5.3.

“Financial Statements” shall have the meaning set forth in Section 3.4(a).

“GAAP” shall mean United States generally accepted accounting principles, applied on a consistent basis.

“Governmental Authorization” shall mean any approval, consent, license, permit, waiver or other authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any applicable Legal Requirement.

“Governmental Body” shall mean any federal, state, local, municipal, foreign or other governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official or entity and any court or other tribunal), multi-national organization or body, or body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature.

“Grupo Cinemex” shall mean Grupo Cinemex, S.A. de C.V., a corporation organized under the laws of the United Mexican States.

“Grupo Cinemex Plans” shall have the meaning set forth in Section 3.10(i).

“Hazardous Materials” shall mean (a) any petroleum, petroleum products, byproducts or breakdown products, radioactive materials, asbestos-containing materials or polychlorinated biphenyls or (b) any chemical, material, waste or other substance defined or regulated as toxic or hazardous or as a pollutant or contaminant or waste under any applicable Environmental Law.

“HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or any successor law, and regulations and rules issued pursuant to that Act or any successor law.

“including” shall mean including without limitation.

4

“IRS” shall mean the United States Internal Revenue Service or any successor agency, and, to the extent relevant, the United States Department of the Treasury.

“LCT” shall mean Loews Cineplex Theatres, Inc., a Delaware corporation and a Subsidiary of Loews.

“Leased Real Properties” shall have the meaning set forth in Section 3.5(b).

“Legal Requirement” shall mean any federal, state, local, municipal, foreign, international, multinational or other administrative Order, constitution, law, ordinance, principle of common law, regulation, statute or treaty.

“Loews” shall have the meaning set forth in the first paragraph of this Agreement.

“Loews Canada” shall mean Cineplex Odeon Corporation, an Ontario corporation.

“Loews Canada Proceeds” shall mean the amount (in Dollars) received by Loews and its Subsidiaries in respect of the outstanding capital stock of Loews Canada as contemplated by Section 6.1(a).

“Loews Class A Common Stock” shall mean the shares of class A common stock of Loews, par value $0.01 per share.

“Loews Class B Common Stock” shall mean the shares of class B common stock of Loews, par value $0.01 per share.

“Loews Company” shall mean any Subsidiary of Loews, Grupo Cinemex and any Subsidiary of Grupo Cinemex and “Loews Companies” shall mean the Subsidiaries of Loews, Grupo Cinemex, and the Subsidiaries of Grupo Cinemex, collectively.

“Loews Expenses” shall have the meaning set forth in Section 11.2. The Loews Expenses shall be set forth in a certificate of the Chief Executive Officer or Chief Financial Officer of Loews delivered to Parent one Business Day prior to the Closing.

“Loews Foreign Investees” shall mean the Loews Investees identified as such on Schedule 1.

“Loews Germany” shall mean OO International Theatres LLC, a Delaware limited liability company.

“Loews Germany Proceeds” shall mean the amount (in Dollars) received by Loews and its Subsidiaries in respect of the equity interests in Loews Germany as contemplated by Section 6.1(c).

“Loews Indemnified Parties” shall have the meaning set forth in Section 10.1.

5

“Loews Investee Approval Provisions” means (a) Section 6.4(b) of the Amended and Restated Joint Venture Agreement, dated as of July 25, 2002, among Megabox Cineplex Inc., Loews Cineplex Entertainment Corporation (now known as Loews Cineplex Theatres, Inc.) and Loews Cineplex International Holdings, Inc., (b) Section 7.4(b) of the Joint Venture Agreement, dated as of April 27, 1998, by and among LTM Spanish Holdings, Inc. and Ricardo Evole Martil, as amended on July 7, 2003, (c) Section 9(b) of the Partnership Agreement dated August 18, 1987 between Loews Toms River Cinemas, Inc. and Kaplan Toms River Cinemas, Inc., (d) Section 12.3 of the Partnership Agreement of Magic Johnson Theatres dated as of March 31, 1994, (e) Section 3.3 of the Partnership Agreement, dated as of August 29, 1987, between Crescent Advertising Corporation and Allied Advertising Agency, Inc. and (f) Section 10.4 of the Partnership Agreement of Citywalk Big Screen Theatre Joint Venture, dated July 27, 1999, between Loews Citywalk Theatre Corporation and Universal Studios Development Venture Five.

“Loews Investees” shall mean the entities identified as such on Schedule 1 and their respective Subsidiaries.

“Loews’ Knowledge” shall mean, (x) as to the business and assets of Loews and the Loews Companies other than Grupo Cinemex and the Subsidiaries of Grupo Cinemex, and as to the Loews Investees, the actual knowledge, after reasonable investigation, of the following individuals: Travis Reid, Chief Executive Officer of Loews, John Walker, Chief Financial Officer of Loews, Bryan Berndt, Controller of Loews, Michael Politi, Corporate Counsel of Loews, David Badain, Real Estate Counsel of Loews, Michael Norris, U.S. President of Loews and Juan Monroy, Vice President - International of Loews and (y) as to the business and assets of Grupo Cinemex and its Subsidiaries, the actual knowledge, after reasonable investigation, of Miguel Angel Davila, Chief Executive Officer of Grupo Cinemex. Notwithstanding the foregoing, as to the Loews Foreign Investees: (i) the parties acknowledge that Loews does not have operational or management control of the Loews Foreign Investees; (ii) the information available to Loews is limited to information that it has obtained as a shareholder and by the participation of Loews’ officers on the board of directors of each Loews Foreign Investee; and (iii) the parties agree that “reasonable investigation” does not contemplate or require that Loews or any individual named in clause (x) has made any investigation or inquiry of any Loews Foreign Investee or their respective Representatives other than an inquiry via email by Juan Monroy of Woody Kim and Pablo Nogueroles.

“Loews Plans” shall have the meaning set forth in Section 3.10(a).

“Loews Preferred Stock” shall mean the shares of preferred stock of Loews, par value $0.01 per share.

“Loews Shares” shall mean, collectively, the Loews Class A Common Stock, Loews Class B Common Stock and Loews Preferred Stock.

“Loews Stockholders” shall mean the holders of Loews Shares.

6

“Loews U.S. Investees” shall mean the Loews Investees identified as such on Schedule 1.

“Loews Warrants” shall mean the warrants to purchase shares of Loews Class A Common Stock issuable to OCM Cinema Holdings, LLC and Onex American Holdings II, LLC pursuant to (a) the First Side Letter, dated as of March 21, 2002, between 1363880 Ontario Inc. and OCM Cinema Holdings, LLC and (b) the Second Side Letter, dated as of March 21, 2002, between 1363880 Ontario Inc. and OCM Cinema Holdings, LLC.

“Loews Warrants Proceeds” shall be the amount (in Dollars), if any, received by Loews upon the exercise of the Loews Warrants.

“Material Adverse Effect” shall mean a material adverse effect on the (a) business, assets, prospects, results of operations or financial condition of Loews and the Loews Companies taken as a whole, or (b) ability of Loews to perform its obligations under this Agreement; provided, however, that none of the following shall be deemed to constitute, and none of the following shall constitute or be taken into account in determining whether there has been, a Material Adverse Effect: (i) any change, event, development or effect arising from (x) changes in general business or economic conditions after the date of this Agreement or (y) any action taken by Parent or its Representatives in connection with the Contemplated Transactions or any breach of this Agreement by Parent or (ii) the consummation of the transactions pursuant to Section 6.1 or the taking of any action pursuant to Section 6.4 (a) or (b) of this Agreement; and provided, further, that a material adverse effect on the prospects of Loews and the Loews Companies shall mean a foreseeable material adverse effect on the earnings of Loews and the Loews Companies, taken as a whole, in comparison to their actual earnings for the 12-month period ending May 31, 2004 (as distinguished from projected or potential earnings).

“Material Contracts” shall have the meaning set forth in Section 3.14(a).

“Multiemployer Plan” shall have the meaning set forth in Section 3.10(a).

“Oaktree” shall have the meaning set forth in Section 6.1(a).

“Onex” shall have the meaning set forth in Section 6.1(a).

“Order” shall mean any award, decision, injunction, judgment, order, ruling, subpoena or verdict entered, issued, made or rendered by any court, administrative agency or other Governmental Body or by any arbitrator.

“Owned Real Properties” shall have the meaning set forth in Section 3.5(a).

“Parent” shall have the meaning set forth in the first paragraph of this Agreement.

“PBGC” shall mean the Pension Benefit Guaranty Corporation or any successor thereto.

7

“Permitted Encumbrances” shall mean:

(a) zoning and planning restrictions, easements, rights-of-way, restrictions, encroachments, minor defects or irregularities in title and other Encumbrances that, individually and in the aggregate, do not materially impair the use or value of any properties as motion picture theatres or for such other purposes as such properties are currently being used;

(b) Encumbrances arising in the ordinary course of business and securing obligations not yet due and payable or being contested in good faith by appropriate proceedings;

(c) Encumbrances for Taxes not yet due or being contested in good faith;

(d) Encumbrances incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance, employment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations;

(e) the exceptions set forth in the title reports set forth on Schedule 1(e);

(f) statutory liens of landlords, statutory liens of banks and rights of set off, statutory liens of carriers, warehousemen, mechanics and materialmen, and other liens imposed by law, in each case incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith by appropriate proceedings; and

(g) any (i) interest or title of a lessor or sublessor under any lease, (ii) Encumbrance that the interest or title of such lessor or sublessor may be subject to or (iii) subordination of the interest of the lessee or sublessee under such lease to any Encumbrance referred to in clause (ii).

“Person” shall mean an individual, corporation, partnership, limited liability company, joint venture, estate, trust, association, unincorporated organization or other entity or group.

“Proceeding” shall mean any action, suit, investigation or proceeding by or before any Governmental Body.

“Real Properties” shall have the meaning set forth in Section 3.5(b).

“Representative” shall mean, with respect to a particular Person, any director, officer, employee, agent, consultant, advisor or other representative of such Person, including legal counsel, accountants and financial advisors.

“Schedule” refers to a section of the Disclosure Schedules.

8

“Section 3.21(c) Transaction” shall have the meaning set forth in Section 3.21(c).

“Securities Act” shall mean the Securities Act of 1933 or any successor law, and regulations and rules issued pursuant to that Act or any successor law.

“Sellers” shall have the meaning set forth in the first paragraph of this Agreement.

“Subsidiary” shall mean, with respect to any Person (the “Owner”), any corporation or other Person of which securities or other interests having the power to elect a majority of that corporation’s or other Person’s board of directors or similar governing body, or otherwise having the power to direct the business and policies of that corporation or other Person (other than securities or other interests having such power only upon the happening of a contingency that has not occurred) are held by the Owner or one or more of its Subsidiaries. Notwithstanding the foregoing, Loews Canada, Loews Germany, the Loews Investees and their respective Subsidiaries (other than Loews Mauritius Holding Company, Cineplex Odeon (Barbados) Inc. and their respective Subsidiaries, which shall be deemed to be Subsidiaries of Loews immediately prior to the Closing Date) shall not be Subsidiaries of Loews for the purposes of this Agreement but shall be Affiliates of Loews for such purposes.

“Tax” shall mean any tax (including any income, capital gains, value-added, sales, property, gift, estate, excise, employment, severance, stamp, occupation, premium, windfall profits, capital stock, franchise, withholding, social security, unemployment, disability, use, registration, alternative minimum or add-on minimum, estimated or other tax of any kind whatsoever), levy, assessment, tariff, duty (including any customs duty), deficiency or other fee, and any related charge or amount (including any fine, penalty, interest or addition to tax), imposed, assessed or collected by or under the authority of any Governmental Body or payable pursuant to any tax-sharing agreement or any other Contract relating to the sharing or payment of or indemnification for or against payment of any such tax, levy, assessment, tariff, duty, deficiency or fee.

“Tax Return” shall mean any return (including any information return), report, statement, schedule, notice, form or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any applicable Legal Requirement relating to any Tax, including any amendment thereof.

ARTICLE 2.

Sale and Transfer of Loews Shares; Closing

2.1 Loews Shares. Subject to the terms and conditions of this Agreement, at the Closing, each Seller, severally, will sell and transfer the Loews Shares owned by it to Parent or Acquisition, and Parent will purchase or cause Acquisition to purchase, the Loews Shares owned by each Seller from such Seller.

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2.2 Purchase Price. The purchase price for each of the Loews Shares will be the Cash Payment Per Share.

2.3 Closing. The purchase and sale (the “Closing”) provided for in this Agreement shall take place at the offices of Kaye Scholer LLP, 425 Park Avenue, New York, New York 10022, at 10:00 a.m. (local time) on the date that is two Business Days following the satisfaction or waiver (subject to applicable Legal Requirements) of the conditions (excluding conditions that, by their nature, cannot be satisfied until the Closing Date but subject to the fulfillment or waiver of those conditions) set forth in Articles 7 and 8, unless this Agreement has been theretofore terminated pursuant to its terms, or at such other time and place as the parties may agree. Subject to the provisions of Article 9, failure to consummate the purchase and sale of the Loews Shares provided for in this Agreement on the date and time and at the place determined pursuant to this Section 2.3 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement.

2.4 Closing Obligations. At the Closing:

(a) Each Seller, severally, will deliver to Parent or Acquisition, as the case may be, certificates representing the Loews Shares to be sold by such Seller, duly endorsed (or accompanied by duly executed stock powers) (with, in the case of Sellers who are individuals, signatures guaranteed) for transfer to Parent or Acquisition, as the case may be; and

(b) Parent will deliver or cause Acquisition to deliver to each Seller an amount equal to the product of (i) the number of Loews Shares held by such Seller and (ii) the Cash Payment Per Share, by wire transfer of immediately available funds to the account designated by such Seller at least one Business Day prior to the Closing. If there is a Withheld Amount pursuant to Section 4.1 of the agreement attached as Schedule 6.1(a), then the Cash Payment Per Share payable at the Closing shall be reduced by an amount equal to the quotient of (x) the Withheld Amount divided by (y) the aggregate number of Loews Shares outstanding immediately prior to the Closing Date (the “Reduction Amount Per Share”), and within two Business Days after Loews or LCT receives the Withheld Amount (or any portion thereof), Parent shall deliver or cause Acquisition to deliver to each Seller an amount equal to the Reduction Amount Per Share (or, if a portion of the Withheld Amount has been received, the pro-rata portion of the Reduction Amount Per Share) by wire transfer of immediately available funds to the accounts designated by the respective Sellers prior to Closing (or such other account as a Seller designates by notice to Loews given at least one Business Day prior to the payment of the Reduction Amount Per Share).

(c) In the event any Seller has not delivered to Parent or Acquisition, as the case may be, on or prior to the Closing Date, a certificate of non-U.S. real property holding company status pursuant to Section 1445(b)(3) of the Code, then Parent or Acquisition, as the case may be, shall be entitled to withhold any amounts required to be withheld pursuant to Section 1445 of the Code from the Cash Payment Per Share payable

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to such Seller if such Seller has not delivered to Parent, on or prior to the Closing Date, an affidavit stating, under penalty of perjury, that an indicated number is the Seller’s United States taxpayer identification number and that such Seller is not a foreign Person, pursuant to Section 1445(b)(2) of the Code.

ARTICLE 3.

Representations and Warranties of Loews

Loews represents and warrants to Parent that, except as set forth in the Disclosure Schedules:

3.1 Organization and Good Standing.

(a) Loews is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Each Loews Company and, to Loews’ Knowledge, each Loews Investee is an entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of the jurisdiction in which it is organized, except where the failure to be so organized, existing or in good standing has not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Loews is duly qualified or licensed to do business in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes qualification or licensing necessary. Each Loews Company and, to Loews’ Knowledge, each Loews U.S. Investee is duly qualified or licensed to do business in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes qualification or licensing necessary, except for such failures to be so qualified or licensed that have not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Loews has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted. Each Loews Company and, to Loews’ Knowledge, each Loews U.S. Investee has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power, authority and governmental approvals has not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.1, neither Loews nor any Loews Company holds any equity interest in any Person other than a Loews Company or a Loews Investee.

(b) Schedule 3.1 contains a complete and accurate list of the jurisdictions in which each of Loews and each Loews Company and, to Loews’ Knowledge, each Loews U.S. Investee is authorized to do business and the capitalization (including the identity of each stockholder or other equity holder and the number of shares of capital stock held by each) of each Loews Company and, to Loews’ Knowledge, each Loews Investee (but excluding the Subsidiaries of the Loews Investees).

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(c) Loews has made available to Parent copies of the certificate or articles of incorporation and by-laws (or comparable governing documents) of Loews, each Loews Company and, to Loews’ Knowledge, each Loews Investee.

3.2 Authority; No Conflict.

(a) The execution, delivery and performance of this Agreement and the consummation of the Contemplated Transactions are within the corporate powers of Loews, each Loews Company and, to Loews’ Knowledge, each Loews Investee party to this Agreement or taking action with respect to the Contemplated Transactions, and have been duly authorized by all necessary action on the part of Loews. This Agreement constitutes the legal, valid and binding obligation of Loews, enforceable against Loews in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and to general equitable principles.

(b) The execution and delivery of this Agreement by Loews do not, and the performance by Loews of its obligations hereunder will not, (i) violate any provision of the certificate of incorporation or by-laws of Loews or any equivalent organizational documents of Loews or any Loews Company or, to Loews’ Knowledge, any Loews Investee, or (ii) assuming that all Consents and permits described in Section 3.2(c) or set forth on Schedule 3.2(c) have been obtained and all filings and notifications described in Section 3.2(c) or set forth on Schedule 3.2(c) have been made and any waiting periods thereunder have terminated or expired, (A) violate any Legal Requirement applicable to Loews or any Loews Company or, to Loews’ Knowledge, any Loews U.S. Investee, or by which any property or asset of Loews or any Loews Company or, to Loews’ Knowledge, any Loews U.S. Investee is bound or affected or (B) require any Consent or approval under, result in any breach of, any loss of any benefit under or constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any property or asset of Loews or any Loews Company or, to Loews’ Knowledge, any Loews U.S. Investee pursuant to, any Material Contract to which Loews or any Loews Company or, to Loews’ Knowledge, any Loews U.S. Investee is a party, Governmental Authorization of Loews or any Loews Company or, to Loews’ Knowledge, any Loews U.S. Investee or other instrument or obligation of Loews or any Loews Company or, to Loews’ Knowledge, any Loews U.S. Investee except, with respect to clauses (A) and (B), for any such violations, breaches, defaults or other occurrences which have not had and would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect or (y) prevent or materially delay the performance of this Agreement by Loews.

(c) Except as set forth in Schedule 3.2(c), the execution and delivery of this Agreement by Loews do not, and the performance of this Agreement by Loews will not, require any Consent of, or filing with, or notification to, any Governmental Body or any other Person, except (i) under the HSR Act, other foreign or supranational antitrust and competition laws and (ii) where failure to obtain such Consents, or to make such filings or

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notifications to a Person other than a Governmental Body, has not had and would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect or (y) prevent or materially delay the performance of this Agreement by Loews.

3.3 Capitalization.

The authorized capital stock of Loews consists of 25,000 shares of Loews Preferred Stock, none of which are issued and outstanding, 250,000 shares of Loews Class A Common Stock, of which 48,000.06 are issued and outstanding, and 100,000 shares of Loews Class B Common Stock, of which 70,295.11 are issued and outstanding on the date of this Agreement. Except as set forth on Schedule 3.3, all of the outstanding equity securities and other securities of each Loews Company (other than Loews) are owned of record by Loews or a Loews Company, free and clear of all Encumbrances. All of the outstanding equity securities of Loews and each Loews Company and, to Loews’ Knowledge, each Loews Investee have been duly authorized and validly issued and are fully paid and nonassessable. The ownership interests of Loews and the Loews Companies in the Loews Investees are set forth on Schedule 3.3. Except as set forth on Schedule 3.3, there are no Contracts relating to the issuance, sale or transfer of any equity securities or other securities of Loews or any Loews Company or, to Loews’ Knowledge, any Contract relating to the issuance or sale of any equity securities or other securities of any Loews Investee. None of the outstanding equity securities or other securities of Loews or any Loews Company or, to Loews’ Knowledge, of any Loews Investee was issued in violation of the Securities Act or any other applicable Legal Requirement. Except as set forth on Schedule 3.3, neither Loews nor any Loews Company owns, or has any Contract to acquire, any equity securities or other securities of any Person (other than, in the case of Loews and each Loews Company, a Loews Company) or any direct or indirect equity or ownership interest in any other business.

3.4 Financial Statements.

(a) Schedule 3.4 contains true and accurate copies of (a) the audited combined consolidated financial statements of Loews for the year ended December 31, 2003 and the nine months ended December 31, 2002, together with the notes thereto and the report thereon of PricewaterhouseCoopers LLP, independent accountants; (b) the audited consolidated financial statements of LCT, the predecessor of Loews, for (x) the year ended February 28, 2002, and (y) the one-month period ended March 31, 2002, together with notes thereto and the reports thereon of PricewaterhouseCoopers LLP, independent accountants; and (c) the unaudited condensed combined consolidated financial statements of Loews for the three months ended March 31, 2003 and March 31, 2004 (collectively, the “Financial Statements”). The Financial Statements fairly present, in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the related notes and schedules thereto), the consolidated financial position of Loews and the Loews Companies as of the respective dates thereof and the consolidated results of operations and cash flows of Loews and the Loews Companies for the respective periods then ended (subject, in the case of the financial statements referred to in clause (c), to normal year-end adjustments).

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(b) Loews and the Loews Companies maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the U.S. (or Mexico, in the case of Grupo Cinemex and its Subsidiaries) and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization (or in the case of Grupo Cinemex and its Subsidiaries, pursuant to powers-of-attorney, general or specific, granted to officers in accordance with Mexican law and practice), and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (such comparison, in the case of Grupo Cinemex and its Subsidiaries, being conducted only in connection with audits, in accordance with practice in Mexico). Except as set forth on Schedule 3.4(b), since the Emergence Date, there have been no significant changes in the internal controls of Loews and the Loews Companies which would be required to be disclosed if Loews had first become subject to the certification requirements of Regulation S-K under Title 17 of the Code of Federal Regulations on the date of this Agreement.

(c) Since the Emergence Date (or, in the case of Grupo Cinemex and its Subsidiaries, since June 30, 2002), to Loews’ Knowledge, (i) none of Loews or the Loews Companies has received or otherwise had or obtained knowledge, nor, to the knowledge of Travis Reid, John Walker, Bryan Berndt, Miguel Angel Davila (within his authority and sphere of competence) or Michael Politi, without any inquiry, has any director, officer or employee of Loews or the Loews Companies received or otherwise had or obtained knowledge (and made such knowledge known to an executive officer or director of Loews) of any written or material unwritten complaint, allegation, assertion or claim of any type that any of Loews, the Loews Companies or the Loews U.S. Investees has, since the Emergence Date, engaged in improper or illegal accounting or auditing practices, pursuant to the laws and auditing standards of the jurisdiction where each such entity is incorporated and (ii) no attorney representing Loews or the Loews Companies, whether or not employed by Loews or the Loews Companies, as the case may be, has reported evidence of a material violation of tax laws or breach of fiduciary duty by Loews or the Loews Companies or any of their respective officers, directors or employees (in their capacity as such) to the Loews board of directors or any committee thereof or to any director or executive officer of Loews. Since the Emergence Date (or, in the case of Grupo Cinemex and its Subsidiaries, since June 30, 2002), there have been no internal investigations regarding accounting discussed with, reviewed by or initiated at the direction of Travis Reid, John Walker, Bryan Berndt, Miguel Angel Davila or Michael Politi or the board of directors of Loews or any Loews Company or any committee thereof.

(d) Except as set forth in Schedule 3.4(d), there are, to Loews’ Knowledge, no matters that would be required to be reported pursuant to (i) Rule 13a-14 or Rule 15d-14 under the Securities Exchange Act of 1934, as amended, or Items 307 or 308 of Regulation S-K (under Title 17 of the Code of Federal Regulations) if Loews had first become subject to the certification and disclosure requirements thereof on the date of this Agreement.

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3.5 Title to Properties; Encumbrances.

(a) Schedule 3.5(a) contains a complete and accurate list, by address, of all real property owned by Loews and the Loews Companies and the Loews U.S. Investees (the “Owned Real Properties”). Except as set forth on Schedule 3.5(a) and except for (i) such exceptions which, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect and (ii) Permitted Encumbrances, (x) Loews and the Loews Companies and, to Loews’ Knowledge, each Loews U.S. Investee have good and marketable title to the Owned Real Properties, (y) the Owned Real Properties are free and clear of all mortgages, Encumbrances, leases, tenancies, security interests, options to purchase or lease or rights of first refusal and (z) the Owned Real Properties are free and clear of all covenants, conditions, restrictions, rights-of-way, easements, servitudes, judgments or other imperfections of title.

(b) Schedule 3.5(b) contains a complete and accurate list, by address, of lease agreements for all material real property leased by Loews and the Loews Companies and the Loews U.S. Investees (the “Leased Real Properties” and, together with the Owned Real Properties, the “Real Properties”). With respect to the Leased Real Properties, except for such exceptions which, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect: (i) each lease is valid and binding upon Loews or a Loews Company or a Loews U.S. Investee and in full force and effect and grants the lessee under the lease the exclusive right to use and occupy the premises demised under such lease (subject to the terms and conditions thereof); (ii) except as set forth on Schedule 3.5(b), there is no, and since the Emergence Date, neither Loews nor any Loews Company nor, to Loews’ Knowledge, any Loews U.S. Investee has received any notice of any, material default (or condition or event which, after notice or lapse of time or both, would constitute a material default) thereunder which has not been cured and (iii) neither Loews nor any of the Loews Companies nor, to Loews’ Knowledge, any Loews U.S. Investee has subleased or transferred all or any part of its interest in the lease.

3.6 Condition and Sufficiency of Assets. Except as has not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) Loews or one of the Loews Companies has good and marketable title or leasehold title or a valid license to, or right to use, all of the tangible and material intangible property used, or held for use, in connection with the respective businesses of Loews and the Loews Companies and the Loews U.S. Investees and the theatres operated on the Real Properties, free and clear of all Encumbrances other than Permitted Encumbrances, (b) except as set forth on Schedule 3.6, each theatre located on the Real Properties, together with the related items of personal property located therein, constitutes a fully-operable motion picture theatre which is open for business, (c) each theatre located on the Real Properties and each of the items of personal property used or held for use in, or in connection with, each such theatre, including without limitation, seating, projection equipment and screens, are in good operating condition, subject to normal wear and tear, are fit for the use for which they are intended and to which they are presently devoted and (d) except in connection with the alteration or refurbishment of theatres and except in the

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ordinary course of business, since December 31, 2003, neither Loews nor any of the Loews Companies nor any Loews U.S. Investee has sold, removed or transferred any equipment or property from any theatre located on the Real Properties.

3.7 No Undisclosed Liabilities. Except as set forth on Schedule 3.7, neither Loews nor any Loews Company nor, to Loews’ Knowledge, any Loews Investee has any liabilities or obligations of any type except for liabilities (a) disclosed or provided for in the Financial Statements for the year ended December 31, 2003, (b) incurred since December 31, 2003 in the ordinary course of business or prior to December 31, 2003 which, in each case, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect or (c) incurred pursuant to Section 6.1, disclosed in the Disclosure Schedules under this Article 3 or which are of a nature that would be required to be disclosed in any other Schedule under this Article 3 except that they do not meet the applicable threshold for disclosure set forth in this Agreement.

3.8 Taxes.

(a) Since May 1998, Loews and the Loews Companies have filed or caused to be filed on a timely basis all material Tax Returns that are or were required to be filed by or with respect to any of them, either separately or as a member of a group of corporations, pursuant to applicable Legal Requirements. Loews has made available to Parent copies of, and Schedule 3.8 contains a complete and accurate list of, all such Tax Returns filed since the Emergence Date. Loews and the Loews Companies have paid, or made provision for the payment of, all Taxes due and owing (whether or not shown as due on those Tax Returns) or pursuant to any assessment received by Loews or any Loews Company since May 1998, except such Taxes, if any, as are listed in Schedule 3.8 and are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided for in the Financial Statements.

(b) Except as set forth pursuant to Section 3.8(g), the Tax Returns of Loews and each Loews Company subject to such Taxes have been audited by the IRS or relevant tax authorities or are closed by the applicable statute of limitations for all taxable years through October 1998 (1999 in the case of Grupo Cinemex). Schedule 3.8 contains a complete and accurate list of all audits of all such Tax Returns, including a reasonably detailed description of the nature and outcome of each audit. All deficiencies proposed as a result of such audits have been paid, reserved against, settled or are being contested in good faith by appropriate proceedings. Schedule 3.8 describes all material adjustments to the Tax Returns filed by Loews or any Loews Company for all taxable years since May 1998, and the resulting deficiencies proposed by the relevant Governmental Body. Except as described in Schedule 3.8, since May 1998, neither Loews nor any Loews Company has given or been requested to give waivers or extensions (or is or would be subject to a waiver or extension given by any other Person) of any statute of limitations which remain in effect relating to the payment of Taxes of Loews or any Loews Company or for which Loews or any Loews Company may be liable.

(c) There exists no proposed tax assessment against Loews or any Loews Company except as disclosed in the Financial Statements and in Schedule 3.8 or as has

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not had and would not reasonably be expected to have a Material Adverse Effect. No consent to the application of Section 341(f)(2) of the Code has been filed with respect to any property or assets held, acquired or to be acquired by Loews or any Loews Company. All material Taxes that Loews or any Loews Company is or was required by applicable Legal Requirements to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Body or other Person.

(d) All Tax Returns filed by Loews or any Loews Company are substantially true, correct and complete in all material respects. Except as set forth on Schedule 3.8, there is no tax sharing agreement that will require any payment by Loews or any Loews Company after the date of this Agreement.

(e) Neither Loews nor any Loews Company nor, to Loews’ Knowledge, any Loews U.S. Investee is liable for the Taxes of any Person under Treasury Regulation 1.1502-6 (or any similar provisions of state, local or foreign law), as a transferee or successor, by contract or otherwise.

(f) The unpaid Taxes of Loews and the Loews Companies (i) did not as of December 31, 2003 exceed the reserve for Taxes (other than deferred Taxes established to reflect book-tax timing differences) set forth on the Financial Statements and (ii) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of Loews and the Loews Companies in filing Tax Returns.

(g) Attached to Schedule 3.8 is confirmation from Sony Corporation that no tax periods remain open and unaudited to which the Tax Sharing Agreement with Sony Corporation applies.

(h) To Loews’ Knowledge, none of the Loews Investees has any material liability in respect of Taxes in excess of the reserve therefor maintained in the ordinary course on its books and records by such Loews Investee.

3.9 No Material Adverse Change. Since December 31, 2003, there has not been any event, circumstance or state of affairs which has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

3.10 Employee Benefits. For purposes of Sections 3.10(a) through (h), none of Grupo Cinemex and its Subsidiaries shall be considered a “Loews Company.” Except as disclosed in Schedule 3.10 or where the failure of a representation in clauses (c) through (h) has not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:

(a) Neither Loews nor any Loews Company maintains or contributes to or has any obligation with respect to, and none of the employees of any Loews Company is covered by, any bonus, deferred compensation, severance pay, pension, profit-sharing, retirement, insurance, stock purchase, stock option or other fringe benefit plan, arrangement or practice or any other “employee benefit plan,” as defined in Section 3(3)

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of ERISA (collectively, but specifically excluding the Multiemployer Plans, the “Loews Plans”). Except as set forth on Schedule 3.10(a), none of the Loews Plans is a “multiemployer plan,” as defined in Section 3(37) of ERISA (a “Multiemployer Plan”) or a funded welfare benefit plan, as defined in Section 419 of the Code.

(b) With respect to each Loews Plan, Loews has heretofore delivered or caused to be delivered or made available to Parent true, correct and complete copies of (i) all documents which comprise the most current version of each such Loews Plan and (ii) with respect to each Loews Plan that is an “employee benefit plan,” as defined in Section 3(3) of ERISA, (A) the most recent Annual Report (Form 5500 Series) and accompanying schedule for each of the Loews Plans for which such a report is required, (B) the most current summary plan description (and any summary of material modifications), (C) the most recent certified financial statement for each of the Loews Plans for which such a statement is required or was prepared, (D) the Form PBGC-1 filed in the most recent plan year for each of the Loews Plans for which such form was required to be filed and (E) for each Loews Plan intended to be “qualified” within the meaning of Section 401(a) of the Code, the most recent IRS determination letter issued with respect to such Loews Plan. Each of the Loews Plans can be amended, modified or terminated within a period of 30 days without payment of any additional compensation or amount or the additional vesting or acceleration of any such benefits, except to the extent that such vesting is required under the Code upon the complete or partial termination of any Loews Plan intended to be qualified within the meaning of Section 401(a) of the Code.

(c) Since May 1998, each of Loews and each Loews Company has performed and complied in all material respects with all of their obligations under and with respect to the Loews Plans and each of the Loews Plans has, at all times, in form, operation and administration complied in all material respects with its terms, and, where applicable, the requirements of the Code, ERISA and all other applicable Legal Requirements. Each Loews Plan which is intended to be “qualified” within the meaning of Section 401(a) of the Code has been determined by the IRS to be so qualified and, to Loews’ Knowledge, since May 1998, nothing has occurred which reasonably could be expected to adversely affect such qualified status.

(d) There are no unpaid contributions due prior to the date hereof with respect to any Loews Plan that are required to have been made under the terms of the Loews Plan or any applicable Legal Requirement. With respect to each Loews Plan subject to Section 412 of the Code, since the Emergence Date, there has occurred no failure to meet the minimum funding standards of Section 412 of the Code (whether or not waived in accordance with Section 412(d) of the Code) or failure to make by its due date a required installment under Section 412(m) of the Code.

(e) Except as set forth on Schedule 3.10(e), neither Loews nor any Loews Company has any obligation to provide health benefits or other non-pension benefits to retired or other former employees, except as specifically required by Section 4980B of the Code or Part 6 of Title I of ERISA, and each of Loews and each Loews Company has complied with the requirements of Code Section 4980B and such Part 6 in all material respects.

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(f) Except as set forth on Schedule 3.10(f), since May 1998, neither Loews nor any Loews Company nor, to Loews’ Knowledge, any other “disqualified person” or “party in interest,” as defined in Section 4975 of the Code and Section 3(14) of ERISA, respectively, has engaged in any “prohibited transaction,” as defined in Section 4975 of the Code or Section 406 of ERISA, with respect to any Loews Plan, nor, to Loews’ Knowledge, have there been any fiduciary violations under ERISA which could subject Loews or any Loews Company (or any officer, director or employee thereof) to any material penalty or Tax under Section 502(i) of ERISA or Sections 4971 and 4975 of the Code.

(g) With respect to any Loews Plan: (i) no filing, application or other matter is pending with the IRS, the PBGC, the United States Department of Labor or any other Governmental Body, (ii) there is no action, suit or claim pending, other than routine claims for benefits, and (iii) there are no outstanding liabilities for Taxes, penalties or fees.

(h) Since the Emergence Date, neither Loews nor any Loews Company has incurred any liability or taken any action, and, to Loews’ Knowledge, there is no action or event that could cause any one of them to incur any liability other than PBGC premiums or funding contributions (i) under Section 412 of the Code or Title IV of ERISA with respect to any “single-employer plan” (as defined in Section 4001(a)(15) of ERISA), or (ii) on account of any unpaid contributions to, or a partial or complete withdrawal (as defined in Sections 4203 and 4205 of ERISA, respectively) from, any Multiemployer Plan.

(i) To Loews’ Knowledge, except as provided by applicable law or as set forth in Schedule 3.10(i), neither Grupo Cinemex nor any of its Subsidiaries is a party to or bound by (i) any Contracts with any of the members of the board of directors of Grupo Cinemex or any Subsidiary of Grupo Cinemex; or (ii) any bonus, deferred compensation, severance pay, profit sharing, pension, retirement, stock purchase, stock option, insurance (including life, retirement, medical, dental or other insurance), fringe benefit or any other material employee benefit plan, relating to Grupo Cinemex or any Subsidiary of Grupo Cinemex, except for the payment of bonuses, deferred compensation, severance amounts or fringe benefits to individual employees in the ordinary course of business that are determined or made on an individual basis and are not generally available to (and which do not create any obligation to) other employees or groups of employees of Grupo Cinemex or any Subsidiary of Grupo Cinemex (collectively, the “Grupo Cinemex Plans”). With respect to each Grupo Cinemex Plan, true, correct and complete copies of each material document related to such Grupo Cinemex Plan have been made available to Parent.

(j) To Loews’ Knowledge, Grupo Cinemex and each Subsidiary of Grupo Cinemex has performed and complied in all material respects with all of its obligations under and with respect to the Grupo Cinemex Plans, subject to such exceptions as have not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and each of the Grupo Cinemex Plans has, at all times, in form, operation and administration complied in all material respects with its terms and all other applicable Legal Requirements.

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3.11 Compliance with Legal Requirements; Governmental Authorizations. Except with respect to theatres that are not yet open to the public for business and except as set forth on Schedule 3.11, each of Loews, each Loews Company and, to Loews’ Knowledge, each Loews U.S. Investee is in possession of all Governmental Authorizations necessary to be held by it for it to own, lease and/or operate the Real Properties and to carry on its respective business thereon as it is being conducted as of the date hereof, and all such Governmental Authorizations are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Governmental Authorizations has not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Since the Emergence Date, neither Loews nor any Loews Company nor, to Loews’ Knowledge, any Loews U.S. Investee has received any written notice or other communication from any Governmental Body regarding any (a) actual or alleged violation of or failure to comply with any term or requirement of any such Governmental Authorization, or (b) actual or proposed revocation, withdrawal, suspension, cancellation, termination of or modification to any such Governmental Authorization, except, with respect to clauses (a) and (b), for any such violation, failure to comply, revocation, withdrawal, suspension, cancellation, termination or modification that has not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Since May 1998, Loews and each Loews Company and, to Loews’ Knowledge, each Loews U.S. Investee has conducted its business in compliance with all applicable Legal Requirements, except for those failures to comply which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To Loews’ Knowledge, since the Emergence Date each Loews Foreign Investee has conducted its business in compliance with all applicable Legal Requirements, except for those failures to comply which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

3.12 Legal Proceedings; Orders. Except as set forth on Schedule 3.12, there is no Proceeding pending or, to Loews’ Knowledge, threatened, against Loews or any Loews Company or, to Loews’ Knowledge pending or threatened against any Loews U.S. Investee, or any of their respective properties before any court or arbitrator or any Governmental Body except Proceedings that, individually or in the aggregate, (i) have not had and would not reasonably be expected to have a Material Adverse Effect and (ii) would not reasonably be expected to prevent or materially delay the performance of this Agreement by Loews. Schedule 3.12 lists any Proceeding pending at the date of this Agreement, against Loews or any Loews Company or, to Loews’ Knowledge, any Loews U.S. Investee, that seeks in the pleadings specified damages in excess of $500,000, but excluding personal injury claims covered by insurance (subject to applicable deductibles). To Loews’ Knowledge, there is no Proceeding pending or threatened against either Loews Foreign Investee that has had or would reasonably be expected to have a Material Adverse Effect.

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3.13 Absence of Certain Changes and Events. Except as set forth in Schedule 3.13, from December 31, 2003 through the date of this Agreement, Loews and the Loews Companies and the Loews U.S. Investees and, to Loews’ Knowledge, the Loews Foreign Investees have conducted their businesses only in the ordinary course of business. Except as set forth in Schedule 3.13, from December 31, 2003 through the date of this Agreement, there has not been:

I. In the case of Loews or any Loews Company, any:

(a) change in Loews’ or any Loews Company’s authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of Loews or any Loews Company; issuance of any security convertible into such capital stock (other than the Loews Warrants); grant of any registration rights; purchase, redemption, retirement or other acquisition by Loews or any Loews Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock;

(b) amendment to the certificate of incorporation, by-laws or comparable governing documents of Loews or any Loews Company;

(c) payment or increase by Loews or any Loews Company of any bonuses, salaries or other compensation or loan or advance to any stockholder or director or (except in the ordinary course of business) officer or employee of Loews or any Loews Company or entry into any employment, severance or similar Contract with any director, officer or employee of Loews or any Loews Company;

(d) adoption of, or increase in the payments to or benefits under, any of the Loews Plans or other benefit plans;

(e) damage to or destruction or loss of any asset or property of Loews or any Loews Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business or financial condition of Loews and the Loews Companies, taken as a whole;

(f) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment or estimated benefit by or to Loews or any Loews Company of at least $1,000,000;

(g) sale (other than sales of inventory in the ordinary course of business and sales or other dispositions of equipment in the ordinary course of business deemed surplus, obsolete or no longer necessary to the business of Loews or any Loews Company), lease or other disposition of any material asset or property of Loews or any Loews Company or mortgage, pledge or imposition of any Encumbrance on any material asset or property of Loews or any Loews Company, including the sale, lease or other disposition of any intellectual property;

(h) material change in the accounting methods used by Loews or any Loews Company;

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(i) liability incurred in respect of any guarantee or incurred or assumed in respect of any indebtedness other than borrowings in the ordinary course pursuant to the Credit Facilities;

(j) loan, advance or capital contribution to or investment in any Person (other than a Loews Company or a Loews Investee), other than in the ordinary course of business consistent with past practice;

(k) merger or consolidation with, or acquisition of any assets or property from, any other Person (other than (i) mergers or consolidations with, or acquisitions from, Loews or a Loews Company, (ii) acquisitions of assets consistent with Loews’ five-year plan or annual budget and (iii) acquisitions of film exhibition rights, inventory, equipment and supplies in the ordinary course of business);

(l) settled or compromised any action, suit, litigation or other proceeding, whether administrative, civil or criminal, in law or in equity for (x) in excess of $250,000 or (y) in excess of $1,000,000 in the aggregate, in either case in excess of insurance recoveries;

(m) repayment or repurchase of any debt, except for (i) payments under the Credit Facilities, (ii) payments in the ordinary course consistent with past practices, (iii) scheduled payments of principal and interest in the amounts and at the times set forth on Schedule 3.13 and (iv) payments between and among wholly-owned Loews Companies;

(n) capital expenditure authorized or committed except for capital expenditures consistent with Loews’ five-year plan or annual budget;

(o) paid, discharged, satisfied or waived claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), except for (i) the payment, discharge or satisfaction of liabilities or obligations in the ordinary course of business in accordance with their terms or (ii) settlements or compromises of any litigation; or

(p) any agreement, whether oral or written, by Loews or any Loews Company, to do any of the foregoing;

II. In the case of any Loews U.S. Investee, to Loews’ Knowledge, any material analogous event or action; or

III. In the case of any Loews Investee, any

(i) direct or indirect loan, advance or capital contribution to or investment in such Loews Investee (other than a loan or advance to a Loews U.S. Investee by a Loews Company in its capacity as a partner or manager under a partnership or management agreement with such Loews U.S. Investee);

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(ii) consent by Loews or any Loews Company or representative thereof to approve any incurrence of indebtedness for borrowed money (other than refundings, replacements, refinancings or draws under existing credit arrangements) in excess of $1,000,000 or any action outside the ordinary course, including, without limitation, any consent under the Loews Investee Approval Provisions;

(iii) to Loews’ Knowledge, any purchase, redemption, retirement or other acquisition of debt or equity, or declaration or payment of any dividend or other distribution or payment in respect of debt or equity, held by Loews or any other equity investor therein or affiliate thereof; or

(iv) to Loews’ Knowledge, any agreement, whether oral or written, by any Loews Investee to do any of the foregoing.

3.14 Contracts; No Defaults.

(a) Schedule 3.14(a) sets forth a list as of the date of this Agreement of each of the following Contracts to which Loews or any Loews Company or, to Loews’ Knowledge, any Loews U.S. Investee is a party (collectively, the “Material Contracts”):

(i) any partnership, joint venture or other similar agreement or arrangement;

(ii) any agreement evidencing or governing indebtedness for borrowed money;

(iii) any agreement that limits the freedom of Loews or any Loews Company or Loews U.S. Investee to compete in any line of business, geographic area or with any Person, other than leases containing limitations regarding the ownership or construction of theatres within a specified geographic area;

(iv) any employment, deferred compensation, severance, bonus, retirement or other similar agreement entered into by Loews, any Loews Company or any Loews U.S. Investee, on the one hand, and any director or officer of Loews or any other employee of Loews or any Loews Company or Loews U.S. Investee receiving annual compensation of $150,000 or more, on the other hand;

(v) any Contract contemplating remaining payments or benefits by or to Loews, any Loews Company or any Loews U.S. Investee of more than $1,000,000 in any consecutive 12-month period;

(vi) any lease of any of the Leased Real Properties;

(vii) any agreement with a Governmental Authority pursuant to which Loews or a Loews Company or a Loews U.S. Investee is obligated to provide services for consideration of more than $500,000 in any consecutive 12-month period;

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(viii) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise);

(ix) any Contract which, in the reasonable judgment of the Chief Executive Officer of Loews, is otherwise material to the business of Loews and the Loews Companies taken as a whole; and

(x) each amendment, supplement or modification in respect of any of the foregoing Contracts.

(b) Each of the Material Contracts (other than those that expire by their terms after the date of this Agreement and on or before the Closing Date) is in full force and effect and constitutes a legal, valid and binding agreement of Loews or a Loews Company or Loews U.S. Investee (as applicable) enforceable against Loews or a Loews Company or Loews U.S. Investee (as applicable) and, to Loews’ Knowledge, the other parties thereto, in accordance with its terms.

(c) Except as set forth in Schedule 3.5(b), neither Loews nor any Loews Company nor, to Loews’ Knowledge, any Loews U.S. Investee or any other party to any Material Contract is in material breach or default under any Material Contract, and no event has occurred that, with the giving of notice or the lapse of time or both, would constitute a breach or default under any Material Contract that would permit the other party to terminate such Material Contract.

3.15 Insurance. Schedule 3.15 contains a complete list of all of Loews’ and the Loews Companies’ policies of insurance in effect as of the date hereof. All of such policies are in full force and effect and, to Loews’ Knowledge, there is no material default (beyond any applicable grace or cure period) with respect to any provision contained in any such policy, nor has there been any material failure to give any notice or present any claim under any liability policy in a timely fashion or in the manner or detail required by such liability policy. Loews has made available to Parent copies of all such policies.

3.16 Environmental Matters. Except as has not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and except as set forth on Schedule 3.16, to Loews’ Knowledge:

(a) Loews, the Loews Companies and the Loews U.S. Investees (i) are in compliance with all, and are not subject to any liability, in each case with respect to any, applicable Environmental Laws, (ii) hold or have applied for all Environmental Permits necessary to conduct their current operations and (iii) are in compliance with their respective Environmental Permits.

(b) Since the Emergence Date, neither Loews, any Loews Company nor any Loews U.S. Investee has received any written notice, demand, letter, claim or request for information alleging that Loews, any Loews Company or any Loews U.S. Investee may be in violation of, or liable under, any applicable Environmental Law.

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(c) Since the Emergence Date, neither Loews, any Loews Company nor any Loews U.S. Investee (i) has entered into or agreed to any consent decree or order, or is subject to any judgment, decree or judicial order relating to compliance with applicable Environmental Laws, Environmental Permits or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials and no Proceeding is pending or threatened in writing with respect thereto or (ii) is an indemnitor in connection with any claim threatened or asserted in writing by any third-party indemnitee for any liability under any applicable Environmental Law or relating to any Hazardous Materials.

(d) There are no actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any Hazardous Material that would reasonably be expected to form the basis of any Environmental Claim against Loews or any Loews Company or any Loews Investee.

(e) Neither Loews Foreign Investee has any liability in respect of any applicable Environmental Law or Environmental Claim that, individually or in the aggregate, currently has or would reasonably be expected to have a Material Adverse Effect.

This Section 3.16 is the sole and exclusive representation and warranty of Loews with respect to Environmental Laws, Environmental Claims, Hazardous Materials and any liability, obligation or Proceeding relating to the foregoing. No representation and warranty of Loews other than this Section 3.16 shall extend to any matter referred to in the immediately preceding sentence.

3.17 Employees. Except as disclosed in Schedule 3.17, there is no employment agreement, employee benefit or incentive compensation plan or program, severance policy or program or any other plan or program to which Loews or any Loews Company or, to Loews’ Knowledge, any Loews U.S. Investee is a party (a) that is or could, pursuant to its terms, be triggered or accelerated by reason of or in connection with the execution of this Agreement or the Contemplated Transactions, (b) that could result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning set forth in Section 280G of the Code as a result of the consummation of the Contemplated Transactions or (c) contains “change in control” provisions pursuant to which the payment, vesting or funding of compensation or benefits is triggered or accelerated by reason of or in connection with the execution of or consummation of the Contemplated Transactions.

3.18 Labor Relations; Compliance. Except as set forth in Schedule 3.18, since the Emergence Date, neither Loews nor any Loews Company nor, to Loews’ Knowledge, any Loews U.S. Investee has been or is a party to any collective bargaining or other labor Contract. Since the Emergence Date, there has not been, there is not presently pending and, to Loews’ Knowledge, there is not threatened, (a) any strike, slowdown, picketing, work stoppage or employee grievance process, (b) any Proceeding against Loews or any Loews Company nor, to Loews’ Knowledge, any Loews U.S. Investee relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, or (c) any application for certification of a collective bargaining agent. Except as set forth in Schedule 3.18, there is no lockout of any employees by Loews or any Loews Company nor, to Loews’ Knowledge, any Loews Investee. Each of Loews and each Loews

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Company and, to Loews’ Knowledge, each Loews U.S. Investee has complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health and plant closing. To Loews’ Knowledge, there is no pending or overtly threatened strike or work stoppage at either Loews Foreign Investee.

3.19 Intellectual Property. Except as set forth in Schedule 3.19, each of Loews and each Loews Company and, to Loews’ Knowledge, each Loews U.S. Investee owns or possesses rights to use all franchises, licenses, copyrights, copyright applications, patents, patent rights or licenses, patent applications, trademarks, trademark rights, trade names, trade name rights, domain names, data, privacy rights, copyrights and rights with respect to the foregoing which are required to conduct its business as currently conducted, except where the failure to own or possess rights to use any of the foregoing has not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3.19, to Loews’ Knowledge, no event has occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights, and to Loews’ Knowledge, neither Loews nor any Loews Company nor any Loews U.S. Investee is liable to any Person for infringement, misappropriation or other conflict under applicable Legal Requirements with respect to any such rights as a result of its business operations or otherwise. To Loews’ Knowledge at the date of this Agreement, except as set forth in Schedule 3.19, (a) no Person has infringed upon or misappropriated any material intellectual property of Loews and (b) Loews has not received any written notice that Loews, any Loews Company or any Loews U.S. Investee is infringing the intellectual property of any third Person.

3.20 Certain Payments. Neither Loews nor any Loews Company nor, to Loews’ Knowledge, any Loews U.S. Investee or any of their respective directors, officers, agents, employees or any other Persons acting on their behalf has, since the Emergence Date, in connection with the operation of Loews’ business: (a) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the Foreign Corrupt Practices Act of 1977, as amended, or any other applicable foreign, federal or state law; or (b) accepted or received any unlawful contributions, payments, expenditures or gifts. To Loews’ Knowledge, neither Loews Foreign Investee has, in connection with the operation of its business, made any contributions or gifts to government officials in violation of applicable law.

3.21 Relationships with Related Persons.

(a) Except as set forth in Schedule 3.21(a), no Loews Stockholder has or, since the Emergence Date, has had, any interest in any material property (whether real, personal or mixed and whether tangible or intangible), used in Loews’ or the Loews Companies’ businesses or, to Loews’ Knowledge, the businesses of any Loews U.S. Investee.

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(b) Except as set forth in Schedule 3.21(b), to Loews’ Knowledge, no Loews Stockholder directly or indirectly (i) has, or since the Emergence Date (or June 30, 2002, in the case of Grupo Cinemex) has had, business dealings or a material financial interest in any transaction with Loews or any Loews Company other than business dealings or transactions conducted in the ordinary course of business with Loews and the Loews Companies at substantially prevailing market prices and on substantially prevailing market terms or (ii) is, or since the Emergence Date has been, party to any material agreement with, or has any right (contingent or otherwise) to any material payment from, Loews or any Loews Company or any Loews Investee.

(c) As of the date of this Agreement, except (i) as set forth in Schedule 3.21(a) or Schedule 3.21(b) or Schedule 3.21(c), (ii) transactions between or among Loews, the Loews Companies and the Loews U.S. Investees, (iii) transactions listed in Note 23 to the December 31, 2003 Financial Statements or Note 6 to the March 31, 2004 Financial Statements, (iv) agreements with, or benefits of, any director or officer of Loews or a Loews Company which is identified on another Schedule to this Agreement, or payment of compensation to such officers in the ordinary course of business, or (v) Contracts or transactions that terminated without further liability or obligation of Loews or a Loews Company or Loews U.S. Investee on or before December 31, 2003, since the Emergence Date (or June 30, 2002, in the case of Grupo Cinemex) (x) none of Loews or any Loews Company or any Loews U.S. Investee has entered into, or is a party to, a Contract with a Related Person or (y) has engaged or is engaged in any business dealing or transaction with a Related Person (other than a Related Person’s attendance at a theatre and ticket and concession purchases as a patron) (each a “Section 3.21(c) Transaction”). Except for transactions between or among Loews and the Loews Companies and payments pursuant to the matters set forth in Schedules 3.21(b) or 3.21(c), neither Loews nor any Loews Company nor any Loews U.S. Investee shall have entered into any Section 3.21(c) Transaction between the date of this Agreement and the Closing. As used in this Section 3.21(c), Section 6.3(m) and Section 11.2, a Person is a “Related Person” with respect to a Contract or business dealing or transaction (a “transaction”) only if, at the time the transaction was entered into (or, if later, on the date of this Agreement), any of the individuals named in the definition of “Loews’ Knowledge” or Anthony Munk, Timothy A.R. Duncanson or Kenneth Liang actually knew that (A) any Loews Stockholder, (B) any Affiliate of Loews or any Loews Stockholder or (C) any director, officer, shareholder, partner or member of Loews, any Loews Company, any Loews Affiliate, any Loews Stockholder or any Affiliate of a Loews Stockholder had any interest in such transaction.

(d) Except as set forth in Schedules 3.21(b) and 3.21(c) and except for Loews Expenses, since December 31, 2003 none of Loews, any Loews Company or any Loews U.S. Investee has paid, or entered into or been a party to any Contract requiring it to pay, (i) amounts for consulting, management or similar services or reimbursement of fees, expenses or other amounts in connection with such services or otherwise (as to reimbursement only) (other than contracts, payments or reimbursements (x) between or among Loews, the Loews Companies and the Loews U.S. Investees or (y) with or to directors, officers and employees of Loews or a Loews Company in their capacities as such in the ordinary course of business), to (x) any Loews Stockholder or any Affiliate of

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a Loews Stockholder or (y) any director, officer, shareholder, partner or member of Loews, any Loews Company, any Loews Affiliate, any Loews Stockholder or any Affiliate of a Loews Stockholder or (ii) except as set forth in Schedule 3.21(d), any amount to or for the benefit of any Loews Stockholder (excluding any benefit inuring to Loews Stockholders by reason of a benefit to Loews or a Loews Company).

(e) To Loews’ Knowledge, no Loews Investee is a party to an agreement or transaction with an affiliate of the entity that was entered into in violation of the Loews Foreign Investee’s governing organizational documents.

3.22 Brokers or Finders. Except for Credit Suisse First Boston LLC and Citigroup Global Markets Inc., there is no investment banker, broker, finder, financial advisor or other intermediary which has been retained by or is authorized to act on behalf of Loews or any of the Loews Companies who might be entitled to any fee from Loews, any Loews Company or any Loews U.S. Investee in connection with the Contemplated Transactions.

3.23 Disclosure. The representations and warranties contained in this Article 3 (including the Schedules hereto), taken as a whole, do not contain and will not contain any untrue statement of fact or omit to state any material fact necessary in order to make the statements and information contained herein not misleading in light of the circumstances under which they were made.

ARTICLE 4.

Representations and Warranties of Sellers

Each Seller severally represents and warrants to Parent with respect to itself only, that:

4.1 Authority.

(a) If such Seller is an entity, (i) Seller is validly existing and in good standing under the laws of the jurisdiction of formation and (ii) the execution, delivery and performance of this Agreement and the consummation of the Contemplated Transactions by such Seller are within such Seller’s powers and have been duly authorized by all necessary action on the part of such Seller.

(b) This Agreement constitutes the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and to general equitable principles.

4.2 No Conflict. Except as set forth in Schedule 3.2(c), the execution and delivery of this Agreement by such Seller do not, and the performance of this Agreement by such Seller will not (a) require any Consent of, or filing with, or notification to, any

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Governmental Body or any other Person, except (i) under the HSR Act, other foreign or supranational antitrust and competition laws and (ii) where failure to obtain such Consents, or to make such filings or notifications to a Person other than a Governmental Body, would not, individually or in the aggregate, reasonably be expected to (x) have a material adverse effect on Loews or Parent or (y) prevent or materially delay the performance of this Agreement by such Seller or (b) result in the breach of, any loss of any benefit under or constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any property or asset of Loews pursuant to, any Contract to which such Seller is a party, except for any breach which would not reasonably be expected to (x) have a material adverse effect on Loews or the Parent or (y) prevent or materially delay the performance of this Agreement by such Seller.

4.3 Ownership of Loews Shares. Such Seller is, on the date of this Agreement, the owner of the Loews Shares set forth opposite its name on Schedule 4.3. Such Seller will, immediately prior to the Closing, be the record owner of the shares set forth opposite its name on Schedule 4.3 (except, in the case of Oaktree, which will be the beneficial owner but not the record owner, and will cause the record owner to sign all requisite documents to transfer the Loews Shares), with full power to sell such Loews Shares free and clear of adverse claims within the meaning of Section 8-102 of the Uniform Commercial Code of the State of New York, except for changes in the number of Loews Shares held resulting from (x) transfers between Sellers, (y) exercise of the Loews Warrants and (z) transfers contemplated by Section 6.1 of this Agreement. The sale of Loews Shares by such Seller to Parent or Acquisition, as the case may be, pursuant to Article 2 will be effective to transfer such Loews Shares to Parent or Acquisition, as the case may be, free and clear of adverse claims within the meaning of Section 8-102 of the Uniform Commercial Code of the State of New York.

4.4 No Other Representation. Sellers shall not be deemed to have made to Parent or its Representatives any representation or warranty other than as expressly made by Sellers in this Article 4. Without limiting the generality of the foregoing, Sellers make no representation or warranty to Parent or its Representatives with respect to any information or documents made available to Parent or its Representatives, except as expressly set forth in a representation and warranty contained in this Article 4.

ARTICLE 5.

Representations and Warranties of Parent

Parent represents and warrants to Loews and Sellers as follows:

5.1 Organization and Good Standing. Parent is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized.

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5.2 Authority; No Conflict.

(a) The execution, delivery and performance of this Agreement and the consummation of the Contemplated Transactions are within Parent’s corporate powers and have been duly authorized by all necessary action on the part of Parent. This Agreement constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and to general equitable principles.

(b) The execution and delivery of this Agreement by Parent do not, and the performance by Parent of its obligations hereunder will not, (i) violate any provision of the certificate of incorporation or by-laws of Parent, (ii) assuming that all Consents, approvals, authorizations and permits described in Section 5.2(c) have been obtained and all filings and notifications described in Section 5.2(c) have been made and any waiting periods thereunder have terminated or expired, violate any Legal Requirement applicable to Parent or by which any property or asset of Parent is bound or affected or (iii) require any Consent or approval under, result in any breach of, any loss of any benefit under or constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any property or asset of Parent pursuant to, any material Contract to which Parent is a party, Governmental Authorization of Parent or other instrument or obligation of Parent, except, with respect to clauses (ii) and (iii), for any such violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the (x) business, prospects, results of operations or condition (financial or otherwise) of Parent taken as a whole, or (y) ability of Parent to perform its obligations under this Agreement.

(c) The execution and delivery of this Agreement by Parent do not, and the performance of this Agreement by Parent will not, require any Consent of, or filing with, or notification to, any Governmental Body or any other Person, except (i) under the HSR Act, other foreign or supranational antitrust and competition laws and (ii) where failure to obtain such Consents, or to make such filings or notifications to a Person other than a Governmental Body, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the (x) business, results of operations or financial condition of Parent and its Subsidiaries taken as a whole, or (y) ability of Parent to perform its obligations under this Agreement.

5.3 Available Funds. Parent has entered into an executed commitment letter dated June 18, 2004 (together with the exhibits and attachments thereto, the “Debt Commitment Letter”) from Credit Suisse First Boston, Citicorp North America, Inc. and Citigroup Global Markets Inc. (together, the “Lenders”), an executed engagement letter dated June 18, 2004 (together with the exhibits and attachments thereto, the “Engagement Letter”) from Credit Suisse First Boston LLC and Citicorp Global Markets Inc., an executed fee letter dated June 18, 2004 (the “Fee Letter”) from Credit Suisse First

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Boston, Citicorp North America, Inc. and Citigroup Global Markets Inc. and an executed fee credit letter dated June 18, 2004 (the “Credit Letter”) from Credit Suisse First Boston LLC, Citicorp North America, Inc. and Citigroup Global Markets, Inc. The Debt Commitment Letter, the Engagement Letter, the Fee Letter and the Credit Letter are collectively referred to as the “Debt Financing Documents.” True and complete copies of the Debt Financing Documents have been furnished to Loews. There are no other documents, including any side letters, executed by Parent in connection with the Debt Financing Documents. Parent has received an executed commitment letter dated June 18, 2004 (the “Equity Commitment Letter”) from the Equity Investor, a true, correct and complete copy of which has been delivered to Loews. The funds required to be provided by the Equity Investor pursuant to the Equity Commitment Letter satisfy the equity funding requirements of the Debt Financing Documents. Subject to the funding of the funds set forth in the Debt Financing Documents (the “Debt Financing”) and the Equity Commitment Letter, Parent will have the funds necessary to enable it to pay in full in cash at the Closing the Aggregate Purchase Price together with all fees and expenses of Parent.

5.4 No Reliance. To the knowledge of Parent, Parent and its Representatives have inspected and conducted such review and analysis (financial and otherwise) of Loews, the Loews Companies and the Loews Investees as desired by Parent and made an independent decision to enter this Agreement and acquire Loews Shares pursuant to this Agreement. Parent and its Representatives are not relying upon any warranty or representation by, or information from, Loews, Sellers, the Loews Companies or the Loews Investees of any sort, oral or written, except, in the case of Loews, the warranties and representations specifically set forth in Article 3 of this Agreement (including the related portions of the Disclosure Schedules) and, in the case of Sellers, the representation and warranties specifically set forth in Article 4 of this Agreement (including the related portions of the Disclosure Schedules).

5.5 Brokers or Finders. There is no investment banker, broker, finder, financial advisor or other intermediary which has been retained by or is authorized to act on behalf of Parent who might be entitled to any fee other than from Parent in connection with the Contemplated Transactions.

5.6 No Interest in Industry. No equity investor in Parent or other entity (other than Loews and its Affiliates) required to be identified in Parent’s filing under the HSR Act with respect to this Agreement (or any entity included in the same person as such an equity investor or entity) owns or controls more than 5% of any class of the outstanding equity securities of any entity included in a person engaged in the movie theatre or film exhibition industry. As used in this Section 5.6, the terms “entity” and “person” have the meanings given to them in the Rules under the HSR Act.

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ARTICLE 6.

Covenants Prior to Closing Date

6.1 Related Transactions. The following transactions will be consummated pursuant to agreements in the forms attached to Schedule 6.1 in accordance with the terms set forth in such forms (without any waiver other than those made with the consent of Parent) and in the order contemplated by such forms:

(a) Loews will cause prior to the Closing Date but on the same calendar day LCT to sell 100% of the shares of capital stock of Loews Canada owned by LCT to one or more Persons to be formed or controlled by Onex Corporation (“Onex”) and/or Oaktree Capital Management, LLC, as general partner and/or investment manager of certain accounts and funds it manages (“Oaktree”) for a cash purchase price equal to the fair market value thereof as determined pursuant to the terms of the purchase agreement included in Schedule 6.1 (the “Canadian Purchase Agreement”). Loews will use the proceeds thereof to repay outstanding indebtedness. Loews Canada will enter into a guaranty (the “COC Guaranty”) of the indemnification obligations of the purchaser or purchasers of Loews Canada under the Purchase Agreement — Canada.

(b) Loews will cause Loews Canada to transfer 100% of the shares of capital stock of Cineplex Odeon (Barbados) Inc. to Loews or a Subsidiary of Loews for a cash purchase price of $1.00.

(c) Loews will cause Loews Germany to transfer all of the equity interests in Loews Mauritius Holding Company to Loews or a Subsidiary of Loews for no consideration. Following that transfer, Loews will cause LCT to sell 100% of the equity interests in Loews Germany owned by LCT to one or more Persons to be formed or controlled by Onex and/or Oaktree for a cash purchase price of $1.00.

(d) Immediately prior to the sale contemplated by the first sentence of subsection (a) above, Loews will cause LCT to sell 100% of the shares of capital stock of Loews Cineplex Entertainment Corporation Canada to Loews Canada for a cash purchase price of $1.00.

(e) Prior to the Closing, Parent shall place or cause to be placed in escrow an amount in U.S. Dollars (the “Cash Escrow Amount”) equal to Two Billion Fifty Million Mexican Pesos (MP2,050,000,000) converted into U.S. Dollars as provided in the Mexican Purchase Agreement included in Schedule 6.1 and Sellers shall place or cause to be placed in escrow secretary’s instructions with respect to the transfer of the equity interests in Symphony Subsisting Vehicle, S. de R.L. de C.V., an entity organized under the laws of the United Mexican States and all of the shares of common stock of Grupo Cinemex (together, the “Escrowed Mexican Equity Interests”) and other required transfer documentation, in each case with an escrow agent acceptable to Parent and Sellers pursuant to an escrow agreement, the terms and conditions of which shall be reasonably acceptable to the escrow agent, Parent and Sellers;

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(f) Loews will remove, or cause to resign, each director of Loews and each Loews Company, such removals or resignations to be effective no later than the Closing Date.

(g) Onex and OCM Cinemas Holdings, LLC will each, and will cause (i) its respective Affiliates that are Loews Stockholders or directors or officers of Loews, a Loews Company, a Loews Investee or a Retained Foreign Entity (as defined in the form of release) and (ii) Loews Canada and Loews Germany, to have executed releases, in the form attached as Exhibit 6.1(g), effective as of the Closing Date.

(h) LCT and Loews Canada will enter into a Services Agreement in the form included in Schedule 6.1.

(i) Prior to or at the Closing Date, the parties shall deliver irrevocable instructions to the escrow agent contemplated by clause (e) above which shall direct the escrow agent to deliver, immediately following the Closing, the Escrowed Mexican Equity Interests to Loews and to pay the Cash Escrow Amount to the sellers under the Mexican Purchase Agreement included in Schedule 6.1. Loews or a Subsidiary thereof shall purchase the Escrowed Mexican Equity Interests and the sellers under the Mexican Purchase Agreement shall receive the Cash Escrow Amount as consideration for the Escrowed Mexican Equity Interests. At the Closing, the parties to such Mexican Purchase Agreement shall enter into a Tax Sharing Agreement in the form included in Schedule 6.1 and Loews Canada and the purchaser or purchasers of Loews Canada shall guaranty the obligations of the sellers under such Tax Sharing Agreement pursuant to the forms of guaranties included in Schedule 6.1.

6.2 Access and Investigation. Between the date of this Agreement and the Closing Date, Loews will, and will cause each Loews Company and their respective Representatives to (a) afford Parent and its prospective financing sources and their respective Representatives (collectively, “Advisors”) reasonable access to Loews’ and such Loews Companies’ properties, Contracts, books and records and other documents and data, (b) furnish Parent and its Advisors with copies of all such Contracts, books and records, and other existing documents and data as Parent may reasonably request, (c) furnish Parent and its Advisors with such additional financial, operating and other data and information as Parent may reasonably request and (d) make available to Parent and its Advisors, upon reasonable advance notice and during normal business hours, the officers of such Person, as Parent may reasonably request; provided, that such availability shall not interfere with the normal operations of Loews or any Loews Company. Any information heretofore or hereafter obtained from any party hereto shall be subject to the terms of the Confidentiality Agreement, and such information shall be held in accordance with the terms of the Confidentiality Agreement.

The provisions of this Section 6.2 are subject to applicable Legal Requirements relating to the exchange of information. Loews may, as it deems reasonably advisable and necessary, designate any competitively sensitive information requested by Parent under this Section 6.2 as “outside counsel only”, and such information shall be given only to Parent’s outside legal counsel based on an undertaking from such counsel reasonably

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satisfactory to Loews to the effect that such information shall be kept confidential and not provided to Parent.

6.3 Operation of Business. Loews agrees that, on and after the date of this Agreement to the Closing, except as set forth in Schedule 6.3 or pursuant to Section 6.1 or Section 6.4(a), (b) or (f) of this Agreement unless Parent shall otherwise consent in writing, Loews shall, and shall cause each Loews Company to, (x) maintain its existence in good standing under applicable Legal Requirements, (y) subject to the further restrictions set forth in this Section 6.3, conduct its operations only in the ordinary course of business and (z) (i) use its commercially reasonable efforts to keep available the services of the current officers of Loews and each Loews Company, (ii) subject to decisions made by the Board of Directors and management of Loews in good faith, use its commercially reasonable efforts to keep available the services of employees of Loews and each Loews Company, and (iii) preserve the current relationships of Loews and each Loews Company with their material customers, suppliers and other Persons with which Loews and each of the Loews Companies have significant business relations as is reasonably necessary in order to preserve substantially intact their goodwill and business organization. In addition, without limiting the foregoing, except as set forth in Schedule 6.3 or pursuant to Section 6.1 or Section 6.4(a), (b) or (f) of this Agreement, unless Parent shall otherwise consent in writing, Loews shall not, and shall not permit any of the Loews Companies to, on or after the date of this Agreement to the Closing, directly or indirectly, do, or agree to do, any of the following:

(a) amend or propose to amend or otherwise change its certificate of incorporation or by-laws or comparable organizational documents;

(b) issue, sell, pledge, dispose of, grant, transfer, encumber or authorize the issuance, sale, pledge, disposition, grant, transfer or encumbrance of any shares of capital stock of Loews or any Loews Company, or securities convertible or exchangeable or exercisable for any shares of such capital stock, or any options, warrants or other rights of any kind to acquire any shares of such capital stock or such convertible or exchangeable securities, or any other ownership interest, of Loews or any Loews Company, except that (i) Loews may issue the Loews Warrants and may issue Loews Shares upon exercise of the Loews Warrants; (ii) the Loews Companies may issue shares of capital stock to Loews or any wholly-owned Loews Company and (iii) Loews may issue shares of capital stock as contemplated by Sections 6.1 and 7.8;

(c) other than in connection with transactions among wholly-owned Loews Companies that do not affect Loews’ indirect ownership of the wholly-owned Loews Companies taken as a whole, (i) reclassify, combine, split, subdivide or amend the terms of any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, or (ii) redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock or other securities;

(d) declare, set aside, make or pay any dividend or other distribution (whether payable in cash, stock, property or a combination thereof) with respect to any of

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its capital stock (other than dividends or distributions paid by wholly-owned Loews Companies to Loews or to other wholly-owned Loews Companies) or enter into any agreement with respect to the voting of the capital stock of Loews;

(e) (i) except in the ordinary course of business, sell, pledge, dispose of, transfer, lease, license, abandon, fail to maintain or encumber, or authorize the sale, pledge, disposition, transfer, lease, license, abandonment, failure to maintain or Encumbrance of, any material property or assets of Loews or any Loews Company; or (ii) enter into any material commitment or transaction outside the ordinary course of business other than transactions between Loews or a Loews Company and another Loews Company;

(f) incur any indebtedness for borrowed money (except to a wholly-owned Loews Company) or issue any debt securities (except to a wholly-owned Loews Company) or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person (other than a wholly-owned Loews Company or as required to comply with its obligations as manager for a Loews U.S. Investee under a partnership or management agreement with such Loews U.S. Investee) for borrowed money, except for indebtedness for borrowed money under Loews’ existing credit facilities thereof;

(g) terminate, cancel, or agree to any material and adverse change in, or enter into, any Material Contract other than in the ordinary course of business;

(h) authorize, commit to or make any capital expenditure not contemplated or described in Schedule 6.3, except for capital expenditures consistent with Loews’ five-year plan or annual budget (but excluding any material commitment relating to a theatre new-build that is not authorized by Loews at the date of this Agreement);

(i) make any loan or advance to, or any investment in, any other Person, other than loans, advances or investments to or in any Loews Company;

(j) except as may be required by contractual commitments or corporate policies with respect to severance or termination pay in existence on the date of this Agreement included in the Disclosure Schedules, (i) increase the compensation or benefits payable or to become payable to its directors or officers or, except in the ordinary course of business, employees, (ii) grant any rights to severance or termination pay to, or enter into any employment or severance agreement with, any director, officer or other employee of Loews or any Loews Company (other than with respect to newly-appointed directors and newly-hired employees in the ordinary course of business); or (iii) establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer, consultant or employee, except to the extent required by applicable Legal Requirements or, in the case of employees, in the ordinary course of business;

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(k) make any material change in accounting policies or procedures except as required by GAAP or by a Governmental Body or (ii) make any material change to practices and policies relating to the payment of film costs, accrued liabilities or accounts payable or to the collection of box office or concession revenues;

(l) settle any actions, suits, litigations or other proceedings or pay, discharge or satisfy any claims (including claims of stockholders), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), except for (i) the payment, discharge or satisfaction of liabilities or obligations in the ordinary course of business, in accordance with their terms or between or among Loews and wholly-owned Loews Companies, (ii) settlements or compromises of any litigation (whether or not commenced prior to the date of this Agreement) where the amount paid (after giving effect to insurance proceeds actually received) in such settlement or compromise does not exceed $1,000,000 individually or $5,000,000 in the aggregate for all such settlements or compromises, or (iii) settlements or compromises funded through the creditor pool established pursuant to Loews’ plan of reorganization effective on the Emergence Date;

(m) engage in any transaction with, or enter into any agreement, arrangement, or understanding with, directly or indirectly, any Related Person, or make any payment or distribution to any Related Person (other than payments for services as an officer, director or employee of Loews or a Loews Company set forth on Schedule 6.3);

(n) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization;

(o) merge or consolidate with, or acquire any material assets or property from, any other Person (other than (i) mergers or consolidations with, or acquisitions from, Loews or a Loews Company and (ii) acquisitions of film exhibition rights, inventory, equipment and supplies in the ordinary course of business);

(p) consent, or permit any Loews Representative to consent, to any action by any Loews Investee outside the ordinary course, including, without limitation, any consent under the Loews Investee Approval Provisions or any consent to any purchase, redemption, retirement or other acquisition of debt or equity, or declaration or payment of any dividend or other distribution or payment in respect of debt or equity held by Loews (or Affiliate of Loews) or any other equity investor therein (but excluding any payment on advances made by Loews or a Loews Company to any Loews U.S. Investee) or, subject to their fiduciary duties, permit the Loews designees on the relevant board of directors to approve action expressly requiring approval by the board of directors pursuant to (i) Section 7.4(a)(i), 7.4(a)(ii), 7.4(a)(viii) or 7.4(a)(ix) of the Joint Venture Agreement, dated as of April 27, 1998, as amended as of July 7, 2003, by and among Loews Cineplex International Holdings, Inc. (formerly LTM Spanish Holdings, Inc.) and Ricardo Evole Martil or (ii) Section 6.4(a)(i), 6.4(a)(ii) 6.4(a)(vii) or 6.4(a)(x) of the Amended and Restated Joint Venture Agreement, dated as of July 25, 2002, by and among Loews, Loews Cineplex International Holdings, Inc., Mediaplex, Inc. and Megabox Cineplex, Inc.; or

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(q) authorize or enter into any Contract or otherwise make any commitment to do any of the foregoing.

6.4 Required Approvals, etc.

(a) Loews and Parent shall use their commercially reasonable efforts to (i) obtain from any Governmental Bodies any Consents, licenses, permits, waivers, approvals, authorizations or Orders required to be obtained or made by Parent, Loews or any of their Subsidiaries or stockholders (including, without limitation, those in connection with the HSR Act and antitrust and competition laws of any other applicable jurisdiction), in connection with the authorization, execution and delivery of this Agreement and the consummation of the Contemplated Transactions, and (ii) make, or cause their respective ultimate parent entities to make, all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under (A) the HSR Act and antitrust and competition laws of any other applicable jurisdiction and (B) any other applicable Legal Requirement. Parent and Loews shall each file, or cause their respective ultimate parent entities to file, a notification under the HSR Act within five Business Days of the date of this Agreement. Parent and Loews shall cooperate with each other in connection with the making of all filings or submissions referenced in the preceding sentence (including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any Governmental Body with respect to any such filing or submission. Loews and Parent shall have the right to review in advance, and to the extent practicable each shall consult the other on, all the information relating to Loews and the Loews Companies, Parent and its Subsidiaries, and the stockholders of each, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Body in connection with the Contemplated Transactions. Parent and Loews may, as each deems reasonably advisable and necessary, designate any competitively sensitive information requested by the other under this Section 6.4(a) as “outside counsel only”, and such information shall be given only to such requesting party’s outside legal counsel based on an undertaking from such counsel reasonably satisfactory to the other party to the effect that such information shall be kept confidential and not provided to the requesting party. In addition, Parent, Loews and the stockholders of each may redact any information from such documents shared with the other party or its counsel that is not pertinent to the Contemplated Transactions and the subject matter of the filing or submission or that is not customarily exchanged between parties to HSR filings or their counsel. Each of the Sellers, Loews and Parent shall promptly notify and provide a copy to the other parties of any written communication received from any Governmental Body with respect to any filing or submission or with respect to the Contemplated Transactions. Each of Loews and Parent shall give the other reasonable prior notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Body regarding any such filing or any such transaction. Neither Loews nor Parent shall, nor shall they permit their respective Representatives to, independently participate in any meeting, or engage in any substantive conversation, with any Governmental Body in respect of any such filing, investigation or other inquiry without giving the other prior notice of such meeting or conversation and, unless prohibited by such

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Governmental Body, the opportunity to attend or participate. The parties to this Agreement will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party to this Agreement in connection with proceedings under or related to the HSR Act or applicable competition laws.

(b) Parent and Loews will:

(i) each use its commercially reasonable efforts to avoid the entry of, or to have vacated or terminated, any Order that would restrain, prevent or delay the Closing, as soon as reasonably practicable, including defending through litigation on the merits any claim asserted in any court by any Person; and

(ii) each use its commercially reasonable efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any Governmental Body with respect to the Contemplated Transactions so as to enable the Closing to occur as soon as reasonably practicable, including (A) committing to any divestitures, licenses, hold separate or other similar arrangements with respect to its assets or conduct of business arrangements, subject to and effective upon consummation of the Contemplated Transactions and (B) implementing, contesting or resisting any litigation before any court or quasi-judicial administrative tribunal seeking to restrain or enjoin the Contemplated Transactions.

(c) Loews and Parent shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, commercially reasonable efforts to obtain any non-governmental third party Consents necessary, proper or advisable to consummate the Contemplated Transactions. In the event that either party shall fail to obtain any such third party Consent, such party shall use commercially reasonable efforts, and shall take any such actions reasonably requested by the other party hereto, to minimize any adverse effect upon Loews and Parent, their respective Subsidiaries, and their respective businesses resulting, or which could reasonably be expected to result after the Closing Date, from the failure to obtain such Consent.

(d) From the date of this Agreement until the Closing Date, each party shall promptly notify the other party in writing of any pending or, to Loews’ Knowledge or Parent’s knowledge, as appropriate, threatened Proceeding by any Governmental Body or any other Person (i) challenging or seeking damages in connection with the Contemplated Transactions or (ii) seeking to restrain or prohibit the consummation of the Contemplated Transactions.

(e) Nothing in this Section 6.4 shall be construed to obligate any party to waive any condition for the benefit of such party.

(f) Loews shall, and shall cause its Subsidiaries, Grupo Cinemex and their respective officers and directors to, reasonably cooperate by taking customary actions within their control in connection with obtaining the Debt Financing as Parent may from

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time to time request, including by (i) providing prospective lenders with access, at reasonable times and to a reasonable extent, to the officers and directors of Loews, its Subsidiaries and Grupo Cinemex, (ii) providing reasonable assistance in preparation of confidential information memoranda and other materials to be used in connection with obtaining the Debt Financing, (iii) providing reasonable assistance in the preparation for, and participating in, meetings, due diligence sessions, road shows and similar presentations to and with, among others, prospective lenders, investors and rating agencies, (iv) the execution and delivery of commitment letters, underwriting or placement agreements, loan agreements, note purchase agreements, registration rights agreements, indentures and related documents, including a certificate of the Chief Financial Officer of Loews with respect to solvency matters, all of which shall become effective only at the Closing Date, (v) providing the financial information necessary for the satisfaction of the obligations and conditions set forth in the Commitment Letters within the time periods required thereby in order to permit a Closing Date on or prior to September 30, 2004 which obligation shall include, in all events, providing the financial information required pursuant to the terms of the Debt Financing Documents and (vi) using commercially reasonable efforts to provide the assistance of the independent auditor of Loews with the Debt Financing, including provision of a reasonably acceptable and customary “comfort letter” in connection with the Debt Financing, all as Parent may from time to time reasonably request.

6.5 No Negotiation. Until such time, if any, as this Agreement is terminated pursuant to Article 9, none of Loews or any Seller will, and each will cause their respective Representatives not to, directly or indirectly solicit, initiate or encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any Person (other than Parent) relating to any transaction involving the sale of any substantial portion of Loews’ business or any substantial portion of its assets, or any of the capital stock of Loews, or any merger, consolidation, business combination or similar transaction involving Loews.

6.6 Supplemental Schedules. Loews may (but shall not be required to), from time to time prior to or on the Closing Date, by notice in accordance with this Agreement, supplement or amend the Schedules, including, without limitation, one or more supplements or amendments to correct any matter which would otherwise constitute a breach of any representation, warranty or covenant herein contained. If any such supplement or amendment of any Schedule (considered individually or collectively together with any or all other such supplements and amendments) discloses matters that, absent such supplements and amendments, would make satisfaction of the condition specified in Section 7.1 impossible, then Parent shall have the right by notice to Loews within ten days after receipt of such supplement or amendment to terminate this Agreement, with such termination being Parent’s sole and exclusive remedy relating to matters set forth in such supplement or amendment. Notwithstanding any other provision hereof, but subject to the immediately preceding sentence, each supplement or amendment of any Schedule will be effective to cure and correct for all purposes (including, but not limited to, Section 7.1) any breach of any representation, warranty or covenant relating to such Schedule not having read at all times as so supplemented or amended.

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6.7 Debt Financing.

(a) Parent will not, and will not permit any other Person to, terminate, amend, modify or supplement (or consent or agree to the termination, amendment, modification or supplementing of) in any respect the terms or conditions of any Debt Financing Documents or the Equity Commitment Letter, without the prior written consent of Loews, except to amend or modify in a manner more favorable to Parent, the Equity Investor or their Affiliates the interest rates relating to the Debt Financing or the terms of the covenants to be in effect following consummation of the Contemplated Transactions; provided, that in no event shall any such amendments, modifications or supplements relieve the Lenders from their obligations under the Debt Financing Documents to provide the Debt Financing or relieve the Equity Investor from its obligations under the Equity Commitment Letter to provide the Equity Financing (or limit Parent’s rights under the Debt Financing Documents or the Equity Financing Documents to require them to do so), in each case on the terms set forth in the Debt Financing Documents and Equity Commitment Letter without giving effect to any such amendment, modification or supplement. Parent has fully paid or caused to be paid any and all commitment fees or other fees required by such Debt Financing Documents to be paid as of the date hereof (and will fully pay or cause to be paid when due any such fees after the date hereof). Parent will use commercially reasonable efforts to obtain the Debt Financing or, in the event it is unavailable, substitute debt financing, and, subject to the satisfaction of all of the conditions to Parent’s obligation to close set forth in Article 7 and to the following proviso, Parent will draw down the Bridge Loans (as defined in the Commitment Letter) (if adequate funding has not been obtained through the issuance of Senior Subordinated Notes (as defined in the Engagement Letter) and the senior portion of the Debt Financing (with only such changes as the Lenders may require without Parent’s consent (but which may require consultation with Parent) pursuant to the terms of clauses (a), (b), (c), (d) or (e) of the fourth paragraph under the heading “General” in the Fee Letter or the third from the last sentence of that paragraph ), in each case, if available, as necessary to enable the Debt Financing to be funded on September 28, 2004; provided, however, that notwithstanding any other provision of this Agreement, Parent shall in no event be obligated (i) to draw down the Bridge Loans (as defined in the Commitment Letter) or close with any changes pursuant to clauses (a), (b), (c) (d) or (e) of the fourth paragraph under the heading “General” in the Fee Letter or the third from the last sentence of that paragraph to enable the Debt Financing to be funded before September 28, 2004, (ii) waive any condition to its obligation to close pursuant to Article 7, (iii) provide any consent to any changes to the Debt Financing (including any consent pursuant to the fourth paragraph under the heading “General” in the Fee Letter) or (iv) accept any substitute debt financing on terms (taken in the aggregate) less favorable to Parent than the Debt Financing would have been (assuming no draw of the Bridge Loans or waiver or consent referred to in clauses (i), (ii) or (iii), above). Parent’s acceptance, at the Closing, of equity contributions from third parties in substitution for a portion of the equity contribution called for by the Equity Commitment Letter shall not constitute a modification of the Equity Commitment Letter prohibited by this Section 6.7(a), provided that (i) the Equity Investor shall not be relieved of any of its obligations under the Equity Commitment Letter until the Closing occurs and (ii) such substitution does not affect the availability of the Debt Financing.

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(b) Parent will not permit Equity Investor to hold less than a majority of its outstanding equity interest or less than a majority of its outstanding voting securities. For greater certainty, Parent will not permit any Person or Persons other than Equity Investor or Parent’s directors or officers to control any decision of Parent concerning this Agreement and the Debt Financing.

6.8 Parent Representation. Parent will not take, or permit Equity Investor to take, any action the effect of which is to cause the representation in Section 5.6 to fail to be true and correct at any time prior to the Closing Date.

6.9 Books and Records; Taxes.

(a) Following the Closing, Parent and Loews will, and will cause each Loews Company and their respective Representatives to, cooperate with and make available to Sellers, during normal business hours, all Books and Records, information, agreements and other documents and employees (without substantial disruption of employment) retained and remaining in existence after the Closing Date which Sellers consider necessary, useful or desirable in connection with any Tax inquiry, audit, investigation or dispute, the preparation of any Tax Return, any litigation or investigation or any other matter requiring any such Books and Records, information, agreements and other documents or employees for any reasonable business purpose. Books and Records may be destroyed in accordance with Loews’ general document retention policies (copies of which policies will be provided to Sellers upon request) unless, prior to destruction, any such Books and Records are requested by any Seller, in which event the Books and Records so requested shall be delivered to the requesting Seller. The Seller(s) requesting any such Books and Records, information or employees shall bear all of the out-of-pocket costs reasonably incurred in connection with providing such Books and Records, information or employees. Books and Records relevant to a Proceeding between Parent or Loews and one or more Sellers shall be subject to production only in accordance with the discovery procedures relating to such Proceeding. For purposes of this Section 6.9, “Books and Records” shall mean all records pertaining to the assets, properties, business, operations, accounts or financial condition of Loews and the Loews Companies, regardless of whether such books and records are maintained for Tax or financial reporting purposes.

(b) None of Parent or any Affiliate of Parent shall take any action that results in the termination of the taxable year of Loews, for U.S. federal income tax purposes, in which the Closing takes place, at any time prior to the beginning of the Business Day immediately following the Closing Date. The parties hereto agree that if (i) as of the Closing Date and for 30 days thereafter, Parent and a subsidiary own the stock of Acquisition indirectly through an LLC that files U.S. federal income Tax Returns as a partnership; and (ii) none of Parent or its Affiliates file U.S. federal income Tax Returns that reflect a closing of Loews taxable year that includes the Closing Date prior to the date that is 30 days after the Closing Date, then treatment by any Taxing Authority of the taxable year of Loews in a manner inconsistent with the position described in clause (ii), notwithstanding compliance by Parent and its Affiliates with (i) and (ii) above, shall not constitute a breach by Parent or its Affiliates of this Section 6.9(b).

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ARTICLE 7.

Conditions Precedent to Parent’s Obligation to Close

Parent’s obligation to consummate the Contemplated Transactions and to take the other actions required to be taken by Parent at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Parent, in whole or in part, but solely in writing, provided, that, subject to the last sentence of Section 11.1, the occurrence of the Closing shall be conclusive evidence of the satisfaction or waiver of each of the conditions):

7.1 Accuracy of Representations. The representations and warranties of Loews contained in (i) the first sentence of Section 3.1(a), (ii) Section 3.2(a) (other than the last sentence), (iii) Section 3.3 (other than the first or last sentence), (iv) Section 3.21(c) or (d) (except to the extent that Loews Stockholders reimburse Loews for any amount paid, or provide indemnity on a basis reasonably satisfactory to Parent for any other claim, inconsistent with Section 3.21(c) or (d)), or (v) Section 3.22 (except to the extent that Loews Stockholders provide indemnity on a basis reasonably satisfactory to Parent for any claim inconsistent with Section 3.22) shall be true and correct, at and as of the Closing Date as if made at and as of such time (except in the case of the first sentence of Section 3.21(c), as of the earlier date specified therein). The other representations and warranties of Loews and Sellers contained in this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) at and as of the Closing Date as if made at and as of such time (except in the cases of the first sentence of Section 3.3, Section 3.4(a), Section 3.8(f)(i), the first sentence of Section 3.10(d), the second sentence of Section 3.12, Section 3.13, Section 3.14(a), the first sentence of Section 3.15, the last sentence of Section 3.19, and the first sentence of Section 4.3, each as of the earlier date specified therein) except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Parent shall have received a certificate signed by an executive officer of Loews to the foregoing effect.

7.2 Loews’ and Sellers’ Performance. Loews and Sellers shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date. Parent shall have received certificates signed by an executive officer of Loews to the foregoing effect.

7.3 Delivery of Certificates. Each certificate representing Loews Shares required to be delivered to Parent pursuant to Section 2.4(a) shall have been so delivered and duly endorsed (or accompanied by duly executed stock powers) for transfer to Parent, and the certificates available for transfer to Parent free of adverse claims (except for adverse claims for which the Loews Stockholders provide indemnity on a basis reasonably satisfactory to Parent) shall, in the aggregate, represent not less than 99.0% of the Loews

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Shares outstanding at the Closing Date. The Escrowed Mexican Equity Interests shall have been delivered to the escrow agent as required by Section 6.1(e).

7.4 Additional Documents. Each of the following documents must have been delivered to Parent:

(a) an opinion of Kaye Scholer LLP (or, with respect to certain Sellers, other counsel reasonably satisfactory to Parent), dated the Closing Date, reasonably satisfactory to Parent, with respect to: (x) (i) existence and good standing of Loews and Sellers that are entities; (ii) corporate power and authority of Loews and Sellers that are entities; (iii) authorization, execution and delivery of this Agreement by, and enforceability against, Loews and Sellers that are entities, and delivery of this Agreement by, and (assuming capacity, due execution and non-conflict with law or public policy) enforceability against, Sellers that are individuals; (iv) record ownership of the outstanding Loews Shares; (v) transfer of Loews Shares pursuant to this Agreement will result in transfer to the Purchaser of such Loews Shares free and clear of adverse claims within the meaning of Section 8-102 of the Uniform Commercial Code of the State of New York; and (vi) non-contravention of Loews’ and Sellers’ performance of this Agreement with such New York or U.S. federal law as is customarily covered in third-party closing opinions and (y) the enforceability of the Canadian Purchase Agreement and the Guaranties (as defined below); and

(b) an opinion of other counsel reasonably satisfactory to Parent, dated the Closing Date, with respect to (i) existence and good standing of the purchaser under the Canadian Purchase Agreement (the “Canadian Purchaser”) and Loews Canada, (ii) corporate, partnership or other entity power and authority of the Canadian Purchaser and Loews Canada, (iii) authorization, execution and delivery of the Canadian Purchase Agreement and guaranties described in Section 6.1 issued by Loews Canada and the Canadian Purchaser (the “Guaranties”) and (iv) non-contravention of the Canadian Purchaser and Loews Canada’s performance of the Canadian Purchase Agreement and Guaranties with such applicable law as is customarily covered in third-party closing opinions;

(c) such other documents as Parent may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in this Article 7.

7.5 No Injunction. There shall not be in effect any injunction or other Order that prohibits the consummation of the Contemplated Transactions.

7.6 Regulatory Approval. The applicable waiting periods, together with any extensions thereof, under the HSR Act shall have expired or been terminated, and all other filings required under antitrust and competition laws of any other applicable jurisdiction shall have been made and mandatory minimum notice periods shall have been met.

7.7 Pre-Closing Transactions. The transactions contemplated by Section 6.1 shall have been consummated.

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7.8 Loews Warrants. The Loews Warrants shall have been exercised or canceled.

7.9 Debt Financing. Parent shall have obtained the Debt Financing as contemplated by the Debt Financing Documents or, in case it is unavailable, substitute debt financing.

ARTICLE 8.

Conditions Precedent to Sellers’ Obligations to Close

The Sellers’ respective obligations to sell Loews Shares to Parent at the Closing and to take the other actions required to be taken by them at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Sellers holding at least 75% of the outstanding Loews Shares, in whole or in part, but solely in writing, provided, that the occurrence of the Closing shall be conclusive evidence of the satisfaction or waiver of each of the conditions):

8.1 Accuracy of Representations. The representations and warranties of Parent contained in this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “material adverse effect” set forth therein) at and as of the Closing Date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “material adverse effect” set forth therein) has not had and would not, individually or in the aggregate, result in a material adverse effect on the (i) business, prospects, results of operations or financial condition of Parent and its Subsidiaries taken as a whole, or (ii) ability of Parent to perform its obligations under this Agreement. Loews shall have received a certificate signed by an executive officer of Parent to the foregoing effect.

8.2 Parent’s Performance. Parent shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date. Loews shall have received a certificate signed by an executive officer of Parent to the foregoing effect.

8.3 Payment. Parent shall have (i) delivered to the Sellers all amounts required to be delivered pursuant to Section 2.4(b) and (ii) paid the Cash Escrow Amount to the escrow agent as required by Section 6.1(e).

8.4 Additional Documents. Each of the following documents must have been delivered to Loews:

(a) an opinion of Ropes & Gray LLP, dated the Closing Date, reasonably satisfactory to Sellers, with respect to: (i) existence and good standing of Parent;

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(ii) corporate power and authority of Parent; (iii) authorization, execution and delivery of this Agreement by, and enforceability against, Parent; and (iv) non-contravention of Parent’s performance of this Agreement with such New York or U.S. federal law as is customarily covered in third-party closing opinions; and

(b) such other documents as Loews or Sellers may reasonably request for the purpose of evidencing the satisfaction of any condition referred to in this Article 8.

8.5 No Injunction. There shall not be in effect any injunction or other Order that prohibits the consummation of the Contemplated Transactions.

8.6 Regulatory Approval. The applicable waiting periods, together with any extensions thereof, under the HSR Act shall have expired or been terminated, and all other filings required under antitrust and competition laws of any other applicable notice periods shall have been met.

ARTICLE 9.

Termination

9.1 Termination Events. This Agreement may be terminated prior to the Closing as follows:

(a) By mutual consent of Parent and Sellers holding at least 75% of the outstanding Loews Shares;

(b) Sellers holding at least 75% of the outstanding Loews Shares may terminate this Agreement if any of the conditions provided for in Article 8 of this Agreement shall have become incapable of fulfillment and cannot be cured (other than as a result of a breach of this Agreement by Loews or Sellers) and Loews has not waived such conditions;

(c) Parent may terminate this Agreement if any of the conditions provided for in Article 7 of this Agreement shall have become incapable of fulfillment and cannot be cured (other than as a result of a breach of this Agreement by Parent) and Parent has not waived such conditions; or

(d) Loews on the one hand, or Parent, on the other hand, may terminate this Agreement if the Contemplated Transactions are not consummated on or before September 30, 2004, but only if the failure to consummate the Contemplated Transactions on or before such date did not result from the breach of any representation, warranty or agreement herein of the party or parties seeking such termination.

9.2 Effect of Termination. In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect; provided, however, that (a) this Section 9.2, Section 11.2 and Section 11.4 shall survive the

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termination of this Agreement and shall remain in full force and effect and (b) the termination of this Agreement shall not relieve any party from any liability for the making of any representation or warranty by a party that such party had actual knowledge was materially inaccurate as of the date of this Agreement, any breach of Section 6.4(f) or Section 6.7 or any material breach of any other covenant or other provision contained in this Agreement.

ARTICLE 10.

Director and Officer Indemnification

10.1 From and after the Closing Date, it is understood and agreed that all rights to indemnification by Loews and LCT now existing in favor of each present and former director and officer of Loews or a Loews Company (the “Loews Indemnified Parties”), as provided in the certificate of incorporation and by-laws of Loews and LCT, as in effect on the date of this Agreement, or pursuant to the indemnification and other agreements in effect on the date hereof and listed on Schedule 10.1 or any other Schedule to this Agreement, shall survive the Closing and Loews and LCT shall, and Parent shall cause Loews and LCT to (a) continue in full force and effect following the Closing Date, (b) perform, in a timely manner, its obligations with respect thereto and (c) honor such indemnification or other agreements. From and after the Closing Date, Parent shall indemnify and hold harmless each Loews Indemnified Party for any loss, liability, damage or expense (including, but not limited to, costs of investigation and defense and reasonable attorneys fees) arising from or in connection with such Person’s status as a director or officer of Loews or any Loews Company or any actual or alleged action taken or failure to take action in that capacity. The certificate of incorporation and by-laws of Loews and LCT will contain the provisions with respect to exculpation and indemnification set forth in Loews’ and LCT’s certificate of incorporation and by-laws prior to the Closing Date, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Closing Date in any manner that would adversely affect the rights thereunder of the Loews Indemnified Parties, unless such modification is required by applicable Legal Requirements, it being the intent of the parties hereto that the individuals who were directors or officers of Loews and/or any Loews Company prior to the Closing shall receive the same extent of exculpation and indemnification coverage after the Closing as they were entitled to prior to the Closing.

10.2 Without limiting the foregoing, in the event any Loews Indemnified Party is or becomes involved in any capacity in any Proceeding in connection with any matter, including the Contemplated Transactions, occurring prior to, and including, the Closing Date, Loews will, and from and after the Closing Date Parent shall cause Loews to, pay as incurred such Loews Indemnified Party’s legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, but with the requirement of an undertaking by such Loews Indemnified Party to reimburse such payments in the event of a final determination by a court of competent jurisdiction that such Loews Indemnified Party is not entitled thereto.

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10.3 At or prior to the Closing, Loews shall purchase a “tail” or “extended reporting period” policy to supplement the existing directors’ and officers’ insurance policy (which will terminate as to Loews at Closing without further premium liability of Loews) covering directors and officers of Loews and the Loews Companies (“D&O Insurance”) that (i) has an effective term of six years from the Closing Date, (ii) covers those persons who are currently covered, or will be covered on or prior to the Closing Date, by the D&O Insurance in effect on the date hereof for actions and omissions occurring on or prior to the Closing Date and (iii) contains terms and conditions (including, without limitation, coverage amounts) that are at least as favorable in the aggregate as the terms and conditions of the D&O Insurance in effect on the date hereof; provided, however, that Loews shall only be obligated to maintain such coverage (which need not exceed $25,000,000) as may be obtained for an aggregate cost no greater than 200% of the annual premium charged to Loews as of the date hereof; and provided, further that Loews shall be permitted to amend the terms of such coverage to the extent such amendments are not inconsistent with the requirement of clause (iii).

10.4 Any determination to be made as to whether any Loews Indemnified Party has met any standard of conduct imposed by law shall be made by independent legal counsel selected by Loews and reasonably acceptable to such Loews Indemnified Party, retained at the Parent’s or Loews’ expense.

10.5 This Article 10 shall survive the Closing and is intended to benefit Loews, Parent and the Loews Indemnified Parties, and shall be binding on all successors (whether by merger or the purchase of all or substantially all of the assets) and assigns of Loews.

ARTICLE 11.

General Provisions

11.1 Non-Survival of Representations and Warranties. None of the representations and warranties in this Agreement or in any certificate or instrument delivered pursuant to this Agreement shall survive the Closing. This Section 11.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Closing. Notwithstanding the foregoing, nothing in this Agreement shall limit liability for fraud or intentional misrepresentations.

11.2 Expenses. Except as otherwise expressly provided in this Agreement, Loews and Parent will bear their respective expenses incurred in connection with the preparation, execution and performance of this Agreement and the Contemplated Transactions, including all fees and expenses of their respective Representatives and all management fees or other amounts, if any, payable to affiliates of their respective shareholders and, in the case of Loews, all amounts paid or payable to or for the benefit of any Related Person set forth on Schedule 11.2. Loews shall cause all such expenses and other amounts (the “Loews Expenses”) to be paid at or prior to Closing. Schedule 11.2 sets forth a list by payee and a reasonable good faith estimate of the amount of all of the Loews Expenses. In the event of termination of this Agreement, the

47

obligation of each party to pay its own expenses will be subject to any rights of such party arising from a breach of this Agreement by another party.

11.3 Public Announcements. Any public announcement or similar publicity with respect to this Agreement or the Contemplated Transactions will be issued, if at all, at such time and in such manner as Loews and Parent may agree, except as may be required by applicable Legal Requirements or the rules of any securities exchange. Parent and Loews will consult with each other concerning the means by which Parent’s and Loews’ and the Loews Companies’ employees, customers and suppliers and others having dealings with Parent and Loews and the Loews Companies will be informed of the Contemplated Transactions, and Parent and Loews will each have the right to be present for any such communication.

11.4 Confidentiality. If the Contemplated Transactions are not consummated, each party will return or destroy as much of the written information supplied by the other party as the other party may reasonably request.

11.5 Notices. All notices, consents, waivers and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by telecopier (with written confirmation of receipt), provided that a copy is mailed by registered mail, return receipt requested or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and telecopier numbers set forth below (or to such other addresses and telecopier numbers as another party may designate by notice to the other parties):

Parent or Acquisition:

LCE Holdings, Inc.

111 Huntington Avenue

Boston, MA 02199

Attention: John P. Connaughton

Facsimile No.: (617) 516-2010

with a copy to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts

Attention: R. Newcomb Stillwell

Facsimile No.: (617) 951-7050

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Loews or Sellers:

Loews Cineplex Entertainment Corporation

711 Fifth Avenue

New York, New York 10022

Attention: Travis Reid

Facsimile No.: (646) 521-6375

with a copy to:

Loews Cineplex Entertainment Corporation

711 Fifth Avenue, 11th Floor

New York, New York 10022

Attention: Michael Politi, Esq.

Facsimile No.: (646) 521-6267

with copies to:

Onex Investment Corporation

712 5th Avenue, 40th Floor

New York, New York 10019

Attention: Anthony Munk

Facsimile No.: (212) 582-0909

Onex Corporation

Canada Trust Tower

161 Bay Street - 49th Floor

Toronto, Ontario M5J 2S1

Canada

Attention: Timothy A.R. Duncanson

Facsimile No.: (416) 362-5765

Onex American Holdings II LLC

421 Leader Street

Marion, Ohio 43302

Attention: Donald F. West

Facsimile No.: (740) 223-7762

Oaktree Capital Management, LLC

333 South Grand Avenue, 28th Floor

Los Angeles, California 90071

Attention: Kenneth Liang

Facsimile No.: (213) 830-8522

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Kaye Scholer LLP

425 Park Avenue

New York, New York 10022

Attention:	Joel I. Greenberg, Esq.
	Lynn Toby Fisher, Esq.

Facsimile No.: (212) 836-8689

11.6 Jurisdiction; Service of Process. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement shall be brought against any of the parties only in the Courts of the State of New York in the City of New York or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of New York, and each of the parties consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world. Notwithstanding the first sentence of this Section 11.6, a party may commence any such action or proceeding in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

11.7 Further Assurances. After the Closing Date, the parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents and (c) to do such other acts and things, all as the other party may reasonably request and at the expense of the requesting party for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.

11.8 Waiver. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by any party in exercising any right, power or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement or the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.

11.9 Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties or their affiliates with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

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11.10 Schedules. In the event of any inconsistency between the statements in the body of this Agreement and those in the Schedules hereto (other than an exception expressly set forth as such in the Schedules with respect to a specifically identified representation or warranty), the statements in the body of this Agreement will control. Any information described in the Disclosure Schedules will be deemed to be disclosed as an exception to a representation or warranty only if it is reasonably apparent by the information set forth on the Disclosure Schedule or by its placement under an appropriate subheading on the Schedule. Any information described in the Disclosure Schedules with reference to any section number of this Agreement will be deemed to be disclosed and incorporated with respect to any other section of this Agreement where such disclosure is appropriate and reasonably apparent from the face of such disclosure.

11.11 Assignments, Successors and No Third-Party Rights. No party may assign any of its rights under this Agreement without the prior consent of the other parties, which will not be unreasonably withheld. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of the parties. The parties acknowledge and agree that the Loews Indemnified Parties are third party beneficiaries of Article 10. Except as expressly contemplated by Article 10 and the preceding sentence, there are no third party beneficiaries having rights under or with respect to this Agreement.

11.12 Severability. If and to the extent any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the remainder of this Agreement will remain in full force and effect unless such invalidity or unenforceability deprives a party of a material benefit contemplated by this Agreement.

11.13 Section Headings, Construction. The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to “Section” or “Sections” refer to the corresponding Section or Sections of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. The word “including” does not limit the preceding words or terms.

11.14 Time of Essence. With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

11.15 Governing Law. This Agreement will be governed by the laws of the State of New York, without regard to conflicts of laws principles.

11.16 Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

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11.17 Sellers. The signature page of this Agreement sets forth the names of all of the potential sellers of Loews Shares; such persons shall become Sellers hereunder at such time as they execute a counterpart of this Agreement. This Agreement shall become effective upon execution and delivery of counterparts of this Agreement by Parent, Loews and the Loews Stockholders other than Granite Investment Limited Partnership, Allen Karp and John Bonnett McCoy. Onex will exercise (and use commercially reasonable efforts to enforce) any contractual rights that it may have to require such persons to become Sellers hereunder on or prior to the Closing Date and, at the Closing, shall assign to Parent any such rights, to the extent they continue in effect.

11.18 Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.18.

* * * * *

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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above.

LCE HOLDINGS, INC.
By:
	Name:
	Title:
LOEWS CINEPLEX ENTERTAINMENT CORPORATION
By:
	Name:
	Title:
SELLERS: ONEX AMERICAN HOLDINGS II LLC, on behalf of itself and on behalf of participants in the Onex Corporation Management Investment Plan who have granted it a power of attorney to vote the Loews Shares
By:
	Name:
	Title:
By:
	Name:
	Title:
LOEWS EXECUTIVE INVESTCO LLC
By:
	Donald F. West
	Director

LOEWS PARTNERS LP
By:
	Donald F. West
	Representative of the General Partner
OCM CINEMA HOLDINGS, LLC
By:	Oaktree Capital Management, LLC, its Manager
By:
	Kenneth Liang
	Managing Director
By:
	Name:
	Title:
Allen Karp
John Bonnett McCoy
GRANITE INVESTMENT LIMITED PARTNERSHIP
By:
	Name:
	Title:

TABLE OF CONTENTS

			Page
ARTICLE 1.	Definitions		1
ARTICLE 2.	Sale and Transfer of Loews Shares; Closing		9
	2.1	Loews Shares	9
	2.2	Purchase Price	10
	2.3	Closing	10
ARTICLE 3.	Representations and Warranties of Loews		11
	3.1	Organization and Good Standing	11
	3.2	Authority; No Conflict	12
	3.3	Capitalization	13
	3.4	Financial Statements	13
	3.5	Title to Properties; Encumbrances	15
	3.6	Condition and Sufficiency of Assets	15
	3.7	No Undisclosed Liabilities	16
	3.8	Taxes	16
	3.9	No Material Adverse Change	17
	3.10	Employee Benefits	17
	3.11	Compliance with Legal Requirements; Governmental Authorizations	20
	3.12	Legal Proceedings; Orders	20
	3.13	Absence of Certain Changes and Events	21
	3.14	Contracts; No Defaults	23
	3.15	Insurance	24
	3.16	Environmental Matters	24
	3.17	Employees	25
	3.18	Labor Relations; Compliance	25
	3.19	Intellectual Property	26
	3.20	Certain Payments	26
	3.21	Relationships with Related Persons	26
	3.22	Brokers or Finders	28
	3.23	Disclosure	28
ARTICLE 4.	Representations and Warranties of Sellers		28
	4.1	Authority	28
	4.2	No Conflict	28
	4.3	Ownership of Loews Shares	29
	4.4	No Other Representation	29
ARTICLE 5.	Representations and Warranties of Parent		29
	5.1	Organization and Good Standing	29
	5.2	Authority; No Conflict	30
	5.3	Available Funds	30

i

	5.4	No Reliance	31
	5.5	Brokers or Finders	31
	5.6	No Interest in Industry	31
ARTICLE 6.	Covenants Prior to Closing Date		32
	6.1	Related Transactions	32
	6.2	Access and Investigation	33
	6.3	Operation of Business	34
	6.4	Required Approvals, etc.	37
	6.5	No Negotiation	39
	6.6	Supplemental Schedules.	39
	6.7	Debt Financing	40
	6.8	Parent Representation	41
	6.9	Books and Records; Taxes	41
ARTICLE 7.	Conditions Precedent to Parent’s Obligation to Close		42
	7.1	Accuracy of Representations	42
	7.2	Loews’ and Sellers’ Performance	42
	7.3	Delivery of Certificates	42
	7.4	Additional Documents	43
	7.5	No Injunction	43
	7.6	Regulatory Approval	43
	7.7	Pre-Closing Transactions	43
	7.8	Loews Warrants	44
	7.9	Debt Financing	44
ARTICLE 8.	Conditions Precedent to Sellers’ Obligations to Close		44
	8.1	Accuracy of Representations	44
	8.2	Parent’s Performance	44
	8.3	Payment	44
	8.4	Additional Documents	44
	8.5	No Injunction	45
	8.6	Regulatory Approval	45
ARTICLE 9.	Termination		45
	9.1	Termination Events	45
	9.2	Effect of Termination	45
ARTICLE 10.	Director and Officer Indemnification		46
ARTICLE 11.	General Provisions		47
	11.1	Non-Survival of Representations and Warranties	47
	11.2	Expenses	47
	11.3	Public Announcements	48
	11.4	Confidentiality	48
	11.5	Notices	48

ii

11.6	Jurisdiction; Service of Process	50
11.7	Further Assurances	50
11.8	Waiver	50
11.9	Entire Agreement and Modification	50
11.10	Schedules	51
11.11	Assignments, Successors and No Third-Party Rights	51
11.12	Severability	51
11.13	Section Headings, Construction	51
11.14	Time of Essence	51
11.15	Governing Law	51
11.16	Counterparts	51
11.17	Sellers	52
11.18	Waiver of Jury Trial	52

iii

EX-3.1

Exhibit 3.1

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 10/07/2002

020620622 – 3577143

CERTIFICATE OF INCORPORATION

OF

LCEC CORP.

ARTICLE FIRST

The name of the corporation (the “Corporation”) is “LCEC Corp.”

ARTICLE SECOND

The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

ARTICLE THIRD

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”).

ARTICLE FOURTH

Section 1. The aggregate number of shares of stock (the “Stock”) which the Corporation shall have authority to issue is 345,000 shares, of which (i) 25,000 shares shall be preferred stock, par value $0.01 per share (the “Preferred Stock”), (ii) 250,000 shares shall be Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), and (iii) 70,000 shares shall be Class B Common Stock, par value $0.01 per share (the “Class B Common Stock” and, collectively with the Class A Common Stock, the “Common Stock”). All of such shares of Stock shall be issued as fully paid and non-assessable shares, and the holder thereof shall not be liable for any further payments in respect thereof.

Section 2. The preferences, designations and relative rights of the shares of each class of Stock and the qualifications, limitations or restrictions thereof shall be as follows:

A. Preferred Stock.

1. The shares of Preferred Stock may be issued from time to time and in one or more series of any number of shares; provided, that the aggregate number of shares issued and not canceled of any and all such series shall not exceed the total number of shares of Preferred Stock hereinabove authorized. The shares of Preferred Stock may be so issued with such powers, preferences, rights and qualifications, limitations or restrictions thereof, and such distinctive serial designations, all as shall hereafter be stated and expressed in the resolution, or resolutions adopted by the Board of Directors of the Corporation (the “Board of Directors”) providing for the issue of

such shares of Preferred Stock from time to time pursuant to authority to do so which is hereby vested in the Board of Directors.

2. Each series of shares of Preferred Stock may (a) have such voting rights or powers, full or limited, or may be without voting rights or powers; (b) be subject to redemption at such time or times, under such circumstances and at such prices; (c) be entitled to receive dividends (which may be cumulative or non-cumulative) at such rate or rates, in such form or forms, on such conditions and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or series of stock; (d) have such rights to payment or otherwise upon the voluntary or involuntary liquidation, winding up or dissolution of, or upon any distribution of the assets of, the Corporation; (e) be made convertible into or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation at such price or prices or at such rates of exchange and with such adjustments; (f) be entitled to the benefit of a sinking fund to be applied to the purchase or redemption of shares of such series in such amount or amounts; (g) be entitled to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary thereof, upon the issue of any additional shares (including additional shares of such series or of any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Corporation or any subsidiary thereof of, any outstanding shares of the Corporation; and (h) have any such other relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof; all as shall be stated in the resolution or resolutions adopted by the Board of Directors providing for the issue of such shares of Preferred Stock.

3. Any of the voting powers, designations, preferences, rights and qualifications, limitations or restrictions of any such series of Preferred Stock may be made dependent upon facts ascertainable outside of the resolution or resolutions adopted by the Board of Directors providing for the issue of such Preferred Stock pursuant to the authority vested in the Board of Directors by this Section 2A of Article Fourth; provided, that the manner in which such facts shall operate upon the voting powers, designations, preferences, rights and qualifications, limitations or restrictions of such series of Preferred Stock is clearly and expressly set forth in the resolution or resolutions providing for the issue of such Preferred Stock. The terms “facts” as used in the immediately preceding sentence shall have the meaning given to it in Section 151(a) of the DGCL.

4. Shares of Preferred Stock of any series that have been redeemed (whether through the operation of a sinking fund or otherwise) or that, if convertible or exchangeable have been converted into or exchanged for shares of any other class or classes of stock, shall have the status of authorized and unissued shares of Preferred Stock undesignated as to series, and may be reissued as a part of the series of which they were originally a part or as part of a new series of shares of Preferred Stock to be created by resolution or resolutions of the Board of Directors or as part of any other series of shares of Preferred Stock, all subject to any conditions or restrictions on issuance set forth in the resolution or resolutions adopted by the Board of Directors providing for the issue of any series of Shares of Preferred Stock.

2

B. Common Stock.

Except as otherwise provided in this Section 2B of Article Fourth or as otherwise required by applicable law, all shares of Class A Common Stock and Class B Common Stock shall be identical in all respects and shall entitle the holders thereof to the same rights and privileges, subject to the same qualifications limitations and restrictions.

1. Voting Rights. Except as otherwise provided in this Section 2B of Article Fourth or as otherwise required by applicable law, holders of Class A Common Stock shall be entitled to one (1) vote per share of Class A Common Stock on all matters to be voted on by the stockholders of the Corporation, and the holders of Class B Common Stock shall be entitled to twenty (20) votes per share of Class B Common Stock on all such matters. Except as otherwise required by applicable law, the holders of Class A Common Stock and Class B Common Stock shall vote together as a single class on all matters to be voted on by the stockholders of the Corporation.

2. Dividends. Subject to the rights of any series of Preferred Stock, dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the Corporation legally available for the payment of dividends, and the holders of Class A Common Stock and Class B Common Stock shall be entitled to participate in such dividends ratably on a per share basis; provided, that if dividends are declared which are payable in shares of Class A Common Stock or Class B Common Stock, dividends shall be declared which are payable at the same rate on both classes of Common Stock and the dividends payable in shares of Class A Common Stock shall be payable to holders of that class of Common Stock and the dividends payable in shares of Class B Common Stock shall be payable to holders of that class of Common Stock. Dividends may not be declared with respect to either of the Class A Common Stock or the Class B Common Stock unless dividends payable at the same rate and in the same form (subject to the proviso to the immediately preceding sentence) are simultaneously declared with respect to the other class of Common Stock.

3. Liquidation. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, and after the holders of Preferred Stock shall have been paid in full any amounts to which they shall be entitled in accordance with Section 2A of Article Fourth, the terms of any outstanding series of Preferred Stock and applicable law, then, the remaining net assets of the Corporation shall be distributed to the holders of Common Stock pro rata based on the number of shares held by the holders of the Common Stock, to the exclusion of the holders of such Preferred Stock.

4. Conversion.

4A. Conversion of Class B Common Stock.

Each holder of Class B Common Stock shall be entitled at any time and from time to time to convert any or all of the shares of such holder’s Class B Common Stock into the same number of shares of Class A Common Stock by electing to do so in accordance with the procedures set forth in subsection 4B of this Article Fourth, Section 2B.

3

4B. Conversion Procedure.

(a) In connection with each conversion of shares of Class B Common Stock into shares of Class A Common Stock, the certificate(s) representing the shares which have been converted or which are to be converted (as applicable) shall be surrendered at the principal office of the Corporation at any time during normal business hours accompanied by a written notice by the holder of such shares stating that the holder desires to convert the shares, or a stated number of the shares, of Class B Common Stock represented by such certificate(s) into a like number of shares of Class A Common Stock.

(b) The issuance of certificates for shares of Class A Common Stock upon conversion of shares of Class B Common Stock will be made without charge to the holders of such shares for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Class A Common Stock.

(c) The Corporation shall at all times and from time to time reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of issuance upon the conversion of the Class B Common Stock, such number of shares of Class A Common Stock as may be issuable upon the conversion of all then outstanding Class B Common Stock. All shares of Class A Common Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Corporation shall take all such actions as my be necessary to assure that all such shares of Class A Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange or automatic quotation system upon which shares of Class A Common Stock may be listed or quoted (except for official notice of issuance which will be immediately transmitted by the Corporation upon issuance).

(d) The Corporation shall not close its books against the transfer of shares of Common Stock in any manner which would interfere with the timely conversion of any shares of Class B Common Stock.

5. Stock Splits. If the Corporation in any manner subdivides or combinesthe outstanding shares of one class of Common Stock, the outstanding shares of the other class of Common Stock shall be proportionately subdivided or combined in a similar manner.

6. Reorganization, Consolidation or Merger. In case of any, reorganization or consolidation of the Corporation with one or more other corporations or a merger of the Corporation with another corporation (other than a merger in which the Corporation is the survivor and Common Stock remains outstanding), each holder of a share of Class A Common Stock shall be entitled to receive with respect to such share the same kind and amount of shares of stock and other securities and property (including cash) receivable upon such reorganization, consolidation or merger by a holder of a share of Class B Common Stock and each holder of a share of Class B Common Stock shall be entitled to receive with respect to such share the same kind and amount of shares of, stock and other securities and property (including cash) receivable upon such

4

reorganization, consolidation or merger by a holder of a share of Class A Common Stock, provided that the terms of such reorganization, consolidation or merger may provide for the receipt by holders of Class A Common Stock and Class B Common Stock of different classes of common stock of any Person having the same relative rights as the Class A Common Stock and the Class B Common Stock (except that the relative voting power of the shares received by holders of Class A Common Stock and Class B Common Stock may vary as to degree).

C. General Provisions.

1. Nonliquidating Events. A consolidation or merger of the Corporation with or into another corporation or corporations or a sale, whether for cash, shares of stock, securities or properties, or any combination thereof, of all or substantially all of the assets of the Corporation, shall not be deemed or construed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Article Fourth.

2. No Preemptive Rights. No holder of Preferred Stock or Common Stock of the Corporation shall be entitled, as such, as a matter of right, to subscribe for or purchase any part of any new or additional issue of stock of any class or series whatsoever or of securities convertible into stock of any class whatsoever, whether now or hereafter authorized and whether issued for cash or other consideration, or by way of dividend.

ARTICLE FIFTH

The name of the sole incorporator is Jonathan Jaffe and the mailing address is c/o Kaye Scholer LLP, 425 Park Avenue, New York, New York 10022.

ARTICLE SIXTH

In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not, and shall not permit any of its subsidiaries existing on March 21, 2002, to, issue nonvoting equity securities prior to March 21, 2003.

ARTICLE SEVENTH

The Board of Directors shall have the power to make, alter or repeal the by-laws of the Corporation.

ARTICLE EIGHTH

The election of the Board of Directors need not be by written ballot.

ARTICLE NINTH

The Corporation shall indemnify to the fullest extent permitted by Section 145 of the DGCL each director and officer of the Corporation.

5

ARTICLE TENTH

No director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director for any act or omission occurring subsequent to the date when this provision becomes effective, except that he or she may be liable (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) under acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit.

ARTICLE ELEVENTH

The Corporation elects not to be governed by Section 203 of the DGCL.

* * * * *

Dated: October 7, 2002	/s/ Jonathan Jaffe
	Jonathan Jaffe
	Sole Incorporator

6

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 10/28/2002

020663451 – 3577143

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

LCEC CORP.

Pursuant to Section 242 of the Delaware General Corporation Law:

The undersigned corporation (the “Corporation”), in order to amend its Certificate of Incorporation (the “Certificate of Incorporation”), hereby certifies as follows:

FIRST:	The name of the Corporation is: LCEC Corp.
SECOND:	The name under which the Corporation was originally incorporated is LCEC Corp. The date of filing of its original Certificate of Incorporation with the Secretary of State was October 7, 2002.
THIRD:	The Board of Directors of the Corporation duly adopted a resolution in accordance with Section 242 of the General Corporation Law of the State of Delaware setting forth the amendment proposed herein on October 7, 2002, and declared it advisable that the Certificate of Incorporation of the Corporation be amended to change the name of the Corporation to “Loews Cineplex Entertainment Corporation.” The amendment effected herein was authorized on October 7, 2002 by the consent, in writing, setting forth the action so taken, signed by the holders of all of the outstanding stock entitled to vote thereon pursuant to Section 228 of the General Corporation Law of the State of Delaware.
FOURTH:	The Corporation hereby amends its Certificate of Incorporation as follows:

Article First of the Certificate of Incorporation, relating to the name of the Corporation, is hereby amended to read as follows:

“The name of the corporation (the “Corporation”) is Loews Cineplex Entertainment Corporation.”

FIFTH:	The Corporation hereby certifies that the foregoing amendment to the Corporation’s Certificate of Incorporation was duly adopted in accordance with Section 242(b)(1) of the General Corporation Law of the State of Delaware.
SIXTH:	This amendment to the Certificate of Incorporation shall be effective on and as of the date of filing of this Certificate of Amendment with the office of the Secretary of State of the State of Delaware and recording with the Recorder of Deeds of New Castle County.

IN WITNESS WHEREOF, the undersigned has execured this Certificate as the act and deed of the Corporation, and affirms that the statements made herein are true under the penalties of perjury, this 28^th day of October, 2002.

LCEC CORP.
By:	/s/ John C. McBride, Jr.
	Name:	John C. McBride, Jr.
	Title:	Senior Vice President & General Counsel

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

Pursuant to Section 242 of the Delaware General Corporation Law:

The undersigned corporation (the “Corporation”), in order to amend its Certificate of Incorporation (the “Certificate of Incorporation”) hereby certifies as follows:

FIRST:	The name of the Corporation is: Loews Cineplex Entertainment Corporation.
SECOND:	The name under which the Corporation was originally incorporated is LCEC Corp. The date of filing of its original Certificate of Incorporation with the Secretary of State was October 7, 2002.
THIRD:	The Board of Directors of the Corporation duly adopted a resolution in accordance with Section 242 of the General Corporation Law of the State of Delaware setting forth the amendment proposed herein on June 26, 2003, and declared it advisable that the Certificate of Incorporation of the Corporation be amended to change the aggregate number of shares of stock which the Corporation shall have authority to issue. The amendment effected herein was authorized on August 13, 2003 by the consent, in writing, setting forth the action so taken, signed by the holders of all of the outstanding stock entitled to vote thereon pursuant to Section 228 of the General Corporation Law of the State of Delaware.
FOURTH:	The Corporation hereby amends its Certificate of Incorporation as follows:
	Section 1 of Article Fourth of the Certificate of Incorporation, relating to the number of shares of stock which the Corporation shall have authority to issue, is hereby amended to read as follows:
	“Section 1. The aggregate number of shares of stock (the “Stock”) which the Corporation shall have authority to issue is 375,000 shares, of which (i) 25,000 shares shall be preferred stock, par value $0.01 per share (the “Preferred Stock”), (ii) 250,000 shares shall be Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), and (iii) 100,000 shares shall be Class B Common Stock, par value $0.01 per share (the “Class B Common Stock” and, collectively with the Class A Common Stock, the “Common Stock”). All of such shares of Stock shall be issued as fully paid and non-assessable shares, and the holder thereof shall not be liable for any further payments in respect thereof.”

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:35 PM 08/18/2003

FILED 04:15 PM 08/14/2003

SRV 030537635 – 3577143 FILE

FIFTH:	The Corporation hereby certifies that the foregoing amendment to the Corporation’s Certificate of Incorporation was duly adopted in accordance with Section 242(b)(1) of the General Corporation Law of the State of Delaware.
SIXTH:	This amendment to the Certificate of Incorporation shall be effective on and as of the date of filing of this Certificate of Amendment with the office of the Secretary of State of the State of Delaware and recording with the Recorder of Deeds of New Castle County.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as the act and deed of the Corporation, and affirms that the statements made herein are true under the penalties of perjury, this 13th day of August, 2003.

LOEWS CINEPLEX ENTERTAINMENT CORPORATION
By:	/s/ Michael Politi
	Name:	Michael Politi
	Title:	Secretary

2

EX-3.2.1

Exhibit 3.2.1

ARTICLES OF INCORPORATION

OF

LOEWS CALIFORNIA IMAX THEATRE, INC.

The undersigned being a natural person of full age and acting as the incorporator for the purpose of forming the business corporation hereinafter named pursuant to the provisions of the Corporations Code of the State of California, does hereby adopt the following articles of incorporation.

FIRST: The name of the corporation (hereinafter referred to as the “corporation”) is: LOEWS CALIFORNIA IMAX THEATRE, INC.

SECOND: The existence of the corporation is perpetual.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the GENERAL CORPORATION LAW of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

FOURTH: To indemnify any director or officers or former director or officer of the corporation, or any person who may have served at its request as a director or officer of any other corporation in which it is a creditors, against expenses actually and necessity incurred by him in connection with the defenses or any action, suit or proceeding in which he is made an officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, but such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any by-law, agreement, vote of shareholders, or otherwise.

FIFTH: The name of the corporation’s initial agent for service of process within the State of California in accordance with the provisions of subdivision (b) of Section 1502 of the Corporations Code of the State of California is Corporation Service Company which will do business in California as CSC-Lawyers Incorporating Service.

SIXTH: The total number of shares which the corporation is authorized to issue 500, all of which are of one class and of a par value of $1.00 each, and all of which are Common Shares.

SEVENTH: In the interim between meetings of shareholders held for the election of directors or for the removal of one or more directors and the election of the replacement or regalements thereat, any vacancy which result by reason of the removal of a director or directors by the shareholders entitled to vote in an election of directors, and which has not been filled by said shareholders, may be filled by a majority of the directors then in office, whether or not less than a quorum, or by the sole remaining director as the case may be.

EIGHTH: The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

NINTH: The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the Corporations Code) for breach of duty to the corporation and its shareholder through bylaw provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the Corporations Code.

Signed on February 16, 1999.

/s/    JUDI A. OLSEN        

Judi A. Olsen, Incorporator

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

I, Judi A. Olsen do hereby certify that:

1. I am the sole incorporator of LOEWS CALIFORNIA IMAX THEATRE CORPORATION, a California Corporation.

2. I hereby adopt the following amendment of the articles of incorporation of this corporation:

Article First is amended to read as follows:

The name of the corporation should read

LOEWS CITYWALK THEATRE CORPORATION

3. No directors were named in the original articles of incorporation and none have been elected.

4. The corporation has not issued shares.

I further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of my own knowledge.

DATE: March 9, 1999

/s/    JUDI A. OLSEN        

Judi A. Olsen, Incorporator

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

AFTER SHARES HAVE BEEN ISSUED

The Undersigned certify that:

1. They are the Vice President and Senior Vice President of the corporation and have the power to act on behalf of this corporation pursuant to an order by the Hon. Judge Allen I Gropper of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of the Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40405, confirmed and approved on March 1, 2002.

2. The name of the corporation is Loews Citywalk Theatre Corporation.

3. The Sixth Article of the Articles of Incorporation is amended by adding the following sentence at the end of such Article:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4. In accordance with Section 1400 of California Corporations Code, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order by the Hon. Judge Allen I. Gropper of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of the Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40405, confirmed and approved on March 1, 2002.

5. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: 3/21, 2002

BY:	/s/    BRYAN BERNDT
	Bryan Berndt Vice President
BY:	/s/    JOHN C. MCBRIDE, JR.
	John C. McBride, Jr. Senior Vice President
	[SEAL]

EX-3.2.2

Exhibit 3.2.2

ARTICLES OF INCORPORATION

OF

S & J THEATRES INC.

FIRST: The name of the corporation is

S & J THEATRES INC.

SECOND: The existence of the corporation is perpetual.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of California, other than the banking business, the trust company business, or the practice of a profession permitted to be incorporated by the California Corporations Code.

FOURTH: The name of the corporation’s initial agent for service of process within the State of California in accordance with the provisions of subdivision (b) of Section 1502 of the General Corporation Law of the State of California is Sony Pictures Entertainment Inc.

FIFTH: The total number of shares which the corporation is authorized to issue is one thousand, without par value, all of which are of one class and are common shares.

The board of directors of the corporation may issue any or all of the aforesaid authorized shares of the corporation from time to time for such consideration as it shall determine and may determine from time to time the amount of such consideration, if any, to be credited to paid-in surplus.

SIXTH: In the interim between meetings of shareholders held for the election of directors or for the removal of one or more directors and the election of the replacement or replacements thereat, any vacancy which results by reason of the removal of a director or directors by the shareholders entitled to vote in an election of directors, and which has not been filled by said shareholders, may be filled by a majority of the directors then in office, whether or not less than a quorum, or by the sole remaining director, as the case may be.

SEVENTH: The board of directors is expressly authorized to adopt, amend or repeal the By-Laws of the corporation.

EIGHTH: The corporation reserves the right to amend, alter, change or repeal any provisions contained in these Articles of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation.

NINTH: The personal liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law as the same exists and to such greater extent as California law may hereafter permit.

TENTH: The corporation is authorized to provide indemnification of agents (as defined in Section 317 of California Corporations Code) for breach of duty to the corporation and its shareholders through bylaw provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the California Corporations Code.

Dated: January 12, 1994

/S/    NANCI K. CARR_,        

Nanci K. Carr_, Incorporator

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

AFTER SHARES HAVE BEEN ISSUED

The Undersigned certify that:

1. They are the Vice President and Senior Vice President of this corporation and have the power to act on behalf of this corporation pursuant to an order by the Hon. Judge Allen I Gropper of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of the Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40382. confirmed and approved on March 1, 2002.

2. The name of the corporation is S&J Theatres. Inc.

3. The Fifth Article of the Articles of Incorporation is amended by adding the following sentence at the end of the Fifth Article:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4. In accordance with Section 1400 of California Corporations Code, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order by the Hon. Judge Allen I Gropper of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of the Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40382. confirmed and approved on March 1, 2002.

5. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date.____, 2002

BY:	/S/    BRYAN BERNDT
	Bryan Berndt Vice President
BY:	/S/    JOHN C. MCBRIDE. JR.
	John C. McBride. Jr. Senior Vice President

[SEAL]

EX-3.2.3

Exhibit 3.2.3

CERTIFICATE OF INCORPORATION

OF

LOEWS EAST WINDSOR CINEMAS, INC.

The undersigned, for the purpose of forming a corporation under the provisions of the Stock Corporation Act of the State of Connecticut, (the “Stock Corporation Act”) does hereby certify that:

FIRST: The name of the corporation is

LOEWS EAST WINDSOR CINEMAS, INC.

SECOND: The nature of the business to be transacted, or the purposes to be promoted or carried out by the corporation, which shall be in addition to the authority of the corporation to engage in any lawful act or activity for which corporations may be formed under the Stock Corporation Act, are as follows:

To own, acquire, purchase, erect, equip, lease, operate, manage and conduct motion picture theatres, drive-in theatres, opera houses, public halls and theatres and places of amusement of every kind and description; to produce, manufacture, purchase, sell, lease, hire, exhibit and exploit performances and attractions of various kinds and natures, including moving pictures, vaudeville, dramatic, operatic, musical and dance performances, and intellectual and instructive entertainment; to manufacture, produce, purchase, own, sell, lease, hire, license, distribute, and otherwise dispose and to deal in and with moving picture machines, cameras, machinery, devices, appliances, and articles of all kinds used in photographic and motion picture arts, and plates, slides and films therefor, and materials, supplies, appliances, apparatus, machinery and other articles necessary and convenient for use in connection therewith; to acquire, own and dispose of costumes, scenery, properties, libraries, and other material and property for use in connection with the giving of operatic, dramatic, and motion picture entertainments, and performances of all kinds, to employ and act as agent and manager for singers, musicians, actors, performers of all kinds; to acquire, own and dispose of (including licensing thereof), plays, scenarios, photo-plays, news, songs, magazines, motion pictures, and pictures of all kinds, dramatic and musical, and motion picture

productions of every kind; to acquire, own, maintain, operate, dispose of and deal with and in studios and other plants and equipment for or in connection with the production of motion pictures and productions of all kinds; to deal in amusement enterprises of every kind and description and generally to carry on the business of motion pictures and theatrical proprietors, managers, producers and caterers for and to public entertainment and amusements, as well as to do all things necessary and incident thereto.

To manufacture, buy, sell and generally deal in popcorn, candy, beverages, sandwiches, and food of all kinds and description, and goods, wares, merchandise, electronic amusement devices, pinball machines and personal property of every kind.

To purchase, lease or otherwise acquire, hold, improve, sell, lease, mortgage and generally deal in lands, buildings and interests herein.

To own, erect, buy, lease, acquire, hold, use or dispose of any and all stores, factories, machinery equipment and supplies of every nature and description necessary, useful or convenient in the manufacturing, producing, processing or marketing of the aforesaid articles and any other items or materials produced or dealt in by the corporation.

To buy, or otherwise acquire, hold, lease, sell, exchange, mortgage, pledge or otherwise dispose of any real estate or real property or personal property, rights, franchises or goodwill necessary to the foregoing; in general to carry on any related or incidental business in connection with the foregoing in all of the State, territories and dependencies of the United States and in foreign countries subject to the provisions of Part 4 of the T.M.C.L.A.

To indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and necessarily

-2-

incurred by him in connection with the defense or any action, suit or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, but such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any by-law, agreement, vote of shareholders, or otherwise.

To have and to exercise all powers granted by law and by the Stock Corporation Act and all legal powers necessary or convenient to effect any or all of the purposes stated in this Certificate of Incorporation or to transact the stated business of the corporation.

THIRD: The authorized number of shares of the corporation is 500, all of which are designated as Common Shares and are of a par value of $1.00 dollars each.

FOURTH: No holder of any of the shares of the corporation shall be entitled as of right to purchase or subscribe or any unissued shares of any class or any additional shares of any class to be issued by reason of any increase of the authorized shares of the corporation, or bonds, certificates of indebtedness, debentures, or other securities convertible into shares of the corporation or carrying any right to purchase shares of any class, but any such unissued shares or such additional authorized issue of any shares or of other securities convertible into shares, or carrying any right to purchase shares, may be issued and disposed of pursuant to resolution of the Board of Directors to such persons, forms, corporations, or associations and upon such terms as may be deemed advisable by the Board of Directors in the exercise of its discretion.

FIFTH: The minimum amount of stated capital with which the corporation shall commence business is one thousand ($1,000) dollars.

SIXTH: For the regulation and management of the affairs of the corporation, it is further provided:

1. Whenever any provision of the Stock Corporation Act shall otherwise require for the approval of any specified corporate action the

-3-

authorization of at least two-thirds of the voting power of shareholders entitled to vote, any such corporate action shall be approved by the authorization of at least a majority of the voting power of the shareholders entitled to vote; and whenever the corporation shall have one or more classes or series of shares which are denied voting power under the Certificate of Incorporation but the authorization of at least two-thirds of the voting power of said class or series is otherwise required for the approval of any specific corporate action under the Stock Corporation Act, any such corporate action shall be approved by said class or series by the authorization of at least a majority of the voting power of each such class and of each such series.

2. To the extent permitted by the Stock Corporation Act, and in conformity with the provisions thereof, any corporate action permitted to be taken at a meeting of shareholders entitled to vote may be taken without a meeting by a consent in writing signed by the holders of at least a majority of the voting power of each class entitled to vote.

3. Whenever the corporation shall be engaged in the business of exploiting natural resources, dividends may be declared and paid in cash or property and charged against depletion reserves.

4. To the extent permitted by the Stock Corporation Act, and in conformity with the provisions thereof, distributions in cash or property may be made out of capital surplus available therefor without the authorization of the shareholders of any class of the corporation.

5. To the extent permitted by the Stock Corporation Act, and in conformity with the provisions thereof, acquisitions of its own shares out of unreserved and unrestricted capital surplus may be made by the corporation without the authorization of the shareholders of any class of the corporation.

6. One or more or all of the directors of the corporation may be removed for cause or without

-4-

cause by the shareholders entitled to vote for their election. The Board of Directors shall have power to remove any director for cause and to suspend any director pending a final determination that cause exists.

7. The corporation shall, to the fullest extent permitted by Section 33-320a of the Stock Corporation Act, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section.

SEVENTH: The duration of the corporation is perpetual.

I, the undersigned, do hereby declare under the penalties of false statement that the statements contained in the foregoing document are true and do hereby sign this document at 400 Plaza Drive, Secaucus, New Jersey 07094, on June 14, 1988.

/S/    BARBARA R. CORBETT        

Barbara R. Corbett

Incorporator

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CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION

61-38 Rev. 4/89

Stock Corporation

STATE OF CONNECTICUT

SECRETARY OF THE STAT__

Loews East Windsor Cinemas, Inc.

1.      Name of Corporation

2.      The Certificate of Incorporation is: (Check One)

x	A.	Amended only, pursuant to Conn. Gen. Stat. §33 - 360.
¨	B.	Amended and restated, pursuant to Conn. Gen. Stat. §33 - 362(c).
¨	C.	Restated only, pursuant to Conn. Gen. Stat. §33 - 362(a).
		(Set forth here the resolution of amendment and/or restatement. Use a 8 1/2 X 11 attached sheet if more space is needed).
	RESOLVED, the Certificate of Incorporation of the Corporation is hereby amended to provide that the name of the Corporation shall be Loews Bristol Cinemas, Inc.
¨	D.	Restated and superseded pursuant to Conn. Gen. Stat. §33 - 362(d). (Set forth here the resolution of amendment and/or restatement. Use a 8 1/2 X 11 attached sheet if more space is needed).

(If 2A is checked, go to 5 to complete this certificate. If 2B or 2C is checked, complete 3A or 3B. If 2D is checked, complete 4)

3.      (Check one)

¨ A. This certificate purports merely to restate but not to change the provisions of the original Certificate of Incorporation
as supplemented and amended to date, and there is no discrepancy between the provisions of the original Certificate of
Incorporation as supplemented and amended to date, and the provisions of this Restated Certificate of Incorporation, (If
3A is checked, go to 5 to complete this certificate).

¨ B. This Restated Certificate of Incorporation shall give effect to the amendment(s) and purports to restate all those
provisions now in effect not being amended by such new amendment(s). (If 3B is checked, check 4, if true, and go to 5 to
complete this Certificate).

4.      (Check, if true)

¨ This restated Certificate of Incorporation was adopted by the greatest vote which would have been required to amend any
provision of the Certificate of Incorporation as in effect before such vote and supersedes such Certificate of
Incorporation.

5.	The manner of adopting the resolution was as follows: (Check one A, or B, or C).
	x	A.	By the board of directors and shareholders, pursuant to Conn. Gen. Stat. §33 - 360.
			Vote of Shareholders: (Check (i) or (ii), and check (iii) if applicable).
			(i)    x	No shares are required to be voted as a class; the shareholder’s vote was as follows:
			Vote Required for Adoption     251                                              Vote Favoring Adoption     500
			(ii)    ¨	There are shares of more than one class entitled to vote as a class. The designation of each class required for adoption of the resolution and the vote of each class in favor of adoption were as follows: (Use an 8 1/2 x 11 attached sheet if more space is needed).
			(iii)    ¨	Check here if the corporation has 100 or more recordholders, as defined in Conn. Gen. Stat. §33 -311a(a).
	¨	B.	By the board of directors acting alone, pursuant to Conn. Gen. Stat. § 33 - 360(b)(2).
			The number of affirmative votes required to adopt such resolution is: ________________________________________
			The number of directors’ votes in favor of the resolution was: ______________________________________________

We hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true:

(Print or Type)	Signature	(Print or Type)	Signature
Name of Pres. V. Pres.		Name of Sec/Assn’t Sec.
Seymour H. Smith Executive V.P.	/s/    SEYMOUR H. SMITH	David I. Badain Ass’t Secretary	/s/    DAVID I. BADAIN

¨ C. The corporation does not have any shareholders. The resolution was adopted by vote of at least two-thirds of the
incorporators before the organization meeting of the corporation, and approved in writing by all subscribers (if any) for
shares of the corporation.

We (at least two-thirds of the incorporators) hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true.

Signed Signed Signed

Signed Signed Signed

Dated at                                                       this 27th day of September, 1990

APPROVED by all subscribers, if none, so state:             

(Use an 8 1/2 X 11 attached sheet if more space is needed)

CERTIFICATE OF AMENDMENT

STOCK CORPORATION

Office of the Secretary of the State

30 Trinity Street / P.O. Box 150470 / Hartford/ Connecticut

1. Name of Corporation: Loews Bristol Cinemas, Inc.

2. THE CERTIFICATE OF INCORPORATION IS (check A., B. or C):

x A.    AMENDED

¨ B.    AMENDED AND RESTATED.

¨ C.    RESTATED

3. TEXT OF EACH AMENDMENT / RESTATEMENT:

Article Three of the Articles of Incorporation is amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4. VOTE INFORMATION:

In accordance with Section 33-802 of Connecticut General Statutes, this Amendment to the Articles of Incorporation was made pursuant to a provision in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of the Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40373, confirmed and approved on March 1, 2002.

5. EXECUTION:

Dated this 21^st day of March, 2002.

/s/    BRYAN BERNDT        

Bryan Berndt

Vice President

EX-3.2.4

Exhibit 3.2.4

CERTIFICATE OF INCORPORATION

OF

LOEWS CONNECTICUT CINEMAS, INC.

The undersigned, for the purpose of forming a corporation under the provisions of the Stock Corporation Act of the State of Connecticut, (the “Stock Corporation Act”) does hereby certify that:

FIRST: The name of the corporation is

LOEWS CONNECTICUT CINEMAS, INC.

SECOND: The nature of the business to be transacted, or the purposes to be promoted or carried out by the corporation, which shall be in addition to the authority of the corporation to engage in any lawful act or activity for which corporations may be formed under the Stock Corporation Act, are as follows:

To own, acquire, purchase, erect, equip, lease, operate, manage and conduct motion picture theatres, drive-in theatres, opera houses, public halls and theatres and places of amusement of every kind and description; co-produce, manufacture, purchase, sell, lease, hire, exhibit and exploit performances and attractions of various kinds and natures, including moving pictures, vaudeville, dramatic, operatic, musical and dance performances, and intellectual and instructive entertainment; to manufacture, produce, purchase, own, sell, lease, hire, license, distribute, and otherwise dispose and to deal in and with moving picture machines, cameras, machinery, devices, appliances, and articles of all kinds used in photographic and motion picture arts, and plates, slides and films therefor, and materials, supplies, appliances, apparatus, machinery __ other articles necessary and convenient for use in connection therewith; to acquire, own and dispose of costumes, scenery, properties, libraries, and other material and property for use in connection with the giving of operatic, dramatic, and motion picture entertainments, and performances of all kinds, to employ and act as agent and manager for singers, musicians, actors, performers of all kinds; to acquire, own and dispose of (including licensing thereof), plays, scenarios, photo-plays, news, songs, magazines, motion pictures, and pictures of all

-1-

kinds, dramatic and musical, and motion picture productions of every kind; to acquire, own, maintain, operate, dispose of and deal with and in studios and other plants and equipment for or in connection with the production of motion pictures and productions of all kinds; to deal in amusement enterprises of every kind and description and generally to carry on the business of motion pictures and theatrical proprietors, managers, producers and caterers for and to public entertainment and amusements, as well as to do all things necessary and incident thereto.

To manufacture, buy, sell and generally deal in popcorn, candy, beverages, sandwiches, and food of all kinds and description, and goods, wares, merchandise, electronic amusement devices, pinball machines and personal property of every kind.

To purchase, lease or otherwise acquire, hold, improve, sell, lease, mortgage and generally deal in lands, buildings and interests herein.

To own, erect, buy, lease, acquire, hold, use or dispose of any and all stores, factories, machinery equipment and supplies of every nature and description necessary, useful or convenient in the manufacturing, producing, processing or marketing of the aforesaid articles and any other items or materials produced or dealt in by the corporation.

To buy, or otherwise acquire, hold, lease, sell, exchange, mortgage, pledge or otherwise dispose of any real estate or real property or personal property, rights, franchises or goodwill necessary to the foregoing; in general to carry on any related or incidental business in connection with the foregoing in all of the State, territories and dependencies of the United states and in foreign countries subject to the provisions of Part 4 of the T.M.C.L.A.

To indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and necessarily incurred by him in connection with the defense or any action, suit or proceeding in which he is made

-2-

a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, but such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any by-law, agreement, vote of shareholders, or otherwise.

To have and to exercise all powers granted by law and by the Stock Corporation Act and all legal powers necessary or convenient to effect any or all of the purposes stated in this certificate of Incorporation or to transact the stated business of the corporation.

THIRD: The authorized number of shares of the corporation is 500, all of which are designated as Common Shares and are of a par value of $1.00 dollar each.

FOURTH: No holder of any of the shares of the corporation shall be entitled as of right to purchase or subscribe or any unissued shares of any class or any additional shares of any class to be issued by reason of any increase of the authorized shares of the corporation, or bonds, certificates of indebtedness, debentures, or other securities convertible into shares of the corporation or carrying any right to purchase shares of any class, but any such unissued shares or such additional authorized issue of any shares or of other securities convertible into shares, or carrying any right to purchase shares, may be issued and disposed of pursuant to resolution of the Board of Directors to such persons, forms, corporations, or associations and upon such terms as may be deemed advisable by the Board of Directors in the exercise of its discretion.

FIFTH: The minimum amount of stated capital with which the corporation shall commence business is one thousand ($1,000) dollars.

SIXTH: For the regulation and management of the affairs of the corporation, it is further provided:

1. Whenever any provision of the Stock Corporation Act shall otherwise require for the approval of any specified corporate action the authorization of at least two-thirds of the voting power of shareholders entitled to vote, any such corporate action shall be approved by the authorization of at least a majority of the voting power of the shareholders entitled to vote; and whenever the

-3-

corporation shall have one or more classes or series of shares which are denied voting power under the Certificate of Incorporation but the authorization of at least two-thirds of the voting power of said class or series is otherwise required for the approval of any specific corporate action under the Stock Corporation Act, any such corporate action shall be approved by said class or series by the authorization of at least a majority of the voting power of each such class and of each such series.

2. To the extent permitted by the Stock Corporation Act, and in conformity with the provisions thereof, any corporate action permitted to be taken at a meeting of shareholders entitled to vote may be taken without a meeting by a consent in writing signed by the holders of at least a majority of the voting power of each class entitled to vote.

3. Whenever the corporation shall be engaged in the business of exploiting natural resources, dividends may be declared and paid in cash or property and charged against depletion reserves.

4. To the extent permitted by the Stock Corporation Act, and in conformity with the provisions thereof, distributions in cash or property may be made out of capital surplus available therefor without the authorization of the shareholders of any class of the corporation.

5. To the extent permitted by the Stock Corporation Act, and in conformity with the provisions thereof, acquisitions of its own shares out of unreserved and unrestricted capital surplus may be made by the corporation without the authorization of the shareholders of any class of the corporation.

6. One or more or all of the directors of the corporation may be removed for cause or without cause by the shareholders entitled to vote for their election. The Board of Directors shall have power to remove any director for cause and to suspend any director pending a final determination that cause exists.

7. The corporation shall, to the fullest extent permitted by Section 33-320a of the Stock

-4-

Corporation Act, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section.

SEVENTH: The duration of the corporation is perpetual.

I, the undersigned, do hereby declare under the penalties of false statement that the statements contained in the foregoing document are true and do hereby sign this document at 400 Plaza Drive, ________, New Jersey, 07094, on September 28, 1990

/s/    BARBARA R. CORBETT        

Barbara R. Corbett

Incorporator

CERTIFICATE OF AMENDMENT

STOCK CORPORATION

Office of the Secretary of the State

30 Trinity Street / P.O. Box 150_____________________________________________________________

1. Name of Corporation: Loews Connecticut Cinemas, Inc.

2. THE CERTIFICATE OF INCORPORATION IS (check A., B. or C.):

x A. AMENDED

¨ B. AMENDED AND RESTATED.

¨ C. RESTATED

3. TEXT OF EACH AMENDMENT / RESTATEMENT:

Article 3 of the Articles of Incorporation is amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4. VOTE INFORMATION :

In accordance with Section 33-802 of Connecticut General Statutes, this Amendment to the Articles of Incorporation was made pursuant to a provision in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of the Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40409. confirmed and approved on March 1, 2002.

5. EXECUTION:

Dated this 21^st Day of March, 2002.

/s/    BRYAN BERNDT        

Bryan Berndt

Vice President

EX-3.2.5

Exhibit 3.2.5

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 10/28/1999

991457151 - 3117678

CERTIFICATE OF FORMATION

OF

DOWNTOWN BOSTON CINEMAS, LLC

1. Name. The name of the limited liability company formed hereby is Downtown Boston Cinemas, LLC (the “Company”).

2. Registered Office. The address of the registered agent of the Company in the State of Delaware is 1013 Centre Road, Wilmington, New Castle County, Delaware, 19805-1297. The name of the registered agent of the Company at such address is Corporation Service Company.

3. Purposes. The purposes and powers of the Company shall be to carry on and engage in any and all lawful activities permitted under the Delaware Limited Liability Company Act.

4. Authorized Person. The name and address of the authorized person is Michael Politi, 711 Fifth Avenue, 12^th Floor, New York, New York, 10022. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Downtown Boston Cinemas, LLC this 28th day of October, 1999.

/s/    MICHAEL POLITI        

Michael Politi

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF FORMATION

OF

DOWNTOWN BOSTON CINEMAS, LLC

1. The name of the limited liability company is Downtown Boston Cinemas, LLC (the “Company”).

2. The Certificate of Formation of the Company is hereby amended by adding the following:

5. In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Company shall not issue non-voting membership interests prior to March 21, 2003.

IN WITNESS WHEREOF, Bryan Berndt, the Vice President of Plitt Theatres, Inc., its sole member, has executed this Certificate of Amendment to the Certificate of Formation of Downtown Boston Cinemas, LLC, this 21st day of March, 2002.

By:	Plitt Theatres, Inc., its sole member
/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/21/2002

020188705 - 3117678

CERTIFICATE AMENDING OR CORRECTING APPLICATION FOR REGISTRATION

(Under Section 52 of the Massachusetts Limited Liability Company Act)

To the Secretary of the	Federal Employer
Commonwealth of Massachusetts	Identification Number
	13-4085511

It is hereby certified that:

1. The name of the foreign limited liability company (hereinafter referred to as the “Company”) is Downtown Boston Cinemas, LLC.

2. The jurisdiction where the company was organized is the State of Delaware, and the date of organization is October 28, 1999.

3. The date on which the company was registered to do business in the Commonwealth of Massachusetts is November 15, 1999.

4. A description of the change to be made by this certificate is to include in the Application for Registration the name of the Company’s sole member.

5. The Application for Registration as hereby changed is hereby amended to include paragraph 9, which shall read as follows:

“9. The sole member of the Company is Plitt Theatres, Inc., a Delaware corporation (the “Sole Member”), and each of the individuals listed in paragraph 8 of this Application for Registration is an officer of the Sole Member, authorized to execute and deliver documents on behalf of both the Sole Member and the Company.”

/s/    MICHAEL POLITI        

Michael Politi. Authorized Person

Signed and sworn to before me. a Notary Public, on December 22, 1999.

/s/    MEREDITH L. PICARD        

Notary Public

EX-3.2.6

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 08/11/2000

001409419 - 2305916

Exhibit 3.2.6

Amended and Restated

Certificate of Incorporation

of

Loews Operational Ride Theaters Inc.

Loews Operational Ride Theaters Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

FIRST: The name of the corporation is Loews Operational Ride Theaters Inc. (the “Corporation”). The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on August _, 1992.

SECOND: This Amended and Restated Certificate of Incorporation, which both restates and amends the original Certificate of Incorporation as heretofore amended, has been duly adopted pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “GCL”) and by written consent of the sole stockholder of the Corporation in accordance with Section 228 of the GCL.

THIRD: The text of the Corporation’s Certificate of Incorporation as heretofore amended or supplemented is hereby restated and further amended to read in its entirety as follows:

ARTICLE I

The name of the Corporation is Farmers Cinemas, Inc.

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is 1013 Centre Road in the City of Wilmington, County of New Castle, Delaware 19805. The name of the registered agent at such address is Corporation Service Company.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the GCL.

ARTICLE IV

The total number of shares which the Corporation shall have authority to issue is 500 shares of Common Stock, par value $1.00 per share.

ARTICLE V

The Board of Directors is expressly authorized to adopt, amend, or repeal the by-laws of the Corporation.

ARTICLE VI

Elections of directors need not be written by ballot unless the by-laws of the Corporation shall otherwise provide.

ARTICLE VII

A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that the foregoing shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the GCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the GCL is hereafter amended to permit further elimination or limitation of the personal liability of directors, then the liability to a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the GCL as so amended. Any repeal or modification of this Article VII by the stockholders of the Corporation or otherwise shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE VIII

The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

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IN WITNESS WHEREOF, I have hereunto set my hand this 11^th day of August, 2000 and I affirm that the foregoing certificate is my act and deed and that the facts therein are true.

LOEWS OPERATIONAL RIDE THEATERS INC.
By:	/s/    DAVID BADAIN
	David Badain
	Vice President and Assistant Secretary

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CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

Farmers Cinemas, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: In accordance with Section 303 of the General Corporation Law of the State of Delaware, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40418, confirmed and approved on March 1, 2002.

SECOND: That the Certificate of Incorporation of this corporation be amended by adding the following sentence to Article Four:

“In accordance with Section 1123(a)(6) of the Bankruptcy code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

THIRD: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on March 21, 2002.

IN WITNESS WHEREOF, said Farmers Cinemas, Inc. has caused this certificate to be signed by Bryan Berndt, its Vice President, this 21st day of March, 2002, under penalty of perjury that this Certificate is the act and deed of this Corporation and that the facts stated herein are true.

Farmers Cinemas, Inc.
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/21/2002

020188707 – 2305916

EX-3.2.7

Exhibit 3.2.7

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 06/01/2000

001291295 – 3241026

CERTIFICATE OF FORMATION

OF

GATEWAY CINEMAS, LLC

1. Name. The name of the limited liability company formed hereby is Gateway Cinemas, LLC (the “Company”).

2. Registered Office. The address of the registered agent of the Company in the State of Delaware is 1013 Centre Road, Wilmington, New Castle County, Delaware, 19805-1297. The name of the registered agent of the Company at such address is Corporation Service Company.

3. Purposes. The purposes and powers of the Company shall be to carry on and engage in any and all lawful activities permitted under the Delaware Limited Liability Company Act.

4. Authorized Person. The name and address of the authorized person is Michael Politi, 711 Fifth Avenue, 12^th Floor, New York, New York, 10022. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Gateway Cinemas, LLC this 7th day of June, 2000.

/s/    MICHAEL POLITI        

Michael Politi

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF FORMATION

OF

GATEWAY CINEMAS, LLC

1. The name of the limited liability company is Gateway Cinemas, LLC (the “Company”).

2. The Certificate of Formation of the Company is hereby amended by adding the following:

5. In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Company shall not issue non-voting membership interests prior to March 21 , 2003.

IN WITNESS WHEREOF, Bryan Berndt, the Vice President of Plitt Theatres, Inc., its sole member, has executed this Certificate of Amendment to the Certificate of Formation of Gateway Cinemas, LLC, this 21st day of March, 2002.

By:	Plitt Theatres, Inc., its sole member
/S/    BRYAN BERNDT
Bryan Berndt
Vice President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/21/2002

020188709 – 3241026

EX-3.2.8

Exhibit 3.2.8

CERTIFICATE OF INCORPORATION

OF

CHARTWELL VILLAGE, INC.

ARTICLE I

Name

The name of the corporation (hereinafter called the “Corporation”) is Chartwell Village, Inc.

ARTICLE II

Registered Office and Registered Agent

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

ARTICLE III

Business or Purposes to Be

Conducted or Promoted

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV

Capital Stock

SECTION 1. The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000, all of which shall be shares of Common Stock, par value $1.00 per share.

SECTION 2. The holders of the Common Stock shall be entitled to one vote per share on all matters upon which stockholders are entitled to vote and shall not be entitled to any preference in the distribution of dividends or assets.

ARTICLE V

Incorporator

The name and mailing address of the incorporator of the Corporation is Robert V. Cahill, 19th Floor, 1901 Avenue of the Stars, Los Angeles, California 90067.

ARTICLE VI

Business and Affairs of the Corporation

SECTION 1. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the by-laws of the Corporation, except as otherwise required by the laws of the State of Delaware.

2

SECTION 2. The initial number of directors of the Corporation shall be three, but mat be changed from time to time in the manner provided in the by-laws of the Corporation.

SECTION 3. Elections of directors need not be by written ballot unless the by-laws of the Corporation shall so provide.

SECTION 4. Any director or any officer of the Corporation elected or appointed by its stockholder or directors may be removed at any time in such manner as shall be provided in the by-laws, except as otherwise provided by law.

SECTION 5. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Corporation, in the by-laws, may authorise and empower the Board of Directors to make, alter, amend or repeal the by-laws in any manner not inconsistent with the laws of the State of Delaware or this Certificate of Incorporation; the stockholders of the Corporation entitled to vote, however, retain the power to alter, amend or repeal the by-laws.

I, THE UNDERSIGNED, being the incorporator herein before named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware do make

3

this certificate, hereby declaring and certifying, under penalties of perjury, that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 26 day of April 1985.

/S/    ROBERT V. CAHILL        

Robert V. Cahill

Incorporator

4

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

CHARTWELL VILLAGE, INC.

Adopted in accordance with the provisions

of Section 242 of the General Corporation

Law of the State of Delaware

We, Bernard Myerson, President, and Seymour Smith, Assistant Secretary, of Chartwell Village, Inc., a corporation existing under the laws of the State of Delaware, do hereby certify as follows:

FIRST: That the Certificate of Incorporation of said corporation has been amended as follows:

By striking out the whole of ARTICLE I thereof as it now exists and inserting in lieu and instead thereof a new ARTICLE I, reading as follows:

“ARTICLE I

Name

“The name of the corporation (hereinafter called the ‘Corporation’) is LOEWS VILLAGE SINGLE CINEMAS, INC.”

SECOND: That such amendment has been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware by the unanimous written

consent of all of the stockholders entitled to vote in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, we have signed this certificate this 20 day of November 1985.

by	/s/    Illegible
	President

Attest:

/s/    Illegible        

Assistant Secretary

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation”) is:

“LOEWS VILLAGE SINGLE CINEMAS, INC.”

2. The registered office of the corporation within the State of Delaware is hereby changed to 229 South State Street, City of Dover 19901, County of Kent.

3. The registered agent of the corporation within the State of Delaware is hereby changed to The Prentice-Hall Corporation System, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

4. The corporation has authorized the changes hereinbefore set forth by the written consent of the sole shareholder of the corporation.

Signed on February 17, 1988

/s/    SEYMOUR II. SMITH        

SEYMOUR II. SMITH

Senior Vice President; Secretary

Attest:

/s/    FRANK MICHAELS        

FRANK MICHAELS

Vice President; Treasurer

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LOEWS VILLAGE SINGLE CINEMAS, INC.

Adopted in accordance with the provisions

of Section 242 of the General Corporation

Law of the State of Delaware

We, Seymour H. Smith, Executive Vice President, and David I. Badain, Assistant Secretary of Loews Village Single Cinemas, Inc., a corporation existing under the laws of the State of Delaware, do hereby certify as follows:

FIRST: That the Certificate of incorporation of said corporation has been amended as follows:

By striking out the whole of ARTICLE I thereof as it now exists and inserting in lieu and instead thereof a new ARTICLE I, reading as follows:

“ARTICLE I

NAME

The name of the corporation (hereinafter called the “Corporation”) is Loews Oakdale Mall Cinemas, Inc.”

SECOND: That such amendment has been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware by the

unanimous written consent of all of the stockholders entitled to vote in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, we have signed this certificate this __ day of November, 1988.

By:	/s/    SEYMOUR H. SMITH
	SEYMOUR H. SMITH
	EXECUTIVE VICE PRESIDENT

Attest:

/s/    DAVID I. BADAIN        

DAVID I. BADAIN

ASSISTANT SECRETARY

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 07/18/1997

971239711 - 2060575

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of Loews Oakdale Mall Cinemas, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “First” so that, as amended, said Article shall be and read as follows: The name of the Corporation is Kips Bay Cinemas, Inc.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of said corporation shall not be reduced under or by reason of said amendment.

IN WITNESS WHEREOF, said Loews Oakdale Mall Cinemas, Inc. has caused this certificate to be signed by Seymour H. Smith, an Authorized Officer, this 10th day of June, 1997.

BY:	/s/    SEYMOUR H. SMITH
	Seymour H. Smith

TITLE OF OFFICER: Exec. Vice President/Secretary

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

Kips Bay Cinemas, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: In accordance with Section 303 of the General Corporation Law of the State of Delaware, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al, case number 01-40497, confirmed and approved on March 1, 2002.

SECOND: That the Certificate of Incorporation of this corporation be amended by adding the following sentence to Article Four, Section Three:

“In accordance with Section 1123(a)(6) of the Bankruptcy code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

THIRD: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on March 21, 2002.

IN WITNESS WHEREOF, said Kips Bay Cinemas, Inc. has caused this certificate to be signed by Bryan Berndt, its Vice President, this 21st day of March, 2002, under penalty of perjury that this Certificate is the act and deed of this Corporation and that the facts stated herein are true.

Kips Bay Cinemas, Inc.
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/21/2002

020188711 - 2060575

EX-3.2.9

Exhibit 3.2.9

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:47 AM 07/20/2004

FILED 09:15 AM 07/20/2004

SRV 040528600 – 3830643 FILE

STATE of DELAWARE

CERTIFICATE OF INCORPORATION

OF

LCE MEXICAN HOLDINGS, INC.

1. Name. The name of this corporation is LCE Mexican Holdings, Inc.

2. Registered Office. The registered office of this corporation in the State of Delaware is located at 2711 Centerville Road, Suite 400, in the City of Wilmington 19808, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

3. Purpose. The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

4. Stock. The total number of shares of stock that this corporation shall have authority to issue is 3,000 shares of Common Stock, $0.01 par value per share. Each share of Common Stock shall be entitled to one vote.

5. Incorporator. The name and mailing address of the incorporator is: Mohammed Anjarwala, Bain Capital LLC, 111 Huntington Avenue, Boston, Massachusetts 02199.

6. Change in Number of Shares Authorized. Except as otherwise provided in the provisions establishing a class of stock, the number of authorized shares of any class or series of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the corporation entitled to vote irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware.

7. Election of Directors. The election of directors need not be by written ballot unless the by-laws shall so require.

8. Authority of Directors. In furtherance and not in limitation of the power conferred upon the board of directors by law, the board of directors shall have power to make, adopt, alter, amend and repeal from time to time by-laws of this corporation, subject to the right of the stockholders entitled to vote with respect thereto to alter and repeal by-laws made by the board of directors.

9. Liability of Directors. A director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director,

except to the extent that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of this paragraph 9 shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

10. Indemnification. This corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and upon request advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was or has agreed to be a director or officer of this corporation or while a director or officer is or was serving at the request of this corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorney’s fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred (and not otherwise recovered) in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided, however, that the foregoing shall not require this corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any by-law, agreement, vote of directors or stockholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person. Any person seeking indemnification under this paragraph 10 shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal or modification of the foregoing provisions of this paragraph 10 shall not adversely affect any right or protection of a director or officer of this corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.

11. Records. The books of this corporation may (subject to any statutory requirements) be kept outside the State of Delaware as may be designated by the board of directors or in the by-laws of this corporation.

12. Meeting of Stockholders of Certain Classes. If at any time this corporation shall have a class of stock registered pursuant to the provisions of the Securities Exchange Act of 1934, for so long as such class is so registered, any action by the stockholders of such class must be taken at an annual or special meeting of stockholders and may not be taken by written consent.

THE UNDERSIGNED, the sole incorporator named above, hereby certifies that the facts stated above are true as of this 19th day of July.

/s/ Mohammed Anjarwala

Mohammed Anjarwala

Sole Incorporator

-2-

EX-3.2.10

Exhibit 3.2.10

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 11/03/1999

991467108 - 3120562

CERTIFICATE OF FORMATION

OF

LEWISVILLE CINEMAS, LLC

1. Name. The name of the limited liability company formed hereby is Lewisville Cinemas, LLC (the “Company”).

2. Registered Office. The address of the registered agent of the Company in the State of Delaware is 1013 Centre Road, Wilmington, New Castle County, Delaware, 19805-1297. The name of the registered agent of the Company at such address is Corporation Service Company.

3. Purposes. The purposes and powers of the Company shall be to carry on and engage in any and all lawful activities permitted under the Delaware Limited Liability Company Act.

4. Authorized Person. The name and address of the authorized person is Michael Politi, 711 Fifth Avenue, 12^th Floor, New York, New York, 10022. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Lewisville Cinemas, LLC this 3^rd day of November, 1999.

/s/    MICHAEL POLITI        

Michael Politi

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF FORMATION

OF

LEWISVILLE CINEMAS, LLC

1. The name of the limited liability company is Lewisville Cinemas, LLC (the “Company”).

2. The Certificate of Formation of the Company is hereby amended by adding the following:

5. In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Company shall not issue non-voting membership interests prior to March 21, 2003.

IN WITNESS WHEREOF, Bryan Berndt, the Vice President of Plitt Theatres, Inc., its sole member, has executed this Certificate of Amendment to the Certificate of Formation of Lewisville Cinemas, LLC, this 21st day of March, 2002.

By:	Plitt Theatres, Inc.,
	its sole member
/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/21/2002

020188714 - 3120562

EX-3.2.11

Exhibit 3.2.11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 03/08/2002

020158701 – 3500322

CERTIFICATE OF INCORPORATION

OF

LOEKS ACQUISITION CORP.

1. The name of the corporation is Locks Acquisition Corp. (the “Corporation”).

2. The address of the Corporation’s registered office in Delaware is 1209 Orange Street, Wilmington, Delaware (New Castle County). The Corporation Trust Company is the Corporation’s registered agent at that address.

3. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

4. The Corporation shall have authority to issue a total of 100 shares of common stock, $.01 par value per share.

5. The name of the sole incorporator is Lauren Ianacone and her mailing address is c/o Kaye Scholer LLP, 425 Park Avenue, New York, New York 10022.

6. The Corporation’s board of directors shall have the power to make, alter or repeal the by-laws of the Corporation.

7. The election of the Corporation’s board of directors need not be by written ballot.

8. The Corporation shall indemnify to the fullest extent permitted by Section 145 of the Delaware General Corporation Law as amended from time to time each person that such Section grants the Corporation the power to indemnify.

9. No director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director for any act or omission occurring subsequent to the date when this provision becomes effective, except that he may be liable (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit.

10. The Corporation elects not to be governed by Section 203 of the Delaware General Corporation Law.

Dated: March 8, 2002

/s/    LAUREN IANACONE        

Lauren Ianacone

Sole lncorporator

2

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:30 PM 08/06/2002

020500291 – 3500322

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LOEKS ACQUISITION CORP.

PURSUANT TO SECTION 242 OF THE

DELAWARE GENERAL CORPORATION LAW

LOEKS ACQUISITION CORP., a Delaware corporation (the “Corporation”), in order to amend its Certificate of Incorporation, hereby certifies as follows:

FIRST:	The name of the Corporation is: Loeks Acquisition Corp.
SECOND:	The Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 8, 2002.
THIRD:	The amendment to the Corporation’s Certificate of Incorporation set forth herein was duly adopted by the Corporation’s Board of Directors and its shareholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
FOURTH:	The Corporation hereby amends its Certificate of Incorporation by deleting Article 4 thereof in its entirety and inserting in its place the following:
	“4. The Corporation shall have the authority to issue a total of 1000 shares of common stock, $.01 par value per share.”

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment as the act and deed of the corporation, and affirms that the statements made herein are true under the penalties of perjury, this 31 day of July, 2002.

LOEKS ACQUISITION CORP.
By:	/s/    ANTHONY MUNK
Name:	Anthony Munk
Title:	Vice President and Secretary

EX-3.2.12

Exhibit 3.2.12

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

CHARTWELL STATE, INC.

Adopted in accordance with the provisions

of Section 242 of the General Corporation

Law of the State of Delaware

We, Bernard Myerson, President, and Seymour Smith, Assistant Secretary, of Chartwell State, Inc., a corporation existing under the laws of the State of Delaware, do hereby certify as follows:

FIRST: That the Certificate of Incorporation of said corporation has been amended as follows:

By striking out the whole of ARTICLE I thereof as it now exists and inserting in lieu and instead thereof a new ARTICLE I, reading as follows:

ARTICLE I

Name

“The name of the corporation (hereinafter called the ‘Corporation’) is LOEWS AKRON CINEMAS, INC.”

SECOND: That such amendment has been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware by the unanimous written

consent of all of the stockholders entitled to vote in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, we have signed this certificate this 20 day of November 1985.

by	/s/    BERNARD MYERSON
	President

Attest:

/s/    SEYMOUR SMITH        

Assistant Secretary

CERTIFICATE OF INCORPORATION

OF

CHARTWELL STATE, INC.

ARTICLE I

Name

The name of the corporation (hereinafter called the “Corporation”) is Chartwell State, Inc.

ARTICLE II

Registered Office and Registered Agent

The address of the Corporation’s registered office, in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

ARTICLE III

Business or Purposes to Be

Conducted or Promoted

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV

Capital Stock

SECTION 1. The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000, all of which shall be shares of Common Stock, par value $1.00 per share.

SECTION 2. The holders of the Common Stock shall be entitled to one vote per share on all matters upon which stockholders are entitled to vote and shall not be entitled to any preference in the distribution of dividends or assets.

ARTICLE V

Incorporator

The name and mailing address of the incorporator of the Corporation is Robert V. Cahill, 19th Floor, 1901 Avenue of the Stars, Los Angeles, California 90067.

ARTICLE VI

Business and Affairs of the Corporation

SECTION 1. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the by-laws of the Corporation, except as otherwise required by the laws of the State of Delaware.

2

SECTION 2. The initial number of directors of the Corporation shall be three, but may be changed from time to time in the manner provided in the by-law of the Corporation.

SECTION 3. Elections of directors need not be by written ballot unless the by-laws of the Corporation shall so provide.

SECTION 4. Any director or any officer of the Corporation elected or appointed by its stockholders or directors may be removed at any time in such manner as shall be provided in the by-laws, except as otherwise provided by law.

SECTION 5. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Corporation, in the by-laws, may authorize and empower the Board of Directors to make, alter, amend or repeal the by-laws in any manner not inconsistent with the laws of the State of Delaware or this Certificate of Incorporation; the stockholders of the Corporation entitled to vote, however, retain the power to alter, amend, or repeal the by-laws.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make

3

this certificate, hereby declaring and certifying, under penalties of perjury, that this is my act and deed and the acts herein stated are true, and accordingly have hereunto set my hand this 26 day of April 1985.

/s/    ROBERT V. CAHILL        

Robert V. Cahill

Incorporator

4

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation”) is:

“LOEWS AKRON CINEMAS, INC.”

2. The registered office of the corporation within the State of Delaware is hereby changed to 229 South State Street, City of Dover 19901, County of Kent.

3. The registered agent of the corporation within the State of Delaware is hereby changed to The Prentice-Hall Corporation System, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

4. The corporation has authorized the changes hereinbefore set forth by the written consent of the sole shareholder of the corporation.

Signed on February [    ], 1988

/s/    SEYMOUR K. SMITH        

SEYMOUR K. SMITH

Senior Vice President; Secretary

Attest:

/s/    FRANK MICHAELS        

FRANK MICHAELS

Vice President; Treasurer

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/21/2002

020188717 – 2060561

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

Loews Akron Cinemas, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: In accordance with Section 303 of the General Corporation Law of the State of Delaware, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40359, confirmed and approved on March 1, 2002.

SECOND: That the Certificate of Incorporation of this corporation be amended by adding the following sentence to Article Four, Section Three:

“In accordance with Section 1123(a)(6) of the Bankruptcy code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

THIRD: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on March 21, 2002.

IN WITNESS WHEREOF, said Loews Akron Cinemas, Inc. has caused this certificate to be signed by Bryan Berndt, its Vice President, this 21st day of March, 2002, under penalty of perjury that this Certificate is the act and deed of this Corporation and that the facts stated herein are true.

Loews Akron Cinemas, Inc.
By:	/s/    BRYAN BERNDT
	Bryan Berndt Vice President

EX-3.2.13

Exhibit 3.2.13

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

CHARTWELL ARLINGTON, INC.

Adopted in accordance with the provisions

of Section 242 of the General Corporation

Law of the State of Delaware

We, Bernard Myerson, President, and Seymour Smith, Assistant Secretary, of Chartwell Arlington, Inc., a corporation existing under the laws of the State of Delaware, do hereby certify as follows:

FIRST: That the Certificate of Incorporation of said corporation has been amended as follows:

By striking out the whole of ARTICLE I thereof as it now exists and inserting in lieu and instead thereof a new ARTICLE I, reading as follows:

ARTICLE I

Name

“The name of the corporation (hereinafter called the ‘Corporation’) is LOEWS ARLINGTON CINEMAS, INC.”

SECOND: That such amendment has been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware by the unanimous written

consent of all of the stockholders entitled to vote in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, we have signed this certificate this 10th day of November 1985.

by	/s/    Illegible
	President

Attest:

/s/    Illegible        

Assistant Secretary

CERTIFICATE OF INCORPORATION

OF

CHARTWELL ARLINGTON, INC.

ARTICLE I

Name

The name of the corporation (hereinafter called the “Corporation”) is Chartwell Arlington, Inc.

ARTICLE II

Registered Office and Registered Agent

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

ARTICLE III

Business or Purposes to Be

Conducted or Promoted

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV

Capital Stock

SECTION 1. The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000, all of which shall be shares of Common Stock, par value $1.00 per share.

SECTION 2. The holders of the Common Stock shall be entitled to one vote per share on all matters upon which stockholders are entitled to vote and shall not be entitled to any preference in the distribution of dividends or assets.

ARTICLE V

Incorporator

The name and mailing address of the incorporator of the Corporation is Robert V. Cahill, 19th Floor, 1901 Avenue of the Stars, Los Angeles, California 90067.

ARTICLE VI

Business and Affairs of the Corporation

SECTION 1. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the by-laws of the Corporation, except as otherwise required by the laws of the State of Delaware.

SECTION 2. The initial number of directors of the Corporation shall be three, but may be changed from time to time in the manner provided in the by-laws of the Corporation.

SECTION 3. Elections of directors need not be by written ballot unless the by-laws of the Corporation shall so provide.

SECTION 4. Any director or any officer of the Corporation elected or appointed by its stockholders or directors may be removed at any time in such manner as shall be provided in the by-laws, except as otherwise provided by law.

SECTION 5. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Corporation, in the by-laws, may authorize and empower the Board of Directors to make, alter, amend or repeal the by-laws in any manner not inconsistent with the laws of the State of Delaware or this Certificate of Incorporation; the stockholders of the Corporation entitled to vote, however, retain the power to alter, amend or repeal the by-laws.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make

3

this certificate, hereby declaring and certifying, under penalties of perjury, that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 26 day of April 1985.

/s/    ROBERT V. CAHILL        

Robert V. Cahill

Incorporator

4

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

Loews Arlington Cinemas, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: In accordance with Section 303 of the General Corporation Law of the State of Delaware, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40361, confirmed and approved on March 1, 2002.

SECOND: That the Certificate of Incorporation of this corporation be amended by adding the following sentence to Article Four, Section Three:

“In accordance with Section 1123(a)(6) of the Bankruptcy code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

THIRD: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on March 21, 2002.

IN WITNESS WHEREOF, said Loews Arlington Cinemas, Inc. has caused this certificate to be signed by Bryan Berndt, its Vice President, this 21st day of March, 2002, under penalty of perjury that this Certificate is the act and deed of this Corporation and that the facts stated herein are true.

Loews Arlington Cinemas, Inc.
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/21/2002

020188719 – 2060566

EX-3.2.14

Exhibit 3.2.14

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

CHARTWELL BAY TERRACE, INC.

Adopted in accordance with the provisions

of Section 242 of the General Corporation

Law of the State of Delaware

We, Bernard Myerson, President, and Seymour Smith, Assistant Secretary, of Chartwell Bay Terrace, Inc., a corporation existing under the laws of the State of Delaware, do hereby certify as follows:

FIRST: That the Certificate of Incorporation of said corporation has been amended as follows:

By striking out the whole of ARTICLE I thereof as it now exists and inserting in lieu and instead thereof a new ARTICLE I, reading as follows:

ARTICLE I

Name

“The name of the corporation (hereinafter called the ‘Corporation’) is LOEWS BAY TERRACE CINEMAS, INC.”

SECOND: That such amendment has been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware by the unanimous written

consent of all of the stockholders entitled to vote in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, we have signed this certificate this 20 day of November 1985.

by	/s/    Illegible
	President

Attest:
	/s/    Illegible
	Assistant Secretary

CERTIFICATE OF INCORPORATION

OF

CHARTWELL BAY TERRACE, INC.

ARTICLE I

Name

The name of the corporation (hereinafter called the “Corporation”) is Chartwell Bay Terrace, Inc.

ARTICLE II

Registered Office and Registered Agent

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

ARTICLE III

Business or Purposes to Be Conducted or Promoted

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV

Capital Stock

SECTION 1. The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000, all of which shall be shares of Common Stock, par value $1.00 per share.

SECTION 2. The holders of the Common Stock shall be entitled to one vote per share on all matters upon which stockholders are entitled to vote and shall not be entitled to any preference in the distribution of dividends or assets.

ARTICLE V

Incorporator

The name and mailing address of the incorporator of the Corporation is Robert V. Cahill, 19th Floor, 1901 Avenue of the Stars, Los Angeles, California 90067.

ARTICLE VI

Business and Affairs of the Corporation

SECTION 1. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the by-laws of the Corporation, except as otherwise required by the laws of the State of Delaware.

2

SECTION 2. The initial number of directors of the Corporation shall be three, but may be changed from time to time in the manner provided in the by-laws of the Corporation.

SECTION 3. Elections of directors need not be by written ballot unless the by-laws of the Corporation shall so provide.

SECTION 4. Any director or any officer of the Corporation elected or appointed by its stockholders or directors may be removed at any time in such manner as shall be provided in the by-laws, except as otherwise provided by law.

SECTION 5. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Corporation, in the by-laws, may authorize and empower the Board of Directors to make, alter, amend or repeal the by-laws in any manner not inconsistent with the laws of the State of Delaware or this Certificate of Incorporation; the stockholders of the Corporation entitled to vote, however, retain the power to alter, amend or repeal the by-laws.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make

3

this certificate, hereby declaring and certifying, under penalties of perjury, that this is my act and deed and the acts herein stated are true, and accordingly have hereunto set my hand this 26 day of April 1985.

/s/    ROBERT V. CAHILL        

Robert V. Cahill

Incorporator

4

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/21/2002

020188722 – 2060554

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

Loews Bay Terrace Cinemas, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: In accordance with Section 303 of the General Corporation Law of the State of Delaware, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40367, confirmed and approved on March 1, 2002.

SECOND: That the Certificate of Incorporation of this corporation be amended by adding the following sentence to Article Four, Section Three:

“In accordance with Section 1123(a)(6) of the Bankruptcy code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

THIRD: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on March 21, 2002.

IN WITNESS WHEREOF, said Loews Bay Terrace Cinemas, Inc. has caused this certificate to be signed by Bryan Berndt, its Vice President, this 21st day of March, 2002, under penalty of perjury that this Certificate is the act and deed of this Corporation and that the facts stated herein are true.

Loews Bay Terrace Cinemas, Inc.
By:	/s/    BRYAN BERNDT
	Bryan Berndt Vice President

EX-3.2.15

Exhibit 3.2.15

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

CHARTWELL BEREA, INC.

Adopted in accordance with the provisions

of Section 242 of the General Corporation

Law of the State of Delaware

We, Bernard Myerson, President, and Seymour Smith, Assistant Secretary, of Chartwell Berea, Inc., a corporation existing under the laws of the State of Delaware, do hereby certify as follows:

FIRST: That the Certificate of Incorporation of said corporation has been amended as follows:

By striking out the whole of ARTICLE I thereof as it now exists and inserting in lieu and instead thereof a new ARTICLE I, reading as follows:

ARTICLE I

Name

“The name of the corporation (hereinafter called the ‘Corporation’) is LOEWS BEREA CINEMAS, INC.”

SECOND: That such amendment has been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware by the unanimous written

consent of all of the stockholders entitled to vote in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, we have signed this certificate this 20 day of November 1985.

by	/s/    Illegible
	President

Attest:

/s/    Illegible        

Assistant Secretary

CERTIFICATE OF INCORPORATION

OF

CHARTWELJ BEREA, INC.

ARTICLE I

Name

The name of the corporation (hereinafter called the “Corporation”) is Chartwell Berea, Inc.

ARTICLE II

Registered Office and Registered Agent

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

ARTICLE III

Business or Purposes to Be

Conducted or Promoted

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV

Capital Stock

SECTION 1. The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000, all of which shall be shares of Common Stock, par value $1.00 per share.

SECTION 2. The holders of the Common Stock shall be entitled to one vote per share on all matters upon which stockholders are entitled to vote and shall not be entitled to any preference in the distribution of dividends or assets.

ARTICLE V

Incorporator

The name and mailing address of the incorporator of the Corporation is Robert V. Cahill, 19th Floor, 1901 Avenue of the Stars, Los Angeles, California 90067.

ARTICLE VI

Business and Affairs of the Corporation

SECTION 1. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the by-laws of the Corporation, except as otherwise required by the laws of the State of Delaware.

2

SECTION 2. The initial number of directors of the Corporation shall be three, but may be changed from time to time in the manner provided in the by-laws of the Corporation.

SECTION 3. Elections of directors need not be by written ballot unless the by-laws of the Corporation shall so provide.

SECTION 4. Any director or any officer of the Corporation elected or appointed by its stockholders or directors may be removed at any time in such manner as shall be provided in the by-laws, except as otherwise provided by law.

SECTION 5. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Corporation, in the by-laws, may authorize and empower the Board of Directors to make, alter, amend or repeal the by-laws in any manner not inconsistent with the laws of the State of Delaware or this Certificate of Incorporation; the stockholders of the Corporation entitled to vote, however, retain the power to alter, amend or repeal the by-laws.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make

3

this certificate, hereby declaring and certifying, under penalties of perjury, that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 26 day of April 1985.

/s/    ROBERT V. CAHILL        

Robert V. Cahill

Incorporator

4

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/21/2002

020188725 – 2060564

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

Loews Berea Cinemas, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: In accordance with Section 303 of the General Corporation Law of the State of Delaware, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40369, confirmed and approved on March 1, 2002.

SECOND: That the Certificate of Incorporation of this corporation be amended by adding the following sentence to Article Four, Section Three:

“In accordance with Section 1123(a)(6) of the Bankruptcy code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

THIRD: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on March 21, 2002.

IN WITNESS WHEREOF, said Loews Berea Cinemas, Inc. has caused this certificate to be signed by Bryan Berndt, its Vice President, this 21st day of March, 2002, under penalty of perjury that this Certificate is the act and deed of this Corporation and that the facts stated herein are true.

Loews Berea Cinemas, Inc.
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President

EX-3.2.16

Exhibit 3.2.16

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 10/22/1999

991449796 – 2871913

Amended and Restated

Certificate of Incorporation

of

LTM Spanish Holdings Inc.

LTM Spanish Holdings Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

FIRST: The name of the corporation is LTM Spanish Holdings Inc. (the “Corporation”). The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 16, 1998.

SECOND: This Amended and Restated Certificate of Incorporation, which both restates and amends the original Certificate of Incorporation as heretofore amended, has been duly adopted pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “GCL”) and by written consent of the sole stockholder of the Corporation in accordance with Section 228 of the GCL.

THIRD: The text of the Corporation’s Certificate of Incorporation as heretofore amended or supplemented is hereby restated and further amended to read in its entirety as follows:

ARTICLE I

The name of the Corporation is Loews Cineplex International Holdings, Inc.

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is 1013 Centre Road in the City of Wilmington, County of New Castle, Delaware 19805. The name of the registered agent at such address is Corporation Service Company.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the GCL.

IN WITNESS WHEREOF, I have hereunto set my hand this 22^nd day of October, 1999 and I affirm that the foregoing certificate is my act and deed and that the facts therein are true.

LTM SPANISH HOLDINGS INC.
By:	/s/    JOHN C. MCBRIDE, JR.
	John C. McBride, Jr. Senior Vice President and General Counsel

- 3 -

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/21/2002

020188726 – 2811913

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

Loews Cineplex International Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: In accordance with Section 303 of the General Corporation Law of the State of Delaware, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40403, confirmed and approved on March 1, 2002.

SECOND: That the Certificate of Incorporation of this corporation be amended by adding the following sentence to Article Four:

“In accordance with Section 1123(a)(6) of the Bankruptcy code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

THIRD: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on March 21, 2002.

IN WITNESS WHEREOF, said Loews Cineplex International Holdings, Inc. has caused this certificate to be signed by Bryan Berndt, its Vice President, this 21st day of March, 2002, under penalty of perjury that this Certificate is the act and deed of this Corporation and that the facts stated herein are true.

Loews Cineplex International Holdings, Inc.
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President

EX-3.2.17

Exhibit 3.2.17

RESTATED CERTIFICATE OF INCORPORATION

OF

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

Loews Cineplex Entertainment Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1. The name of the Corporation is Loews Cineplex Entertainment Corporation, and the name under which the Corporation was originally incorporated is LTM Holdings, Inc. The date of filing of its original Certificate of Incorporation with the Secretary of State was October 31, 1986.

2. This Restated Certificate of Incorporation restates and integrates and further amends the Certificate of Incorporation of the Corporation in its entirety.

3. The text of the Certificate of Incorporation as amended or supplemented heretofore is further amended hereby to read as herein set forth in full.

ARTICLE FIRST

The name of the corporation (the “Corporation”) is “Loews Cineplex Entertainment Corporation”.

ARTICLE SECOND

The address of the Corporation’s registered office in the State of Delaware is 615 South DuPont Highway, Dover, Delaware (Kent County). The name of its registered agent at such address is National Corporate Research, Ltd.

ARTICLE THIRD

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”).

ARTICLE FOURTH

Section 1. The aggregate number of shares of stock (the “Stock”) which the Corporation shall have authority to issue is 335,000 shares, of which (i) 25,000 shares shall be preferred stock, par value $0.01 per share (the “Preferred Stock”), (ii) 250,000 shares shall be Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), and (iii) 60,000 shares shall be Class B Common Stock, par value $0.01 per share (the “Class B Common Stock” and, collectively with the Class A Common Stock, the “Common Stock”). All of such shares of Stock shall be issued as fully paid and non-assessable shares, and the holder thereof shall not be liable for any further payments in respect thereof.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:00 PM 03/21/2002

020188377 – 2106044

Section 2. The preferences, designations and relative rights of the shares of each class of Stock and the qualifications, limitations or restrictions thereof shall be as follows:

A. Preferred Stock.

1. The shares of Preferred Stock may be issued from time to time and in one or more series of any number of shares; provided, that the aggregate number of shares issued and not canceled of any and all such series shall not exceed the total number of shares of Preferred Stock hereinabove authorized. The shares of Preferred Stock may be so issued with such powers, preferences, rights and qualifications, limitations or restrictions thereof, and such distinctive serial designations, all as shall hereafter be stated and expressed in the resolution or resolutions adopted by the Board of Directors of the Corporation (the “Board of Directors”) providing for the issue of such shares of Preferred Stock from time to time pursuant to authority to do so which is hereby vested in the Board of Directors.

2. Each series of shares of Preferred Stock may (a) have such voting rights or powers, full or limited, or may be without voting rights or powers; (b) be subject to redemption at such time or times, under such circumstances and at such prices; (c) be entitled to receive dividends (which may be cumulative or non-cumulative) at such rate or rates, in such form or forms, on such conditions and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or series of stock; (d) have such rights to payment or otherwise upon the voluntary or involuntary liquidation, winding up or dissolution of, or upon any distribution of the assets of, the Corporation; (e) be made convertible into or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation at such price or prices or at such rates of exchange and with such adjustments; (f) be entitled to the benefit of a sinking fund to be applied to the purchase or redemption of shares of such series in such amount or amounts; (g) be entitled to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary thereof, upon the issue of any additional shares (including additional shares of such series or of any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Corporation or any subsidiary thereof of, any outstanding shares of the Corporation; and (h) have any such other relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof; all as shall be stated in the resolution or resolutions adopted by the Board of Directors providing for the issue of such shares of Preferred Stock.

3. Any of the voting powers, designations, preferences, rights and qualifications, limitations or restrictions of any such series of Preferred Stock may be made dependent upon facts ascertainable outside of the resolution or resolutions adopted by the Board of Directors providing for the issue of such Preferred Stock pursuant to the authority vested in the Board of Directors by this Section 2A of Article Fourth; provided, that the manner in which such facts shall operate upon the voting powers, designations, preferences, rights and qualifications, limitations or restrictions of such series of Preferred Stock is clearly and expressly set forth in the resolution or resolutions providing for the issue of such Preferred Stock. The term “facts” as used in the immediately preceding sentence shall have the meaning given to it in Section 151(a) of the DGCL.

4. Shares of Preferred Stock of any series that have been redeemed (whether through the operation of a sinking fund or otherwise) or that, if convertible or exchangeable have been converted into or exchanged for shares of any other class or classes of stock, shall have the status of authorized and unissued shares of Preferred Stock undesignated as to series, and may be reissued as a part of the series of which they were originally a part or as part of a new series of shares of Preferred Stock to be created by resolution or resolutions of the Board of Directors or as part of any other series of shares of Preferred Stock, all subject to any conditions or restrictions on issuance set forth in the resolution or resolutions adopted by the Board of Directors providing for the issue of any series of shares of Preferred Stock.

B. Common Stock.

Except as otherwise provided in this Section 2B of Article Fourth or as otherwise required by applicable law, all shares of Class A Common Stock and Class B Common Stock shall be identical in all respects and shall entitle the holders thereof to the same rights and privileges, subject to the same qualifications, limitations and restrictions.

1. Voting Rights. Except as otherwise provided in this Section 2B of Article Fourth or as otherwise required by applicable law, holders of Class A Common Stock shall be entitled to one (1) vote per share of Class A

-2-

Common Stock on all matters to be voted on by the stockholders of the Corporation, and the holders of Class B Common Stock shall be entitled to twenty (20) votes per share of Class B Common Stock on all such matters. Except as otherwise required by applicable law, the holders of Class A Common Stock and Class B Common Stock shall vote together as a single class on all matters to be voted on by the stockholders of the Corporation.

2. Dividends. Subject to the rights of any series of Preferred Stock, dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the Corporation legally available for the payment of dividends, and the holders of Class A Common Stock and Class B Common Stock shall be entitled to participate in such dividends ratably on a per share basis; provided, that if dividends are declared which are payable in shares of Class A Common Stock or Class B Common Stock, dividends shall be declared which are payable at the same rate on both classes of Common Stock and the dividends payable in shares of Class A Common Stock shall be payable to holders of that class of Common Stock and the dividends payable in shares of Class B Common Stock shall be payable to holders of that class of Common Stock. Dividends may not be declared with respect to either of the Class A Common Stock or the Class B Common Stock unless dividends payable at the same rate and in the same form (subject to the proviso to the immediately preceding sentence) are simultaneously declared with respect to the other class of Common Stock.

3. Liquidation. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, and after the holders of Preferred Stock shall have been paid in full any amounts to which they shall be entitled in accordance with Section 2A of Article Fourth, the terms of any outstanding series of Preferred Stock and applicable law, then, the remaining net assets of the Corporation shall be distributed to the holders of Common Stock pro rata based on the number of shares held by the holders of the Common Stock, to the exclusion of the holders of such Preferred Stock.

4. Conversion.

4A. Conversion of Class B Common Stock.

Each holder of Class B Common Stock shall be entitled at any time and from time to time to convert any or all of the shares of such holder’s Class B Common Stock into the same number of shares of Class A Common Stock by electing to do so in accordance with the procedures set forth in subsection 4B of this Article Fourth, Section 2B.

4B. Conversion Procedure.

(a) In connection with each conversion of shares of Class B Common Stock into shares of Class A Common Stock, the certificate(s) representing the shares which have been converted or which are to be converted (as applicable) shall be surrendered at the principal office of the Corporation at any time during normal business hours accompanied by a written notice by the holder of such shares stating that the holder desires to convert the shares, or a stated number of the shares, of Class B Common Stock represented by such certificate(s) into a like number of shares of Class A Common Stock.

(b) The issuance of certificates for shares of Class A Common Stock upon conversion of shares of Class B Common Stock will be made without charge to the holders of such shares for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Class A Common Stock.

(c) The Corporation shall at all times and from time to time reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of issuance upon the conversion of the Class B Common Stock, such number of shares of Class A Common Stock as may be issuable upon the conversion of all then outstanding Class B Common Stock. All shares of Class A Common Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Corporation shall take all such actions as may be necessary to assure that all such shares of Class A Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange or automatic quotation system upon which shares of Class A

-3-

Common Stock may be listed or quoted (except for official notice of issuance which will be immediately transmitted by the Corporation upon issuance).

(d) The Corporation shall not close its books against the transfer of shares of Common Stock in any manner which would interfere with the timely conversion of any shares of Class B Common Stock.

5. Stock Splits. If the Corporation in any manner subdivides or combines the outstanding shares of one class of Common Stock, the outstanding shares of the other class of Common Stock shall be proportionately subdivided or combined in a similar manner.

6. Reorganization, Consolidation or Merger. In case of any reorganization or consolidation of the Corporation with one or more other corporations or a merger of the Corporation with another corporation (other than a merger in which the Corporation is the survivor and Common Stock remains outstanding), each holder of a share of Class A Common Stock shall be entitled to receive with respect to such share the same kind and amount of shares of stock and other securities and property (including cash) receivable upon such reorganization, consolidation or merger by a holder of a share of Class B Common Stock and each holder of a share of Class B Common Stock shall be entitled to receive with respect to such share the same kind and amount of shares of stock and other securities and property (including cash) receivable upon such reorganization, consolidation or merger by a holder of a share of Class A Common Stock, provided that the terms of such reorganization, consolidation or merger may provide for the receipt by holders of Class A Common Stock and Class B Common Stock of different classes of common stock of any Person having the same relative rights as the Class A Common Stock and the Class B Common Stock (except that the relative voting power of the shares received by holders of Class A Common Stock and Class B Common Stock may vary as to degree).

C. General Provisions

1. Nonliquidating Events. A consolidation or merger of the Corporation with or into another corporation or corporations or a sale, whether for cash, shares of stock, securities or properties, or any combination thereof, of all or substantially all of the assets of the Corporation, shall not be deemed or construed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Article Fourth.

2. No Preemptive Rights. No holder of Preferred Stock or Common Stock of the Corporation shall be entitled, as such, as a matter of right, to subscribe for or purchase any part of any new or additional issue of stock of any class or series whatsoever or of securities convertible into stock of any class whatsoever, whether now or hereafter authorized and whether issued for cash or other consideration, or by way of dividend.

ARTICLE FIFTH

In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not, and shall not permit any of its subsidiaries existing on March 21, 2002, to, issue nonvoting equity securities prior to March 21, 2003.

ARTICLE SIXTH

The Board of Directors shall have the power to make, alter or repeal the by-laws of the Corporation.

ARTICLE SEVENTH

The election of the Board of Directors need not be by written ballot.

-4-

ARTICLE EIGHTH

The Corporation shall indemnify to the fullest extent permitted by Section 145 of the DGCL each director and officer of the Corporation.

ARTICLE NINTH

No director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director for any act or omission occurring subsequent to the date when this provision becomes effective, except that he or she may be liable (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit.

ARTICLE TENTH

The Corporation elects not to be governed by Section 203 of the DGCL.

*    *    *    *    *

-5-

4. In accordance with Section 303 of the General Corporation Law of the State of Delaware, this Restated Certificate of Incorporation was made pursuant to provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of the Corporation confirming a plan of reorganization of the Corporation.

IN WITNESS WHEREOF, the undersigned John C. McBride, Jr., the Vice President of Loews Cineplex Entertainment Corporation, affirms this 21st day of March, 2002 under penalty of perjury that this Certificate is the act and deed of the Corporation and that the facts stated herein are true.

/s/    Illegible
Name:
Title:	Vice President of Loews Cineplex Entertainment Corporation

-6-

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 08/12/2002

020510395 – 2106044

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

Pursuant to Section 242 of the Delaware General Corporation Law:

The undersigned corporation (the “Corporation”), in order to amend its Certificate of Incorporation (as previously amended, the “Certificate of Incorporation”) hereby certifies as follows:

FIRST:	The name of the Corporation is: Loews Cineplex Entertainment Corporation.
SECOND:	The name under which the Corporation was originally incorporated is LTM Holdings, Inc. The date of filing of its original Certificate of Incorporation with the Secretary of State was October 31, 1986.
THIRD:	The Board of Directors of the Corporation duly adopted a resolution in accordance with Section 242 of the General Corporation Law of the State of Delaware setting forth the amendment proposed herein on August 5, 2002, and declared it advisable that the Certificate of Incorporation of the Corporation be amended to change the aggregate number of shares of stock which the Corporation shall have authority to issue. The amendment effected herein was authorized on August 5, 2002 by the consent, in writing, setting forth the action so taken, signed by the holders of all of the outstanding stock entitled to vote thereon pursuant to Section 228 of the General Corporation Law of the State of Delaware.
FOURTH:	The Corporation hereby amends its Certificate of Incorporation as follows:

Section 1 of Article Fourth of the Certificate of Incorporation, relating to the number of shares of stock which the Corporation shall have authority to issue, is hereby amended to read as follows:

“Section 1. The aggregate number of shares of stock (the “Stock”) which the Corporation shall have authority to issue is 345,000 shares, of which (i) 25,000 shares shall be preferred stock, par value $0.01 per share (the “Preferred Stock”), (ii) 250,000 shares shall be Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), and (iii) 70,000 shares

shall be Class B Common Stock, par value $0.01 per share (the “Class B Common Stock” and, collectively with the Class A Common Stock, the “Common Stock”). All of such shares of Stock shall be issued as fully paid and non-assessable shares, and the holder thereof shall not be liable for any further payments in respect thereof.”

FIFTH:	The Corporation hereby certifies that the foregoing amendment to the Corporation’s Certificate of Incorporation was duly adopted in accordance with Section 242(b)(1) of the General Corporation Law of the State of Delaware.
SIXTH:	This amendment to the Certificate of Incorporation shall be effective on and as of the date of filing of this Certificate of Amendment with the office of the Secretary of State of the State of Delaware and recording with the Recorder of Deeds of New Castle County.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as the act and deed of the Corporation, and affirms that the statements made herein are true under the penalties of perjury, this 9^th day of August, 2002.

LOEWS CINEPLEX ENTERTAINMENT CORPORATION
By:	/s/    JOHN C. MCBRIDE. JR.
Name:	John C. McBride. Jr.
Title:	Senior Vice President & General Counsel

2

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 10/23/2002

020654376 – 2106044

AGREEMENT OF MERGER

This AGREEMENT OF MERGER (this “Agreement”) is dated as of October 23, 2002, by and among Loews Cineplex Entertainment Corporation, a Delaware corporation (“Loews”), LC_C Corp., a Delaware corporation (“Holdco”), and Loews Merger Company, a Delaware corporation (“Mergeco”).

The Boards of Directors of Loews and Mergeco have determined that it is advisable and in the best interests of their respective stockholders for Mergeco to merge with and into Loews with the result that Loews shall be the surviving corporation (the “Merger”), upon the terms and conditions set forth herein and in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”).

Loews was incorporated in the State of Delaware under the name LTM Holdings, Inc. on October 31,1986. Its authorized capital stock consists of 345,000 shares, of which (i) 25,000 shares are preferred stock, par value $0.01 per share, (ii) 250,000 shares are class A common Stock, par value $0.01 per share (the “Loews Class A Common Stock”), and (iii) 70,000 shares are class B common stock, par value $0.01 per share (the “Loews Class B Common Stock” and, collectively with the Loews Class A Common Stock, the “Loews Common Stock”). Pursuant to Section 251 (g) of the DGCL, no vote of stockholders of Loews is necessary to authorize the Merger.

Mergeco was incorporated in the State of Delaware on October 7, 2002. Its authorized capital stock consists of 1,000 shares of common stock, par value $0.01 per share (the “Mergeco Common Stock”). As of the date hereof, Mergeco has issued and outstanding one share of Mergeco Common Stock, which is held by Holdco.

It is, therefore, agreed as follows:

1. As soon as practicable after this Agreement has been executed by the parties hereto, it shall be certified, signed and acknowledged in accordance with the laws of the State of Delaware. It shall then be filed in the office of the Secretary of State of Delaware. The term “Effective Date” as used herein shall mean the date and time on which this Agreement is filed with the Secretary of State of Delaware.

2. On the Effective Date, Mergeco shall be merged into Loews and the separate corporate existence of Mergeco shall cease. Loews shall be the surviving corporation, under the name “Loews Cineplex Theatres, Inc.,” and shall continue to be governed by the laws of the State of Delaware.

3. The Certificate of Incorporation of Loews in effect on the Effective Date shall continue as the Certificate of Incorporation of the surviving corporation; provided, however, that the amendments to the Certificate of Incorporation of the surviving corporation set forth on Schedule 3 shall be effected by the Merger. The by-laws of Loews in effect on the Effective Date shall

continue as the by-laws of the surviving corporation. The officers and directors of Loews in office on the Effective Date shall continue to hold their respective positions with the surviving corporation.

4. Each share of Loews Class A Common Stock that is issued and outstanding on the Effective Date shall cease to be outstanding and shall be exchanged for one share of class A common stock, par value $0.01 per share (the “Holdco Class A Common Stock”), of Holdco. Each share of Loews Class B Common Stock that is issued and outstanding on the Effective Date shall cease to be outstanding and shall be exchanged for one share of class B common stock, par value $0.01 per share (the “Holdco Class B Common Stock” and, together with the Holdco Class A Common Stock, the “Holdco Common Stock”), of Holdco. The shares of Loews Class A Common Stock and Loews Class B Common Stock that are so exchanged in the Merger shall revert to shares of authorized but unissued shares of class A common stock, par value $0.01 per share (the “Surviving Class A Common Stock”), and class B common stock, par value $0.01 per share (the “Surviving Class B Common Stock”), respectively, of the surviving corporation.

5. Pursuant to letter agreements, each dated as of March 21, 2002, between 1363880 Ontario Inc. (“Onex”) and OCM Cinema Holdings, LLC (“OCM Cinema”). Loews it obligated to issue warrants to Onex and OCM Cinema exercisable into 727 and 1,575 shares of Loews Class A Common Stock, respectively. On and after the Effective Date, such warrants shall be exercisable into 727 and 1,575 shares of Holdco class A Common Stock, respectively, subject to adjustment as provided in the Warrant Agreements governing such warrants.

6. The one share of Mergeco Common Stock that is issued and outstanding on the Effective Date shall be converted into and become one issued and outstanding share of Surviving Class A Common Stock. On the Effective Date, the surviving corporation shall issue 42,558 shares of Surviving Class A Common Stock and 63,588 shares of Surviving Class B Common Stock to Holdco, in consideration for Holdco’s issuance of the Holdco Common Stock to (the former holders of Loews Common Stock pursuant to paragraph 4 above.

7. Each share of Holdco Common Stock that is issued and outstanding prior to the Effective Date shall be canceled and shall cease to be outstanding.

8. Immediately following the Effective Date, Holdco shall amend its Certificate of Incorporation to change its name to “Loews Cineplex Entertainment Corporation.” Pursuant to Section 251(g) of the DGCL, from and after the Effective Date, the shares of Holdco Common Stock into which the shares of Loews Common Stock are converted in the Merger shall be represented by the stock certificates that previously represented the Loews Common Stock.

9. This Agreement may be abandoned or terminated prior to the filing thereof with the Secretary of State of Delaware by resolution duly adopted by the respective Boards of Directors of the constituent corporations.

* * * * *

2

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.

LOEWS CINEPLEX ENTERTAINMENT CORPORATION
By:	/S/    TRAVIS REID
Name:	Travis Reid
Title:	President & CEO

ATTEST:

/S/    JOHN C. MCBRIDE, JR.        

John C. McBride, Jr.

Secretary

LOEWS MERGER COMPANY
By:	/S/    TRAVIS REID
Name:	Travis Reid
Title:	President & CEO

ATTEST:

/S/    JOHN C. MCBRIDE, JR.        

John C. McBride, Jr.

Secretary

3

LCEC CORP.
By:	/S/    TRAVIS REID
Name:	Travis Reid
Title:	President & CEO

ATTEST:

/S/    JOHN C. MCBRIDE, JR.        

John C. McBride, Jr.

Secretary

4

Schedule 3

Amendments to Certificate of Incorporation

The following amendments to the Certificate of lncorporation of the surviving corporation shall be effected by the Merger:

1. Article First shall be amended to read in its entirety as follows:

“The name of the corporation (the “Corporation”) is “Loews Cineplex Theatres, Inc.”

2. Section 2.B.1. of Article Fourth shall be amended to add the following paragraph:

“Any act or transaction by or involving the Corporation, other than the election or removal of directors, that requires for its adoption under the DGCL or the Certificate of Incorporation of the Corporation the approval of the stockholders of the Corporation shall, pursuant to Section 251(g) of the DGCL, require, in addition, the approval of the stockholders of LCEC Corp. (or any successor by merger), by the same vote as is required by the DGCL and/or by the Certificate of lncorporation of the Corporation.”

EX-3.2.18

Exhibit 3.2.18

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 10/07/2002

020620634 – 3577145

CERTIFICATE OF INCORPORATION

OF

LOEWS CINEPLEX THEATRES HOLDCO, INC.

1. The name of the corporation is “Loews Cineplex Theatres Holdco, Inc.” (the “Corporation”).

2. The address of the Corporation’s registered office in Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. Corporation Service Company is the Corporation’s registered agent at that address.

3. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

4. The Corporation shall have authority to issue a total of 1,000 shares of common stock of the par value of $0.01 per share.

5. The name of the sole incorporator is Jonathan Jaffe and his mailing address is c/o Kaye Scholer LLP, 425 Park Avenue, New York, New York 10022.

6. The Board of Directors shall have the power to make, alter or repeal the by-laws of the Corporation.

7. The election of the Board of Directors need not be by written ballot.

8. The Corporation shall indemnify to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware as amended from time to time each person that such Section grants the Corporation the power to indemnify.

9. No director shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director for any act or omission occurring subsequent to the date on which this provision becomes effective, except that he maybe liable (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit.

10. The Corporation elects not to be governed by Section 203 of the Delaware General Corporation Law.

Dated: October 7, 2002	/s/    JONATHAN JAFFE
	Jonathan Jaffe
	Sole Incorporator

EX-3.2.19

Exhibit 3.2.19

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 08/09/2002

020507209 – 3557085

CERTIFICATE OF FORMATION

OF

LOEWS CINEPLEX U.S. CALLCO, LLC

Under Section 18-201 of the Delaware Limited Liability Company Act:

1. Name. The name of the limited liability company is Loews Cineplex U.S. Callco, LLC.

2. Registered Office; Agent. The address of the registered office of the limited liability company required to be maintained by Section 18-104(1) of the Delaware Limited Liability Company Act is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware (New Castle County) 19808. The name of the registered agent at such address for service of process required to be maintained by Section 18-104(2) of the Act is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on this 9th day of August, 2002.

/s/    Illegible        

Illegible

Authorized Person

EX-3.2.20

Exhibit 3.2.20

CERTIFICATE OF FORMATION

OF

LOEWS GARDEN STATE CINEMAS, LLC

1. Name. The name of the limited liability company formed hereby is Loews Garden State Cinemas, LLC (the “Company”).

2. Registered Office. The address of the registered agent of the Company in the State of Delaware is 1013 Centre Road, Wilmington, New Castle County, Delaware, 19805-1297. The name of the registered agent of the Company at such address is Corporation Service Company.

3. Purposes. The purposes and powers of the Company shall be to carry on and engage in any and all lawful activities permitted under the Delaware Limited Liability Company Act.

4. Authorized Person. The name and address of the authorized person is Judi Olsen, 711 Fifth Avenue, 11^th Floor, New York, New York, 10022. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Loews Garden State Cinemas, LLC this 13^th day of March, 2000.

/s/ Judi Olsen

Judi Olsen

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF FORMATION

OF

LOEWS GARDEN STATE CINEMAS, LLC

1. The name of the limited liability company is Loews Garden State Cinemas, LLC (the “Company”).

2. The Certificate of Formation of the Company is hereby amended by adding the following:

5. In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Company shall not issue non-voting membership interests prior to March 21, 2003.

IN WITNESS WHEREOF, Bryan Berndt, the Vice President of Plitt Theatres, Inc., its sole member, has executed this Certificate of Amendment to the Certificate of Formation of Loews Garden State Cinemas, LLC, this 21st day of March, 2002.

By:	Plitt Theatres, Inc., its sole member
/s/ Bryan Berndt
Bryan Berndt
Vice President

EX-3.2.21

Exhibit 3.2.21

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LOEWS GREENWOOD CINEMAS, INC.

Loews Greenwood Cinemas, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:

By unanimous consent of the Board of Directors of the Corporation, a resolution was duly adopted, pursuant to Sections 141 and 242 of the General Corporation Law of the State of Delaware, setting forth an amendment to the Certificate of Incorporation of the Corporation and declaring said amendment to be advisable. The stockholders of the Corporation duly approved said proposed amendment by consent in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware. The resolution setting forth the amendment is as follows:

Resolved, that the Certificate of Incorporation of the Corporation be amended by altering the Article thereof numbered “Third” so that, as amended, said Article shall be and read as follows:

Third: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

[The remainder of this page is left intentionally blank.]

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:56 PM 07/28/2004

FILED 01:20 PM 07/28/2004

SRV 040552306 – 0789918 FILE

IN WITNESS WHEREOF, Loews Greenwood Cinemas, Inc. has caused this Certificate of Amendment of Certificate of Incorporation to be executed by its Senior Vice President, this 27^th day of July, 2004.

/s/    MICHAEL POLITI        

Senior Vice President

Michael Politi

Senior Vice President & Corporate Counsel

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LOEWS CENTURY, INC.

Adopted in accordance with the provisions

of Section 242 of the General Corporation

Law of the State of Delaware

We, Bernard Myerson, President, and Seymour H. Smith, Assistant Secretary, of Loews Century, Inc., a corporation existing under the laws of the State of Delaware, do hereby certify as follows:

FIRST: That the Certificate of Incorporation of said corporation has been amended as follows:

By striking out the whole of Article FIRST thereof as it now exists and inserting in lieu and instead thereof a new Article FIRST, reading as follows:

“FIRST: The name of the corporation (hereinafter called the “corporation”) is

Loews Greenwood Cinemas, Inc.”

SECOND: That such amendment has been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware by the unanimous written consent of all of the stockholders entitled to vote in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, we have signed this certificate this 30th day of September, 1980.

	/s/    BERNARD MYERSON
	Bernard Myerson
	President
ATTEST:	/s/    SEYMOUR H. SMITH
	Seymour H. Smith
	Assistant Secretary

- 2 -

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/21/2002

020188733 – 0789918

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

Loews Greenwood Cinemas, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: In accordance with Section 303 of the General Corporation Law of the State of Delaware, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al. case number 01-40563, confirmed and approved on March 1, 2002.

SECOND: That the Certificate of Incorporation of this corporation be amended by adding the following sentence to Article Four:

“In accordance with Section 1123(a)(6) of the Bankruptcy code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

THIRD: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on March 21, 2002.

IN WITNESS WHEREOF, said Loews Greenwood Cinemas, Inc. has caused this certificate to be signed by Bryan Berndt, its Vice President, this 21st day of March, 2002, under penalty of perjury that this Certificate is the act and deed of this Corporation and that the facts stated herein are true.

Loews Greenwood Cinemas, Inc.
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President

EX-3.2.22

Exhibit 3.2.22

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 10/28/1999

991457165 – 3117684

CERTIFICATE OF FORMATION

OF

LOEWS NORTH VERSAILLES CINEMAS, LLC

1. Name. The name of the limited liability company formed hereby is Loews North Versailles Cinemas, LLC (the “Company”).

2. Registered Office. The address of the registered agent of the Company in the State of Delaware is 1013 Centre Road, Wilmington, New Castle County, Delaware, 19805-1297. The name of the registered agent of the Company at such address is Corporation Service Company.

3. Purposes. The purposes and powers of the Company shall be to carry on and engage in any and all lawful activities permitted under the Delaware Limited Liability Company Act.

4. Authorized Person. The name and address of the authorized person is Michael Politi, 711 Fifth Avenue, 12^th Floor, New York, New York, 10022. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Loews North Versailles Cinemas, LLC this 28th day of October, 1999.

/s/    MICHAEL POLITI         

Michael Politi

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/21/2002

020188738 – 3117684

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF FORMATION

OF

LOEWS NORTH VERSAILLES CINEMAS, LLC

1. The name of the limited liability company is Loews North Versailles Cinemas, LLC (the “Company”).

2. The Certificate of Formation of the Company is hereby amended by adding the following:

5. In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Company shall not issue non-voting membership interests prior to March 21, 2003.

IN WITNESS WHEREOF, Bryan Berndt, the Vice President of Plitt Theatres, Inc., its sole member, has executed this Certificate of Amendment to the Certificate of Formation of Loews North Versailles Cinemas, LLC, this 21st day of March, 2002.

By:   Plitt Theatres, Inc., its sole member

/s/    BRYAN BERNDT        

Bryan Berndt

Vice President

EX-3.2.23

Exhibit 3.2.23

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 10/28/1999

991457148 – 3117676

CERTIFICATE OF FORMATION

OF

LOEWS PLAINVILLE CINEMAS, LLC

1. Name. The name of the limited liability company formed hereby is Loews Plainville Cinemas, LLC (the “Company”).

2. Registered Office. The address of the registered agent of the Company in the State of Delaware is 1013 Centre Road, Wilmington, New Castle County, Delaware, 19805-1297. The name of the registered agent of the Company at such address is Corporation Service Company.

3. Purposes. The purposes and powers of the Company shall be to carry on and engage in any and all lawful activities permitted under the Delaware Limited Liability Company Act.

4. Authorized Person. The name and address of the authorized person is Michael Politi, 711 Fifth Avenue, 12^th Floor, New York, New York, 10022. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Loews Plainville Cinemas, LLC this 28th day of October, 1999.

/s/    MICHAEL POLITI        

Michael Politi

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/21/2002

020188741 – 3117676

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF FORMATION

OF

LOEWS PLAINVILLE CINEMAS, LLC

1. The name of the limited liability company is Loews Plainville Cinemas, LLC (the “Company”).

2. The Certificate of Formation of the Company is hereby amended by adding the following:

5. In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Company shall not issue non-voting membership interests prior to March 21, 2003.

IN WITNESS WHEREOF, Bryan Berndt, the Vice President of Plitt Theatres, Inc., its sole member, has executed this Certificate of Amendment to the Certificate of Formation of Loews Plainville Cinemas, LLC, this 21st day of March 2002.

By:   Plitt Theatres, Inc., its sole member

/s/    BRYAN BERNDT        

Bryan Berndt

Vice President

EX-3.2.24

Exhibit 3.2.24

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

CHARTWELL STONYBROOK, INC.

Adopted in accordance with the provisions

of Section 242 of the General Corporation

Law of the State of Delaware

We, Bernard Myerson, President, and Seymour Smith, Assistant Secretary, of Chartwell Stoneybrook, Inc., a corporation existing under the laws of the State of Delaware, do hereby certify as follows:

FIRST: That the Certificate of Incorporation of said corporation has been amended as follows:

By striking out the whole of ARTICLE I thereof as it now exists and inserting in lieu and instead thereof a new ARTICLE I, reading as follows:

ARTICLE I

Name

“The name of the corporation (hereinafter called the ‘Corporation’) is LOEWS STONYBROOK CINEMAS, INC.”

SECOND: That such amendment has been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware by the unanimous written

consent of all of the stockholders entitled to vote in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, we have signed this certificate this 20 day of November 1985.

by	/s/    BERNARD MYERSON
	President

Attest:

/s/    SEYMOUR SMITH        

Assistant Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/21/2002

020188742 – 2060571

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

Loews Stonybrook Cinemas, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: In accordance with Section 303 of the General Corporation Law of the State of Delaware, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40518, confirmed and approved on March 1, 2002.

SECOND: That the Certificate of Incorporation of this corporation be amended by adding the following sentence to Article Four, Section Three:

“In accordance with Section 1123(a)(6) of the Bankruptcy code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

THIRD: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on March 21, 2002.

IN WITNESS WHEREOF, said Loews Stonybrook Cinemas, Inc. has caused this certificate to be signed by Bryan Berndt, its Vice President, this 21st day of March, 2002, under penalty of perjury that this Certificate is the act and deed of this Corporation and that the facts stated herein are true.

Loews Stonybrook Cinemas, Inc.
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President

EX-3.2.25

	Exhibit 3.2.25
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 05/18/1992
752139054 – 2062403

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

LOEWS THEATRE MANAGEMENT CORP.

THE UNDERSIGNED, Loews Theatre Management Corp., under and pursuant to the provisions of Sections 242 & 245 of the General Corporation Law of the State of Delaware, does hereby amend and restate the certificate of incorporation of the corporation (the original of which was filed with the Secretary of State on May 21, 1985), to read in its entirety as follows:

“FIRST: The name of the corporation is LOEWS THEATRE MANAGEMENT CORP.

SECOND: Its registered office is to be located at 32 Loockerman Square, Suite L-100, in the City of Dover, in the County of Kent, in the State of Delaware. The name of its registered agent at that address is The Prentice-Hall Corporation System, Inc.

THIRD: The purposes of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The aggregate number of shares of stock which the corporation is authorized to issue is One (1000) Thousand, each of which has a par value of One Dollar ($1.00) per share. All such shares are of one class and are Common Stock.

FIFTH: The registered agent of the corporation is the The Prentice-Hall Corporation System, Inc. whose address is 32 Loockerman Square, Suite L-100, Dover, Delaware. The registered agent is the agent of the corporation upon whom process against it may be served.

SIXTH: The By-Laws of the Corporation may be made, altered, amended, changed, added to or repealed by the Board of Directors without the assent or vote of the stockholders. Elections of directors need not be by ballot unless the By-Laws so provide.

SEVENTH: The Corporation shall have the power to indemnify all persons whom it may indemnify pursuant to law, including, without limitation, Section 145 of the Delaware General Corporation Law, as amended from time to time.

EIGHTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of §102 of the General Corporation Law of the State of Delaware as the same may be amended and supplemented.

NINTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.”

The foregoing Amended and Restated Certificate of Incorporation of Loews Theatre Management Corp. was duly adopted in accordance with the provisions of Section 245 of the General Corporation Law of Delaware.

IN WITNESS WHEREOF, said Loews Theatre Management Corp. has caused this certificate to be issued by Seymour H. Smith, its Executive Vice President, and attested by David I. Badain, its Assistant Secretary, this 5th day of May, 1992.

ATTEST:	LOEWS THEATRE MANAGEMENT CORP.
/s/    DAVID I. BADAIN	/s/    SEYMOUR H. SMITH
David I. Badain	Seymour H. Smith
Assistant Secretary	Executive Vice President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 05/18/1994

944088963 – 2062403

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LOEWS THEATRE MANAGEMENT CORP.

Adopted in accordance with the provisions

of Section 242 of the General Corporation

Law of the State of Delaware

We, Seymour H. Smith, Executive Vice President, and David I. Badain, Assistant Secretary of Loews Theatre Management Corp., a corporation existing under the laws of the State of Delaware, do hereby certify as follows:

FIRST: that the Certificate of Incorporation of said corporation has been amended as follows:

By striking out the whole of ARTICLE I thereof as it now exists and inserting in lieu and instead thereof a new ARTICLE I, reading as follows:

ARTICLE I

NAME

The name of the corporation (hereinafter called the “Corporation”) is Sony Theatre Management Corp.”

SECOND: That such amendment has been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware by the unanimous written consent of all of the stockholders entitled to vote in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, we have signed this certificate this 19th day of April, 1994.

By:	/s/    SEYMOUR H. SMITH
	Seymour H. Smith
	Executive Vice President

Attest:

/s/    DAVID I. BADAIN        

David I. Badain

Assistant Secretary

STATE OF NEW YORK	)
	)
COUNTY OF NEW YORK	)

BE IT REMEMBERED, that on April 19, 1994, before me, a Notary Public duly authorized by law to take acknowledgement of deeds, personally came Seymour H. Smith, Executive Vice President of Loews Theatre Management Corp., who duly signed the foregoing instrument before me and acknowledged that such signing is his act and deed, that such instrument as executed in the act and deed of said corporation, and that the facts stated therein are true.

GIVEN under my hand on April 19, 1994.

/s/    EILEEN MULLER        

Notary Public

EILEEN MULLER

Notary Public, State of New York

No. 01MU5016391

Qualified in New York County

Commission Expires 8/8/95

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 10/10/1996

960295317 – 2062403

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

SONY THEATRE MANAGEMENT CORP.

Adopted in accordance with the provisions

of Section 242 of the General Corporation

Law of the State of Delaware

We, John J. Walker, Senior Vice President, and David I. Badain, Assistant Secretary of Sony Theatre Management Corp., a corporation existing under the laws of the State of Delaware, do hereby certify as follows:

FIRST: that the Certificate of Incorporation of said corporation has been amended as follows:

“ARTICLE I

NAME

The name of the corporation (hereinafter called the “Corporation”) is Loews Theatre Management Corp.”

SECOND: That such amendment has been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware by the unanimous written consent of all of the stockholders entitled to vote in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, we have signed this certificate this 3rd day of October, 1996.

By:	/s/    JOHN J. WALKER
	John J. Walker
	Senior Vice President

Attest:

/s/    DAVID I. BADAIN        

David I. Badain

Assistant Secretary

STATE OF NEW YORK	)
COUNTY OF NEW YORK	)

BE IT REMEMBERED, that on October 3, 1996, before me, a Notary Public duly authorized by law to take acknowledgment of deeds, personally came John J. Walker, Senior Vice President of Sony Theatre Management Corp., who duly signed the foregoing instrument before me and acknowledged that such singing is his act and deed, that such instrument as executed in the act and deed of said corporation, and that the facts stated herein are true.

GIVEN under my hand on October 4, 1996.

/s/    EILEEN MULLER        

Notary Public

EILEEN MULLER

Notary Public, State of New York

No. 01MU5016391

Qualified in New York County

Commission Expires 8/8/97

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/21/2002

020188743 – 2062403

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

Loews Theatre Management Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: In accordance with Section 303 of the General Corporation Law of the State of Delaware, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40512, confirmed and approved on March 1, 2002.

SECOND: That the Certificate of Incorporation of this corporation be amended by adding the following sentence to Article Four:

“In accordance with Section 1123(a)(6) of the Bankruptcy code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

THIRD: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on March 21, 2002.

IN WITNESS WHEREOF, said Loews Theatre Management Corp. has caused this certificate to be signed by Bryan Berndt, its Vice President, this 21^st day of March, 2002, under penalty of perjury that this Certificate is the act and deed of this Corporation and that the facts stated herein are true.

Loews Theatre Management Corp.
By:	/S/    BRYAN BERNDT
	Bryan Berndt
	Vice President

EX-3.2.26

Exhibit 3.2.26

CERTIFICATE OF INCORPORATION

OF

LOEWS THEATRES CLEARING CORP.

THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Act of the State of Delaware, do hereby certify as follows:

FIRST: The name of the corporation is LOEWS THEATRES CLEARING CORP.

SECOND: Its initial registered office is to be located at 229 South State Street, in the City of Dover, in the County of Kent, in the State of Delaware. The name of its initial registered agent at that address is United States Corporation Company.

THIRD: The purposes of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The aggregate number of shares of stock which the corporation is authorized to issue is One Thousand (1,000), each of which has a par value of One ($1.00) Dollar per share. All such shares are of one class and are Common Stock.

FIFTH: The name and address of the single incorporator is as follows:

Barbara R. Corbett

666 Fifth Avenue

New York, New York 10103

SIXTH: The By-Laws of the Corporation may be made, altered, amended, changed, added to or repealed by the Board of Directors without the assent or vote of the stockholders. Elections of directors need not be by ballot unless the By-Laws so provide.

SEVENTH: The Corporation shall have the power to indemnify all persons whom it may indemnify pursuant to law, including, without limitation, Section 145 of the Delaware General Corporation Law, as amended from time to time.

EIGHTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the 16th day of September, 1986.

/s/ Barbara R. Corbett

Barbara R. Corbett

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LOEWS THEATRES CLEARING CORP.

Adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware

We, Seymour H. Smith, Executive Vice President, and David I. Badain, Assistant Secretary of Loews Theatres Clearing Corporation, a corporation existing under the laws of the State of Delaware, do hereby certify as follows:

FIRST: that the Certificate of Incorporation of said corporation has been amended as follows:

By striking out the whole of ARTICLE I thereof as it now exists and inserting in lieu and instead thereof a new ARTICLE I, reading as follows:

“ARTICLE I

NAME

The name of the corporation (hereinafter called the “Corporation”) is Sony Theatres Clearing Corp.”

SECOND: That such amendment has been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware by the unanimous written consent of all of the stockholders entitled to vote in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, we have signed this certificate this 19th day of April, 1994.

	By:	/s/ Seymour H. Smith
Attest:		Seymour H. Smith
		Executive Vice President
/s/ David I. Badain
David I. Badain
Assistant Secretary

STATE OF NEW YORK	)
	)
COUNTY OF NEW YORK	)

BE IT REMEMBERED, that on April 19, 1994, before me, a Notary Public duly authorized by law to take acknowledgement of deeds, personally came Seymour H. Smith, Executive Vice President of Loews Theatres Clearing Corporation, who duly signed the foregoing instrument before me and acknowledged that such signing is his act and deed, that such instrument as executed in the act and deed of said corporation, and that the facts stated therein are true.

GIVEN under my hand on April 19, 1994.

/s/ Eileen Muller

Notary Public

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

SONY THEATRES CLEARING CORP.

Adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware

We, John J. Walker, Senior Vice President, and David I. Badain, Assistant Secretary of Sony Theatre Clearing Corp., a corporation existing under the laws of the State of Delaware, do hereby certify as follows:

FIRST: that the Certificate of Incorporation of said corporation has been amended as follows:

By striking out the whole of ARTICLE I thereof as it now exists and inserting in lieu and instead thereof a new ARTICLE I, reading as follows:

“ARTICLE I

NAME

The name of the corporation (hereinafter called the “Corporation”) is Loews Theatres Clearing Corp.”

SECOND: That such amendment hag been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware by the unanimous written consent of all of the stockholders entitled to vote in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, we have signed this certificate this 3rd day of October, 1996.

	By:	/s/ John J. Walker
Attest:		John J. Walker
/s/ David I. Badain		Senior Vice President
David I. Badain
Assistant Secretary

STATE OF NEW YORK	)
	)
COUNTY OF NEW YORK	)

BE IT REMEMBERED, that on October 3, 1996, before me, a Notary Public duly authorized by law to take acknowledgment of deeds, personally came John J. Walker, Senior Vice President of Sony Theatres Clearing Corp., who duly signed the foregoing instrument before me and acknowledged that such signing is his act and deed, that such instrument as executed in the act and deed of said corporation, and that the facts stated therein are true.

GIVEN under my hand on October 3, 1996.

/s/ Eileen Muller

Notary Public

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

Loews Theatres Clearing Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: In accordance with Section 303 of the General Corporation Law of the State of Delaware, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40514, confirmed and approved on March 1, 2002.

SECOND: That the Certificate of Incorporation of this corporation be amended by adding the following sentence to Article Four:

“In accordance with Section 1123(a)(6) of the Bankruptcy code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

THIRD: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on March 21, 2002.

IN WITNESS WHEREOF, said Loews Theatres Clearing Corp. has caused this certificate to be signed by Bryan Berndt, its Vice President, this 21^st day of March, 2002, under penalty of perjury that this Certificate is the act and deed of this Corporation and that the facts stated herein are true.

Loews Theatres Clearing Corp.
By:	/s/ Bryan Berndt
	Bryan Berndt
	Vice President

EX-3.2.27

Exhibit 3.2.27

CERTIFICATE OF INCORPORATION

OF

LOEWS USA CINEMAS INC.

Pursuant to Section 102 of the General Corporation Law

of the State of Delaware

The undersigned, in order to form a corporation pursuant to Section 102 of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: The name of the Corporation is Loews USA Cinemas Inc.

SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares which the Corporation shall have authority to issue is 100 shares of Common Stock, par value $.01 per share.

FIFTH: The name and mailing address of the Incorporator is as follows:

Name	Mailing Address
Philip A. Epstein	Room 2636 One New York Plaza New York, New York 10004

SIXTH: The Board of Directors is expressly authorized to adopt, amend or repeal the by–laws of the Corporation.

SEVENTH: Elections of directors need not be by written ballot unless the by-laws of the Corporation shall otherwise provide.

EIGHTH: The Corporation shall indemnify to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware as amended from time to time each person that such Section grants the Corporation the power to indemnify.

NINTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which said application has been made, be binding on all the creditors or class of creditors, and/or on all of the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

TENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

IN WITNESS WHEREOF, I have hereunto set my hand this 27^th day of January, 1988 and I affirm that the foregoing certificate is my act and deed and that the facts stated therein are true.

/s/    PHILIP A. EPSTEIN        

Philip A. Epstein, Incorporator

-2-

CERTIFICATE OF CHANGE OF LOCATION

OF REGISTERED OFFICE AND OF REGISTERED AGENT

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation”) is:

LOEWS USA CINEMAS INC.

2. The registered office of the corporation within the State of Delaware is hereby changed to 229 South State Street, City of Dover 19901, County of Kent.

3. The registered agent of the corporation within the State of Delaware is hereby changed to The Prentice-Hall Corporation System, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

4. The corporation has authorized the changes hereinbefore set forth by the unanimous written consent of the directors of the corporation.

Signed as of January 22, 1989.

/s/    SEYMOUR H. SMITH        

SEYMOUR H. SMITH

Executive Vice President

Attest:

/s/    DAVID I. BADAIN        

DAVID I. BADAIN

Assistant Secretary

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

Loews USA Cinemas, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: In accordance with Section 303 of the General Corporation Law of the State of Delaware, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40500, confirmed and approved on March 1, 2002.

SECOND: That the Certificate of Incorporation of this corporation be amended by adding the following sentence to Article Four:

“In accordance with Section 1123(a)(6) of the Bankruptcy code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

THIRD: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on March 21, 2002.

IN WITNESS WHEREOF, said Loews USA Cinemas, Inc. has caused this certificate to be signed by Bryan Berndt, its Vice President, this 21st day of March, 2002, under penalty of perjury that this Certificate is the act and deed of this Corporation and that the facts stated herein are true.

Loews USA Cinemas, Inc.
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/21/2002

020188755 – 2150500

EX-3.2.28

Exhibit 3.2.28

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 11/27/1991

751331053 – 2060573

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LOEWS AMES CINEMAS. INC.

Adopted in accordance with the provisions

of Section 242 of the General Corporation

Law of the State of Delaware

We, Seymour H. Smith, Executive Vice President, and David I. Badain, Assistant Secretary of Loews Ames Cinemas, Inc., a corporation existing under the laws of the State of Delaware, do hereby certify as follows:

FIRST: that the Certificate of Incorporation of said corporation has been amended as follows:

By striking out the whole of ARTICLE I thereof as it now exists and inserting in lieu and instead thereof a new ARTICLE I, reading as follows:

ARTICLE I

NAME

The name of the corporation (hereinafter called the “Corporation”) is Loews Vestal Cinemas, Inc.”

SECOND: That such amendment has been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware by the unanimous written consent of all of

the stockholders entitled to vote in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, we have signed this certificate this 25th day of November, 1991.

By:	/s/    SEYMOUR H. SMITH
	SEYMOUR H. SMITH
	Executive Vice President

Attest:

/s/    DAVID I. BADAIN        

DAVID I. BADAIN

Assistant Secretary

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/21/2002

020188758 – 2060573

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

Loews Vestal Cinemas, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: In accordance with Section 303 of the General Corporation Law of the State of Delaware, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40506, confirmed and approved on March 1, 2002.

SECOND: That the Certificate of Incorporation of this corporation be amended by adding the following sentence to Article Four, Section Three:

“In accordance with Section 1123(a)(6) of the Bankruptcy code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

THIRD: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on March 21, 2002.

IN WITNESS WHEREOF, said Loews Vestal Cinemas, Inc. has caused this certificate to be signed by Bryan Berndt, its Vice President, this 21st day of March, 2002, under penalty of perjury that this Certificate is the act and deed of this Corporation and that the facts stated herein are true.

Loews Vestal Cinemas, Inc.
By:	/s/    BRYAN BERNDT
	Bryan Berndt Vice President

EX-3.2.29

Exhibit 3.2.29

CERTIFICATE OF INCORPORATION

OF

LOEWS WASHINGTON CINEMAS, INC.

THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Act of the State of Delaware, do hereby certify as follows:

FIRST: The name of the corporation is LOEWS WASHINGTON CINEMAS, INC.

SECOND: Its initial registered office is to be located at 229 South State Street, in the City of Dover, in the County of Kent, in the State of Delaware. The name of its initial registered agent at that address is The Prentice-Hall Corporation System, Inc.

THIRD: The purposes of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The aggregate number of shares of stock which the corporation is authorized to issue is One Thousand (1,000), each of which has a par value of One ($1.00) Dollar per share. All such shares are of one class and are Common Stock.

FIFTH: The name and address of the single incorporator is as follows:

Barbara R. Corbett

400 Plaza Drive

Secaucus, New Jersey 07094

SIXTH: The registered agent of the corporation is the United States Corporation Company, whose address is One Gulf and Western Plaza, New York, New York 10271. The registered agent is the agent of the corporation upon whom process against it may be served.

SEVENTH: The By-Laws of the Corporation may be made, altered, amended, changed, added to or repealed by the Board of Directors without the assent or vote of the stockholders. Elections of directors need not be by ballot unless the By-Laws so provide.

EIGHTH: The Corporation shall have the power to indemnify all persons whom it may indemnify pursuant to law, including, without limitation, Section 145 of the Delaware General Corporation Law, as amended from time to time.

NINTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of §102 of the General Corporation Law of the State of Delaware as the same may be amended and supplemented.

TENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the 27th day of April, 1988.

/s/    BARBARA R. CORBETT        

Barbara R. Corbett

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/21/2002

020188761 - 2159242

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

Loews Washington Cinemas, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: In accordance with Section 303 of the General Corporation Law of the State of Delaware, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40508, confirmed and approved on March 1, 2002.

SECOND: That the Certificate of Incorporation of this corporation be amended by adding the following sentence to Article Four:

“In accordance with Section 1123(a)(6) of the Bankruptcy code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

THIRD: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on March 21, 2002.

IN WITNESS WHEREOF, said Loews Washington Cinemas, Inc. has caused this certificate to be signed by Bryan Berndt, its Vice President, this 21st day of March, 2002, under penalty of perjury that this Certificate is the act and deed of this Corporation and that the facts stated herein are true.

Loews Washington Cinemas, Inc.
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President

EX-3.2.30

Exhibit 3.2.30

CERTIFICATE OF INCORPORATION

OF

LTM New York, Inc.

Pursuant to $102 of the General Corporation Law of the State of Delaware

The undersigned, in order to form a corporation pursuant to Section 102 of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: The name of the Corporation is LTM New York, Inc.

SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares which the Corporation shall have authority to issue is 100 shares of Common Stock, $1 par value per share.

FIFTH: The name and mailing address of the Incorporator is as follows:

Name	Mailing Address
Frederick Foqel	Room 2508 One New York Plaza New York, New York 10004

SIXTH: The Board of Directors is expressly authorized to adopt, amend or repeal the by-laws of the Corporation.

SEVENTH: Elections of directors need not be by written ballot unless the by-laws of the Corporation shall otherwise provide.

EIGHTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that the foregoing shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.

NINTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which said application has been made, be binding on all the creditors or class of creditors, and/or on all of the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

TENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

IN WITNESS WHEREOF, I have hereunto set my hand this 8^th day of December, 1986 and I affirm that the foregoing certificate is my act and deed and that the facts stated therein are true.

/s/    FREDERICK FOQEL        

Frederick Foqel, Incorporator

2

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation”) is:

LTM NEW YORK, INC.

2. The registered office of the corporation within the State of Delaware is hereby changed to 229 South State Street, City of Dover 19901, County of Kent.

3. The registered agent of the corporation within the State of Delaware is hereby changed to The Prentice-Hall Corporation System, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

4. The corporation has authorized the changes hereinbefore set forth by the unanimous written consent of the directors of the corporation.

Signed as of March 2, 1988

/S/    BERNARD MYERSON        

BERNARD MYERSON

President

Attest:

/s/    SEYMOUR H. SMITH        

SEYMOUR H. SMITH

Vice President, Secretary; Treasurer

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/21/2002

020188763 - 2110382

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

LTM New York, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: In accordance with Section 303 of the General Corporation Law of the State of Delaware, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40490, confirmed and approved on March 1, 2002.

SECOND: That the Certificate of Incorporation of this corporation be amended by adding the following sentence to Article Four:

“In accordance with Section 1123(a)(6) of the Bankruptcy code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

THIRD: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on March 21, 2002.

IN WITNESS WHEREOF, said LTM New York, Inc. has caused this certificate to be signed by Bryan Berndt, its Vice President, this 21st day of March, 2002, under penalty of perjury that this Certificate is the act and deed of this Corporation and that the facts stated herein are true.

LTM New York, Inc.
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President

EX-3.2.31

Exhibit 3.2.31

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:00 PM 09/23/1999

991400896 – 3101255

CERTIFICATE OF INCORPORATION

OF

LTM Turkish Holdings, Inc.

Pursuant to § 102 of the General Corporation Law

of the State of Delaware

***********

The undersigned, in order to form a corporation pursuant to Section 102 of the General Corporation Law of Delaware, does hereby certify:

FIRST: The name of the Corporation is LTM Turkish Holdings, Inc.

SECOND: The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, the City of Wilmington, County of New Castle, Delaware. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares which the Corporation shall have the authority to issue is 1,000 shares of par value $.01 per share.

FIFTH: The name and mailing address of the Incorporator is as follows:

Name	Mailing Address
Christopher Ewan	c/o Fried, Frank, Harris, Shriver & Jacobson
	One New York Plaza – 26nd Floor New York, New York 10004

SIXTH: The Board of Directors is expressly authorized to adopt, amend, or repeal the by-laws of the Corporation.

SEVENTH: Elections of directors need not be by written ballot unless the by-laws of the Corporation shall otherwise provide.

EIGHTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that the foregoing shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of Delaware is hereafter amended to permit further elimination or limitation of the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of Delaware as so amended. Any repeal or modification of this Article EIGHTH by the stockholders of the Corporation or otherwise shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

NINTH: The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

IN WITNESS WHEREOF, I have hereunto set my hand this 23^rd day of September, 1999 and I affirm that the foregoing certificate is my act and deed and that the facts stated therein are true.

/s/    CHRISTOPHER EWAN        

Christopher Ewan, Incorporator

- 2 -

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/21/2002

020188765 – 3101255

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

LTM Turkish Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: In accordance with Section 303 of the General Corporation Law of the State of Delaware, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40444, confirmed and approved on March 1, 2002.

SECOND: That the Certificate of Incorporation of this corporation be amended by adding the following sentence to Article Four:

“In accordance with Section 1123(a)(6) of the Bankruptcy code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

THIRD: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on March 21, 2002.

IN WITNESS WHEREOF, said LTM Turkish Holdings, Inc. has caused this certificate to be signed by Bryan Berndt, its Vice President, this 21st day of March, 2002, under penalty of perjury that this Certificate is the act and deed of this Corporation and that the facts stated herein are true.

LTM Turkish Holdings, Inc.
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President

EX-3.2.32

Exhibit 3.2.32

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 11/23/1999

991501139 – 3130702

CERTIFICATE OF FORMATION

OF

METHUEN CINEMAS, LLC

1. Name. The name of the limited liability company formed hereby is Methuen Cinemas, LLC (the “Company”).

2. Registered Office. The address of the registered agent of the Company in the State of Delaware is 1013 Centre Road, Wilmington, New Castle Country, Delaware, 19805-1297. The name of the registered agent of the Company at such address is Corporation Service Company.

3. Purposes. The purposes and powers of the Company shall be to carry on and engage in any and all lawful activities permitted under the Delaware Limited Liability Company Act.

4. Authorized Person. The name and address of the authorized person is Michael Politi, 711 Fifth Avenue, 12^th Floor, New York, New York, 10022. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Methuen Cinemas, LLC this 23^rd day of November, 1999.

/s/    MICHAEL POLITI        

Michael Politi

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF FORMATION

OF

METHUEN CINEMAS, LLC

1. The name of the limited liability company is Methuen Cinemas, LLC (the “Company”).

2. The Certificate of Formation of the Company is hereby amended by adding the following:

5. In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Company shall not issue non-voting membership interests prior to March 21, 2003.

IN WITNESS WHEREOF, Bryan Berndt, the Vice President of Plitt Theatres, Inc., its sole member, has executed this Certificate of Amendment to the Certificate of Formation of Methuen Cinemas, LLC, this 21st day of March, 2002.

By:	Plitt Theatres, Inc., its sole member
	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/21/2002

020188769 – 3130702

EX-3.2.33

Exhibit 3.2.33

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 11/23/1999

991501147 – 3130706

CERTIFICATE OF FORMATION

OF

OHIO CINEMAS, LLC

1. Name. The name of the limited liability company formed hereby is Ohio Cinemas, LLC (the “Company”).

2. Registered Office. The address of the registered agent of the Company in the State of Delaware is 1013 Centre Road, Wilmington, New Castle County, Delaware, 19805-1297. The name of the registered agent of the Company at such address is Corporation Service Company.

3. Purposes. The purposes and powers of the Company shall be to carry on and engage in any and all lawful activities permitted under the Delaware Limited Liability Company Act.

4. Authorized Person. The name and address of the authorized person is Michael Politi, 711 Fifth Avenue, 12^th Floor, New York, New York, 10022. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Ohio Cinemas, LLC this 23^rd day of November, 1999.

/s/    MICHAEL POLITI        

Michael Politi

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF FORMATION

OF

OHIO CINEMAS, LLC

1. The name of the limited liability company is Ohio Cinemas, LLC (the “Company”).

2. The Certificate of Formation of the Company is hereby amended by adding the following:

5. In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Company shall not issue non-voting membership interests prior to March 21, 2003.

IN WITNESS WHEREOF, Bryan Berndt, the Vice President of Plitt Theatres, Inc., its sole member, has executed this Certificate of Amendment to the Certificate of Formation of Ohio Cinemas, LLC, this 21st day of March, 2002.

By:	Plitt Theatres, Inc., its sole member
/s/    BRYAN BERNDT
Bryan Berndt
Vice President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05: 00 PM 03/21/2002

020188770 – 3130706

EX-3.2.34

Exhibit 3.2.34

CERTIFICATE OF INCORPORATION

OF

PLITT SOUTHERN THEATRES, INC.

1. The name of the corporation is:

PLITT SOUTHERN THEATRES, INC.

2. The address of its registered office in the State of Delaware is 100 West Tenth Street In the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organised under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is Two Thousand (2,000); all of such shares shall be without par value.

5. The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by ballot.

6. The name and mailing address of the incorporates is:

W. J. Reif

100 West Tenth Street

Wilmington, Delaware 19801

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 8th day of June, 1978.

/S/    W. J. REIF        

W. J. Reif

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 05:01 PM 03/21/2002
020188771 – 0855440

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

Plitt Southern Theatres, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: In accordance with Section 303 of the General Corporation Law of the State of Delaware, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40362, confirmed and approved on March 1, 2002.

SECOND: That the Certificate of Incorporation of this corporation be amended by adding the following sentence to Article Four:

“In accordance with Section 1123(a)(6) of the Bankruptcy code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

THIRD: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on March 21, 2002.

IN WITNESS WHEREOF, said Plitt Southern Theatres, Inc. has caused this certificate to be signed by Bryan Berndt, its Vice President, this 2l^st day of March, 2002, under penalty of perjury that this Certificate is the act and deed of this Corporation and that the facts stated herein are true.

Plitt Southern Theatres, Inc.
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President

EX-3.2.35

Exhibit 3.2.35

CERTIFICATE OF INCORPORATION

OF

PLITT THEATRES, INC.

FIRST. The name of the corporation is PLITT THEATRES, INC. (hereinafter referred to as the “Corporation”).

SECOND. Its registered office in the State of Delaware is located at ________ West Tenth Street, in the City of Wilmington, County of New Castle. The name and address of its registered agent is The Corporation Trust Company No. 100 West Tenth Street, Wilmington, Delaware.

THIRD. The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH. The Corporation shall have authority to issue 10,000 shares consisting of 5,000 shares having a par value of $.10 each (hereby designated as Class A Common Stock) and 5,000 shares having a par value of $.10 each (hereby _esignated as Class B Common Stock).

Class A Common Stock and Class B Common Stock shall be identical as to voting rights and in all other respects except as otherwise provided herein. The holders of the Class A and Class B Common Stock, each voting as a class, shall be entitled to elect at least two directors at each annual meeting for the election of directors. Authority is hereby expressly vested in the Board of Directors of the Corporation pursuant to Sections 102 (a) (4) and 151 (a) of the General Corporation Law of the State of Delaware, as the same may be from time to time in effect, by resolution or resolutions adopted by such Board of Directors to provide that, in the circumstances and to the extent specified in such resolution or resolutions, the number of directors which shall constitute the entire Board shall be increased from four to five and that the holders of the Class B Common Stock shall be entitled to elect three directors of the Corporation.

-2-

FIFTH. The Board of Directors of the Corporation shall initially consist of the following four persons who shall constitute the entire Board of Directors subject to the provisions of Article FOURTH of this Certificate of Incorporation:

Name	Address:
Representing Holders of Class A Common Stock
1.      Henry G. Plitt	525 Arcalle Dr., Beverly Hills, Ca.
2.      Allan Hurwitz	1550 Lakeshore Dr., Chicago, Ill.
Representing Holders of Class B Common Stock
3.      Samuel J. Klutznick	1525 N. Dearborn, Chicago, Ill.
4.      Norman Cohn	985 Elm Ridge, _lenco___, Ill.

If at any time a vacancy shall exist on the Board of Directors of the Corporation, such vacancy shall be filled at a special meeting of holders of Class A Common Stock or Class B Common Stock of the Corporation, as the case may be, to be called and held as provided below. If such vacancy shall result from the death, disability, resignation or removal of one or more directors elected by the holders of the Class A Common Stock, then the holders of the Class A Common Stock, voting as a class, shall be entitled to fill such vacancy or vacancies. If such vacancy shall result from the death, disability, resignation or removal of one or more directors representing the Class B Common Stock, then the holders of the Class B Common Stock, voting as a class, shall be entitled to fill such vacancy or vacancies.

The holder or holders of a majority in interest of the Class A Common Stock or the Class B Common Stock, as the case may be, shall, in the event the holders of either such class are entitled to fill one or more vacancies on the Board of Directors or (in the case of the holders of Class B Common Stock) to elect a fifth Director as may be provided in

-3-

resolutions adopted by the Board of Directors pursuant to the authority conferred upon such Board by Article FOURTH of this Certificate of Incorporation, be entitled to call a special meeting of the holders of such class, upon not less than five business days prior written notice to the holders of record (as reflected on the stock records of the Corporation) of such class, for the purposes of filling such vacancy or vacancies or to elect a fifth director or a successor to any such fifth Director. The results of any such special meeting of the holders of either class of Common Stock of the Corporation held to fill any vacancy in the Board of Directors or to elect any fifth Director shall be conclusive for all purposes upon presentation to the Secretary of the Corporation of a certificate subscribed to by the holders of record of a majority in interest of the appropriate class of Common Stock stating that notice of such meeting was given in accordance with the provisions of this Article FIFTH and identifying the Director or Directors who shall have been elected to the Board of Directors by a majority in interest of the holders of record of such class of Common Stock.

SIXTH. The original By-Laws of the Corporation shall be adopted by the initial directors named above. Thereafter, the power to make, alter or repeal the By-Laws shall be reserved to the stockholders.

-4-

SEVENTH. The election of directors need not be made by ballot.

EIGHTH. The Board of Directors of the Corporation and any committee thereof shall have only such powers as are permitted or conferred by the law of Delaware or as are specifically granted to such Board of Directors or committee thereof in or pursuant to the By-Laws. The affirmative vote of at least three Directors shall be required for the approval of any matter submitted to such Board. Notwithstanding anything hereinabove set forth to the contrary, any action taken by the Board of Directors to remove from office or to replace either the president or the chief executive officer of the Corporation shall require, in addition to the affirmative vote of at least three Directors, the affirmative vote or written consent of not less than a majority of the holders of record of the Class A Common Stock, unless (i) the Board of Directors has been increased to five Directors in the manner set forth in or pursuant to Article FOURTH hereof, and (ii) unless the fifth Director elected by the holders of record of the Class B Common Stock shall be one of the three or more Directors voting in favor of such removal.

-5-

NINTH. The name and mailing address of the incorporator of the Corporation is as follows: G. J. Coyle, whose mailing address is 100 West Tenth Street, Wilmington, Delaware 19801.

TENTH. The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, and all rights conferred upon the stockholders herein are granted subject to this reservation, provided that, any amendment to this Certificate of Incorporation or to the By-Laws of the Corporation shall require the affirmative vote or written consent of the holders of not less than a majority of the holders of record of each class of Common Stock of the Corporation, and the same vote shall be required to approve any voluntary liquidation, merger, consolidation or sale of all or substantially all of the assets of the Corporation.

/s/ Illegible

-6-

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

Plitt Theatres, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify:

1. That at a meeting of the Board of Directors on October 30, 1979, the following resolution was duly adopted setting forth a proposed amendment to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and directing that said amendment be submitted for approval by the shareholders of this corporation:

WHEREAS, this corporation filed a Certificate of Incorporation of Plitt Theatres, Inc. on March 25, 1974; and

WHEREAS, the Board of Directors of this corporation has deemed it to be in the best interest of this corporation to amend the Certificate of Incorporation as set forth hereinafter;

NOW, THEREFORE, BE IT RESOLVED, that the Certificate of Incorporation of this corporation be and it hereby is amended as follows:

1. Section FOURTH is hereby amended in its entirety to read as follows:

“FOURTH: The corporation shall have the authority to issue 15,000 shares consisting of 5,000 shares having a par value of $.10 each (hereby designated as Class A, Series 1 Common Stock); 2,500 shares having a par value of $.10 each (hereby designated as Class A, Series 2 Common Stock); 5,000 shares having a par value of $.10 each (hereby designated as Class B, Series 1 Common Stock); and 2,500 shares having a par value of $.10 each (hereby designated as Class B, Series 2 Common Stock). Upon the effective date hereof, each share of Class A Common Stock then outstanding shall be reclassified and reconstituted as one share of Class A, Series

-1-

1 Common Stock and each share of Class B Common Stock then outstanding shall be reclassified and reconstituted as one share of Class B, Series 1 common stock. All of the Common Stock of the corporation, regardless of class or series, shall be non-assessable. The rights, preferences, privileges and restrictions granted to or imposed upon the respective classes of shares or series within each class of shares, or the holders thereof shall be identical in all respects except as follows:

“(a) The holders of the Class A, Series 1 Common Stock and Class A, Series 2 common Stock, voting as a class, shall be entitled to elect two (2) directors at each annual meeting for the election of directors and the holders of Class B, Series 1 Common Stock and Class B, Series 2 Common Stock, voting as a class, shall be entitled to elect two (2) directors at each annual meeting for the election of directors. Authority is hereby expressly vested in the Board of Directors pursuant to Sections 102(a)(4) and 151(a) of the General Corporation Law of the State of Delaware as the same may be from time to time in effect, by resolution or resolutions adopted by such Board of Directors, to provide that in certain circumstances and to the extent specified in such resolution or resolutions, the number of directors which shall constitute the entire Board shall be increased from four (4) to five (5) and that the holders of the Class B, Series 1 Common Stock and Class B, Series 2 Common Stock, voting as a class, shall be entitled to elect three (3) directors of the Corporation.

“(b) in the event of any voluntary or involuntary liquidation, dissolution, or winding up of the corporation, or in the event of a partial liquidation of the corporation as defined in Section 346 of the Internal Revenue Code, as the same may be amended from time to time (all such events shall hereinafter be referred to as “Distribution Events”), then prior to any distributions on account thereof being made to the holders of

-2-

Class A, Series 2 Common Stock and Class B, Series 2 Common Stock, the holders of Class A, Series 1 Common Stock and Class B, Series 1 Common Stock shall first be entitled to receive aggregate distributions in the sum of $1,000 per share (“Preference Amount”) from the assets of the corporation, whether such assets are capital or surplus of any nature, on account of the Distribution Events. After payment of the Preference Amount to the holders of Class A, Series 1 Common Stock and Class B, Series 1 Common Stock, the remaining assets of the corporation shall be distributed ratably among all of the holders of the Common Stock of the corporation. If, upon a Distribution Event, the assets thus distributed among the holders of Class A, Series 1 Common Stock and Class B, Series 1 Common Stock shall be insufficient to permit the payment to such shareholders of the entire Preference Amount, then the assets to be distributed shall be distributed ratably among the holders of the Class A, Series 1 Common Stock and Class B, Series I Common Stock.

“A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale of all or substantially all the assets of the corporation, shall not be deemed to be a liquidation, dissolution or winding up, as these terms are used in this article.”

RESOLVED FURTHER, that the President and Secretary of this Corporation be and hereby are authorized and directed to sign any and all documents and to do any and all acts and deeds necessary and proper to carry into effect the foregoing resolution.

2. That, thereafter in accordance with Sections 228(a) of the General Corporation Law of the State of Delaware, said amendment was approved by unanimous written consent of the holders of all of the issued and outstanding shares of the corporation and said written consent was filed with the corporation.

3. That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

-3-

4. That the capital of said corporation shall not be reduced under or by reason of said amendment.

IN WITNESS WHEREOF, said Plitt Theatres, Inc. has caused this certificate to be signed by Roy H. Aaron, its President, and attested by Raymond C. Fox, its Secretary, this 25th day of November, 1980.

PLITT THEATRES, INC.
By:	/s/ Roy H. Aaron
	Roy H. Aaron
	President

ATTEST:
By:	/s/ Raymond C. Fox
	Raymond C. Fox
	Secretary

[SEAL]

-4-

ACKNOWLEDGEMENT

The undersigned, ROY H. AARON, President of PLITT THEATRES, INC., declares under penalty of perjury that the foregoing certificate is the act and deed of PLITT THEATRES, INC., and that the facts stated therein are true of his own knowledge.

Executed at Los Angeles, California on                     , 1980.

/s/ Roy H. Aaron

ROY H. AARON

-5-

FILED                  

OCT 17 1983            

10 A.M.                

Illegible                

SECRETARY OF STATE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

PLITT THEATRES, INC.

PLITT THEATRES, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: That the Board of Directors of said corporation, at a meeting duly held, adopted the following resolutions, proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation, and directing that said amendment be submitted for approval by the shareholders of this corporation:

(1)

RESOLVED, that the Certificate of Incorporation of this corporation be amended as follows:

1. Article FOURTH is amended in its entirety to read as follows:

“FOURTH: The corporation shall have authority to issue 15,000 shares consisting of 10,000 shares having a par value of $.10 each (hereby designated as Series 1 Common Stock) and 5,000 shares having a par value of $.10 each (hereby designated as Series 2 Common Stock). All of the Common Stock of the corporation, regardless of class or series, shall be non-assessable. The rights, preferences, privileges and restrictions granted to or imposed upon the respective series of shares, or the holders thereof shall be identical in all respects except that in the event of any voluntary or involuntary liquidation, dissolution, or winding up of the corporation (all such events shall hereinafter be referred to as “Distribution Events”), then prior to any distributions on account

thereof being made to the holders of Series 2 Common Stock, the holders of Series 1 Common Stock shall first be entitled to receive aggregate distributions in the sum of $1,000 per share (“Preference Amount”) from the assets of the corporation, whether such assets are capital or surplus of any nature, on account of the Distribution Events. After payment of the Preference Amount to the holders of Series 1 Common Stock, the remaining assets of the corporation shall be distributed ratably among all of the holders of the Common Stock of the corporation. If, upon a Distribution Event, the assets thus distributed among the holders of Series 1 Common Stock shall be insufficient to permit the payment to such shareholders of the entire Preference Amount, then the assets to be distributed shall be distributed ratably among the holders of the Series 1 Common Stock.

A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale of all or substantially all the assets of the corporation, shall not be deemed to be a liquidation, dissolution or winding up, as these terms are used in this article.”

2. Article FIFTH is amended in its entirety to read as follows:

“FIFTH: The Board of Directors of the Corporation shall consist of that number of persons provided for in the By-Laws of the Corporation.”

3. Article EIGHTH is amended in its entirety to read as follows:

“EIGHTH: The Board of Directors of the Corporation and any committee thereof shall have only such powers as are permitted or conferred by the law of Delaware or as are specifically granted to such Board of Directors or committee thereof in or pursuant to the By-Laws.

4. Article TENTH is amended in its entirety to read as follows:

“TENTH: The corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, and all rights conferred upon the stockholders herein are granted subject to this reservation, provided that, any amendment to this Certificate of Incorporation shall require the affirmative vote or written consent of the holders of record of not less than a majority of the Common Stock of the Corporation, and the same vote shall be required to approve any voluntary liquidation, merger, consolidation or sale of all or substantially all of the assets of the Corporation; provided, however, an amendment of Article FIFTH of this Certificate of Incorporation shall require the affirmative vote or written consent of holders of record of at least ninety percent (90%) of the outstanding common stock of the corporation.”

(2)

RESOLVED, that the Certificate of Designations, Preferences and Rights of Class B Common Stock of Plitt Theatres, Inc., as corrected and amended, shall be terminated.

(3)

RESOLVED, that the Chairman of the Board or the President and the Secretary or Assistant Secretary of the corporation be, and they hereby are, authorized to execute any and all documents and to do any and all acts and deeds necessary and proper to carry into effect the foregoing resolutions.

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions

of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said PLITT THEATRES, INC. has caused this Certificate to be signed by Roy H. Aaron, its President, and attested by Raymond C. Fox, its Secretary, this 5th day of October, 1983.

PLITT THEATRES, INC.
By	/s/ ROY H. AARON
	ROY H. AARON, President

ATTEST:
By	/s/ RAYMOND C. FOX
	RAYMOND C. FOX, Secretary

ACKNOWLEDGEMENT

The undersigned, ROY H. AARON, President of PLITT THEATRES, INC., declares under penalty of perjury that the foregoing certificate is the act and deed of PLITT THEATRES, INC., and that the facts stated therein are true of his own knowledge.

Executed at Los Angeles, California, on October 5, 1983.

/s/ ROY H. AARON

ROY H. AARON

FILED                  

FEB 14 1984            

10 A.M.                

Illegible                

SECRETARY OF STATE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

PLITT THEATRES, INC.

PLITT THEATRES, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: That the Board of Directors of said corporation, at a meeting duly held, adopted the following resolutions, proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation, and directing that said amendment be submitted for approval by the shareholders of this corporation:

(1)

RESOLVED, that the Certificate of Incorporation of this corporation be amended as follows:

1. Article FOURTH is amended in its entirety to read as follows:

“FOURTH: The corporation shall have authority to issue 15,167 shares consisting of 10,000 shares having a par value of $.10 each (hereby designated as Series 1 Common Stock), 5,000 shares having a par value of $.10 each (hereby designated as Series 2 Common Stock) and 167 shares having a par value of $.10 each (hereby designated as Series 3 Common Stock). All of the Common Stock of the Corporation, regardless of class or series, shall be non-assessable. The rights, preferences, privileges and restrictions granted to or imposed upon the respective series of shares, or the holders thereof shall be identical in all respects except that, in the event of any voluntary or involuntary liquidation, dissolution, or winding up of the corporation (all such events shall

hereinafter be referred to as “Distribution Events”), then prior to any distributions on account thereof being made to the holders of Series 2 Common Stock, the holders of Series 1 Common Stock shall first be entitled to receive aggregate distributions in the sum of $1,000 per share (“Preference Amount”) from the assets of the corporation, whether such assets are capital or surplus of any nature, on account of the Distribution Events. After payment of the Preference Amount to the holders of Series 1 Common Stock, the holders of Series 2 Common Stock shall share ratably in the remaining assets of the corporation. Notwithstanding the foregoing preference granted Series 1 shareholders, Series 3 shareholders shall be entitled to their ratable share of the assets of the corporation in an amount equal to that portion of the assets of the corporation equal to a fraction, the numerator of which is the total number of outstanding shares of Series 3 Common Stock, and the denominator of which is the total number of outstanding shares of Common Stock of the corporation. If, upon a Distribution Event, the assets available for distribution, if distributed ratably among the holders of Common Stock would be insufficient to permit the payment to the Series 1 shareholders of the entire Preference Amount, then the assets to be distributed shall be distributed among the holders of the Series 1 and Series 3 Common Stock as follows: The Series 1 Shareholders shall be entitled to receive a portion of the assets available for distribution equal to a fraction, the numerator of which is the total number of outstanding shares of Common Stock held by the Series 1 shareholders and the Series 2 shareholders and the denominator of which is the total number of outstanding shares of Common Stock and Series 3 shareholders shall be entitled to receive a portion of the assets equal to a fraction, the numerator of which is the total number of Series 3 shares outstanding, and the denominator of which is the total outstanding shares of Common Stock of the Corporation.

A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale of all or substantially all the assets of the corporation, shall not be deemed to be a liquidation, dissolution or winding up, as those terms are used in this article.”

-2-

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said PLITT THEATRES, INC., has caused this Certificate to be signed by Roy H. Aaron, its President, and attested by Raymond C. Fox, its Secretary, this 6th day of February, 1984.

PLITT THEATRES, INC.
By	/s/ ROY H. AARON
	ROY H. AARON, President

ATTEST:
By	/s/ RAYMOND C. FOX
	RAYMOND C. FOX, Secretary

ACKNOWLEDGEMENT

The undersigned, ROY H. AARON, President of PLITT THEATRES, INC., declares under penalty of perjury that the foregoing certificate is the act and deed of PLITT THEATRES, INC., and that the facts stated therein are true of his own knowledge.

Executed at Los Angeles, California on February 6, 1984.

/s/ ROY H. AARON

ROY H. AARON

-3-

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/21/2002

020188772 – 0799924

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

Plitt Theatres, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: In accordance with Section 303 of the General Corporation Law of the State of Delaware, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al.. case number 01-40364, confirmed and approved on March 1, 2002.

SECOND: That the Certificate of Incorporation of this corporation be amended by adding the following sentence to Article Four:

“In accordance with Section 1123(a)(6) of the Bankruptcy code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

THIRD: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on March 21, 2002.

IN WITNESS WHEREOF, said Plitt Theatres, Inc. has caused this certificate to be signed by Bryan Berndt, its Vice President, this 21st day of March, 2002, under penalty of perjury that this Certificate is the act and deed of this Corporation and that the facts stated herein are true.

Plitt Theatres, Inc.
By:	/s/ Bryan Berndt
	Bryan Berndt Vice President

EX-3.2.36

Exhibit 3.2.36

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

POLI-NEW ENGLAND THEATRES, INC.

Poli-New England Theatres, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:

By unanimous consent of the Board of Directors of the Corporation, a resolution was duly adopted, pursuant to Sections 141 and 242 of the General Corporation Law of the State of Delaware, setting forth an amendment to the Certificate of Incorporation of the Corporation and declaring said amendment to be advisable. The stockholders of the Corporation duly approved said proposed amendment by consent in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware. The resolution setting forth the amendment is as follows:

Resolved, that the Certificate of Incorporation of the Corporation be amended by altering the Article thereof numbered “Third” so that, as amended, said Article shall be and read as follows:

Third: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

[The remainder of this page is left intentionally blank.]

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:55 PM 07/28/2004

FILED 01:19 PM 07/28/2004

SRV 040552299 – 0324705 FILE

IN WITNESS WHEREOF, Poli-New England Theatres, Inc. has caused this Certificate of Amendment of Certificate of Incorporation to be executed by its Senior Vice President, this 27^th day of July, 2004.

/s/    MICHAEL POLITI        

Senior Vice President

Michael Politi

Senior Vice President & Corporate Counsel

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

AS AMENDED

*  *  *  *  *  *

POLI-NEW ENGLAND THEATRES, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the board of directors of said corporation, at a meeting duly convened and held, adopted a resolution proposing and declaring advisable the following amendment to the certificate of incorporation as amended of said corporation:

RESOLVED that the Certificate of Incorporation of the Corporation as amended, be further amended as follows:

1. By striking out the present Paragraphs “FOURTH”, “FOURTH(a)” and “FIFTH” and inserting in lieu thereof the following:

“FOURTH: The total number of shares which the Corporation shall have authority to issue is One Hundred (100) shares without nominal or par value which shall be known as Common Stock.”

“FIFTH: The Board of Directors shall have power, from time to time, to fix and determine and to vary the amount of working capital of the corporation.”

2. By striking out and deleting the present Paragraph “TENTH”.

SECOND: That the said amendment has been consented to and authorized by the holders of all the issued and outstanding stock, entitled to vote, by a written consent given in accordance with the provisions of section 228 of Title 8 of The Delaware Code of 1953, and filed with the corporation on the 8th day of July, 1954.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of sections 242 and 228 of Title 8 of The Delaware Code of 1953.

FOURTH: That the capital of said corporation will not be reduced under or by reason of said amendment.

IN WITNESS WHEREOF, said POLI-NEW ENGLAND THEATRES, INC. has caused its corporate seal to be hereunto affixed and this certificate to be signed by Charles C. Moskowitz, its Vice-President, and Leopold Friedman, its Secretary, this 8th day of July, 1954.

	POLI-NEW ENGLAND THEATRES, INC.
[SEAL]	By	/s/    CHARLES C. MOSKOWITZ
		Vice-President
	By	/s/    LEOPOLD FRIEDMAN
		Secretary

STATE OF NEW YORK	)	SS
COUNTY OF NEW YORK	)

BE IT REMEMBERED that on this 8th day of July, A.D. 1954, personally came before me MORRIS SHER, a Notary Public in and for the County and State aforesaid, CHARLES C. MOSKOWITZ, Vice-President of POLI-NEW ENGLAND THEATRES, INC., a corporation of the State of Delaware, the corporation described in and which executed the foregoing certificate, known to me personally to be such, and he, the said CHARLES C. MOSKOWITZ, as such Vice-President, duly executed said certificate before me and acknowledged the said certificate to be his act and deed and the act and deed of said corporation; that the signatures of the said Vice-President and of the Secretary of said corporation to said foregoing certificate are in the handwriting of the said Vice-President and Secretary of said corporation respectively, and that the seal affixed to said certificate is the common or corporate seal of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year aforesaid.

[SEAL]	/s/    MORRIS SHER
	MORRIS SHER
	Notary Public. State of New York
	No. 21-8961200. Qualified in Kings Co.
	Cert. Filed in New York County
	Commission Expires March 30, 1958

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 05:00 PM 03/21/2002
020188774 – 0324705

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

Poli-New England Theatres, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: In accordance with Section 303 of the General Corporation Law of the State of Delaware, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40368, confirmed and approved on March 1, 2002.

SECOND: That the Certificate of Incorporation of this corporation be amended by adding the following sentence to Article Fourth:

“In accordance with Section 1123(a)(6) of the Bankruptcy code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

THIRD: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on March 21, 2002.

IN WITNESS WHEREOF, said Poli-New England Theatres, Inc. has caused this certificate to be signed by Bryan Berndt, its Vice President, this 21st day of March, 2002, under penalty of perjury that this Certificate is the act and deed of this Corporation and that the facts stated herein are true.

Poli-New England Theatres, Inc.
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President

EX-3.2.37

Exhibit 3.2.37

CERTIFICATE OF FORMATION

OF

RICHMOND MALL CINEMAS, LLC

1. Name. The name of the limited liability company formed hereby is Richmond Mall Cinemas, LLC (the “Company”).

2. Registered Office. The address of the registered agent of the Company in the State of Delaware is 1013 Centre Road, Wilmington, New Castle County, Delaware, 19805-1297. The name of the registered agent of the Company at such address is Corporation Service Company.

3. Purposes. The purposes and powers of the Company shall be to carry on and engage in any and all lawful activities permitted under the Delaware Limited Liability Company Act.

4. Authorized Person. The name and address of the authorized person is Michael Politi, 711 Fifth Avenue, 12^th Floor, New York, New York, 10022. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Richmond Mall Cinemas, LLC this 28th day of October, 1999.

/s/    MICHAEL POLITI        

Michael Politi

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 10/28/1999

991457157 – 3117679

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF FORMATION

OF

RICHMOND MALL CINEMAS, LLC

1. The name of the limited liability company is Richmond Mall Cinemas, LLC (the “Company”).

2. The Certificate of Formation of the Company is hereby amended by adding the following:

5. In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Company shall not issue non-voting membership interests prior to March 21, 2003.

IN WITNESS WHEREOF, Bryan Berndt, the Vice President of Plitt Theatres, Inc., its sole member, has executed this Certificate of Amendment to the Certificate of Formation of Richmond Mall Cinemas, LLC, this 21st day of March, 2002.

By:	Plitt Theatres, Inc., its sole member
/s/    BRYAN BERNDT
Bryan Berndt Vice President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/21/2002

020188776 – 3117679

EX-3.2.38

Exhibit 3.2.38

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION OF

CENTURY CIRCUIT, INC.

Pursuant to Section 242 of the General

Corporation Law of the State of Delaware

The undersigned, being the President and Secretary of Century Circuit, Inc., respectively, a Delaware corporation, hereby certify as follows:

1. The Certificate of Incorporation of said Corporation is amended as follows:

Paragraph 1 thereof as it now exists is deleted in its entirety and the following substituted and inserted in lieu thereof:

“1. The name of the Corporation is

RKO Century Warner Theatres, Inc.”

2. The foregoing Amendment has been authorized and adopted pursuant to the provisions of Section 242 (c) (_) of the General Corporate Law of the State of Delaware by the written consent of all the stockholders of the Corporation.

Dated: January 24, 1984

/s/    MICHAEL S. LANDES        

Michael S. Landes

President

Attest:

/s/    ALBERT SCHWARTZ        

Albert Schwartz, Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/21/2002

020188782 – 0907387

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

RKO Century Warner Theatres, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: In accordance with Section 303 of the General Corporation Law of the State of Delaware, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., number 01-40376, confirmed and approved on March 1, 2002.

SECOND: That the Certificate of Incorporation of this corporation be amended by adding the following sentence to Article Four, Section C:

“In accordance with Section 1123(a)(6) of the Bankruptcy code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

THIRD: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on March 21, 2002.

IN WITNESS WHEREOF, said RKO Century Warner Theatres, Inc. has caused this certificate to be signed by Bryan Berndt, its Vice President, this 21st day of March, 2002, under penalty of perjury that this Certificate is the act and deed of this Corporation and that the facts stated herein are true.

RKO Century Warner Theatres, Inc.
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President

EX-3.2.39

Exhibit 3.2.39

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 11/23/1999

991501159 – 3130708

CERTIFICATE OF FORMATION

OF

SPRINGFIELD CINEMAS, LLC

1. Name. The name of the limited liability company formed hereby is Springfield Cinemas, LLC (the “Company”).

2. Registered Office. The address of the registered agent of the Company in the State of Delaware is 1013 Centre Road, Wilmington, New Castle County, Delaware, 19805-1297. The name of the registered agent of the Company at such address is Corporation Service Company.

3. Purposes. The purposes and powers of the Company shall be to carry on and engage in any and all lawful activities permitted under the Delaware Limited Liability Company Act.

4. Authorized Person. The name and address of the authorized person is Michael Politi, 711 Fifth Avenue, 12^th Floor, New York, New York, 10022. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Springfield Cinemas, LLC this 23^rd day of November, 1999.

/s/    MICHAEL POLITI        

Michael Politi

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF FORMATION

OF

SPRINGFIELD CINEMAS, LLC

1. The name of the limited liability company is Springfield Cinemas, LLC (the “Company”).

2. The Certificate of Formation of the Company is hereby amended by adding the following:

5. In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Company shall not issue non-voting membership interests prior to March 21, 2003.

IN WITNESS WHEREOF, Bryan Berndt, the Vice President of Plitt Theatres, Inc., its sole member, has executed this Certificate of Amendment to the Certificate of Formation of Springfield Cinemas, LLC, this 2lst day of March, 2002.

By: Plitt Theatres, Inc.,

       its sole member

/s/    BRYAN BERNDT        

Bryan Berndt

Vice President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/21/2002

020188792 – 3130708

EX-3.2.40

Exhibit 3.2.40

CERTIFICATE OF INCORPORATION

OF

STAR THEATRES OF MICHIGAN, INC.

Pursuant to § 102 of the General Corporation Law

of the State of Delaware

The undersigned, in order to form a corporation pursuant to Section 102 of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: The name of the Corporation is Star Theatres of Michigan, Inc.

SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares which the Corporation shall have authority to issue is 100 shares of Common Stock, par value $0.10 per share.

FIFTH: The name and mailing address of the Incorporator is as follows:

Name	Mailing Address
David N. Shine	Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004

SIXTH: The Board of Directors is expressly authorized to adopt, amend or repeal the by-laws of the Corporation.

SEVENTH: Elections of directors need not be by written ballot unless the by–laws of the Corporation shall otherwise provide.

EIGHTH: A director or the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that the foregoing shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of Delaware is hereafter amended to permit further elimination or limitation of the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of Delaware as so amended. Any repeal or modification of this Article EIGHTH by the stockholders of the Corporation or otherwise shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

NINTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any class of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class or creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which said application has been made, be binding on all the creditors or class of creditors, and/or on all of the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

– 2 –

TENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of August, 1988 and I affirm that the foregoing certificate is my act and deed and that the facts stated therein are true.

/S/    DAVID N. SHINE        

David N. Shine, Incorporator

– 3 –

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/21/2002

020188784 – 2170265

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

Star Theatres of Michigan, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST: In accordance with Section 303 of the General Corporation Law of the State of Delaware, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40389, confirmed and approved on March 1, 2002.

SECOND: That the Certificate of Incorporation of this corporation be amended by adding the following sentence to Article Four:

“In accordance with Section 1123(a)(6) of the Bankruptcy code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

THIRD: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on March 21, 2002.

IN WITNESS WHEREOF, said Star Theatres of Michigan, Inc. has caused this certificate to be signed by Bryan Berndt, its Vice President, this 21st day of March, 2002, under penalty of perjury that this Certificate is the act and deed of this Corporation and that the facts stated herein are true.

Star Theatres of Michigan, Inc.
By:	/S/    BRYAN BERNDT
	Bryan Berndt Vice President

EX-3.2.41

Exhibit 3.2.41

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 05/09/1991

751129003 – 2262570

CERTIFICATE OF INCORPORATION

OF

LOEWS THEATRE ENTERPRISES, INC.

THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, do hereby certify as follows:

FIRST: The name of the corporation is LOEWS THEATRE ENTERPRISES, INC.

SECOND: Its initial registered office is to be located at 32 Loockerman Square, Suite L-100, in the City of Dover, in the County of Kent, in the State of Delaware. The name of its initial registered agent at that address is The Prentice-Hall Corporation System, Inc.

THIRD: The purposes of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The aggregate number of shares of stock which the corporation is authorized to issue is One (100) Hundred, each of which has a par value of One ($0.01) Cent per share. All such shares are of one class and are Common Stock.

FIFTH: The name and address of the single incorporator is as follows:

David I. Badain

47 Plaza Street

Brooklyn, New York 11217

SIXTH: The registered agent of the corporation is the The Prentice-Hall Corporation System, Inc. whose address is 32 Loockerman Square, Suite L-100, Dover, Delaware. The registered agent is the agent of the corporation upon whom process against it may be served.

SEVENTH: The By-Laws of the Corporation may be made, altered, amended, changed, added to or repealed by the Board of Directors without the assent or vote of the stockholders. Elections of directors need not be by ballot unless the By-Laws so provide.

EIGHTH: The corporation shall have the power to indemnify all persons whom it may indemnify pursuant to law, including, without limitation, Section 145 of the Delaware General Corporation Law, as amended from time to time.

NINTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of §102 of the General Corporation Law of the State of Delaware as the same may be amended and supplemented.

TENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the 30th day of April, 1991.

/s/ David I. Badain

David I. Badain

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

Star Theatres, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: In accordance with Section 303 of the General Corporation Law of the State of Delaware, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40391, confirmed and approved on March 1, 2002.

SECOND: That the Certificate of Incorporation of this corporation be amended by adding the following sentence to Article Four:

“In accordance with Section 1123(a)(6) of the Bankruptcy code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003”.

THIRD: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on March 21, 2002.

IN WITNESS WHEREOF, said Star Theatres, Inc. has caused this certificate to be signed by Bryan Berndt, its Vice President, this 21st day of March, 2002, under penalty of perjury that this Certificate is the act and deed of this Corporation and that the facts stated herein are true.

Star Theatres, Inc.
By:	/s/ Bryan Berndt
	Bryan Berndt
	Vice President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/21/2002

020188786 - 2262570

EX-3.2.42

Exhibit 3.2.42

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

THE WALTER READE ORGANIZATION, INC.

The Walter Reade Organization, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:

By unanimous consent of the Board of Directors of the Corporation, a resolution was duly adopted, pursuant to Sections 141 and 242 of the General Corporation Law of the State of Delaware, setting forth an amendment to the Certificate of Incorporation of the Corporation and declaring said amendment to be advisable. The stockholders of the Corporation duly approved said proposed amendment by consent in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware. The resolution setting forth the amendment is as follows:

Resolved, that the Certificate of Incorporation of the Corporation be amended by altering the Article thereof numbered “Third” so that, as amended, said Article shall be and read as follows:

Third:  The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

[The remainder of this page is left intentionally blank.]

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:55 PM 07/28/2004

FILED 01:18 PM 07/28/2004

SRV 040552292 –0534111 FILE

IN WITNESS WHEREOF, The Walter Reade Organization, Inc. has caused this Certificate of Amendment of Certificate of Incorporation to be executed by its Senior Vice President, this 27^th day of July, 2004.

/s/ Michael Politi

Senior Vice President

Michael Politi

Senior Vice President & Corporate Counsel

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

THE WALTER READE ORGANIZATION, INC.

It is hereby certified that:

1. The name of the corporation (hereinafter called the “Corporation”). ____ The Walter Reade Organization, Inc.

2. The Certificate of Incorporation of the Corporation is hereby amended by deleting the first paragraph of Article FOURTH thereof in its entirely and substituting the following in lieu thereof:

“FOURTH (A) The total number of shares which the Corporation shall have the authority to issue is six million five hundred thousand (6,500,000) shares, consisting of Five Hundred Thousand (500,000) shares of preferred stock of the par value of One Dollar ($1.00) per share (hereinafter called “Preferred Stock”), and Six Million (6,000,000) shares of common stock of the par value of twenty-five cents ($.25) per share (hereinafter called “Common Stock”).

3. The Certificate of Incorporation of the Corporation is hereby further amended by adding the following three (3) paragraphs to the end of existing Article FOURTH thereof:

“(B) Effective as of 12:00 a.m. Eastern Daylight Time, on the 15th day of May, 1981, (i) all of the theretofore issued and outstanding shares of the Corporation’s $4.53 Cumulative Convertible Preferred Stock, par value $1.00 per share (the “Preferred Stock”), shall be converted into and shall become issued, outstanding fully paid and non-assessable shares of Common Stock, at the rate of sixty (60) shares of Common Stock for each share of Preferred Stock, (ii) all of the theretofore issued and outstanding shares of the Common Stock par value $.25 per share, of the Corporation (the “Old Stock”) shall be converted into and shall become issued, outstanding, fully paid and non-assessable shares of Common Stock, and all of the shares of Old Stock theretofore reserved for issuance upon the exercise of options previously granted and warrants previously issued by the Corporation shall be converted into and shall become shares of Common Stock, at the rate of three-fifths _____ of a share of Common Stock for each share of Old Stock, and (iii) each share of Preferred Stock and each share of Old Stock held in the treasury of the Corporation shall be cancelled.

“(C) Notwithstanding anything to the contrary set forth in Paragraph (B) of this Article FOURTH, (i) upon the conversion of shares of Preferred Stock into shares of Common Stock pursuant to said Paragraph (B), all arrearages in respect of accrued, but undeclared and unpaid, dividends on the Preferred Stock shall terminate and be extinguished and (ii) ___ fractional shares of Common Stock shall be issued in connection with the conversion of shares of Preferred Stock or Old Stock into shares of Common Stock pursuant to said Paragraph (B) and each stockholder who would otherwise be entitled to receive a fractional share of Common Stock in respect of the stockholder’s Preferred Stock or Old Stock shall receive in lieu of such fractional share cash equal to the fair value of such fractional share based upon the market price of the Old Stock on April 20, 1981.

“(D) Upon conversion of shares of Preferred Stock and Old Stock into shares of Common Stock pursuant to Paragraph (B) of this Article FOURTH, each certificate which theretofore __________ one or more shares of Preferred Stock or Old Stock shall thenceforth evidence the appropriate number of shares of Common Stock and the holder of such certificate shall be entitled to all rights attributable to such shares of Common Stock under this Certificate of Incorporation as thenceforth in effect. Upon the surrender to the Corporation of any certificate purporting to evidence one or more shares of Preferred Stock or Old Stock, the holder of such certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the appropriate number of shares of Common Stock and the cash payment for any fractional shares computed as provided in Paragraph (C) of this Article FOURTH”

4 This Certificate of Amendment shall be effective at 12.01 a.m. Eastern Daylight Time on the 15th day of May, 1981.

5. This Certificate of Amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

6. The capital of the Corporation will not be reduced by this Certificate of Amendment.

Signed and attested to on May 11, 1981

	THE WALTER READE ORGANIZATION, INC.
[SEAL]	By:	/s/ Sheldon Gunsberg
		Sheldon Gunsberg,
		President
Attest

By:	/s/ Martin Katz
	Martin Katz,
	Secretary

State of New York	}	ss:
County of New York

BE IT REMEMBERED that on this 11th day of May, 1981, personally came before me, a notary public in and for the County and State aforementioned, Sheldon Gunsberg, President of The Walter Reade Organization, Inc., a corporation of the State of Delaware, and he duly executed said certificate before me and acknowledged said certificate to be his act and deed and the act and deed of said corporation and that the facts stated therein are true, and that the seal affixed to said certificate and attested by the Secretary of said corporation is the corporate seal of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year aforesaid.

/s/ Illegible

Notary Public

_________________

___________________ of New York

___________551

______ New York County

___________ Expires March 30, 1982

[SEAL]

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

THE WALTER READE ORGANIZATION, INC.

It is hereby certified that:

1. The name of the corporation (hereinafter called the “Corporation”) is The Walter Reade Organization, Inc.

2. The Certificate of Incorporation of the Corporation is hereby amended by striking out Article FOURTH thereof and by substituting in lieu of said Article the following new Article:

“FOURTH: The total number of shares which the Corporation shall have authority to issue is Three Million Five Hundred Thousand (3,500,000), consisting of Five Hundred Thousand (500,000) shares of preferred stock of the par value of One ($1.00) Dollar per share (hereinafter called “Preferred Stock”), and Three Million (3,000,000) shares of common stock of the par value of Twenty-five Cents (25¢) Per share (hereinafter called “Common Stock”).

“(l) The minimum amount of capital with which the Corporation will commence business is One Thousand ($1,000.00) Dollars.

PREFERRED STOCK

“(2) The Preferred Stock may be issued from time to time in one or more series, each of such series to have such voting powers (full or limited or without voting powers), designations, preferences and relative, participating, optional or other special rights, and qualifications limitations or restrictions thereof as are stated and expressed herein, or in a resolution or resolutions providing for the issue of such series adopted by the Board of Directors as hereinafter provided.

“(3) Authority is hereby granted to the Board of Directors to create one or more series of Preferred Stock and, with respect to each series, to fix by resolution or resolutions providing for the issue of such series:

(a) The number of shares to constitute such series and the distinctive designation thereof;

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(b) The dividend rate on the shares of such series, the dividend payment dates, the periods in respect of which dividends are payable (‘Dividend Periods’), whether such dividends shall be cumulative, and, if cumulative, the date or dates from which dividends shall accumulate, and the preferences, if any, which shares of such series shall be entitled to receive in the payment of dividends;

(c) Whether or not the shares of such series shall be redeemable, and, if redeemable, on what terms, including the redemption prices which the shares of such series shall be entitled to receive upon the redemption thereof;

(d) Whether or not the shares of such series shall be subject to the operation of retirement or sinking funds to be applied to the purchase or redemption of such shares for retirement and, if such retirement or sinking funds be established, the annual amount thereof and the terms and provisions relative to the operation thereof;

(e) Whether or not the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation and the conversion price or prices or rate or rates, or the rate or rates at which exchange shall be made, with such adjustments, if any, as shall be stated and expressed or provided in such resolution or resolutions;

(f) The preferences, if any, and the amounts thereof which the shares of such series shall be entitled to receive upon the voluntary and involuntary dissolution of the Corporation;

(g) The voting power, if any, of the shares of such series; and

(h) Such other terms, conditions, specifications, special rates and protective provisions as the Board of Directors may deem advisable.

Notwithstanding the fixing of the number of shares constituting a particular series upon the issuance thereof, the Board of Directors may at any time thereafter authorize the issuance of additional shares of the same series.

-2-

“(4) No dividend shall be declared and set apart for payment on any series of Preferred Stock in respect of any Dividend Period unless there shall likewise be or have been paid, or declared and set apart for payment, on all shares of Preferred Stock of each other series entitled to cumulative dividends at the time outstanding which rank equally as to dividends with the series in question, dividends ratably in accordance with the sums which would be payable on the said shares through the end of the last preceding Dividend Period if all dividends were declared and paid in full.

“(5) If upon any dissolution of the Corporation, the assets of the Corporation distributable among the holders of any one or more series of Preferred Stock which (i) are entitled to a preference over the holders of the Common Stock upon such dissolution, and (ii) rank equally in connection with any such distribution, shall be insufficient to pay in full the preferential amount to which the holders of such shares shall be entitled, then such assets, or the proceeds thereof, shall be distributed among the holders of each such series of the Preferred Stock ratably in accordance with the sums which would be payable on such distribution if all sums payable were discharged in full.

“(6) In the event that the Preferred Stock of any series shall be redeemable, then, at the option of the Board of Directors, the Corporation may at such time or times as may be specified by the Board of Directors as provided in subparagraph (c) of paragraph 3 of this Article FOURTH redeem all, or any number less than all, of the outstanding shares of such series at the redemption price thereof and on the other terms fixed by the Board of Directors as provided in such subparagraph (c).

COMMON STOCK

“(7) Subject to all of the rights of the Preferred Stock, dividends may be paid upon the Common Stock as and when declared by the Board of Directors out of any funds legally available therefor.

“(8) Upon any liquidation, dissolution or winding up of the Corporation, and after the holders of the Preferred Stock of each series shall have been paid in full the amounts to which they respectively shall be entitled, as provided in the resolution of the Board of Directors creating such series, or an amount sufficient to pay the aggregate amount to which the holders of the Preferred Stock of each series shall be entitled, as provided in the resolution of the Board of Directors creating such series, shall have been deposited with a bank or trust company designated by the Board of Directors having a capital, surplus and undivided profits of at least

-3-

Five Million ($5,000,000) Dollars as a trust fund for the benefit of the holders of such Preferred Stock, the remaining net assets of the Corporation shall be distributed pro rata to the holders of the Common Stock.

GENERAL

“(9) No holder of any shares of the stock of the Corporation shall be entitled as of right to purchase or subscribe for or otherwise acquire any shares of stock, whether now or hereafter authorized, or any securities or obligations convertible into, or exchangeable for, or any right, warrant or option to purchase, any shares of stock of any class which the Corporation may at any time hereafter issue or sell whether now or hereafter authorized, but any and all such stock, securities, obligations, rights, warrants and options may be issued and disposed of by the Board of Directors to such persons, firms, corporations and associations, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same or any thereof, to the stockholders.

“(10) A director shall be fully protected in relying in good faith upon the books of account of the Corporation or statements prepared by any of its officials as to the amount and value of the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid.

“(11) The Corporation shall be entitled to treat the person in whose name any share, right or option is registered as the owner thereof, for all purposes, and shall not be bound to recognize any equitable or other claim to or interest in such share, right or option on the part of any other person, whether or not the Corporation shall have notice thereof, save as may be expressly provided by the laws of the State of Delaware.”

3. The amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

4. The capital of the Corporation will not be reduced under or by reason of any amendment herein certified.

Executed at New York, New York on May 7, 1968.

/s/ Walter Reade, Jr.

President

ATTEST:

/s/ Albert Floersheimer, Jr.

Secretary

-4-

STATE OF NEW YORK	)
	:	ss.:
COUNTY OF NEW YORK	)

BE IT REMEMBERED that, on May 7, 1968, before me, a Notary Public duly authorized by law to take acknowledgment of deeds, personally came Walter Reade, Jr., President of The Walter Reade Organization, Inc. who duly signed the foregoing instrument before me and acknowledged that such signing is his act and deed, that such instrument as executed is the act and deed of said Corporation, and that the facts stated therein are true.

GIVEN under my hand on May 7, 1968.

/s/ Illegible

Notary Public

____________________________________

____________________________________

____________________________________

[SEAL]

-5-

FILED

1 P.M.

MAY 23 1984

/s/ Illegible

SECRETARY OF STATE

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

of

THE WALTER READE ORGANIZATION, INC.

It is hereby certified:

1. The name of the corporation (hereinafter called the “Corporation”) is THE WALTER READE ORGANIZATION, INC.

2. The Certificate of Incorporation of the Corporation is hereby amended by striking out the first paragraph of Article FOURTH, by striking out Article EIGHTH thereof, by substituting in lieu of said first paragraph of Article FOURTH and in lieu of Article EIGHTH the following new first paragraph of Article FOURTH and new Article EIGHTH, and by adding the following new Article THIRTEENTH:

“FOURTH: (A) The total number of shares which the corporation shall have the authority to issue is twenty million five hundred thousand (20,500,000) shares, consisting of Five Hundred Thousand (500,000) shares of preferred stock of par value of One Dollar ($1.00) per share (hereinafter called “Preferred Stock”), and Twenty Million (20,000,000) shares of common stock of par value of twenty-five cents ($.25) per share (hereinafter called “Common Stock”).

EIGHTH: (a) Until and including the earlier of (i) November 3, 1985 or (ii) such date as provided in paragraph (c) of this Article EIGHTH as the Board of Directors shall no longer be classified (the “Period”), the number of directors constituting the entire Board of Directors shall be fourteen. Effective at the end of the Period, the number of directors constituting the entire Board of Directors shall be determined as provided in the By-Laws of the Corporation.

(b) During the Period, the Board of Directors shall be divided into two

classes, designated as Class I and Class II and, except as provided in paragraph (c) of this Article EIGHTH, each class shall consist of seven directors. All Class I and Class II directors elected at the 1984 Annual Meeting of Stockholders shall serve, subject, in the case of Class II directors, to paragraph (c) of this Article EIGHTH, for terms expiring at the 1985 Annual Meeting of Stockholders and until their respective successors are elected and qualify. Subsequent to the 1984 Annual Meeting of Stockholders and during the Period, the Board of Directors’ nominees for election as Class I directors shall be selected by the vote of a majority of Class I directors then in office and the Board of Directors’ nominees for election as Class II directors, if any, shall be selected by the vote of a majority of Class II directors then in office or, if less than three (3) remaining Class II directors, then by the unanimous vote of all such remaining Class II directors. At the 1985 Annual Meeting of Stockholders and during the Period, all Class I and Class II directors shall be elected for terms, subject, in the case of Class II directors, to paragraph (c) of this Article EIGHTH, expiring at the next succeeding annual meeting of stockholders and until their respective successors are elected and qualify.

(c) Notwithstanding the provisions of paragraphs (a) and (b) of this Article EIGHTH, in the event Columbia Pictures Industries, Inc. and its affiliates, as such term has meaning under Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 as in effect on March 15, 1984 (collectively, “Columbia”), shall own, in the aggregate, at any time during the Period, of record and beneficially (determined in accordance with Rule 13d-3 or such General Rules and Regulations as in effect on March 15, 1984) less than twenty (20%) percent but at least ten (10%) percent of the then issued and outstanding shares of the Common Stock of the Corporation, the Class I directors,

-2-

at their option, by majority vote of the Class I directors then in office taken at a regular or special meeting of the entire Board of Directors duly called and held in accordance with the By-Laws of the Corporation and the Delaware General Corporation Law, at which regular or special meeting a majority of the Class I directors then in office and not less than one-third of the members of the entire Board of Directors shall constitute a quorum for the transaction of business, may permanently reduce the number of Class II directors from seven (7) directors to two (2) directors for the remainder of the Period and the total number of directors constituting the entire Board of Directors shall be reduced to nine (9) for the remainder of the Period. In the event that the Class I directors shall so elect to permanently reduce the number of Class II directors from seven (7) directors to two (2) directors, the term of office of five (5) Class II directors shall terminate immediately. Five (5) Class II directors, to be selected by a majority of the Class II directors in office immediately prior to such reduction, shall tender their written resignations at such regular or special meeting, which resignations shall be effective immediately. In the event that such resignations shall not have been received, the Class I directors shall have the right to select five (5) Class II directors to be removed, which removal shall be effective immediately upon such selection. Except as otherwise provided above in this paragraph (c) during the Period, Class I directors may be removed as directors only by the vote of a majority of all remaining Class I directors and Class II directors may be removed as directors only by the vote of a majority of all remaining Class II directors; provided, however, that this provision shall not apply to directors elected by holders of shares of any class or series of preferred stock of the Corporation, if any, voting as a separate class or series under any provision of the Certificate of Incorporation, which directors may be removed only

-3-

as provided in the Certificate of Incorporation relating to any such preferred stock. In the event Columbia shall own, at any time during the Period, of record and beneficially (determined in accordance with Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934 as in effect on March 15, 1984), less than ten (10%) percent of the then issued and outstanding shares of Common Stock of the Corporation, the total number of directors constituting the entire Board of Directors shall be reduced to seven (7) directors (subject to change thereafter as provided in the By-Laws of the Corporation), the terms of office of all Class II directors shall immediately terminate, the Period shall be deemed to have ended, and the provisions of paragraphs (a), (b), (c), (d) and (e) of this Article EIGHTH and Article THIRTEENTH shall thereupon be null and void and shall have no further force and effect. Effective immediately following the end of the Period, directors may be removed at any time in such manner as shall be provided in paragraph (f) of this Article EIGHTH and in the By-Laws of the Corporation.

(d) During the Period, if the office of any director or directors becomes vacant for any reason, (i) a majority of the Class I directors (or if there be but one, then that one) then in office after the vacancy has occurred, though less than a quorum, may chose a successor or successors with respect to a vacancy or vacancies in the office of Class I directors and (ii) a majority of the Class II directors (or if there be but one, then that one) then in office after the vacancy has occurred, though less than a quorum, may choose a successor or successors with respect to a vacancy or vacancies in the office of Class II directors. Each such successor shall hold office for the unexpired term of any such Class I or Class II director, as the case may be. Effective at the end of the Period, vacancies in the Board of Directors, regardless of class, shall be filled as provided in paragraph (f) of

-4-

this Article EIGHTH and in the By-Laws of the Corporation.

(e) Except as otherwise provided above in this Article EIGHTH, all decisions to be made by the Board of Directors of the Corporation under that certain agreement dated November 4, 1983 among the Corporation, Columbia Pictures Industries, Inc. and Sheldon Gunsberg shall be made exclusively by the Class I directors. Except as provided in this Article EIGHTH, in any other provision of this Certificate of Incorporation, or as provided by law, all corporate powers shall be exercised by the Board of Directors, without regard to class.

(f) Effective at the end of the Period and except as otherwise provided by any statute or by this Certificate of Incorporation, (i) all corporate powers shall be exercised by the Board of Directors, (ii) any director may be removed at any time in such manner as shall be provided in the by-laws of the Corporation and (iii) vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum. Elections of directors need not be by ballot.

IN FURTHERANCE AND NOT IN LIMITATION OF THE POWERS CONFERRED BY STATUTE, THE BOARD OF DIRECTORS IS EXPRESSLY AUTHORIZED:

(i) To fix, determine and var_ from time to time the amount to be maintained as surplus and the amount to be set apart as working capital.

(ii) To set apart out of any of the funds of the Corporation available for dividends a reserve for any proper purpose and/or to abolish any such reserve.

(iii) Subject to Article THIRTEENTH of this Certificate of Incorporation, to make, amend, repeal or add to the By-laws

-5-

of the Corporation, without any action on the part of the stockholders. The by-laws made by the directors may be amended, altered, added to or repealed by the affirmative vote of the holders of a majority of the outstanding stock of the Corporation.

(iv) To authorize and cause to be executed mortgages and liens, without limit as to amount, upon the real and personal property of the Corporation, including after-acquired property.

(v) From time to time to determine whether and to what extent, at what time and place, and under what conditions and regulations the accounts and books of the Corporation, or any of them shall be open to the inspection of any stockholders; and no stockholder shall have any right to inspect any account or book or document of the Corporation except as conferred by statute or by-laws or as authorized by a resolution of the stockholders or Board of Directors.

(vi) To authorize the payment of compensation to the directors for services to the Corporation, including fees for attendance at meetings of the Board of Directors, of the Executive Committee, and of other committees, and to determine the amount of such compensation and fees.

THIRTEENTH: During the Period, in addition to any other vote that may be required by statute, stock exchange regulation, this Certificate of Incorporation or any amendment hereof, or by the By-Laws of the Corporation, the affirmative vote of the holders of at least 80% of the outstanding shares of capital stock of the Corporation entitled to vote in the election of directors (considered for this purpose as one class) shall be required to amend, alter or repeal, or to adopt any provision of the Certificate of Incorporation or

-6-

the By-Laws of the Corporation inconsistent with the provisions of paragraphs (a), (b), (c), (d) and (e) of Article EIGHTH or this Article THIRTEENTH of the Certificate of Incorporation or Sections 1, 2, 6 and 7 of Article III and Section 4 of Article VI of the By-Laws of the Corporation.”

3. The amendments of the Certificate of Incorporation herein certified have been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

4. The capital of the Corporation will not be reduced under or by reason of any amendment herein certified.

Signed and attested to on May 23, 1984.

/s/ Sheldon Gunsberg

Sheldon Gunsberg, President

ATTEST:

/s/ Martin Katz

Martin Katz, Secretary

[SEAL]

-7-

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

THE WALTER READE ORGANIZATION, INC.

THE WALTER READE ORGANIZATION, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of THE WALTER READE ORGANIZATION, INC., resolutions were duly adopted setting forth proposed amendments to the Certificate of Incorporation of said corporation, declaring said amendments to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolutions setting forth the proposed amendments are as follows:

RESOLVED that the Board of Directors of the Corporation deems it advisable that the first paragraph of Article Fourth of the Certificate of Incorporation of the Corporation be amended by eliminating the existing first paragraph of Article Fourth and by substituting therefor a new first paragraph of Article Fourth to read as follows:

“FOURTH: The total number of shares which the Corporation shall have authority to issue is Six Million Five Hundred Thousand (6,500,000), consisting of Five Hundred Thousand (500,000) shares of Preferred Stock of the par value of One ($1.00) Dollar per share (hereinafter called “Preferred Stock”) and Six Million (6,000,000) shares of Common Stock of the par value of Twenty-Five (25_) Cents per share (hereinafter called “Common Stock”).”

RESOLVED that the Board of Directors of the Corporation deems it advisable that Article Tenth of the Certificate of Incorporation be amended by eliminating the existing Article Tenth and by substituting therefor a new Article Tenth to read as follows:

“TENTH: (1) To the full extent permitted by the laws of the State of Delaware:

(a) The Corporation shall indemnify any person, his heirs, executors or administrators, made or threatened to be made a party to any action, suit or proceeding (whether actual or threatened or brought by or in the right of the Corporation or otherwise), civil, criminal, administrative or investigative, by reason of the fact that he is or was an officer or director of the Corporation, or serves or has served at the request of the Corporation as a director, officer, partner, trustee, employee or agent of any other corporation or any partnership, joint venture, trust or other enterprise, against judgments, fines and amounts paid in settlement by such person or such heirs, executors or administrators in such action, suit or proceeding and against all expenses actually and reasonably incurred by such person or such heirs, executors or administrators in the defense or settlement of such action, suit or proceeding.

(b) The Corporation may, in the discretion of the Board of Directors, pay expenses incurred in defending any action, suit or proceeding described in subsection (a) of this section (1) in advance of the final disposition of such action, suit or proceeding.

(c) The Corporation may purchase and maintain insurance on behalf of any person described in subsection (a) of this section (1) against any liability asserted against him whether or not the Corporation would have the power to indemnify him against such liability by law.

(2) The adoption of the foregoing provisions shall not be exclusive of any other rights to indemnification to which those seeking indemnification may be entitled under any by-law, agreement, or vote of stockholders or disinterested directors nor shall the foregoing be in derogation of the powers of the Corporation to indemnify employees or agents of the Corporation.”

2

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a deferred annual meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendments.

THIRD: That said amendments were duly adopted in accordance with the provisions of section 242 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of said corporation will not be reduced under or by reason of said amendments.

IN WITNESS WHEREOF, said THE WALTER READE ORGANIZATION, INC., has caused its corporate seal to be hereunto affixed and this certificate to be signed by Walter Reade, Jr., its President, and attested by Albert Floersheimer, Jr., its Secretary, this __ day of July, 1969.

THE WALTER READE ORGANIZATION, INC.
By	/s/ Walter Reade, Jr.
	President

(CORPORATE SEAL)
ATTEST:
By	/s/ Albert Floersheimer, Jr.
	Secretary

3

STATE OF NEW YORK	)
	)	ss.:
COUNTY OF NEW YORK	)

BE IT REMEMBERED, that on this 29th day of July 29th, 1969, personally came before me, a Notary Public in and for the County and State aforesaid, Walter Reade, Jr., President of The Walter Reade Organization, Inc., a corporation of the State of Delaware, and he duly executed said certificate before me and acknowledged the said certificate to be his act and deed and the act and deed of said corporation and the facts stated therein are true: and that the seal affixed to said certificate and attested by the Secretary of said corporation is the common or corporate seal of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year aforesaid.

/s/ Illegible

Notary Public

_______________

_______________State of New York

_______________

______________________

_______________________

[SEAL]

CERTIFICATE OF AMENDMENT

of

CERTIFICATE OF INCORPORATION

of

WALTER READE-STERLING, INC.

We, the undersigned, SHELDON GUNSBERG and ALBERT FLOERSHEIMER, Jr., respectively Executive Vice President and Assistant Secretary of Walter Reade-Sterling Inc., a corporation organized and existing under the laws of the State of Delaware, DO HEREBY CERTIFY that the following amendment of the Certificate of Incorporation of said Corporation has been duly adopted in accordance with the provisions of Section 242 of Title 8, Chapter 1 of the Delaware Code of 1953, as amended:

Article FIRST of the Certificate of Incorporation of Walter Reade-Sterling Inc. has been amended to be and reads as follows:

“FIRST: The name of the Corporation is THE WALTER READE ORGANIZATION, INC.”

WE DO FURTHER CERTIFY that the capital of Walter Reade-Sterling Inc. will not be reduced under or by reason of said amendment.

IN WITNESS WHEREOF we have hereunto set our hands and the seal of said Corporation this 7th day of September, 1966.

/s/ Sheldon Gunsberg

Executive Vice President

/s/ Albert Floersheimer, Jr.

Assistant Secretary

[SEAL]

1

STATE OF NEW YORK	)
	:	ss.:
COUNTY OF NEW YORK	)

BE IT REMEMBERED that on this 7th day of September, 1966, personally came before me, a Notary Public of the County and State aforesaid, SHELDON GUNSBERG, Executive Vice President of Walter Reade-Sterling Inc., a corporation organized and existing under the laws of the State of Delaware, the corporation described in and which executed the foregoing certificate, known to me personally to be such, and as such Executive Vice President he duly executed said certificate before me and acknowledged the said certificate to be his act and deed and the act and deed of said corporation; that the signatures are the signatures of the said Executive Vice President and Assistant Secretary of said company respectively, and that the seal affixed to said certificate is the common or corporate seal of said corporation.

GIVEN under my hand and official seal the day and year above written.

/s/ Illegible

Notary Public

[SEAL]

_____________

Notary Public State of New York

No. ______________

Qualified by _____________________

Term Expires March 20________

2

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

BEFORE PAYMENT OF CAPITAL

OF

INTERNATIONAL INVESTING ADMINISTRATORS, INC.

We, the undersigned, being all of the directors of INTERNATIONAL INVESTING ADMINISTRATORS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DO HEREBY CERTIFY as follows:

1. Articles FIRST, SECOND, THIRD, FOURTH, FIFTH, SIXTH, SEVENTH, EIGHTH, NINTH, TENTH and ELEVENTH of the Certificate of Incorporation be, and they hereby are, amended to read as follows:

“FIRST: The name of the Corporation is WALTER READE–STERLING, INC.”

“SECOND: The principal office or place of business of the Corporation in the State of Delaware is to be located at 229 South State Street, in the City of the Dover, County of Kent. The name and address of its resident agent is The Frentice-Hall Corporation System, Inc., 229 South State Street, Dover, Delaware.”

“THIRD: The nature of the business of the Corporation and the objects or purposes to be transacted, promoted or carried on by it are as follows:

“To make, buy, sell, lease, distribute and generally deal in motion picture films and negatives; to carry on, in all its departments and branches the business of producing, co-producing and distributing motion pictures and other entertainments; to acquire copyrights, licenses or other rights in or

to plays, films, dramas, dramatizations, musical compositions and intellectual properties of all kinds; as principal or agent, to buy, sell, create, develop, distribute, disseminate and exhibit advertising, promotion and publicity materials of all kinds, including without limitation, screen advertising; to acquire, fit up, maintain and operate studios, laboratories, photographic and other equipment for the making, production, alteration and editing of moving pictures of all kinds; to own, operate, lease and sublease motion picture theatres and other places of entertainment; to buy, sell, own, operate and grant concessions to sell goods and merchandise in theatres, places of entertainment, places of business and elsewhere; to buy, sell, own, operate, maintain, lease and sublease vending machines of all types and in all places; and to make all contracts and do all things suitable and conducive to the accomplishment of the foregoing objects;

_____ _____, buy, exchange, lease, sublease or otherwise acquire or dispose of real estate ___ any interest or right therein and to hold, own, operate, control, maintain, manage, and develop the same and to buy, sell, lease, sublease, construct, maintain, alter, manage and control directly or through ownership of stock in any other corporation any and all kinds of buildings, theatres and other places of entertainment, stores, offices, warehouses, mills, shops, factories, machinery and plants, and any and all other structures;

“To assign, sell and transfer, convey, lease, or otherwise alienate or dispose of, and to mortgage or otherwise encumber the lands, buildings, real and personal property of the corporation wherever situated, and any and all legal and equitable interests therein;

“To purchase, sell, lease manufacture, deal in and deal with every kind of goods, wares and merchandise, and every kind of personal property, including patents and patent rights, chattels, easements, privileges and franchises which may lawfully be purchased, sold, produced or dealt in;

“To purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of, and to deal in any bonds or evidences of indebtedness or other securities, created or issued by any other corporation or corporations,

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association or associations, of any state, territory, or country, and, while the owner thereof, to exercise all the rights, powers, and privileges of ownership;

“To purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of, and to deal in shares of the capital stock of any other corporation or corporations, association or associations, of any state, territory, or country, and, while the owner of such stock, to exercise all the rights, powers, and privileges of ownership, including the right to vote thereon;

“To aid in any manner any corporation or corporations, or association or associations, of which any bonds, evidences of indebtedness or other securities, or shares of stock are held by the corporation, and to do any acts or things necessary, expedient, or calculated to protect, preserve, improve, or enhance the value of any such bonds, evidences of indebtedness or other securities, or shares of stock;

“To service, improve, repair, work upon, manufacture and lease, either itself or through subsidiary or affiliated corporations and associations, equipment of every description and variety;

“To acquire, organize, assemble, develop, build up and operate, either itself or through subsidiary or affiliated corporations or associations, servicing, supplying, operating, constructing and producing organizations and systems and to hire, sell, lease, exchange, turn over, deliver and dispose of such organizations, in whole or in part, and as going organizations and systems or otherwise.

“The foregoing shall be construed as objects, purposes, and powers, and it is hereby expressly provided that the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the powers of the Corporation, but the Corporation shall have all such powers, purposes or objects, but only such powers, purposes and objects, for which a corporation may be formed under the provisions of the General Corporation Law of the State of Delaware.”

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“FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is Three Million (3,000,000), and the par value of each of such shares shall be Twenty-five Cents (25¢) per share. All such shares are of one class and are designated as Common Stock.

“The minimum amount of capital with which the Corporation will commence business is One Thousand Dollars ($1,000).

“No holder of any shares of the stock of the Corporation shall be entitled as of right to purchase or subscribe for or otherwise acquire any shares of stock, whether now or hereafter authorized, or any securities or obligations convertible into, or exchangeable for, or any right, warrant or option to purchase, any shares of stock of any class which the Corporation may at any time hereafter issue or sell whether now or hereafter authorized, but any and all such stock, securities, obligations, rights, warrants and options may be issued and disposed of by the Board of Directors to such persons, firms, corporations and associations, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same or any thereof, to the stockholders.

“A director shall be fully protected in relying in good faith upon the books of account of the Corporation or statements prepared by any of its officials as to the amount and value of the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid.

“The Corporation shall be entitled to treat the person in whose name any share, right or option is registered as the owner thereof, for all purposes, and shall not be bound to recognize any equitable or other claim to or interest in such share, right or option on the part of any other person, whether or not the Corporation shall have notice thereof, save as may be expressly provided by the Laws of the State of Delaware.”

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“FIFTH: The names and places of residence of each of the incorporators are as follows:

Name	Place of Residence
L. R. Boland	Dover, Delaware
N. A. Scott	Dover, Delaware
_. A. Pool, III	Dover, Delaware”

“SIXTH: The Corporation is to have perpetual existence.”

“SEVENTH: The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatsoever.”

“EIGHTH: All corporate powers shall be exercised by the Board of Directors, except as otherwise provided by statute or by this Certificate of Incorporation. Elections of directors need not be by ballot. Any director may be removed at any time in such manner as shall be provided in the by-laws of the Corporation. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum.

“IN FURTHERANCE AND NOT IN LIMITATION OF THE POWERS CONFERRED BY STATUTE, THE BOARD OF DIRECTORS IS EXPRESSLY AUTHORIZED:

“(a) To fix, determine and vary from time to time the amount to be maintained as surplus and the amount to be set apart as working capital.

“(b) To set apart out of any of the funds of the Corporation available for dividends a reserve for any proper purpose and/or to abolish any such reserve.

“(c) To make, amend, repeal or add to the by-laws of the Corporation, without any action on the part of the stockholders. The by-laws made by the directors may be amended, altered, added to or repealed by the affirmative vote of the holders of a majority of the outstanding stock of the Corporation.

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“(d) To authorize and cause to be executed mortgages and liens, without limit as to amount, upon the real and personal property of the Corporation, including after-acquired property.

“(e) From time to time to determine whether and to what extent, at what time and place, and under what conditions and regulations the accounts and books of the Corporation, or any of them, shall be open to the inspection of any stockholders; and no stockholder shall have any right to inspect any account or book or document of the Corporation except as conferred by statute or by-laws or as authorized by a resolution of the stockholders or Board of Directors.

“(f) To authorize the payment of compensation to the directors for services to the Corporation, including fees for attendance at meetings of the Board of Directors, of the Executive Committee, and of other committees, and to determine the amount of such compensation and fees.”

“NINTH: A director of the Corporation shall not be disqualified by his office from dealing or contracting with the Corporation either as a vendor, purchaser or otherwise, nor shall any transaction or contract of the Corporation be void or voidable, nor shall the rejection of any corporate opportunity or the failure of the Corporation to enter into any transaction or contract give rise to any rights in the Corporation, by reason of the fact that any director or any firm of which any director is a member or any corporation of which any director is a shareholder, officer or director, is in any way interested in such transaction, contract or opportunity, provided that such transaction or contract is or shall be authorized, ratified or approved or such transaction, contract or opportunity is or shall be rejected either (1) by a vote of a majority of a quorum of the Board of Directors or of the Executive Committee, without including in such majority (but there may be included in such quorum) any director so interested or member of a firm so interested, or a shareholder, officer or director of a corporation so interested, or (2) by the written consent of the holders of record of a majority of all the outstanding shares of stock of the Corporation entitled to vote or the affirmative vote of the holders

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of a majority of stock of the Corporation represented at any meeting at which a quorum is present; nor shall any director be liable to account to the Corporation for any profits realized by or from or through any such transaction or contract, or the rejection of any such opportunity, transaction or contract, by the Corporation authorized, ratified, approved or rejected as aforesaid by reason of the fact that he, or any firm of which he is a member or any corporation of which he is a shareholder, officer or director was interested in such transaction or contract. Nothing herein contained shall create liability in the events above described or prevent the authorization, ratification, approval or rejection of such transactions or contracts in any other manner permitted by law.

“Any contract, transaction or act or any omission either to act or to enter into any transaction or contract, of the Corporation or of the Board of Directors which shall be ratified by the affirmative vote of the holders of a majority of the stock of the Corporation represented at any meeting at which a quorum is present shall be as valid and binding as though ratified by every stockholder of the Corporation; provided, however, that any failure of the stockholders to approve or ratify such contract, transaction or act, when and if submitted, shall not be deemed in any way to invalidate the same or to deprive the Corporation, its directors or officers of their right to proceed with such contract, transaction or action.”

“TENTH: Any person made a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate, is or was a director, officer, or employee of the Corporation, or of any corporation which he served as such at the request of the Corporation shall be indemnified by the Corporation against the reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such officer, director or employee is liable for negligence or misconduct in the performance of his duties. Such right of indemnification shall not be deemed exclusive of any other rights to which such director, officer or employee may be entitled.”

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“ELEVENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of section 279 of Title _ of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation.”

2. Article TWELFTH be, and it hereby is, added to the Certificate of Incorporation to read as follows:

“TWELFTH: From time to time any of the provisions of this Certificate of Incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by __ laws, and all rights at any time conferred upon the stockholders of the Corporation by this Certificate of Incorporation are granted subject to the provisions of this Article TWELFTH.”

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3. No part of the capital of said Corporation has been paid.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this 23rd day of March, 1962.

/s/ Illegible	[L.S.]
/s/ Illegible	[L.S.]
/s/ Illegible	[L.S.]

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STATE OF NEW YORK	)
	:	ss.:
COUNTY OF NEW YORK	)

BE IT REMEMBERED that on the ___rd day of March, 1962, personally came before me, the undersigned, a Notary Public in and for the State and County aforesaid, William C. _______________________ being all of the directors of International Investing administrators, Inc., known to me personally to be such, and severally acknowledged the foregoing Certificate of amendment of the Certificate of Incorporation of said Corporation to be the act and deed of the said signers and that the facts therein stated are truly set forth.

Given under my hand and seal of office the day and year aforesaid.

/s/ Illegible

Notary Public

____________________________________

____________________________________

____________________________________

[SEAL]

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/21/2002

020188789 – 0534111

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

The Walter Reade Organization, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: In accordance with Section 303 of the General Corporation Law of the State of Delaware, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40505, confirmed and approved on March 1, 2002.

SECOND: That the Certificate of Incorporation of this corporation be amended by adding the following sentence to Article Four:

“In accordance with Section 1123(a)(6) of the Bankruptcy code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

THIRD: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on March 21, 2002.

IN WITNESS WHEREOF, said The Walter Reade Organization, Inc has caused this certificate to be signed by Bryan Berndt, its Vice President, this 21st day of March, 2002, under penalty of perjury that this Certificate is the act and deed of this Corporation and that the facts stated herein are true.

The Walter Reade Organization, Inc.
By:	/s/ Bryan Berndt
	Bryan Berndt Vice President

EX-3.2.43

Exhibit 3.2.43

FILED

JUN 2 1986

/s/ Illegible

SECRETARY OF STATE

CERTIFICATE OF INCORPORATION

OF

THEATER HOLDINGS, INC.

THE UNDERSIGNED, for the purpose of forming a corporation pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:

FIRST: The name of the Corporation is Theater Holdings, Inc. (the “Corporation”).

SECOND: The address of the Corporation’s registered office in the State of Delaware is 229 South State Street, City of Dover, County of Kent, and the name of the Corporation’s registered agent at such address is The Prentice-Hall Corporation System, Inc.

THIRD: The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is 3,000 shares of common stock, $.01 par value per share.

FIFTH: The name and the mailing address of the incorporator are as follows:

Name	Mailing Address
Andrew L. Nichols	Choate, Hall & Stewart Exchange Place 53 State Street Boston, MA 02109

SIXTH: The Corporation is to have perpetual existence.

SEVENTH: For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

1. The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the by-laws. The phrase “whole Board” and the phrase “total number of directors” shall be deemed to have the same meaning to wit, the total number of directors which the Corporation would have if there were no vacancies. No election of directors need be by written ballot.

2. After the original or other by-laws of the Corporation have been adopted, amended or repealed, as the case may be, in accordance with the provisions of Section 109 of the General Corporation Law of the State of Delaware, and, after the Corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the by-laws of the Corporation may be exercised by the Board of Directors of the Corporation; provided, however, that any provision for the classification of directors of the Corporation for staggered terms pursuant to the provisions of Subsection (d) of Section 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial by-law or in a by-law adopted by the stockholders entitled to vote of the Corporation unless provisions for such classification shall be set forth in this certificate of incorporation.

3. Whenever the Corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders. Whenever the Corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (b)(2) of Section 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.

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EIGHTH: The Corporation shall indemnify and hold harmless any director, officer, employee or agent of the Corporation from and against any and all expenses and liabilities that may be imposed upon or incurred by him in connection with, or as a result of, any proceeding in which he may become involved, as a party or otherwise, by reason of the fact that he is or was such a director, officer, employee or agent of the Corporation, whether or not he continues to be such at the time such expenses and liabilities shall have been imposed or incurred, to the extent permitted by the laws of the State of Delaware, as they may be amended from time to time.

NINTH: From time to time any of the provisions of this Certificate Of Incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this Certificate Of Incorporation are granted subject to the provisions of this Article NINTH.

Signed On: May 29, 1986

/s/ Andrew L. Nichols

Andrew L. Nichols, Incorporator

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FILED

JUL 17 1988

/s/ Illegible

SECRETARY OF STATE

CERTIFICATE OF AMENDMENT OF CERTIFICATE

OF INCORPORATION BEFORE PAYMENT OF

ANY PART OF THE CAPITAL

OF

THEATER HOLDINGS, INC.

It is hereby certified that:

1. The name of the corporation (hereinafter called the “Corporation”) is Theater Holdings, Inc.

2. The corporation has not received any payment for any of its stock.

3. The Certificate of Incorporation of the Corporation is hereby amended by revising the provisions of Article FOURTH thereof to read as follows:

“FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is Six Million (6,000,000) consisting of Five Million (5,000,000) shares of Preferred Stock, par value $1 per share, Nine Hundred Thousand (900,000) shares of Class A Common Stock, par value $1 per share, and One Hundred Thousand (100,000) shares of Class B Common Stock, par value $1 per share. The powers, preferences, rights, qualifications, limitations and restrictions thereof are as follows:

1. Dividends The holders of Preferred Stock shall be entitled to receive, when and as declared by the board of directors, out of funds legally available for the purpose, cumulative cash dividends in respect of all periods commencing on or after September 1, 1986 at the rate of $.10 per share. As long as any shares of the Preferred Stock are outstanding, the corporation shall not declare or pay any dividend or make any other distribution upon any Common Stock or other stock ranking junior to the Preferred Stock as to dividends (except dividends or distributions payable in stock of the corporation ranking junior to the Preferred Stock as to dividends and in liquidation), and the corporation

shall not directly or indirectly purchase or redeem or otherwise acquire for value, or set apart any amount for a sinking fund for the purchase or redemption of, any Common Stock or other stock ranking junior to the Preferred Stock in liquidation, unless in each instance all dividends for all previous dividend periods shall have been paid on all outstanding shares of the Preferred Stock. Subject to the provisions of the preceding sentence, the corporation may declare and pay, out of funds legally available for the purpose, dividends on Common Stock or other stock ranking junior to the Preferred Stock as to dividends.

Shares of Class A and Class B Common Stock shall participate equally, without regard to class, in dividends if, as and when declared by the board of directors.

2. Liquidation. Upon any liquidation, dissolution or winding up of the corporation (all hereafter referred to as a “liquidation”), the holders of the Preferred Stock shall be entitled, before any distribution or payment is made upon any Common Stock or other stock ranking junior to the Preferred Stock in liquidation, to receive in cash an amount equal to $1 per share (adjusted for any stock dividend, stock split or other change in the Preferred Stock) plus an amount equal to all dividends accrued thereon to the date fixed for payment, and the holders of the Preferred Stock shall not be entitled to any further payment. Written notice of such liquidation, stating a payment date and the place where said sums shall be payable shall be given by mail, postage prepaid, not less than 30 days prior to the payment date stated therein, to the holders of record of the Preferred Stock, such notice to be addressed to each stockholder at his post office address as shown by the records of the corporation. After such payment shall have been made or set aside for the Preferred Stock, then, but not prior thereto, distributions or payments may be made upon Common Stock or other stock ranking junior to the Preferred Stock in liquidation. If upon such liquidation the assets of the corporation available for distribution to holders of the Preferred Stock shall not be sufficient to make in full the payment herein required to be made, such assets shall be distributed to the holders of the Preferred Stock, pro rata in proportion to the amounts payable to which they are respectively entitled hereunder. For the purposes of these provisions, the term “liquidation” shall not include any merger or consolidation involving the corporation but not effecting any change in the preferences, rights and limitations of the Preferred Stock as set out in these provisions.

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Upon any liquidation, after all payments required to be made to holders of Preferred Stock shall have been made or set aside, all additional distributions shall be made to holders of shares of Class A and Class B Common Stock pro rata to the shares then held by them, without regard to class.

3. Redemption of Preferred Stock. The corporation may at its option, by the unanimous action of its board of directors, at any time, upon notice given as hereinafter provided, redeem any or all of the outstanding shares of the Preferred Stock at a price of $1 per share (adjusted for any stock dividend, stock split or other change in the Preferred Stock) together with all accrued and unpaid dividends thereon to the date fixed for redemption.

In no event, so long as any dividends shall be in arrears on any outstanding shares of Preferred Stock, shall less than the whole amount of the outstanding Preferred Stock be redeemed nor shall any stock ranking on a parity with the Preferred Stock as to dividends or in liquidation be redeemed. In case of the redemption of only a part of the outstanding shares, the shares to be redeemed shall be selected pro rata (subject to adjustment with respect to holdings not susceptible of partial redemption in the exact proportion which the total number of shares being redeemed bears to all the outstanding shares) in such manner as the board of directors shall determine. Not less than 30 days’ and not more than 60 days’ prior written notice shall be given by mail, postage prepaid, to the holders of record of the Preferred Stock to be redeemed, such notice to be addressed to each stockholder at his post office address as shown by the records of the corporation. If such notice of redemption shall have been duly given and if, on or before the redemption date specified in such notice, there shall have been deposited with the principal transfer agent for the Preferred Stock, or, if the corporation acts as its own transfer agent, with a bank or trust company with its principal office in Boston, Massachusetts in trust for the account of the holders of the shares so called for redemption, the funds necessary for such redemption, then, upon the making of such deposit, the shares with respect to which such deposit shall have been made shall no longer be deemed to be outstanding, and all rights with respect to such shares, including the rights to receive notices and to vote, shall forthwith cease and determine, except only the rights of the holders thereof to receive, out of the funds so deposited, the redemption price thereof without interest. Any funds so deposited remaining unclaimed at the end of one year from the date fixed for such redemption shall

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be repaid to the corporation upon its request, after which repayment the holders of the shares so called for redemption shall look only to the corporation for the payment of the redemption price thereof. Subject to the provisions hereof, the board of directors shall have authority to prescribe the manner in which the Preferred Stock shall be redeemed from time to time. Any shares of the Preferred Stock so redeemed shall be permanently retired, shall no longer be deemed outstanding and shall not under any circumstances be reissued, and the corporation shall from time to time take such appropriate corporate action as may be necessary to reduce the authorized Preferred Stock accordingly.

Notwithstanding any other provision of this paragraph 3, in the event of any merger of the corporation with any other corporation (other than the merger of any subsidiary of the corporation into the corporation), whether or not the corporation shall be the surviving corporation, or of any sale, assignment, lease or other disposition of all or any substantial portion of the assets of the corporation (whether in one transaction or in a series of transactions), and in any event on not later than September 1, 1991, the corporation shall forthwith redeem all of the then outstanding shares of the Preferred Stock at the price and in accordance with the procedure hereinabove set forth. In the event the corporation shall not be lawfully entitled to effect such redemption in ____ it shall in any event forthwith pay all accrued and unpaid dividends payable in respect of the Preferred Stock and thereupon redeem, pro rata, such portion of the shares of the Preferred Stock as it shall be lawfully entitled to redeem.

4. Voting Rights

4.1 Except as otherwise provided in this paragraph 4, or, as required by law, the right to vote in the election of directors and in other corporate matters requiring stockholder action is vested in the holders of Common Stock and the holders of the Preferred Stock shall have no right to vote in the election of directors or in other corporate matters or to receive any notice of any meeting of stockholders.

4.2 So long as any shares of Preferred Stock remain outstanding, the corporation will not, without the affirmative vote or consent of the holders of at least two-thirds of the shares of Preferred Stock then outstanding, voting or acting separately as a class, amend its Certificate of Incorporation (or take any

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other action) so as to (i) effect an exchange, reclassification or cancellation of the Preferred Stock, (ii) change the rights, preferences, designations and limitations of the Preferred Stock, (iii) effect an exchange or create a right of exchange of shares of another class into Preferred Stock, (iv) change the Preferred Stock into the same or a different number of shares, with or without par value, of the same or another class, (v) create another class of shares having rights and preferences prior and superior to the Preferred Stock, or (vi) cancel or otherwise affect dividends on the Preferred Stock which have accrued but have not been declared.

4.3 In any election of directors the holders of the Class B Common Stock shall be entitled to elect one director (it being understood that the total number of directors elected by such holders shall not exceed one). All other directors shall be elected by the holders of the Class A Common Stock. On all other matters the holders of the Class A and Class B Common Stock shall vote as a single class, without distinction.”

4. The amendment of the Certificate of Incorporation herein certified was duly adopted, pursuant to the provisions of §241 of the General Corporation Law of the State of Delaware, by the Sole Incorporator, no directors having been named in the Certificate of Incorporation and no directors having been elected.

Signed on July 14, 1986.

/s/ Andrew L. Nichols

Andrew L. Nichols,

Sole Incorporator

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FILED

AUG 28 1986

/s/ Illegible

SECRETARY OF STATE

CERTIFICATE OF AMENDMENT OF CERTIFICATE

OF INCORPORATION BEFORE PAYMENT OF

ANY PART OF THE CAPITAL

OF

THEATER HOLDINGS, INC.

It is hereby certified that:

1. The name of the corporation (hereinafter called the “Corporation”) is Theater Holdings, Inc.

2. The corporation has not received any payment for any of its stock.

3. The Certificate of Incorporation of the Corporation is hereby amended by revising the provisions of Article FOURTH thereof to read as follows:

“FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is One Million One Hundred Forty Thousand (1,140,000) consisting of One Hundred Forty Thousand (140,000) shares of Preferred Stock, par value $.01 per share, Nine Hundred Thousand (900,000) shares of Class A Common Stock, par value $.01 per share, and One Hundred Thousand (100.000) shares of Class B Common Stock, par value $.01 per share. The powers, preferences, rights, qualifications, limitations and restrictions thereof are as follows:

1. Dividends The holders of Preferred Stock shall be entitled to receive, when and as declared by the board of directors, out of funds legally available for the purpose, cumulative cash dividends in respect of all periods commencing on or after September 1, 1986 at the annual rate of $10.00 per share. As long as any shares of the Preferred Stock are outstanding, the corporation shall not declare or pay any dividend or make any other distribution upon any Common Stock or other stock ranking junior to the Preferred Stock as to dividends (except dividends or distributions payable in stock of the corporation ranking junior to the

Preferred Stock as to dividends and in liquidation), and the corporation shall not directly or indirectly purchase or redeem or otherwise acquire for value, or set apart any amount for a sinking fund for the purchase or redemption of, any Common Stock or other stock ranking junior to the Preferred Stock in liquidation, unless in each instance all dividends for all previous dividend periods shall have been paid on all outstanding shares of the Preferred Stock. Subject to the provisions of the preceding sentence, the corporation may declare and pay, out of funds legally available for the purpose, dividends on Common Stock or other stock ranking junior to the Preferred Stock as to dividends.

Shares of Class A and Class B Common Stock shall participate equally, without regard to class, in dividends if, as and when declared by the board of directors.

2. Liquidation. Upon any liquidation, dissolution or winding up of the corporation (all hereafter referred to as a “liquidation”), the holders of the Preferred Stock shall be entitled, before any distribution or payment is made upon any Common Stock or other stock ranking junior to the Preferred Stock in liquidation, to receive in cash an amount equal to $100 per share (adjusted for any stock dividend, stock split or other change in the Preferred Stock) plus an amount equal to all dividends accrued thereon to the date fixed for payment, and the holders of the Preferred Stock shall not be entitled to any further payment. Written notice of such liquidation, stating a payment date and the place where said suns shall be payable shall be given by mail, postage prepaid, not less than 30 days prior to the payment date stated therein, to the holders of record of the Preferred Stock, such notice to be addressed to each stockholder at his post office address as shown by the records of the corporation. After such payment shall have been made or set aside for the Preferred Stock, then, but not prior thereto, distributions or payments may be made upon Common Stock or other stock ranking junior to the Preferred Stock in liquidation. If upon such liquidation the assets of the corporation available for distribution to holders of the Preferred Stock shall not be sufficient to make in full the payment herein required to be made, such assets shall be distributed to the holders of the Preferred Stock, pro rata in proportion to the amounts payable to which they are respectively entitled hereunder. For the purposes of these provisions, the term “liquidation” shall not include any merger or consolidation involving the corporation but not effecting any change in the preferences, rights and limitations of the Preferred Stock as set out in these provisions.

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Upon any liquidation, after all payments required to be made to holders of Preferred Stock shall have been made or set aside, all additional distributions shall be made to holders of shares of Class A and Class B Common Stock pro rata to the shares then held by them, without regard to class.

3. Redemption of Preferred Stock. The corporation may at its option, by the unanimous action of its board of directors, at any time, upon notice given as hereinafter provided, redeem any or all of the outstanding shares of the Preferred Stock at a price of $100 per share (adjusted for any stock dividend, stock split or other change in the Preferred Stock) together with all accrued and unpaid dividends thereon to the date fixed for redemption.

In no event, so long as any dividends shall be in arrears on any outstanding shares of Preferred Stock, shall less than the whole amount of the outstanding Preferred Stock be redeemed nor shall any stock ranking on a parity with the Preferred Stock as to dividends or in liquidation be redeemed. In case of the redemption of only a part of the outstanding shares, the shares to be redeemed shall be selected pro rata (subject to adjustment with respect to holdings not susceptible of partial redemption in the exact proportion which the total number of shares being redeemed bears to all the outstanding shares) in such manner as the board of directors shall determine. Not less than 30 days’ and not more than 60 days’ prior written notice shall be given by mail, postage prepaid, to the holders of record of the Preferred Stock to be redeemed, such notice to be addressed to each stockholder at his post office address as shown by the records of the corporation. If such notice of redemption shall have been duly given and if, on or before the redemption date specified in such notice, there shall have been deposited with the principal transfer agent for the Preferred Stock, or, if the corporation acts as its own transfer agent, with a bank or trust company with its principal office in Boston, Massachusetts in trust for the account of the holders of the shares so called for redemption, the funds necessary for such redemption, then, upon the making of such deposit, the shares with respect to which such deposit shall have been made shall no longer be deemed to be outstanding, and all rights with respect to such shares, including the rights to receive notices and to vote, shall forthwith cease and determine, except only the rights of the holders thereof to receive, out of the funds so deposited, the redemption price thereof without interest. Any funds so deposited remaining unclaimed at the end of one year from the date fixed for such redemption shall

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be repaid to the corporation upon its request, after which repayment the holders of the shares so called for redemption shall look only to the corporation for the payment of the redemption price thereof. Subject to the provisions hereof, the board of directors shall have authority to prescribe the manner in which the Preferred Stock shall be redeemed from time to time. Any shares of the Preferred Stock so redeemed shall be permanently retired, shall no longer be deemed outstanding and shall not under any circumstances be reissued, and the corporation shall from time to time take such appropriate corporate action as may be necessary to reduce the authorized Preferred Stock accordingly.

Notwithstanding any other provision of this paragraph 3, in the event of any merger of the corporation with any other corporation (other than the merger of any subsidiary of the corporation into the corporation), whether or not the corporation shall be ____e surviving corporation, or of any sale, assignment, lease or other disposition of all or any substantial portion of the assets of the corporation (whether in one transaction or in a series of transactions), and in any event or not later than September 1, 1991, the corporation shall forthwith redeem all of the then outstanding shares of the Preferred Stock at the price and in accordance with the procedure hereinabove set forth. In the event the corporation shall not be lawfully entitled to effect such redemption in full it shall in any event forthwith pay all accrued and unpaid dividends payable in respect of the Preferred Stock and thereupon redeem, pro rata, such portion of the shares of the Preferred Stock as it shall be lawfully entitled to redeem.

4. Voting Rights

4.1 Except as otherwise provided in this paragraph 4, or, as required by law, the right to vote in the election of directors and in other corporate matters requiring stockholder action is vested in the holders of Common Stock and the holders of the Preferred Stock shall have no right to vote in the election of directors or in other corporate matters or to receive any notice of any meeting of stockholders.

4.2 So long as any shares of Preferred Stock remain outstanding, the corporation will not, without the affirmative vote or consent of the holders of at least two-thirds of the shares of Preferred Stock then outstanding, voting or acting separately as a class, amend its Certificate of Incorporation (or take any

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other action) so as to (i) effect an exchange, reclassification or cancellation of the Preferred Stock, (ii) change the rights, preferences, designations and limitations of the Preferred Stock, (iii) effect an exchange or create a right of exchange of shares of another class into Preferred Stock, (iv) change the Preferred Stock into the same or a different number of shares, with or without par value, of the same or another class, (v) create another class of shares having rights and preferences prior and superior to the Preferred Stock, or (vi) cancel or otherwise affect dividends on the Preferred Stock which have accrued but have not been declared.

4.3 In any election of directors the holders of the Class B Common Stock shall be entitled to elect one director (it being understood that the total number of directors elected by such holders shall not exceed one). All other directors shall be elected by the holders of the Class A Common Stock. On all other matters the holders of the Class A and Class B Common Stock shall vote as a single class, without distinction.”

4. The Certificate of Incorporation of the Corporation is hereby further amended by revising the provisions of Article EIGHTH thereof to read as follows:

“EIGHTH: The Corporation shall indemnify and hold harmless any director, officer, employee or agent of the Corporation from and against any and all expenses and liabilities that may be imposed upon or incurred by him in connection with, or as a result of, any proceeding in which he may become involved, as a party or otherwise, by reason of the fact that he is or was such a director, officer, employee or agent of the Corporation or any subsidiary or parent of the Corporation, whether or not he continues to be such at the time such expenses and liabilities shall have been imposed or incurred, to the fullest extent permitted by the laws of the State of Delaware, as they may be amended from time to time. Without limiting the foregoing, a director of this Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction

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from which the director derived an improper personal benefit.”

5. The amendment of the Certificate of Incorporation herein certified was duly adopted, pursuant to the provisions of §241 of the General Corporation Law of the State of Delaware, by the Sole Incorporator, no directors having been named in the Certificate of Incorporation and no directors having been elected.

Signed on August 27, 1986.

/s/ Andrew L. Nichols

Andrew L. Nichols,

Sole Incorporator

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 02:00 PM 05/22/1992

752143058 – 2092542

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

THEATER HOLDINGS, INC.

Pursuant to Section 242 of the General

Corporation Law of the State of Delaware

The undersigned, THEATER HOLDINGS, INC., a corporation existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY THAT:

FIRST: That Article FOURTH of the Certificate of Incorporation of THEATER HOLDINGS, INC. be and it hereby is amended to read in its entirety as follows:

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, each of which shall have the par value of $20.00 per share.

SECOND: Said Amendment has been duly adopted by the board of directors of the Corporation and approved by the shareholders of the Corporation in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said THEATER HOLDINGS, INC. has caused this Certificate to be executed by Seymour H. Smith, its Executive Vice President, and attested to by David I. Badain, its Assistant Secretary, on this 12th day of May, 1992.

THEATER HOLDINGS, INC.
By:	/s/ Seymour H. Smith
	SEYMOUR H. SMITH
	Executive Vice President

ATTEST:

/s/ David I. Badain

David I. Badain

Assistant Secretary

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

Theater Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: In accordance with Section 303 of the General Corporation Law of the State of Delaware, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40399, confirmed and approved on March 1, 2002.

SECOND: That the Certificate of Incorporation of this corporation be amended by adding the following sentence to Article Four:

“In accordance with Section 1123(a)(6) of the Bankruptcy code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

THIRD: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on March 21, 2002.

IN WITNESS WHEREOF, said Theater Holdings, Inc. has caused this certificate to be signed by Bryan Berndt, its Vice President, this 21st day of March, 2002, under penalty of perjury that this Certificate is the act and deed of this Corporation and that the facts stated herein are true.

Theater Holdings, Inc.
By:	/s/ Bryan Berndt
	Bryan Berndt
	Vice President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/21/2002

020188791 – 2092542

EX-3.2.44

Exhibit 3.2.44

CERTIFICATE OF INCORPORATION

OF

U.S.A. CINEMAS, INC.

FIRST. The name of the corporation is U. S. A. Cinemas, Inc.

SECOND. The address of the Corporation’s registered office in the State of Delaware is Suite 1013, 1100 North Market Street, in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is P. M. Snyder, Jr.

THIRD. The nature of the business to be conducted or promoted by the Corporation is:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH. The aggregate number of shares which the Corporation shall have the authority to issue is 40,000 shares, divided into 20,000 shares of Preferred Stock, each of which shall have the par value of $10.00 per share, and 20,000 shares of Common Stock, each of which shall have the par value of $1.00 per share.

The holders of the stock of the Corporation not have any pre-emptive right to subscribe to any additional stock of the Corporation.

A statement of the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions granted to or imposed upon the shares of

each class, except such thereof as the Board of Directors of the Corporation ( the “Board of Directors” ) is authorized to fix by resolution or resolutions, as hereinafter provided, is as follows:

I. PREFERRED STOCK

1. General. The Board of Directors shall have authority, by resolution, to divide any or all of the shares of Preferred Stock into, and to authorize the issue of, one or more series and with respect to each such series to establish and, prior to the issue thereof to fix and determine:

(a) a distinguishing designation for such series and the number of shares comprising such series, which number may (except as otherwise provided by the Board of Directors in creating such series) be increased or decreased from time to time (but not below the number of shares then outstanding) by action of the Board of Directors;

(b) the rate and times at which and the other conditions on which dividends on the shares may be declared and paid or set aside for payment; whether the shares shall be entitled to any participating or other dividends in addition to dividends at the rate so determined and, if so, on what terms; and whether dividends shall be cumulative and, if so, from what date or dates and on what terms;

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(c) whether or not the shares shall have voting rights, in addition to the voting rights provided by law and, if so, the terms and conditions thereof;

(d) whether the shares shall be convertible or exchangeable, at the option of either the holder or the Corporation or upon the happening of a specified event, and, if so, the terms and conditions of such conversion or exchange, including provisions for any adjustment of the conversion or exchange rate;

(e) whether or not the shares shall be redeemable and, if so, the terms and conditions, if any, upon which they may be redeemed, including the date or dates or event or events upon or after which they shall be redeemable, the cash, property or rights (including securities of the Corporation and of a corporation or corporations other than the Corporation) for which they may be redeemed, whether they shall be redeemable at the option of the holder or the Corporation, or both, or upon the happening of a specified event or events and the amount or rate of cash, property or rights (including securities of the Corporation and of a corporation or corporations other than the Corporation) per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates, including provisions for any adjustment of the redemption prices or rates;

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(f) whether any shares shall be redeemed through sinking fund payments and, if so, on what terms;

(g) the amounts payable upon shares in the event of voluntary or involuntary liquidation, dissolution, winding up or distribution of the assets of the Corporation; and

(h) subject to the provisions of the next succeeding paragraph of this Section 1, any other relative powers, preferences and rights and qualifications, limitations and restrictions of such series.

In the resolution establishing a new series of Preferred Stock, the Board of Directors may provide for such additional rights, and with respect to rights as to dividends, redemption and liquidation, such relative preferences between shares of different series, as are consistent with the rights of all outstanding shares of previously established series, and with all other provisions of this Article FOURTH, but in the resolution creating a new series of Preferred Stock the Board of Directors may only provide that such series shall have a preference over outstanding shares of any previously created series of Preferred Stock with respect to rights as to dividends, redemption and liquidation to the extent that the resolutions of the Board of Directors authorizing such previously created series expressly so permitted.

All shares of Preferred Stock of all series shall be identical except as to the above mentioned rights and

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preferences which the Board of Directors is authorized as aforesaid to fix and determine. Except to the extent that the resolution of the Board of Directors establishing a particular series shall otherwise provide: (i) in case the stated dividends are not paid in full, all shares of Preferred Stock of all series shall participate ratably in the payment of dividends, including accumulated but unpaid dividends, in accordance with the sums which would be payable thereon if all dividends thereon were declared and paid in full, and (ii) in case amounts payable upon liquidation of all series are not paid in full, all shares of Preferred Stock of all series having a liquidation preference shall participate ratably in any distribution of assets other than by way of dividends, in accordance with the sums which would be payable on such distribution if all sums payable thereon to holders of all shares of Preferred Stock were discharged in full.

2. Dividends. When and as declared by the Board of Directors, in their discretion or upon the occurrence of conditions specified in the resolution of the Board of Directors authorizing a particular series of Preferred Stock (including, without limitation, the sole specified condition that funds for the payment of any dividend be legally available for the payment of dividends under the laws of the State of Delaware as in effect at the time any periodic dividend is declared or payable, in which event the Board of Directors, in considering the payment of a dividend on such

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a series of Preferred Stock, shall not exercise any element of discretion which they might otherwise exercise in determining whether a dividend should be declared and paid), the holders of the shares of Preferred Stock shall be entitled to receive out of any funds of the Corporation lawfully available for dividends under the laws of the State of Delaware, cash dividends at such fixed rate (or, if participating, such participating rate and such fixed rate, if any) per share for each particular series, and no more, payable with such frequency and on such dates, in each case as the Board of Directors may determine in fixing and determining the rights and preferences of such series as above provided. Except to the extent that the resolution of the Board of Directors establishing a particular series shall provide that dividends on shares of such series shall not be cumulative or shall otherwise provide, such dividends on the Preferred Stock shall be cumulative from the dates as follows:

(a) in the case of shares issued prior to the record date for the initial dividend on shares of the series of which such shares shall constitute a part, then from the date of issuance of such shares;

(b) if issued during the period commencing immediately after the record date for a dividend on shares of such series and terminating at the close of the payment date for such dividend, then from such dividend payment date; and

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(c) otherwise, from the dividend payment date next preceding the date of issue of such shares.

Except as expressly provided by the Board of Directors in creating a particular series of Preferred Stock, accrued but undeclared or unpaid dividends on shares of Preferred Stock shall not bear interest.

Further restrictions with respect to dividends and distributions on, and acquisitions for value of, shares of Preferred Stock and shares of Common Stock are set forth in Section 6 of this Part I.

3. Redemption of Preferred Stock. Except as otherwise provided in Section 6 of this Part I, and except to the extent that the resolution of the Board of Directors establishing a particular series shall provide that shares of such series shall not be redeemable by the Corporation or that the shares of such series shall be redeemable in another manner, the Corporation may redeem all or any of the outstanding shares of Preferred Stock, or all or any shares of any series thereof, at any time or from time to time, upon payment in respect of the shares so redeemed of the amount payable upon redemption thereof fixed as aforesaid by the Board of Directors in respect of the series of which such shares shall constitute a part, together in each case, to the extent that such shares have cumulative dividend rights, with an amount equal to all accumulated and unpaid dividends accrued thereon to the date of redemption, whether or not such dividends shall have been earned or declared (such

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price, including such amount equal to such accumulated and unpaid dividends, and whether payable in cash and partly in property, as hereinafter provided, being hereinafter called the “redemption price”). In fixing the redemption price for shares of Preferred Stock of a particular series as aforesaid, the Board of Directors shall specify whether such redemption price shall be paid in cash, in property or in rights (including securities of the Corporation and of a corporation or corporations other than the corporation), or a combination thereof. If the redemption price of shares of a particular series may be paid in whole or in part in property or rights, the resolution fixing the redemption price shall specify the method to be followed in valuing the property or rights which may be used to make such payment.

Any redemption by the Corporation shall be in such amount, at such place and in such manner as the Board of Directors shall determine. Except to the extent that the resolution of the Board of Directors authorizing a particular series of Preferred Stock shall otherwise provide, in the case of a redemption by the Corporation of less than all the outstanding shares of Preferred Stock of any series, the particular shares to be redeemed shall be selected by lot in such manners as the Board of Directors shall determine. Unless otherwise waived in writing by the holder thereof, notice of every redemption shall be (i) mailed at least 30 days prior to the date fixed for such redemption to the

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holders of record of the shares so to be redeemed at their respective addresses as the same shall appear on the books of the Corporation and (ii) published at least once in a newspaper of general circulation, customarily published each business day in the City of Philadelphia, Pennsylvania.

From and after the date fixed in any such notice as the date of redemption by the Corporation, unless default shall be made by the Corporation in providing the redemption price at the time and place specified for the payment thereof pursuant to said notice, all dividends on the shares of Preferred Stock thereby called for redemption shall cease to accrue and all rights of the holders thereof as stockholders in the Corporation, except the right to receive the redemption price upon surrender of their share certificates, shall cease and terminate, and such shares shall not be deemed outstanding for any purpose.

The Corporation may, however, give or irrevocably authorize the Depositary hereinafter mentioned forthwith to give written notice (in the same manner as the notice of redemption is required to be given as aforesaid) to the holders of all the shares of Preferred Stock selected for redemption by the Corporation that the redemption price has been or will on a date specified be deposited with a designated bank, bank and trust company, or private bank, which shall have an office in Philadelphia, Pennsylvania, or New York, New York, and shall have a capital and surplus of not less than $25,000,000 (hereinafter called the “Depositary”),

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in trust for the account of the holders of such shares of Preferred Stock, and that such holders may receive the redemption price of such shares of Preferred Stock from such Depositary on or after the date of such deposit upon the surrender of their share certificates without awaiting the date fixed for redemption. In such event, if the redemption price shall have been so deposited by the Corporation with such Depositary, all rights as stockholders in the Corporation of the holders of the shares so called, except the right to receive the redemption price from such Depositary upon such surrender, shall cease and terminate upon the date of such deposit or the date of the giving of such notice or authority, whichever be later, and such shares of Preferred Stock shall thereafter not be deemed to be outstanding for any purpose; provided, that if any shares so called for redemption shall at that time be convertible, the conversion privilege may be exercised in accordance with its terms, but not later than the close of business on the day prior to the date fixed for redemption. Any portion of the redemption price so deposited which represents the redemption price of convertible shares which are actually converted shall promptly be repaid by the Depositary to the Corporation. Any remaining portion of the redemption price so deposited which shall remain unclaimed by the holders of such shares of Preferred Stock at the end of two years after the date so fixed for redemption shall be paid by such Depositary to the Corporation, after which the holders of such

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shares of Preferred Stock shall look only to the Corporation for payment of the redemption price thereof.

Shares of preferred Stock of any series redeemed, purchased or otherwise acquired may be cancelled by the Board of Directors and thereupon restored to the status of authorized but unissued shares of Preferred Stock undesignated as to series.

4. Liquidation or Dissolution. Except to the extent that the resolution of the Board of Directors establishing a particular series shall otherwise provide with respect to shares of such series, on any voluntary or involuntary liquidation or dissolution of the Corporation, before any payment or distribution shall be made to the holders of any Common Stock, the holders of the shares of Preferred Stock shall be entitled to be paid the amounts, if any, respectively fixed therefor as aforesaid by the Board of Directors in respect of each outstanding series of Preferred Stock, together in each case, to the extent such shares have cumulative dividend rights, with an amount equal to all accumulated and unpaid dividends thereon to the date of such payment, whether or not such dividends shall have been earned or declared.

After such payment shall have been made in full to the holders of shares of Preferred Stock, they shall be entitled to no further payment or distribution, and the holders of Common Stock shall be entitled to share ratably in all remaining assets of the Corporation.

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A consolidation with or merger with or into any other corporation or corporations shall not be deemed a liquidation or dissolution of the Corporation within the meaning of this Section 4.

5. Voting Rights. Except to the extent that the resolution of the Board of Directors establishing a particular series shall otherwise provide and except as otherwise provided herein or by law, at each meeting of stockholders of the Corporation, each holder of shares of Preferred Stock shall be entitled to one vote for each such share on each matter to come before the meeting.

The resolution of the Board of Directors establishing a particular series may confer on holders of the shares of such series, voting separately or with holders of shares of Preferred Stock of other series the right to elect a member or members of the Board of Directors at any time or from time to time.

6. Restrictions on Dividends and Purchase of Shares of Preferred and Common Stock. So long as any shares of Preferred Stock shall be outstanding, no dividends (Other than dividends payable in shares of Common Stock) shall be paid or distribution shall be made on the shares of Common Stock, nor shall any shares of Common Stock be purchased, retired or otherwise acquired by the Corporation (except out of the proceeds of the sale of shares of Common stock received by the Corporation after December 1, 1985), nor shall any shares of Preferred Stock be redeemed,

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purchased or otherwise acquired (for sinking fund purposes or otherwise) by the Corporation except in accordance with a stock purchase offer (which may vary as to terms offered with respect to shares of different series but not with respect to shares of the same series) made to all holders of record of shares of Preferred Stock, unless in each such case

(a) all accumulated and unpaid dividends on all outstanding shares of Preferred Stock for all past dividend periods shall have been paid and full dividends on all shares of Preferred Stock for the then current dividend period declared and a sum sufficient for the payment thereof set apart; and

(b) the Corporation shall not be in arrears in respect of any sinking fund obligation or obligations of a similar nature in respect of any series of Preferred Stock.

7. Certain Matters Requiring Consent of Holders of Two-Thirds of Preferred Stock. So long as any shares of Preferred Stock shall be outstanding, and subject to the provisions of the last sentence of this Section 7, the Corporation shall not, without the consent of the holders of at least two-thirds of the shares of Preferred Stock at the time outstanding, given in person or by proxy, either in writing or at a meeting called for the purpose:

(a) adopt or affect any amendment to the Corporation’s Certificate of Incorporation, including any

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amendment to the terms of any previously created series of Preferred Stock, other than an amendment of the nature described under Section 8 below, which would adversely affect the powers, preferences or special rights of the Preferred Stock; provided, however, that if any such amendment shall adversely affect the powers, preferences or special rights of one or more, but not all, of the several series of Preferred Stock at the time outstanding, the consent of the holders of at least two-thirds of the shares then outstanding of those series adversely affected, voting together and not by series, shall be required in lieu of the consent of the holders of two-thirds of the Preferred Stock; or

(b) authorize any new class of stock which is senior to the Preferred Stock with respect to the payment of dividends or distributions on liquidation or dissolution.

Notwithstanding the foregoing provisions, the resolution of the Board of Directors creating a particular series may provide that the consent of the holders of the outstanding shares of such series shall not be required with respect to some or all of the foregoing matters and, to the extent so provided, such shares shall not be deemed outstanding for the purpose of applying the provisions of this Section 7.

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8. Certain Matters Requiring Consent of Holders of Majority of All Outstanding Shares. The Corporation may increase the authorized number of shares of Preferred Stock, or authorize any new class of stock which is on a parity with the Preferred Stock with respect to the payment of dividends or distributions on liquidation or dissolution, by obtaining the affirmative vote, given in person or by proxy, of the holders of at least a majority of the then outstanding Common Stock and Preferred Stock, voting together and not by class.

II. COMMON STOCK

1. Junior to Preferred Stock. The Common Stock shall rank junior to the Preferred Stock with respect to payment of dividends and distributions on liquidation or dissolution.

2. Voting Rights. Except as expressly provided by law, or as otherwise provided in Part I above, or by resolution of the Board of Directors pursuant to the authority granted under Part I above, all voting rights shall be vested in the holders of the Common Stock. At each meeting of stockholders of the Corporation, each holder of Common Stock shall be entitled to one vote for each such share on each matter to come before the meeting, except as otherwise provided hereby or by law.

Further provisions affecting or concerning voting rights of the holders of shares of Common Stock are contained in Section 5 and 8 of Part I above.

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3. Dividends. After all accumulated and unpaid dividends upon all shares of Preferred Stock for all previous dividend periods shall have been paid and full dividends on all shares of Preferred Stock for the then current dividend period declared and a sum sufficient for the payment thereof set apart therefor, and after or concurrently with the setting aside of any and all amounts then or theretofore required to be set aside for any sinking fund obligation or obligation of a similar nature in respect of any series of Preferred Stock, then and not otherwise, and subject to any other applicable provisions of Part I hereof, dividends may be declared upon and paid to the holders of the Common Stock, to the exclusion of the holders of the Preferred Stock.

4. Rights Upon Liquidation. In the event of voluntary or involuntary liquidation or dissolution of the Corporation, after payment in full of amounts, if any, required to be paid to the holders of the Preferred Stock, the holders of the Common Stock shall be entitled, to the exclusion of the holders of the Preferred Stock, to share ratably in all remaining assets of the Corporation.

FIFTH. The name and mailing address of the incorporator is as follows:

NAME	MAILING ADDRESS
Henry Sill Bryans	1100 Philadelphia National Bank Building
	Philadelphia, PA 19107

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SIXTH. The Corporation is to have perpetual existence.

SEVENTH. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the by-laws of the Corporation.

EIGHTH. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 273 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class

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of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation.

NINTH. Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors of the Corporation. Elections of directors need not be by written ballot unless the by-laws of the Corporation shall so provide.

TENTH. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to his reservation.

THE UNDERSIGNED, being the incorporator hereinafter named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, does make this

-18-

certificate, hereby declaring and certifying that this is his act and deed and the facts herein stated are true, and accordingly has hereunto set his hand this 12th day of December, 1985.

/s/ Henry Sill Bryans	(SEAL)
Henry Sill Bryans

-19-

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

U.S.A. CINEMAS, INC.

Pursuant to Section 241 of the General

Corporation Law of the State of Delaware

The undersigned, U.S.A. CINEMAS, INC., a corporation existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY that:

FIRST: That the first paragraph of Article FOURTH of the Certificate of Incorporation of U.S.A. CINEMAS, INC. be and it hereby is amended to read in its entirety as follows:

The aggregate number of shares which the Corporation shall have the authority to issue is 120,000 shares, divided into 100,000 shares of Preferred Stock, each of which shall have the par value of $100.00 per share, and 20,000 shares of Common Stock, each of which shall have the par value of $1.00 per share.

SECOND: The Corporation has not received any payment for any of its stock.

THIRD: Said Amendment has been duly adopted by the sole incorporator in accordance with the provisions of Section 241 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by its sole incorporator this 14th day of February, 1986.

U.S.A. CINEMAS, INC.
By	/s/ Henry Sill Bryans
	Henry Sill Bryans
	Sole Incorporator

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 05/18/1992

752139050 - 2078133

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

U.S.A. CINEMAS, INC.

Pursuant to Section 242 of the General

Corporation Law of the State of Delaware

The undersigned, U.S.A. CINEMAS, INC., a corporation existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY THAT:

FIRST: That Article FOURTH of the Certificate of Incorporation of U.S.A. CINEMAS, INC. be and it hereby is amended to read in its entirety as follows:

The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, each of which shall have the par value of $200.00 per share.

SECOND: Said Amendment has been duly adopted by the board of directors of the Corporation and approved by the shareholders of the Corporation in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said U.S.A. CINEMAS, INC. has caused this Certificate to be executed by Seymour H. Smith, its Executive Vice President, and attested to by David I. Badain, its Assistant Secretary, on this 12th day of May, 1992.

U.S.A. CINEMAS, INC.
By:	/s/ Seymour H. Smith
	SEYMOUR H. SMITH
	Executive Vice President

ATTEST:

/s/ David I. Badain

David I. Badain

Assistant Secretary

USA-Cinemas/Various/D3

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

U.S.A. Cinemas, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: In accordance with Section 303 of the General Corporation Law of the State of Delaware, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40438, confirmed and approved on March 1, 2002.

SECOND: That the Certificate of Incorporation of this corporation be amended by adding the following sentence to Article Four:

“In accordance with Section 1123(a)(6) of the Bankruptcy code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

THIRD: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on March 21, 2002.

IN WITNESS WHEREOF, said U.S.A Cinemas, Inc has caused this certificate to be signed by Bryan Berndt, its Vice President, this 21st day of March, 2002, under penalty of perjury that this Certificate is the act and deed of this Corporation and that the facts stated herein are true.

U.S.A. Cinemas, Inc.
By:	/s/ Bryan Berndt
	Bryan Berndt
	Vice President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/21/2002

020188794 - 2078133

EX-3.2.45

Exhibit 3.2.45

CERTIFICATE OF FORMATION

OF

WATERFRONT CINEMAS, LLC

1. Name. The name of the limited liability company formed hereby is Waterfront Cinemas, LLC (the “Company”).

2. Registered Office. The address of the registered agent of the Company in the State of Delaware is 1013 Centre Road, Wilmington, New Castle County, Delaware, 19805-1297. The name of the registered agent of the Company at such address is Corporation Service Company.

3. Purposes. The purposes and powers of the Company shall be to carry on and engage in any and all lawful activities permitted under the Delaware Limited Liability Company Act.

4. Authorized Person. The name and address of the authorized person is Michael Politi, 711 Fifth Avenue, 12^th Floor, New York, New York, 10022. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Waterfront Cinemas, LLC this 7th day of July, 2000.

/s/ Michael Politi

Michael Politi

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 07/10/2000

001348203 – 3257276

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF FORMATION

OF

WATERFRONT CINEMAS, LLC

1. The name of the limited liability company is Waterfront Cinemas, LLC (the “Company”).

2. The Certificate of Formation of the Company is hereby amended by adding the following:

5. In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Company shall not issue non-voting membership interests prior to March 21, 2003.

IN WITNESS WHEREOF, Bryan Berndt, the Vice President of Plitt Theatres, Inc., its sole member, has executed this Certificate of Amendment to the Certificate of Formation of Waterfront Cinemas, LLC, this 21st day of March, 2002.

By:   Plitt Theatres, Inc.,

         its sole member

/s/ Bryan Berndt

Bryan Berndt

Vice President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/21/2002

020188787 – 3257276

EX-3.2.46

Exhibit 3.2.46

BCA: 2.10 (Rev. Jul. 1984)		File #
Submit in Duplicate	Secretary of State	This Space For Use By
Payment must be made by Certified	State of Illinois	Secretary of State
Check, Cashiers’ Check or a Money		Date 10-11-89
Order, payable to “Secretary of	ARTICLES OF INCORPORATION	License Fee	$	.50
State”.		Franchise Tax	$	25.00
DO NOT SEND CASH		Filing Fee	$	75.00
				100.50
		Clerk		/s/ Illegible

Pursuant to the provisions of “The Business Corporation Act of 1983”, the undersigned incorporator(s) hereby adopt the following Articles of Incorporation.

ARTICLE ONE	The name of the corporation is	Loews River North Cinemas, Inc.
		(Shall contain the word “corporation”, “company”, “incorporated”, “limited”, or an abbreviation thereof)
ARTICLE TWO	The name and address of the initial registered agent and its registered office are:
	Registered Agent	The Prentice-Hall Corporation System, Inc.
		First Name        Middle Name                Last Name
	Registered Office	33 LaSalle Street
		Number          Street        Suite # (A.P.O. Box alone is not acceptable)
		Chicago, Illinois 60602
		City                Zip Code                County
ARTICLE THREE	The purpose or purposes for which the corporation is organized are:
		If not sufficient space to cover this point, add one or more sheets of this size.
ARTICLE FOUR	Paragraph 1: The authorized shares shall be:

Class	* Par Value per share		Number of shares authorized
Common	$	1.00	500

	Paragraph 2: The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are:
		If not sufficient space to cover this point, add one or more sheets of this size.
ARTICLE FIVE	The number of shares to be issued initially, and the consideration to be received by the corporation therefor, are:

Class	* Par Value per share		Number of shares proposed to be issued	Consideration to be received therefor
Common	$	1.00	500	$	500.00
				$
				$
				$
			TOTAL	$	500.00

*  A declaration as to a “par value” is optional. This space may be marked “n/a” when no reference to a par value is desired.

ARTICLE SIX	OPTIONAL
	The number of directors constituting the initial board of directors of the corporation is                             , and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualify are:
	Name                                                     Residential Address
ARTICLE SEVEN	OPTIONAL

(a)    It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be:	$
(b)    It is estimated that the value of the property to be located within the State of Illinois during the following year will be:	$
(c)    It is estimated that the gross amount of business which will be transacted by the corporation during the following year will be:	$
(d)    It is estimated that the gross amount of business which will be transacted from places of business in the State of Illinois during the following year will be:	$

ARTICLE EIGHT	OTHER PROVISIONS
	Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g., authorizing pre-emptive rights; denying cumulative voting; regulating internal affairs; voting majority requirements; fixing a duration other than perpetual; etc.

NAMES & ADDRESSES OF INCORPORATORS

The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true.

Dated October 5, 1989

	Signatures and Names		Post Office Address
1.	/s/ Barbara R. Corbett	1.	400    Plaza    Drive
	Signature		Street
	Barbara R. Corbett		Secaucus,         New Jersey                    07094
	Name (please print)		City/Town        State                        Zip
2.		2.
	Signature		Street
	Name (please print)		City/Town        State                        Zip
3.		3.
	Signature		Street
	Name (please print)		City/Town        State                        Zip

(Signatures must be by ink on original document. Carbon copy, xerox or rubber stamp signatures may only be used on conformed copies)

NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the execution shall be by its President or Vice-President and verified by him, and attested by its Secretary or an Assistant Secretary.

Form BCA-2.10

File No. 

ARTICLES OF INCORPORATION

Loews River North

Cinemas, Inc.

FEE SCHEDULE

The following fees are required to be paid at the time of issuing the Certificate of Incorporation: FILING FEE $75.00; INITIAL LICENSE FEE of 1/20th of 1% of the consideration to be received for initial issued shares (see Art. 5), MINIMUM $.50; INITIAL FRANCHISE TAX of 1/10th of 1% of the consideration to be received for initial issued shares (see Art. 5) MINIMUM $25.00.

EXAMPLES OF TOTAL DUE

Consideration to be Received		TOTAL DUE*
up to $	1,000	$	100.50
$	5,000	$	102.50
$	10,000	$	105.00
$	25,000	$	112.50
$	50,000	$	150.00
$	100,000	$	225.00

* Includes Filing Fee + License Fee + Franchise Tax

FILED

OCT 11 1989

Corporation Department

Secretary of State

Springfield, Illinois 62756

Telephone (217) 782-6961

C.102.8

To own, acquire, purchase, erect, equip, lease, operate, manage and conduct motion picture theatres, drive-in theatres, opera houses, public halls and theatres and places of amusement of every kind and description; to produce, manufacture, purchase, sell, lease, hire, exhibit and exploit performances and attractions of various kinds and natures, including moving pictures, vaudeville, dramatic, operatic, musical and dance performances, and intellectual and instructive entertainment; to manufacture, produce, purchase, own, sell, lease, hire, license, distribute, and otherwise dispose and to deal in and with moving picture machines, cameras, machinery, devices, appliances, and articles of all kinds used in photographic and motion picture arts, and plates, slides and films therefor, and materials, supplies, appliances, apparatus, machinery and other articles necessary and convenient for use in connection therewith; to acquire, own and dispose of costumes, scenery, properties, libraries, and other material and property for use in connection with the giving of operatic, dramatic, and motion picture entertainments, and performances of all kinds, to employ and act as agent and manager for singers, musicians, actors, performers of all kinds; to acquire, own and dispose of (including licensing thereof), plays, scenarios, photo-plays, news, songs, magazines, motion pictures, and pictures of all kinds, dramatic and musical, and motion picture productions of every kind; to acquire, own, maintain, operate, dispose of and deal with and in studios and other plants and equipment for or in connection with the production of motion pictures and productions of all kinds; to deal in amusement enterprises of every kind and description and generally to carry on the business of motion pictures and theatrical proprietors, managers, producers and caterers for and to public entertainment and amusements, as well as to do all things necessary and incident thereto.

To manufacture, buy, sell and generally deal in popcorn, candy, beverages, sandwiches, and food of all kinds and description, and goods, wares, merchandise, electronic amusement devices, pinball machines and personal property of every kind.

To purchase, lease or otherwise acquire, hold, improve, sell, lease, mortgage and generally deal in lands, buildings and interests herein.

To own, erect, buy, lease, acquire, hold, use or dispose of any and all stores, factories, machinery equipment and supplies of every nature and description necessary, useful or convenient in the manufacturing, producing, processing or marketing of the aforesaid articles and any other items or materials produced or dealt in by the corporation.

To buy, or otherwise acquire, hold, lease, sell, exchange, mortgage, pledge or otherwise dispose of any real estate or real property or personal property, rights, franchises or goodwill necessary to the foregoing; in general to carry on any related or incidental business in connection with the foregoing in all of the State, territories and dependencies of the United States and in foreign countries subject to the provisions of Part 4 of the T.M.C.L.A.

To indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and necessarily incurred by him in connection with the defense or any action, suit or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, but such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any by-law, agreement, vote of shareholders, or otherwise.

Form BCA-10.30 (Rev. Jan, 1991)	ARTICLES OF AMENDMENT	File # 5569-371-4
George H. Ryan Secretary of State Department of Business Services	FILED	SUBMIT IN DUPLICATE
		This space for use by Secretary of State
	FEB 10 1994	Date 2-10-94
Remit payment in check or money order, payable to “Secretary of State.”	GEORGE H. RYAN SECRETARY OF STATE	Franchise Tax                     $ Filing Fee                            $25 Penalty                                $
		Approved: /s/ Illegible

1.      CORPORATE NAME:                                LOEWS RIVER NORTH CINEMAS, INC.
	(Note 1)
2.      MANNER OF ADOPTION:
	The following amendment of the Articles of Incorporation was adopted on 12/29/93, 19     in the manner indicated below. (“X” one box only)
¨	By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected; or by a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment;
	(Note 2)
¨	By a majority of the board of directors, in accordance with Section 10.15, shares having been issued by shareholder action not being required for the adoption of the amendment;
	(Note 3)
¨	By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment;
	(Note 4)
x	By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10;
	(Note 4)
¨	(Note A) By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment.
	(Note 4)

(INSERT AMENDMENT)

(Any article being amended is required to be set forth in its entirety.) (Suggested language for an amendment to change the corporate name is RESOLVED, that the Articles of Incorporation be amended to read as follows:)

RESOLVED, Article One of the Articles of Incorporation be amended to read as follows:

The name of the corporation is Crestwood Cinemas, Inc.

(NEW NAME)

All changes other than name, include on page 2

(over)

3.	The manner in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or elected by this amendment, is as follows: (If not applicable, insert “No Change”)
4.	(a) The manner in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows: (If not applicable, insert “No change”)
	(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (If not applicable, insert “No change”)

	Before Amendment		After Amendment
Paid-in Capital	$	_____________	$	_____________

(Complete either Item 5 or 6 below)

5.       The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.

Dated	January 10, 1994		LOEWS RIVER NORTH CINEMAS, INC.
			(Exact Name of Corporation)
attested by	/s/ David I. Badain	by	/s/ Seymour H. Smith, Executive Vice President
	(Assistant Secretary)		(Vice President)
	David I. Badain, Assistant Secretary		Seymour H. Smith, Executive Vice President
	(Type or Print Name and Title)		(Type or Print Name and Title)

6.	If amendment is authorized by the incorporators, the incorporators must sign below.
OR
	If amendment is authorized by the directors and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below.
	The undersigned affirms, under the penalties of perjury, that the facts stated herein are true.

Dated _____________________________________, 19
_______________________________________________	_______________________________________________
_______________________________________________	_______________________________________________
_______________________________________________	_______________________________________________
_______________________________________________	_______________________________________________

Form BCA-10.30 (Rev. Jan, 1999)	ARTICLES OF AMENDMENT	File # 5569 - 371-4
Jesse White Secretary of State Department of Business Services Springfield IL 62756 Telephone (217) 782-1832	FILED	SUBMIT IN DUPLICATE
	MAR 22 2002	This space for use by Secretary of State
Remit payment in check or money order, payable to “Secretary of State.” The filing fee for restated articles of amendment - $100.00 http://www.sos.state.il.us	JESSE WHITE SECRETARY OF STATE	Date                     3-22-02 Franchise Tax                     $ Filing Fee*                          $25.00 Penalty                                $ Approved: /s/ Illegible

1.	CORPORATE NAME: Crestwood Cinemas. Inc.                                                 [GRAPHIC]
2.	MANNER OF ADOPTION OF AMENDMENT:
	The following amendment of the Articles of Incorporation was adopted on March 21, 2002
	in the manner indicated below. ( “X” one box only)                                 (Month & Day) (Year)
¨	By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected;
	(Note 2)
¨	By a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment;
	(Note 2)
¨	By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment;
	(Note 3)
¨	By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment;
	(Note 4)
¨	By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10;
	(Notes 4 & 5)
¨	By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment.
	(Note 5)
x	In accordance with Section 10.40, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation, et al., case number 01-40354, confirmed and approved March 1, 2002.
3.	TEXT OF AMENDMENT:
	a.      When amendment effects a name change, insert the new corporate name below. Use Page 2 for all other amendments.
	Article I: The name of the corporation is: _______________

(NEW NAME)

All changes other than name, include on page 2

(over)

	b.      (If amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety. If there is not sufficient space to do so, add one or more sheets of this size.)
	Article Four, Paragraph 2 of the Articles of Incorporation is hereby amended by adding the following sentence:
	“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”
4.	The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows: (If not applicable, insert “No change”)
	No change
5.	(a) The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows: (If not applicable, insert “No change”)
	No change
	(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (If not applicable, insert “No change”)
	No change

	Before Amendment		After Amendment
Paid-in Capital	$	_____________	$	_____________

(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)

6.       The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.

Dated	3/ 21, 2002		Crestwood Cinemas, Inc.
	(Month & Day)  (Year)		(Exact Name of Corporation at date of execution)
Attested by	/s/ Illegible	by	/s/ Bryan Berndt
	(Signature of Secretary or Assistant Secretary)		(Signature of President or Vice President)
	John C. McBride, Jr., Assistant Secretary		Bryan Berndt, Vice President
	(Type or Print Name and Title)		(Type or Print Name and Title)

7.       If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title.

OR

If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below, and type or print name and title.

The undersigned affirms, under the penalties of perjury, that the, facts stated herein are true.

Dated    March, 2002

            (Month & Day)  (Year)

EX-3.2.47

Exhibit 3.2.47

Form BCA-2.10 (Rev. Jan, 1995)	ARTICLES OF INCORPORATION This space for use by the Secretary of State
George H. Ryan Secretary of State Department of Business Services	FILED	SUBMIT IN DUPLICATE
		This space for use by Secretary of State
	AUG 14 1998	Date                   8-14-98
Payment must be made by certified check, cashier’s check, Illinois attorney’s check, Illinois C.P.A.’s check or money order, payable to “Secretary of State.”	GEORGE H. RYAN SECRETARY OF STATE	Franchise Tax	$	25.00
		Filing Fee	$	75.00
				100.00
		Approved:		/s/ Illegible

1.	CORPORATE NAME:      Illinois Cinemas, Inc.
	(The corporate name must contain the word “corporation”, “company,” “incorporated,” “limited” or an abbreviation thereof.)
2.	Initial Registered Agent :	Illinois Corporation Service Company
		First Name            Middle Initial                Last name
	Initial Registered Office :	700 South Second Street
		Number                Street                Suite #
		Springfield                         IL 62704                        Sangamon
		City                            Zip Code                                County

3.	Purpose or purposes for which the corporation is organized:
	(If not sufficient space to cover this point, add one or more sheets of this size.)
	See Attached Rider
4.	Paragraph 1: Authorized Shares, Issued Shares and Consideration Received:

Class	Par Value per Share		Number of Shares Authorized	Number of Shares Proposed to be Issued	Consideration to be Received Therefor
A			500	500	$	500.00
	$	1.00			$
				TOTAL =	$	500.00

	Paragraph 2: The preferences, qualifications, limitations, restrictions and special or relative rights in respect of the shares of each class are:
	(If not sufficient space to cover this point, add one or more sheets of this size.)
	n/a
6008–566–8

(over)

5.      OPTIONAL:	(a)    Number of directors constituting the initial board of directors of the corporation: 1.
	(b)    Names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualify:
	Name                                                         Residential Address                                    City, State, ZIP
	Travis Reid, 6 Patriots Lane, Upper Saddle River, NJ 07458
6.      OPTIONAL:	(a)    It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be:	$
	(b)    It is estimated that the value of the property to be located within the State of Illinois during the following year will be:	$
	(c)    It is estimated that the gross amount of business that will be transacted by the corporation during the following year will be:	$
	(d)    It is estimated that the gross amount of business that will be transacted from places of business in the State of Illinois during the following year will be:	$
7.      OPTIONAL:	OTHER PROVISIONS
	Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g., authorizing preemptive rights, denying cumulative voting, regulating internal affairs, voting majority requirements, fixing a duration other than perpetual, etc.
8.	NAME(S) & ADDRESS(ES) OF INCORPORATOR(S)

The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true.

Dated August 11, 1998.

	Signature and Name		Address
1.	/s/ Judi Ann Olsen	1.	464    Hill    Street
	Signature		Street
	Judi Ann Olsen		Maywood,         New Jersey                    07607
	(Type or Print Name)		City/Town        State                    Zip Code
2.		2.
	Signature		Street
	(Type or Print Name)		City/Town            State                    Zip Code
3.		3.
	Signature		Street
	(Type or Print Name)		City/Town            State                    Zip Code

(Signature must be in BLACK INK on original document. Carbon copy, photocopy or rubber stamp signatures may only be used on conformed copies.)

NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the execution shall be by its president or vice president and verified by him, and attested by its secretary or assistant secretary.

FEE SCHEDULE

•	The initial franchise tax is assessed at the rate of 15/100 of 1 percent ($1.50 per $1,000) on the paid-in capital represented in this state, with a minimum of $25.
•	The filing fee is $75.
•	The minimum total due (franchise tax + filing fee) is $100.
	(Applies when the Consideration to be Received as set forth in Item 4 does not exceed $16,667)
•	The Department of Business Services in Springfield will provide assistance in calculating the total fees if necessary.
	Illinois Secretary of State
	Department of Business Services
	C-162.18

Section 3

To own, acquire, purchase, erect, equip, lease, operate, manage and conduct motion picture theatres, drive-in theatres, opera houses, public halls and theatres and places of amusement of every kind and description; to produce, manufacture, purchase sell, lease, hire, exhibit and exploit performances and attractions of various kinds and natures, including moving pictures, vaudeville, dramatic, operatic, musical and dance performances, and intellectual and instructive entertainment; to manufacture, produce, purchase, own, sell, lease, hire, license, distribute, and otherwise dispose and to deal in and with moving picture machines, cameras, machinery, devices, appliances, and articles of all kinds used in photographic and motion picture arts, and plates, slides and films therefor, and materials, supplies, appliances, apparatus, machinery and other articles necessary and convenient for use in connection therewith; to acquire, own and dispose of costumes, scenery, properties, libraries, and other material and property for use in connection with the giving of operatic, dramatic, and motion picture entertainments, and performances of all kinds, to employ and act as agent and manager for singers, musicians, actors, performers of all kinds; to acquire, own and dispose of (including licensing thereof), plays, scenarios, photo-plays, news, songs, magazines, motion pictures and pictures of all kinds, dramatic and musical, and motion picture productions of every kind; to acquire, own maintain, operate dispose of and deal with and in studios and other plants and equipment for or in connection with the production of motion pictures and productions of all kinds; to deal in amusement enterprises of every kind and description and generally to carry on the business of motion pictures and theatrical proprietors, managers, producers and caterers for and to public entertainment and amusements, as well as to do all things necessary and incident thereto.

To manufacture, buy, sell and generally deal in popcorn, candy, beverages, sandwiches, and food of all kinds and description, and goods, wares, merchandise, electronic amusement devices, pinball machines and personal property of every kind.

To purchase, lease or otherwise acquire, hold, improve, sell, lease, mortgage and generally deal in lands, buildings and interests herein.

To own, erect, buy, lease, acquire, hold use or dispose of any and all stores, factories, machinery equipment and supplies of every nature and description necessary, useful or convenient

in the manufacturing, producing, processing or marketing of the aforesaid articles and any other items or materials produced or dealt in by the corporation.

To buy, or otherwise acquire, hold, lease, sell, exchange, mortgage, pledge or otherwise dispose of any real estate or real property or personal property, rights, franchises or goodwill necessary to the foregoing; in general to carry on any related or incidental business in connection with the foregoing in all of the State, territories and dependencies of the United States and in foreign countries subject to the provisions of Part 4 of the T.M.C.L.A.

To indemnify any director or officers or former director or officer of the corporation, or any person who may have served at its request as a director or officer of any other corporation in which it is a creditors, against expenses actually and necessity incurred by him in connection with the defenses or any action, suit or proceeding in which eh is made an officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, but such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any by-law, agreement, vote of shareholders, or otherwise.

2

Form BCA-10.30 (Rev. Jan, 1999)	ARTICLES OF AMENDMENT	File # 6008-566-8
Jesse White Secretary of State Department of Business Services Springfield, IL 62756 Telephone (217) 782-1832	FILED	SUBMIT IN DUPLICATE
		This space for use by Secretary of State
Remit payment in check or money order, payable to “Secretary of State.”	MAR 22 2002	Date                                     3-22-02
The filing fee for restated articles of amendment - $100.00 http://www.sos.state.il.us	JESSE WHITE SECRETARY OF STATE	Franchise Tax                      $ Filing Fee*                          $25.00 Penalty                                $
		Approved: /s/ Illegible

1.	CORPORATE NAME: Illinois Cinemas, Inc.
2.	MANNER OF ADOPTION OF AMENDMENT:
	The following amendment of the Articles of Incorporation was adopted on March 21, 2002 in the manner indicated below.
	( “X” one box only)                                                                                           (Month & Day)  (Year)
¨	By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected;
	(Note 2)
¨	By a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment;
	(Note 2)
¨	By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment;
	(Note 3)
¨	By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment;
	(Note 4)
¨	By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10;
	(Notes 4 & 5)
¨	By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment.
	(Note 5)
x	In accordance with Section 10.40, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation, et al., case number 01-40429, confirmed and approved March 1, 2002.
3.	TEXT OF AMENDMENT:
	a.      When amendment effects a name change, insert the new corporate name below. Use Page 2 for all other amendments.
	Article I: The name of the corporation is: ____

(NEW NAME)

All changes other than name, include on page 2

(over)

	b.      (If amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety. If there is not sufficient space to do so, add one or more sheets of this size.)
	Article Four, Section 2 of the Articles of Incorporation is hereby amended by adding the following sentence:
	“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”
4.	The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows: (If not applicable, insert “No change”)
	No change
5.	(a) The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows: (If not applicable, insert “No change”)
	No change
	(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (If not applicable, insert “No change”)
	No change

	Before Amendment		After Amendment
Paid-in Capital	$	_____________	$	_____________

(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)

6.       The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.

Dated	3/ 21, 2002		Illinois Cinemas, Inc.
	(Month & Day) (Year)		(Exact Name of Corporation at date of execution)
Attested by	/s/ John C. McBride, Jr.	by	/s/ Bryan Berndt
	(Signature of Secretary or Assistant Secretary)		(Signature of President or Vice President)
	John C. McBride, Jr., Assistant Secretary		Bryan Berndt, Vice President
	(Type or Print Name and Title)		(Type or Print Name and Title)

7.       If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title.

OR

If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below, and type or print name and title.

The undersigned affirms, under the penalties of perjury, that the facts stated herein are true.

Dated    March, 2002

            (Month & Day)  (Year)

File # 60085668
Form BCA-5.10 NFP-105.10 (Rev. Jan, 2003)
Jesse White Secretary of State Department of Business Services Springfield, IL 62756 Telephone (217) 782-3647 www.cyberdriveillinois.com	FILED	SUBMIT IN DUPLICATE
		This space for use by Secretary of State
	OCT 31 2003	Date October 31, 2003
STATEMENT OF CHANGE OF REGISTERED AGENT AND/OR REGISTERED OFFICE	JESSE WHITE SECRETARY OF STATE	Filing Fee            $5 Approved:_____________
		Remit payment in check or money order, payable to “Secretary of State.”
	Type or print in black ink only. See reverse side for signature(s).
1.      CORPORATE NAME: Illinois Cinemas, Inc.
2.      STATE OR COUNTRY OF INCORPORATION: IL
3.      Name and address of the registered agent and registered office as they appear on the records of the office of the Secretary of State (before change):
Registered Agent Illinois Corporation Service Company
First Name                                    Middle Name                    Last Name
Registered Office 700 South Second Street
Number                         Street                     Suite No. (A P.O. Box alone is not acceptable)
Springfield                     62704                                 Sangamon
City                                 ZIP Code                                County
4.      Name and address of the registered agent and registered office shall be (after all changes herein reported):
Registered Agent Illinois Corporation Service Company
First Name                                    Middle Name                    Last Name
Registered Office 801 Adlai Stevenson Drive
Number                     Street                     Suite No. (A P.O. Box alone is not acceptable)
Springfield, IL                     62703                                 Sangamon
City                                         ZIP Code                            County

5. The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.

6. The above change was authorized by: (“X” one box only)

a. ¨    By resolution duly adopted by the board of directors.                 (Note 5)

b. þ    By action of the registered agent.                                                  (Note 6)

7. (If authorized by the board of directors, sign here. See Note 5)

The undersigned corporation has caused this statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true.

Dated		,
	(Month & Day)		(Year)	(Exact Name of Corporation)
	(Any Authorized Officer’s Signature)
	(Type or Print Name and Title)

(If Change of registered office by registered agent, sign here. See Note 6)

The undersigned, under penalties of perjury, affirms that the facts stated herein are true.

Dated	October 31, 2003	/s/ Mark Rosser
	(Month & Day) (Year)	(Signature of Registered Agent of Record)
		Illinois Corporation Service Company
		Mark Rosser, Vice President

NOTES

1. The registered office may, but need not be the same as the principal office of the corporation. However, the registered office and the office address of the registered agent must be the same.

2. The registered office must include a street or road address; a post office box number alone is not acceptable.

3. A corporation cannot act as its own registered agent.

4. If the registered office is changed from one county to another, then the corporation must file with the recorder of deeds of the new county a certified copy of the articles of incorporation and a certified copy of the statement of change of registered office. Such certified copies may be obtained ONLY from the Secretary of State.

5. Any change of registered agent must be by resolution adopted by the board of directors. This statement must then be signed by a duly authorized officer.

6. The registered agent may report a change of the registered office of the corporation for which he or she is registered agent. When the agent reports such a change, this statement must be signed by the registered agent.

C-135.15

EX-3.2.48

Exhibit 3.2.48

BCA- 2.10 (Rev. Jul. 1984)		File #
Submit in Duplicate	Secretary of State	This Space For Use By
Payment must be made by Certified	State of Illinois	Secretary of State
Check, Cashiers’ Check or a Money		Date 7-25-88
Order, payable to “Secretary of	ARTICLES OF INCORPORATION	License Fee	$	.50
State”.		Franchise Tax	$	25.00
DO NOT SEND CASH		Filing Fee	$	75.00
				100.50
		Clerk		/s/ Illegible

Pursuant to the provisions of “The Business Corporation Act of 1983”, the undersigned incorporator(s) hereby adopt the following Articles of Incorporation.

ARTICLE ONE	The name of the corporation is	Loews Chicago Cinemas, Inc.
		(Shall contain the word “corporation”, “company”, “incorporated”, “limited”, or an abbreviation thereof)
ARTICLE TWO	The name and address of the initial registered agent and its registered office are:
	Registered Agent	The Prentice-Hall Corporation System, Inc.
		First Name        Middle Name                    Last Name
	Registered Office	33 Lasalle Street
		Number          Street        Suite # (A P.O. Box alone is not acceptable)
		Chicago, Illinois 60602
		City            Zip Code                    County
ARTICLE THREE	The purpose or purposes for which the corporation is organized are:
		If not sufficient space to cover this point, add one or more sheets of this size.
	See rider attached
ARTICLE FOUR	Paragraph 1: The authorized shares shall be:

Class	* Par Value per share		Number of shares authorized
Common	$	1.00	500

	Paragraph 2: The preference, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are:
		If not sufficient space to cover this point, add one or more sheets of this size.
ARTICLE FIVE	The number of shares to be issued initially, and the consideration to be received by the corporation therefor, are:

Class	* Par Value per share		Number of shares proposed to be issued	Consideration to be received therefor
Common	$	1.00	500	$	500.00
				$
				$
				$
			TOTAL	$

*  A declaration as to a “par value” is optional. This space may be marked “n/a” when no reference to a par value is desired.

ARTICLE SIX	OPTIONAL
	The number of directors constituting the initial board of directors of the corporation is                             , and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualify are:
	Name                                                     Residential Address
ARTICLE SEVEN	OPTIONAL

(a)    It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be:	$
(b)    It is estimated that the value of the property to be located within the State of Illinois during the following year will be:	$
(c)    It is estimated that the gross amount of business which will be transacted by the corporation during the following year will be:	$
(d)    It is estimated that the gross amount of business which will be transacted from places of business in the State of Illinois during the following year will be:	$

ARTICLE EIGHT	OTHER PROVISIONS
	Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g., authorizing pre-emptive rights; denying cumulative voting; regulating internal affairs; voting majority requirements; fixing a duration other than perpetual; etc.

NAMES & ADDRESSES OF INCORPORATORS

The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true.

Dated July 15, 1988

	Signatures and Names		Post Office Address
1.	/s/ Barbara R. Corbett	1.	400    Plaza    Drive
	Signature		Street
	Barbara R. Corbett		Secaucus,         New Jersey                    07094
	Name (please print)		City/Town            State                Zip
2.		2.
	Signature		Street
	Name (please print)		City/Town            State                Zip
3.		3.
	Signature		Street
	Name (please print)		City/Town            State                Zip

(Signatures must be in ink on original document. Carbon copy, xerox or rubber stamp signatures may only be used on conformed copies)

NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the execution shall be by its President or Vice-President and verified by him, and attested by its Secretary or an Assistant Secretary.

Form BCA-2.10

File No. 

ARTICLES OF INCORPORATION

JUL 25 1988

JIM EDGAR

Secretary of State

FEE SCHEDULE

The following fees are required to be paid at the time of issuing the Certificate of Incorporation: FILING FEE $75.00; INITIAL LICENSE FEE of 1/20th of 1% of the consideration to be received for initial issued shares (see Art. 5), MINIMUM $.50; INITIAL FRANCHISE TAX of 1/10th of 1% of the consideration to be received for initial issued shares (see Art. 5) MINIMUM $25.00.

EXAMPLES OF TOTAL DUE

Consideration to be Received		TOTAL DUE*
up to $	1,000	$	100.50
$	5,000	$	102.50
$	10,000	$	105.00
$	25,000	$	112.50
$	50,000	$	150.00
$	100,000	$	225.00

* Includes Filing Fee + License Fee + Franchise Tax

Corporation Department

Secretary of State

Springfield, Illinois 62756

Telephone (217) 782-6961

To own, acquire, purchase, erect, equip, lease, operate, manage and conduct motion picture theatres, drive-in theatres, opera houses, public halls and theatres and places of amusement of every kind and description; to produce, manufacture, purchase, sell, lease, hire, exhibit and exploit performances and attractions of various kinds and natures, including moving pictures, vaudeville, dramatic, operatic, musical and dance performances, and intellectual and instructive entertainment; to manufacture, produce, purchase, own, sell, lease, hire, license, distribute, and otherwise dispose and to deal in and with moving picture machines, cameras, machinery, devices, appliances, and articles of all kinds used in photographic and motion picture arts, and plates, slides and films therefor, and materials, supplies, appliances, apparatus, machinery and other articles necessary and convenient for use in connection therewith; to acquire, own and dispose of costumes, scenery, properties, libraries, and other material and property for use in connection with the giving of operatic, dramatic, and motion picture entertainments, and performances of all kinds, to employ and act as agent and manager for singers, musicians, actors, performers of all kinds; to acquire, own and dispose of (including licensing thereof), plays, scenarios, photo-plays, news, songs, magazines, motion pictures, and pictures of all kinds, dramatic and musical, and motion picture productions of every kind; to acquire, own, maintain, operate, dispose of and deal with and in studios and other plants and equipment for or in connection with the production of motion pictures and productions of all kinds; to deal in amusement enterprises of every kind and description and generally to carry on the business of motion pictures and theatrical proprietors, managers, producers and caterers for and to public entertainment and amusements, as well as to do all things necessary and incident thereto.

To manufacture, buy, sell and generally deal in popcorn, candy, beverages, sandwiches, and food of all kinds and description, and goods, wares, merchandise, electronic amusement devices, pinball machines and personal property of every kind.

To purchase, lease or otherwise acquire, hold, improve, sell, lease, mortgage and generally deal in lands, buildings and interests herein.

To own, erect, buy, lease, acquire, hold, use or dispose of any and all stores, factories, machinery equipment and supplies of every nature and description necessary, useful or convenient in the manufacturing, producing, processing or marketing of the aforesaid articles and any other items or materials produced or dealt in by the corporation.

To buy, or otherwise acquire, hold, lease, sell, exchange, mortgage, pledge or otherwise dispose of any real estate or real property or personal property, rights, franchises or goodwill necessary to the foregoing; in general to carry on any related or incidental business in connection with the foregoing in all of the State, territories and dependencies of the United States and in foreign countries subject to the provisions of Part 4 of the T.M.C.L.A.

To indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and necessarily incurred by him in connection with the defense or any action, suit or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, but such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any by-law, agreement, vote of shareholders, or otherwise.

Form BCA-10.30 (Rev. Jan, 1999)	ARTICLES OF AMENDMENT	File # 5516 - 564-5
Jesse White Secretary of State Department of Business Services Springfield, IL 62756 Telephone (217) 782-1832	FILED	SUBMIT IN DUPLICATE
		This space for use by Secretary of State
Remit payment in check or money order, payable to “Secretary of State.”	MAR 22 2002	Date 3-22-02
The filing fee for restated articles of amendment - $100.00 http://www.sos.state.il.us	JESSE WHITE SECRETARY OF STATE	Franchise Tax             $ Filing Fee*                  $25.00 Penalty                        $
		Approved: /s/ Illegible

1.	CORPORATE NAME: Loews Chicago Cinemas. Inc.
2.	MANNER OF ADOPTION OF AMENDMENT:
	The following amendment of the Articles of Incorporation was adopted on March 21, 2002 in the manner indicated below.
	( “X” one box only)                                                                                           (Month & Day)  (Year)
¨	By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected;
	(Note 2)
¨	By a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment;
	(Note 2)
¨	By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment;
	(Note 3)
¨	By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment;
	(Note 4)
¨	By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10;
	(Note 4 & 5)
¨	By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment.
	(Note 5)
x	In accordance with Section 10.40, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation, et al., case number 01-40400, confirmed and approved March 1, 2002.
3.	TEXT OF AMENDMENT:
	a.      When amendment effects a name change, insert the new corporate name below. Use Page 2 for all other amendments.
	Article I: The name of the corporation is:_____

(NEW NAME)

All changes other than name, include on page 2

(over)

	b.      (If amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety. If there is not sufficient space to do so, add one or more sheets of this size.)
	Article Four, Paragraph 2 of the Articles of Incorporation is hereby amended by adding the following sentence:
	“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”
4.	The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows: (If not applicable, insert “No change”)
	No change
5.	(a) The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows: (If not applicable, insert “No change”)
	No change
	(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (If not applicable, insert “No change”)
	No change

	Before Amendment		After Amendment
Paid-in Capital	$	_____________	$	_____________

(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)

6.       The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.

Dated	3/ 21, 2002		Loews Chicago Cinemas, Inc.
	(Month & Day)  (Year)		(Exact Name of Corporation at date of execution)
Attested by	/s/ John C. McBride, Jr.	by	/s/ Bryan Berndt
	(Signature of Secretary or Assistant Secretary)		(Signature of President or Vice President)
	John C. McBride, Jr., Assistant Secretary		Bryan Berndt, Vice President
	(Type or Print Name and Title)		(Type or Print Name and Title)

7.       If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title.

OR

If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below, and type or print name and title.

The undersigned affirms, under the penalties of perjury, that the facts stated herein are true.

Dated    March, 2002

            (Month & Day)  (Year)

EX-3.2.49

Exhibit 3.2.49

BCA-2.10 (Rev. Jul. 1984)		File #
Submit in Duplicate	Secretary of State	This Space For Use By
Payment must be made by Certified	State of Illinois	Secretary of State
Check, Cashiers’ Check or a Money
Order, payable to “Secretary of		Date 8-1-89
State”.	ARTICLES OF INCORPORATION	License Fee	$	.50
DO NOT SEND CASH		Franchise Tax	$	25.00
		Filing Fee	$	75.00
				100.50
		Clerk		/s/ Illegible

Pursuant to the provisions of “The Business Corporation Act of 1983”, the undersigned incorporator(s) hereby adopt the following Articles of Incorporation.

ARTICLE ONE	The name of the corporation is	LOEWS MERRILLVILLE CINEMAS, INC.
		(Shall contain the word “corporation”, “company”, “incorporated”, “limited”, or an abbreviation thereof)
ARTICLE TWO	The name and address of the initial registered agent and its registered office are:
	Registered Agent	THE PRENTICE-HALL CORPORATION SYSTEM, INC.
		First Name        Middle Name        Last Name
	Registered Office	33 LASALLE STREET
		Number      Street        Suite # (A P.O. Box alone is not acceptable)
		CHICAGO, ILLINOIS 60602
		City        Zip Code            County
ARTICLE THREE	The purpose or purposes for which the corporation is organized are:
		If not sufficient space to cover this point, add one or more sheets of this size.
		SEE RIDER ATTACHED
ARTICLE FOUR	Paragraph 1: The authorized shares shall be:

Class	* Par Value per share		Number of shares authorized
COMMON	$	1.00	500

	Paragraph 2: The preference, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are:
		If not sufficient space to cover this point, add one or more sheets of this size.
ARTICLE FIVE	The number of shares to be issued initially, and the consideration to be received by the corporation therefor, are:

Class	* Par Value per share		Number of shares proposed to be issued	Consideration to be received therefor
COMMON	$	1.00	500	$	500.00
				$
				$
				$
			TOTAL	$	500.00

*  A declaration as to a “par value” is optional. This space may be marked “n/a” when no reference to a par value is desired.

ARTICLE SIX	OPTIONAL
	The number of directors constituting the initial board of directors of the corporation is                             , and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualify are:
	Name                                                     Residential Address

ARTICLE SEVEN	OPTIONAL
	(a)    It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be:	$
	(b)    It is estimated that the value of the property to be located within the State of Illinois during the following year will be:	$
	(c)    It is estimated that the gross amount of business which will be transacted by the corporation during the following year will be:	$
	(d)    It is estimated that the gross amount of business which will be transacted from places of business in the State of Illinois during the following year will be:	$

ARTICLE EIGHT	OTHER PROVISIONS
	Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g., authorizing pre-emptive rights; denying cumulative voting; regulating internal affairs; voting majority requirements; fixing a duration other than perpetual; etc.

NAMES & ADDRESSES OF INCORPORATORS

The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true.

Dated July 27, 1989

	Signatures and Names		Post Office Address
1.	/s/ Barbara R. Corbett	1.	400    PLAZA    DRIVE
	Signature		Street
	BARBARA R. CORBETT		SECAUCUS,         NEW JERSEY                    07094
	Name (please print)		City/Town            State                    Zip
2.		2.
	Signature		Street
	Name (please print)		City/Town            State                    Zip
3.		3.
	Signature		Street
	Name (please print)		City/Town            State                    Zip

(Signatures must be by ink on original document. Carbon copy, xerox or rubber stamp signatures may only be used on conformed copies)

NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the execution shall be by its President or Vice-President and verified by him, and attested by its Secretary or an Assistant Secretary.

Form BCA-2.10

File No. 

ARTICLES OF INCORPORATION

AUG - 1 1989

JIM EDGAR

SECRETARY OF STATE

The following fees are required to be paid at the time of issuing the Certificate of Incorporation: FILING FEE $75.00; INITIAL LICENSE FEE of 1/20th of 1% of the consideration to be received for initial issued shares (See Art. 5), MINIMUM $.50; INITIAL FRANCHISE TAX of 1/10th of 1% of the consideration to be received for initial issued shares (see Art. 5) MINIMUM $25.00.

EXAMPLES OF TOTAL DUE

Consideration to be Received		TOTAL DUE*
up to $	1,000	$	100.50
$	5,000	$	102.50
$	10,000	$	105.00
$	25,000	$	112.50
$	50,000	$	150.00
$	100,000	$	225.00

* Includes Filing Fee + License Fee + Franchise Tax

Corporation Department

Secretary of State

Springfield, Illinois 62756

Telephone (217) 782-6961

To own, acquire, purchase, erect, equip, lease, operate, manage and conduct motion picture theatres, drive-in theatres, opera houses, public halls and theatres and places of amusement of every kind and description; to produce, manufacture, purchase, sell, lease, hire, exhibit and exploit performances and attractions of various kinds and natures, including moving pictures, vaudeville, dramatic, operatic, musical and dance performances, and intellectual and instructive entertainment; to manufacture, produce, purchase, own, sell, lease, hire, license, distribute, and otherwise dispose and to deal in and with moving picture machines, cameras, machinery, devices, appliances, and articles of all kinds used in photographic and motion picture arts, and plates, slides and films therefor, and materials, supplies, appliances, apparatus, machinery and other articles necessary and convenient for use in connection therewith; to acquire, own and dispose of costumes, scenery, properties, libraries, and other material and property for use in connection with the giving of operatic, dramatic, and motion picture entertainments, and performances of all kinds, to employ and act as agent and manager for singers, musicians, actors, performers of all kinds; to acquire, own and dispose or (including licensing thereof), plays, scenarios, photo-plays, news, songs, magazines, motion pictures, and pictures of all kinds, dramatic and musical, and motion picture productions of every kind; to acquire, own, maintain, operate, dispose of and deal with and in studios and other plants and equipment for or in connection with the production of motion pictures and productions of all kinds; to deal in amusement enterprises of every kind and description and generally to carry on the business of motion pictures and theatrical proprietors, managers, producers and caterers for and to public entertainment and amusements, as well as to do all things necessary and incident thereto.

To manufacture, buy, sell and generally deal in popcorn, candy, beverages, sandwiches, and food of all kinds and description, and goods, wares, merchandise, electronic amusement devices, pinball machines and personal property of every kind.

To purchase, lease or other ____________ acquire, hold, improve, sell, lease, mortgage and gene____ ____deal in lands, buildings and interests herein.

To own, erect, buy, lease, acquire, hold, use or dispose of any and all stores, factories, machinery equipment and supplies of every nature and description necessary, useful or convenient in the manufacturing, producing, processing or marketing of the aforesaid articles and any other items or materials produced or dealt in by the corporation.

To buy, or otherwise acquire, hold, lease, sell, exchange, mortgage, pledge or otherwise dispose of any real estate or real property or personal property, rights, franchises or goodwill necessary to the foregoing; in general to carry on any related or incidental business in connection with the foregoing in all of the state, territories and dependencies of the United States and in foreign countries subject to the provisions of Part 4 of the T.M.C.L.A.

To indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and necessarily incurred by him in connection with the defense or any action, suit or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, but such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any by-law, agreement, vote of shareholders, or otherwise.

Form BCA-10.30 (Rev. Jan, 1999)	ARTICLES OF AMENDMENT	File # 5561- 673 -6
Jesse White Secretary of State Department of Business Services Springfield, IL 62756 Telephone (217) 782-1832	FILED	SUBMIT IN DUPLICATE This space for use by Secretary of State
	MAR 22 2002	Date 3-22-02
Remit payment in check or money order, payable to “Secretary of State.” The filing fee for restated articles of amendment - $100.00 http://www.sos.state.il.us	JESSE WHITE SECRETARY OF STATE	Franchise Tax                      $ Filing Fee*                          $25.00 Penalty                                $
		Approved: /s/ Illegible

1.	CORPORATE NAME: Loews Merrillville Cinemas, Inc.
2.	MANNER OF ADOPTION OF AMENDMENT:
	The following amendment of the Articles of Incorporation was adopted on March 21, 2002 in the manner indicated below.
	( “X” one box only)                                                                                           (Month & Day)  (Year)
¨	By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected;
	(Note 2)
¨	By a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment;
	(Note 2)
¨	By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment;
	(Note 3)
¨	By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment;
	(Note 4)
¨	By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10;
	(Notes 4 & 5)
¨	By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment.
	(Note 5)
x	In accordance with Section 10.40, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation, et al., case number 01-40572, confirmed and approved March 1, 2002.
3.	TEXT OF AMENDMENT:
	a.      When amendment effects a name change, insert the new corporate name below. Use Page 2 for all other amendments.
	Article I: The name of the corporation is: ______

(NEW NAME)

All changes other than name, include on page 2

(over)

	b.      (If amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety. If there is not sufficient space to do so, add one or more sheets of this size.)
	Article Four, Paragraph 2 of the Articles of Incorporation is hereby amended by adding the following sentence:
	“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”
4.	The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows: (If not applicable, insert “No change”)
	No change
5.	(a) The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows: (If not applicable, insert “No change”)
	No change
	(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (If not applicable, insert “No change”)
	No change

	Before Amendment		After Amendment
Paid-in Capital	$	_____________	$	_____________

(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)

6.       The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.

Dated	3/21, 2002		Loews Merrillville Cinemas, Inc.
	(Month & Day)  (Year)		(Exact Name of Corporation at date of execution)
attested by	/s/ John C. McBride, Jr.	by	/s/ Bryan Berndt
	(Signature of Secretary or Assistant Secretary)		(Signature of President or Vice President)
	John C. McBride, Jr., Assistant Secretary		Bryan Berndt, Vice President
	(Type or Print Name and Title)		(Type or Print Name and Title)

7.       If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title.

OR

If amendment is authorized by the directors pursuant lo Section 10.10 and there are no officers, then a majority of the directors or directors as may be designated by the board, must sign below, and type or print name and title.

The undersigned affirms, under the penalties of perjury, that the facts stated herein are true.

Dated    March, 2002

            (Month & Day)  (Year)

EX-3.2.50

Exhibit 3.2.50

BCA- 2.10 (Rev. Jul. 1984)		File #
Submit in Duplicate	Secretary of State	This Space For Use By
Payment must be made by Certified	State of Illinois	Secretary of State
Check, Cashiers’ Check or a Money		Date 11-15-88
Order, payable to “Secretary of	ARTICLES OF INCORPORATION	License Fee	$	.50
State”.		Franchise Tax	$	25.00
DO NOT SEND CASH		Filing Fee	$	75.00
				100.50
		Clerk		/s/ Illegible

Pursuant to the provisions of “The Business Corporation Act of 1983”, the undersigned incorporator(s) hereby adopt the following Articles of Incorporation.

ARTICLE ONE	The name of the corporation is	Loews Piper’s Theatres, Inc.
		(Shall contain the word “corporation”, “company”, “incorporated”, “limited”, or an abbreviation thereof)
ARTICLE TWO	The name and address of the initial registered agent and its registered office are:
	Registered Agent	The Prentice-Hall Corporation System, Inc.
		First Name        Middle Name            Last Name
	Registered Office	33 Lasalle Street
		Number          Street        Suite # (A P.O. Box alone is not acceptable)
		Chicago, Illinois 60602
		City            Zip Code                County
ARTICLE THREE	The purpose or purposes for which the corporation is organized are:
		If not sufficient space to cover this point, add one or more sheets of this size.
	See attached exhibit
ARTICLE FOUR	Paragraph 1: The authorized shares shall be:

Class	* Par Value per share		Number of shares authorized
Common	$	1.00	500

	Paragraph 2: The preference, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are:
		If not sufficient space to cover this point, add one or more sheets of this size.
ARTICLE FIVE	The number of shares to be issued initially, and the consideration to be received by the corporation therefor, are:

Class	* Par Value per share		Number of shares proposed to be issued	Consideration to be received therefor
Common	$	1.00	500	$	500.00
				$
				$
				$
			TOTAL	$	500.00

*  A declaration as to a “par value” is optional. This space may be marked “n/a” when no reference to a par value is desired.

ARTICLE SIX	OPTIONAL
	The number of directors constituting the initial board of directors of the corporation is                             , and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualify are:
	Name                                                     Residential Address
ARTICLE SEVEN	OPTIONAL

(a)    It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be:	$
(b)    It is estimated that the value of the property to be located within the State of Illinois during the following year will be:	$
(c)    It is estimated that the gross amount of business which will be transacted by the corporation during the following year will be:	$
(d)    It is estimated that the gross amount of business which will be transacted from places of business in the State of Illinois during the following year will be:	$

ARTICLE EIGHT	OTHER PROVISIONS
	Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g., authorizing pre-emptive rights; denying cumulative voting; regulating internal affairs; voting majority requirements; fixing a duration other than perpetual; etc.

NAMES & ADDRESSES OF INCORPORATORS

The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true.

Dated November 14, 1988

	Signatures and Names		Post Office Address
1.	/s/ Barbara R. Corbett	1.	400    Plaza    Drive
	Signature		Street
	Barbara R. Corbett		Secaucus,         New Jersey                    07094
	Name (please print)		City/Town        State                    Zip
2.		2.
	Signature		Street
	Name (please print)		City/Town        State                    Zip
3.		3.
	Signature		Street
	Name (please print)		City/Town        State                    Zip

(Signatures must be in ink on original document. Carbon copy, xerox or rubber stamp signatures may only be used on conformed copies)

NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the execution shall be by its President or Vice-President and verified by him, and attested by its Secretary or an Assistant Secretary.

Form BCA-2.10

File No. 

ARTICLES OF INCORPORATION

FILED

NOV 15 1988

JIM EDGAR

Secretary of State

FEE SCHEDULE

The following fees are required to be paid at the time of issuing the Certificate of Incorporation: FILING FEE $75.00; INITIAL LICENSE FEE of 1/20th of 1% of the consideration to be received for initial issued shares (see Art. 5), MINIMUM $.50; INITIAL FRANCHISE TAX of 1/10th of 1% of the consideration to be received for initial issued shares (see Art. 5) MINIMUM $25.00.

EXAMPLES OF TOTAL DUE

Consideration to be Received		TOTAL DUE*
up to $	1,000	$	100.50
$	5,000	$	102.50
$	10,000	$	105.00
$	25,000	$	112.50
$	50,000	$	150.00
$	100,000	$	225.00

* Includes Filing Fee + License Fee + Franchise Tax

Corporation Department

Secretary of State

Springfield, Illinois 62756

Telephone (217) 782-6961

C - 162.8

______, own, acquire, purchase, erect, equip, lease, operate, _____ and conduct motion picture theatres, drive-in theatres, opera houses, public halls and theatres and places of amusement of every kind and description; to produce, manufacture, purchase, sell, lease, hire, exhibit and exploit performances and attractions of various kinds and natures, including moving pictures, vaudeville, dramatic, operatic, musical and dance performances, and intellectual and instructive entertainment; to manufacture, produce, purchase, own, sell, lease, hire, license, distribute, and otherwise dispose and to deal in and with moving picture machines, cameras, machinery, devices, appliances, and articles of all kinds used in photographic and motion picture arts, and plates, slides and films therefor, and materials, supplies, appliances, apparatus, machinery and other articles necessary and convenient for use in connection therewith; to acquire, own and dispose of costumes, scenery, properties, libraries, and other material and property for use in connection with the giving of operatic, dramatic, and motion picture entertainments, and performances of all kinds, to employ and act as agent and manager for singers, musicians, actors, performers of all kinds; to acquire, own and dispose of (including licensing thereof), plays, scenarios, photo-plays, news, songs, magazines, motion pictures, and pictures of all kinds, dramatic and musical, and motion picture productions of every kind; to acquire, own, maintain, operate, dispose of and deal with and in studios and other plants and equipment for or in connection with the production of motion pictures and productions of all kinds; to deal in amusement enterprises of every kind and description and generally to carry on the business of motion pictures and theatrical proprietors, managers, producers and caterers for and to public entertainment and amusements, as well as to do all things necessary and incident thereto.

To manufacture, buy, sell and generally deal in popcorn, candy, beverages, sandwiches, and food of all kinds and description, and goods, wares, merchandise, electronic amusement devices, pinball machines and personal property of every kind.

To purchase, lease or otherwise acquire, hold, improve, sell, lease, mortgage and generally deal in lands, buildings and interests herein.

To own, erect, buy, lease, acquire, hold, use or dispose of any and all stores, factories, machinery equipment and supplies of every nature and description necessary, useful or convenient in the manufacturing, producing, processing or marketing of the aforesaid articles and any other items or materials produced or dealt in by the corporation.

To buy, or otherwise acquire, hold, lease, sell, exchange, mortgage, pledge or otherwise dispose of any real estate or real property or personal property, rights, franchises or goodwill necessary to the foregoing; in general to carry on any related or incidental business in connection with the foregoing in all of the State, territories and dependencies of the United States and in foreign countries subject to the provisions of Part 4 of the T.M.C.L.A.

To indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and necessarily incurred by him in connection with the defense or any action, suit or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such notion, suit or proceeding to be liable for negligence or misconduct in performance of duty, but such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any by-law, agreement, vote of shareholders, or otherwise.

Form BCA-10.30 (Rev. Jan, 1999)	ARTICLES OF AMENDMENT	File # 5529-452-6
Jesse White Secretary of State Department of Business Services Springfield, IL 62756 Telephone (217) 782-1832	FILED	SUBMIT IN DUPLICATE
		This space for use by Secretary of State
	MAR 22 2002	Date 3-22-02
Remit payment in check or money order, payable to “Secretary of State.”	JESSE WHITE SECRETARY OF STATE	Franchise Tax                       $ Filing Fee*                            $25.00 Penalty                                  $ Approved: /s/ Illegible
The filing fee for restated articles of amendment - $100.00 http://www.sos.state.il.us

1.	CORPORATE NAME: Loews Piper’s Theaters, Inc.
	(Note 1)
2.	MANNER OF ADOPTION OF AMENDMENT:
	The following amendment of the Articles of Incorporation was adopted on March 21, 2002 in the manner indicated below.
	(“X” one box only)                                                                                           (Month & Day)  (Year)
¨	By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected;
	(Note 2)
¨	By a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment;
	(Note 2)
¨	By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment;
	(Note 3)
¨	By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment;
	(Note 4)
¨	By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10;
	(Notes 4 & 5)
¨	By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment.
	(Note 5)
x	In accordance with Section 10.40, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation, et al., case number 01-40536, confirmed and approved March 1, 2002.
3.	TEXT OF AMENDMENT:
	a.      When amendment effects a name change, insert the new corporate name below. Use Page 2 for all other amendments.
	Article I: The name of the corporation is:____

(NEW NAME)

All changes other than name, include on page 2

(over)

	b.      (If amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety. If there is not sufficient space to do so, add one or more sheets of this size.)
	Article Four, Paragraph 2 of the Articles of Incorporation is hereby amended by adding the following sentence:
	“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”
4.	The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows: (If not applicable, insert “No change”)
	No change
5.	(a) The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows: (If not applicable, insert “No change”)
	No change
	(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (If not applicable, insert “No change”)
	No change

	Before Amendment		After Amendment
Paid-in Capital	$	_____________	$	_____________

(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)

6.       The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.

Dated	3/ 21, 2002		Loews Piper’s Cinemas, Inc.
	(Month & Day)  (Year)		(Exact Name of Corporation at date of execution)
Attested by	/s/ John C. McBride, Jr.	by	/s/ Bryan Berndt
	(Signature of Secretary or Assistant Secretary)		(Signature of President or Vice President)
	John C. McBride, Jr., Assistant Secretary		Bryan Berndt, Vice President
	(Type or Print Name and Title)		(Type or Print Name and Title)

7.       If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title.

OR

If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below, and type or print name and title.

The undersigned affirms, under the penalties of perjury, that the facts stated herein are true.

Dated    March, 2002

            (Month & Day)  (Year)

EX-3.2.51

Exhibit 3.2.51

BCA-2.10 (Rev. Jul. 198_)

		File #
Submit in Duplicate	Secretary of State	This Space For Use By
_______________________________	State of Illinois	Secretary of State
_______________________________		Date	9-19-90
_______________________________	ARTICLES OF INCORPORATION	License Fee	$      .50
________		Franchise Tax	$  25.00
DO NOT SEND CASH!		Filing Fee	$  75.00
		Clerk	100.50

Pursuant to the provisions of “The Business Corporation Act of 1983”, the undersigned incorporator(s) hereby adopt the following Articles of incorporation.

ARTICLE ONE	The name of the corporation is Loews Rolling Meadows Cinemas, Inc.
	(Shall contain the word “corporation”, “company”, “incorporated”, “limited” or an abbreviation thereof).
ARTICLE TWO	The name and address of the initial registered agent and its registered office are:
	Registered Agent		The Prentice-Hall Corporation System, Inc.
			First Name	Middle Name		Last Name
	Registered Offices		33 LaSalle Street
			Number	Street		Suite # (A P.O. Box above is not acceptable)
			Chicago, Illinois 60602
			City	Zip Code		Country
ARTICLE THREE	The purpose of purposes for which the corporation is organized are: If not sufficient space to cover this point, add one or more sheets of this size.
	See attached
ARTICLE FOUR	Paragraph 1: The authorized shares shall be:
	Class	*Par value per share		Number of shares authorized
	Common	$	1.00	500
	Paragraph 2: The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are:
	If not sufficient space to cover this point, add one or more sheets of this size.
ARTICLE FIVE	The number of shares to be issued initially, and the consideration to be received by the corporation therefor, are:
	Class	*Par Value per share		Number of shares proposed to be issued	Consideration to be received therefor
	Common	$	1.00	500	$	500.00
					$
					$
					$
				Total	$	500.00

* A declaration as to a “par value” is optional. This space may be marked “n/a” when no reference to a par value is desired.

ARTICLE SIX	OPTIONAL
	The number of directors constituting the initial board of directors of the corporation is                     , and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and quality are:
		Name	Residential Address
ARTICLE SEVEN	OPTIONAL
	(a)    It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be:			$
	(b)    It is estimated that the value of the property to be located within the State of Illinois during the following year will be:			$
	(c)    it is estimated that the gross amount of business which will be transacted by the corporation during the following year will be:			$
	(d)    It is estimated that the gross amount of business which will be transacted from places of business in the State of Illinois during the following year will be:			$
ARTICLE EIGHT	OTHER PROVISIONS
	Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g., authorizing pre-emptive rights; denying cumulative voting; regulating internal affairs; voting majority requirements; fixing a duration other than perpetual; etc.

NAMES & ADDRESSES OF INCORPORATORS

The undersigned Incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true.

Dated September 14, 1990

	Signatures and Name		Post Office Address
1.	/s/    BARBARA R. CORBETT	1.	400 Plaza Drive
	Signature		Street
	Barbara R. Corbett		Secaucus, NJ 07094
	Name (please print)		City/Town                    State                     zip
2.		2.
	Signature		Street
	Name (please print)		City/Town                    State                     zip
3.		3.
	Signature		Street
	Name (please print)		City/Town                    State                     zip

(Signature must be in ink or original document. Carbon copy, xerox or rubber stamp signatures may only be used on conformed copies.)

NOTE: if a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the execution shall be by its President or Vice President and verified by him, and attested by its Secretary or Assistant Secretary.

Form BCA-2.10

File No.                                              

ARTICLES OF INCORPORATION

LOEWS ROLLING MEADOWS CINEMAS, INC.

FEE SCHEDULE

The following fees are required to be paid at the time of issuing the Certificate of incorporation: FILING FEE $75.00; INITIAL LICENSE FEE of 1/20th of 1% of the consideration to be received for initial issued shares (see Art 5), MINIMUM $.50; INITIAL FRANCHISE TAX of 1/10th of _% of the consideration to be received for initial issued shares (see Act 5) MINIMUM $25.00

EXAMPLES OF TOTAL DUE

Consideration to be Received	TOTAL DUE*
upto $1.000	$	100._0
$5,000	$	102._0
$10,000	$	105._0
$25,000	$	112._0
$50,000	$	150.00
$100,000	$	225.00

* Including Filing Fee + License Fee + ________

FILED

SEP 19 1990

Corporation Department

Secretary of State

Springfield, Illinois 6275_

Telephone (217) 782-6961

To own, acquire, purchase, erect, equip, lease, operate, manage and conduct motion picture theatres, drive-in theatres, opera houses, public halls and theatres and places of amusement of every kind and description; to produce, manufacture, purchase, sell, lease, hire, exhibit and exploit performances and attractions of various kinds and natures, including moving pictures, vaudeville, dramatic, operatic, musical and dance performances, and intellectual and instructive entertainment; to manufacture, produce, purchase, own, sell, lease, hire, license, distribute, and otherwise dispose and to deal in and with moving picture machines, cameras, machinery, devices, appliances, and articles of all kinds used in photographic and motion picture arts, and plates, slides and films therefor, and materials, supplies, appliances, apparatus, machinery and other articles necessary and convenient for use in connection therewith; to acquire, own and dispose of costumes, scenery, properties, libraries, and other material and property for use in connection with the giving of operatic, dramatic, and motion picture entertainments, and performances of all kinds, to employ and act as agent and manager for singers, musicians, actors, performers of all kinds; to acquire, own and dispose of (including licensing thereof), plays, scenarios, photo-plays, news, songs, magazines, motion pictures, and pictures of all kinds, dramatic and musical, and motion picture productions of every kind; to acquire, own, maintain, operate, dispose of and deal with and in studios and other plants and equipment for or in connection with the production of motion pictures and productions of all kinds; to deal in amusement enterprises of every kind and description and generally to carry on the business of motion pictures and theatrical proprietors, managers, producers and caterers for and to public entertainment and amusements, as well as to do all things necessary and incident thereto.

To manufacture, buy, sell and generally deal in popcorn, candy, beverages, sandwiches, and food of all kinds and description, and goods, wares, merchandise, electronic amusement devices, pinball machines and personal property of every kind.

To purchase, lease or otherwise acquire, hold, improve, sell, lease, mortgage and generally deal in lands, buildings and interests herein.

To own, erect, buy, lease, acquire, hold, use or dispose of any and all stores, factories, machinery equipment and supplies of every nature and description necessary, useful or convenient in the manufacturing, producing, processing or marketing of the aforesaid articles and any other items or materials produced or dealt in by the corporation.

To buy, or otherwise acquire, hold, lease, sell, exchange, mortgage, pledge or otherwise dispose of any real estate or real property or personal property, rights, franchises or goodwill necessary to the foregoing; in general to carry on any related or incidental business in connection with the foregoing in all of the State, territories and dependencies of the United states and in foreign countries subject to the provisions of Part 4 of the T.M.C.L.A.

To indemnify any director or officer or former director or officer of the corporation, or any person who way have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and necessarily incurred by him in connection with the defense or any action, suit or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, but such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any by-law, agreement, vote of shareholders, or otherwise.

PAID

MAR 22 2002

EXPEDITED

SECRETARY OF STATE

Form BCA-10.30 (Rev. Jan. 1999)	ARTICLES OF AMENDMENT	File # 5610-993-5
______________________ SUBMIT IN DUPLICATE ______________________ Springfield, IL 62756 Telephone (217) 782-1832	FILED MAR 22 2002 JESSE WHITE SECRETARY OF STATE	This space for use by Secretary of State
Remit payment in check or money order, payable to “Secretary of State.”		Date	3-22-02
		Franchise Tax Filing Fee* Penalty	$ $25.00 $
The filing fee for restated articles of amendment - $100.00 http://www.sos.state.il.us
		Approved	/s/    Illegible
			(Note 1)

1.	CORPORATE NAME: Loews Rolling Meadows Cinemas,
2.	MANNER OF ADOPTION OF AMENDMENT:
	The following amendment of the Articles of Incorporation was adopted on
	March 21, 2002 in the manner indicated below. ( “X” one box only)                                    (Month & Day)
	(Year)
¨	By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected;
		(Note 2)
¨	By a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment;
		(Note 2)
¨	By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment;
		(Note 3)
¨	By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment;
		(Note 4)
¨	By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10;
		(Notes 4 & 5)
¨	By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment.
		(Note 5)
x	In accordance with Section 10.40, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation, et al., case number 01-40477, confirmed and approved March 1,2002.
3.	TEXT OF AMENDMENT:
	a.      When amendment effects a name change, insert the new corporate name below. Use Page 2 for all other amendments.
	Article 1: The name of the corporation is:_____

(NEW NAME)                

All changes other than name, include on page 2

(over)

b. (If amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety. If there is not sufficient space to do so, add one or more sheets of this size.)

Article Four, Paragraph 2 of the Articles of Incorporation is hereby amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4. The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows: (If not applicable, insert “No change”)

No change

5. (a) The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows: (If not applicable, insert “No change”)

No change

(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (If not applicable, insert “No change”)

No change

	Before Amendment	After Amendment
Paid-in Capital	$	$

(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)

6. The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.

Dated	3/21/, 2002	Loews Rolling Meadows Cinemas, Inc.
	(Month & Day) (Year)	(Exact Name of Corporation at date of execution)

Attested by	/s/    JOHN C. MCBRIDE, JR.	by	/s/    BRYAN BERNDT
	(Signature of Secretary or Assistant Secretary)		(Signature of President or Vice President)
	John C. McBride, Jr., Assistant Secretary		Bryan Berndt, Vice President
	(Type or Print Name and Title)		(Type or Print Name and Title)

7. If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title.

OR

If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below, and type or print name and title.

The undersigned affirms, under the penalties of perjury, that the facts stated herein are true.

Dated     March     , 2002

    (Month & Day)  (Year)

EX-3.2.52

Exhibit 3.2.52

Form BCA-2.10	ARTICLES OF INCORPORATION
(Rev. Jan. 1995) George H. Ryan Secretary of State Department of Business Services	This space for use by the Secretary of State FILED	SUBMIT IN DUPLICATE
	AUG 17 1998	This space for use by Secretary of State
Payment must be made by certified check, cashier’s check, Illinois attorney’s check, Illinois C.P.A.’s check or money order, payable to “Secretary of State.”	GEORGE H. RYAN SECRETARY OF STATE	Date Franchise Tax Filing Fee	8-17-98 $25.00 $75.00
			100.00
		Approved:	/s/    Illegible

PAID

AUG 17 1998

1.      CORPORATE NAME:	North Star Cinemas, Inc.
(The corporate name must contain in the word “corporation” , “company,” “incorporated,” “limited” or an abbreviation thereof.)

2.      Initial Registered Agent:	Illinois corporation Service Company
	First Name	Middle Initial	Last name
Initial Registered Office:	700 South Second Street
	Number	Street	Suite #
	Springfield	IL 62704	Sangamon
	City	Zip Code	County

3. Purpose or purposes for which the corporation is organized:

(If not sufficient space to cover this point, add one or more sheets of this size.)

See Attached Rider

4. Paragraph 1: Authorized Shares, Issued Shares and Consideration Received:

Class	Par Value per Share		Number of Shares Authorized	Number of Shares Proposed to be Issued	Consideration to be Received Therefor
A			500	500
	$	1.00			$	500.00
				TOTAL =	$	500.00

Paragraph 2: The preference, qualifications, limitations, restrictions and special or relative rights in respect of the shares of each class are:

(If not sufficient space to cover this point, add one or more sheets of this size.)

EXPEDITED

AUG 17 1998

SECRETARY OF STATE

(over)

5.      OPTIONAL:	(a)    Number of directors constituting the initial board of directors of the corporation: 1
	(b)    Names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualify:

Name	Residential Address	City, State, ZIP
Travis Reid, 6 Patriots Lane, Upper Saddle River, NJ 07458

6.      OPTIONAL:	(a)    It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be:	$	_____________________
	(b)    It is estimated that the value of the property to be located within the State of Illinois during the following year will be:	$	_____________________
	(c)    It is estimated that the gross amount of business that will be transacted by the corporation during the following year will be:	$	_____________________
	(d)    It is estimated that the gross amount of business that will be transacted from places of business in the State of Illinois during the following year will be:	$	_____________________

7.      OPTIONAL :	OTHER PROVISIONS
	Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g. authorizing preemptive rights, denying cumulative voting, regulating internal affairs, voting majority requirements, fixing a duration other than perpetual, etc.

8. NAME(S) & ADDRESS(ES) OF INCORPORATOR(S)

The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true.

Dated August 11, 1998.

Signature and Name			Address
1.	/s/    JUDI ANN OLSEN	1.	464  Hill Street
	Signature		Street
	Judi Ann Olsen		Maywood, New Jersey 07607
	(Type or Print Name)		City/Town             State             Zip Code
2.		2.
	Signature		Street
	(Type or Print Name)		City/Town             State             Zip Code
3.		3.
	Signature		Street
	(Type or Print Name)		City/Town             State             Zip Code

Signature must be in BLACK INK on original document. Carbon copy, photocopy or rubber stamp signatures may only be used on conformed copies.)

NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the execution shall be by its president or vice president and verified by him, and attested by its secretary or assistant secretary.

FEE SCHEDULE

• The initial franchise tax is assessed at the rate of 15/100 of 1 percent ($1.50 per $1,000) on the paid-in capital represented in this state, with a minimum of $25.

• The filing fee is $75.

• The minimum total due (franchise tax + filing fee) is $100.

(Applies when the Consideration to be Received as set forth in item 4 does not exceed $16,667)

• The Department of Business Services in Springfield will provide assistance in calculating the total fee if necessary.

Illinois Secretary of State

Department of Business Services

Section 3

To own, acquire, purchase, erect, equip, lease, operate, manage and conduct motion picture theatres, drive-in theatres, opera houses, public halls and theatres and places of amusement of every kind and description; to produce, manufacture, purchase, sell, lease, hire, exhibit and exploit performances and attractions of various kinds and natures, including moving pictures, vaudeville, dramatic, operatic, musical and dance performances, and intellectual and instructive entertainment; to manufacture, produce, purchase, own, sell, lease, hire, license, distribute, and otherwise dispose and to deal in and with moving picture machines, cameras, machinery, devices, appliances, and articles of all kinds used in photographic and motion picture arts, and plates, slides and films therefor, and materials, supplies, appliances, apparatus, machinery and other articles necessary and convenient for use in connection therewith; to acquire, own and dispose of costumes, scenery, properties, libraries, and other material and property for use in connection with the giving of operatic, dramatic, and motion picture entertainments, and performances of all kinds, to employ and act as agent and manager for singers, musicians, actors, performers of all kinds; to acquire, own and dispose of (including licensing thereof), plays, scenarios, photo-plays, news, songs, magazines, motion pictures and pictures of all kinds, dramatic and musical, and motion picture productions of every kind; to acquire, own maintain, operate dispose of and deal with and in studios and other plants and equipment for or in connection with the production of motion pictures and productions of all kinds; to deal in amusement enterprises of every kind and description and generally to carry on the business of motion pictures and theatrical proprietors, managers, producers and caterers for and to public entertainment and amusements, as well as to do all things necessary and incident thereto.

To manufacture, buy, sell and generally deal in popcorn, candy, beverages, sandwiches, and food of all kinds and description, and goods, wares, merchandise, electronic amusement devices, pinball machines and personal property of every kind.

To purchase, lease or otherwise acquire, hold, improve, sell, lease, mortgage and generally deal in lands, buildings and interests herein.

To own, erect, buy, lease, acquire, hold use or dispose of any and all stores, factories, machinery equipment and supplies of every nature and description necessary, useful or convenient

in the manufacturing, producing, processing or marketing of the aforesaid articles and any other items or materials produced or dealt in by the corporation.

To buy, or otherwise acquire, hold, lease, sell, exchange, mortgage, pledge or otherwise dispose of any real estate or real property or personal property, rights, franchises or goodwill necessary to the foregoing; in general to carry on any related or incidental business in connection with the foregoing in all of the State, territories and dependencies of the United States and in foreign countries subject to the provisions of Part 4 of the T.M.C.L.A.

To indemnify any director or officers or former director or officer of the corporation, or any person who may have served at its request as a director or officer of any other corporation in which it is a creditors, against expenses actually and necessity incurred by him in connection with the defenses or any action, suit or proceeding in which he is made an officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, but such indemnification shall not be deemed exclusive of any other rights to which such director or, officer may be entitled, under any by-law, agreement, vote of shareholders, or otherwise.

2

PAID

MAR 22 2002

EXPEDITED

SECRETARY OF STATE

Form BCA-10.30 (Rev. Jan. 1999)	ARTICLES OF AMENDMENT	File # 6008-575-7
SUBMIT IN DUPLICATE Springfield, IL 62756 Telephone (217) 782-1832	FILED MAR 22, 2002 JESSE WHITE SECRETARY OF STATE	This space for use by Secretary of State Date                    3-22-02 Franchise Tax     $             Filing Fee*          $25.00 Penalty                $         Approved:                 /s/    Illegible
Remit payment in check or money order, payable to “Secretary of State.”
The filing fee for restated articles of amendment - $100.00 http://www.sos.state.il.us

1.      CORPORATE NAME: North Star Cinemas, Inc..
	CP0167971

2. MANNER OF ADOPTION OF AMENDMENT:

The following amendment of the Articles of Incorporation was adopted on

March 21, 2002 in the manner indicated below. (“X” one box only)	(Month & Day)
(Year)

¨ By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected;

(Note 2)

¨ By a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment;

(Note 2)

¨ By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment;

(Note 3)

¨ By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment;

(Note 4)

¨ By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10;

(Notes 4 & 5)        

¨ By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment.

(Note 5)

x In accordance with Section 10.40, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation, et al., case number 01-40471, confirmed and approved March 1, 2002.

3. TEXT OF AMENDMENT:

a. When amendment effects a name change, insert the new corporate name below. Use Page 2 for all other amendments.

Article I: The name of the corporation is:                     

(NEW NAME)

All changes other than name, include on page 2

(over)

b. (If amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety. If there is not sufficient space to do so, add one or more sheets of this size.)

Article Four, Section Two of the Articles of Incorporation is hereby amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4. The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows: (If not applicable, insert “No change”)

No change

5. (a) The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows: (If not applicable, insert “No change”)

No change

(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (If not applicable, insert “No change”)

No change

	Before Amendment	After Amendment
Paid-in Capital	$	$

(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)

6. The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.

Dated    March 21, 2002	North Star Cinemas, Inc.
(Month & Day)  (Year)	(Exact Name of Corporation at date of execution)

Attested by	/s/    Illegible	by	/s/    Illegible
	(Signature of Secretary or Assistant Secretary)		(Signature of President or Vice President)
	John C. McBride, Jr., Assistant Secretary		Bryan Berndt, Vice President
	(Type or Print Name and Title)		(Type or Print Name and Title)

7. If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title.

OR

EX-3.2.53

Exhibit 3.2.53

Form BCA-2.10	ARTICLES OF INCORPORATION
(Rev. Jan. 1995)	This space for use by the Secretary of State	SUBMIT IN DUPLICATE
George H. Ryan Secretary of State Department of Business Services	FILED	This space for use by Secretary of State
	AUG 14 1998	Date	8-14-98
Payment must be made by certified check, cashier’s check, Illinois attorney’s check, Illinois C.P.A.’s check or money order, payable to “Secretary of State”	GEORGE H. RYAN SECRETARY OF STATE	Franchise Tax Filing Fee	$25.00 $75.00
			100.00

Approved: /s/    Illegible        

1.	CORPORATE NAME: Rosemont Cinemas, Inc.
	(The corporate name must contain the word “corporation”, “company,” “incorporated,” “limited” or an abbreviation thereof.)

2.	Initial Registered Agent:	Illinois Corporation	Service Company
		First Name	Middle Name	Last name
	Initial Registered Office:	700 South Second Street
		Number	Street	Suite #
		Springfield	IL 62704	Sangamon
		City	Zip Code	County
3.	Purpose or purposes for which the corporation is organized: (If not sufficient space to cover this point, add one or more sheets of this size.) See Attached Rider
				EXPEDITED AUG 14 1998 SECRETARY OF STATE
4.	Paragraph 1: Authorized Shares, Issued Shares and Consideration Received:

Class	Par Value per Share		Number of Shares Authorized	Number of Shares Proposed to be Issued	Consideration to be Received Therefor
A			500	500	$	500.00
	$	1.00			$
				TOTAL =	$	500.00

Paragraph 2: The preferences, qualifications, limitations, restrictions and special or relative rights in respect of the shares of each
class are:

(If not sufficient space to cover this point, add one or more sheets of this size.)

n/a

(OVER)

5.	OPTIONAL:	(a)	Number of directors constituting the initial board of directors of the corporation: 1
		(b)	Names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualify:
			Name	Residential Address	City, State, ZIP
			Travis Reid,	6 Patriots Lane, Upper Saddle River,	NJ 07458
6.	OPTIONAL:	(a)	It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be:		$
		(b)	It is estimated that the value of the property to be located within the State of Illinois during the following year will be:		$
		(c)	It is estimated that the gross amount of business that will be transacted by the corporation during the following year will be:		$
		(d)	It is estimated that the gross amount of business that will be transacted from places of business in the State of Illinois during the following year will be:		$
7.	OPTIONAL:		OTHER PROVISIONS
			Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g., authorizing preemptive rights, denying cumulative voting, regulating internal affairs, voting majority requirements, fixing a duration other than perpetual, etc.
8.	NAME(S) & ADDRESS(ES) OF INCORPORATOR(S)

The undersigned Incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true.

Dated August 11, 1998

Signature and Name		Address
1.	/s/    JUDI ANN OLSEN	1.	464 Hill Street
	Signature		Street
	Judi Ann Olsen		Maywood, New Jersey 07607
	(Type or Print Name)		City/Town                State                Zip Code
2.		2.
	Signature		Street
	(Type or Print Name)		City/Town                State                Zip Code
3.		3.
	Signature		Street
	(Type or Print Name)		City/Town                State                Zip Code

(Signature, must be in BLACK INK on original document. Carbon copy, photocopy or rubber stamp signatures may only be used on conformed copies.)

NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the execution shall be by its president or vice president and verified by him, and attested by its secretary or assistant secretary.

FEE SCHEDULE

• The initial franchise tax is assessed at the rate of 15/100 of 1 percent ($1.50 per $1,000) on the paid-in capital represented in this state, with a minimum of $25.

• The filing fee is $75.

• The minimum total due (franchise tax + filing fee) is $100.

(Applies when the Consideration to be Received as set forth in Item 4 does not exceed $16,667)

• The Department of Business Services in Springfield will provide assistance in calculating the total fees if necessary.

Illinois Secretary of State

Department of Business Services

Section 3

To own, acquire, purchase, erect, equip, lease, operate, manage and conduct motion picture theatres, drive-in theatres, opera houses, public halls and theatres and places of amusement of every kind and description; to produce, manufacture, purchase, sell, lease, hire, exhibit and exploit performances and attractions of various kinds and natures, including moving pictures, vaudeville, dramatic, operatic, musical and dance performances, and intellectual and instructive entertainment; to manufacture, produce, purchase, own, sell, lease, hire, license, distribute, and otherwise dispose and to deal in and with moving picture machines, cameras, machinery, devices, appliances, and articles of all kinds used in photographic and motion picture arts, and plates, slides and films therefor, and materials, supplies, appliances, apparatus, machinery and other articles necessary and convenient for use in connection therewith; to acquire, own and dispose of costumes, scenery, properties, libraries, and other material and property for use in connection with the giving of operatic, dramatic, and motion picture entertainments, and performances of all kinds, to employ and act as agent and manager for singers, musicians, actors, performers of all kinds; to acquire, own and dispose of (including licensing thereof), plays, scenarios, photo-plays, news, songs, magazines, motion pictures and pictures of all kinds, dramatic and musical, and motion picture productions of every kind; to acquire, own maintain, operate dispose of and deal with and in studios and other plants and equipment for or in connection with the production of motion pictures and productions of all kinds; to deal in amusement enterprises of every kind and description and generally to carry on the business of motion pictures and theatrical proprietors, managers, producers and caterers for and to public entertainment and amusements, as well as to do all things necessary and incident thereto.

To manufacture, buy, sell and generally deal in popcorn, candy, beverages, sandwiches, and food of all kinds and description, and goods, wares, merchandise, electronic amusement devices, pinball machines and personal property of every kind.

To purchase, lease or otherwise acquire, hold, improve, sell, lease, mortgage and generally deal in lands, buildings and interests herein.

To own, erect, buy, lease, acquire, hold use or dispose of any and all stores, factories, machinery equipment and supplies of every nature and description necessary, useful or convenient

in the manufacturing, producing, processing or marketing of the aforesaid articles and any other items or materials produced or dealt in by the corporation.

To buy, or otherwise acquire, hold, lease, sell, exchange, mortgage, pledge or otherwise dispose of any real estate or real property or personal property, rights, franchises or goodwill necessary to the foregoing; in general to carry on any related or incidental business in connection with the foregoing in all of the State, territories and dependencies of the United States and in foreign countries subject to the provisions of Part 4 of the T.M.C.L.A.

To indemnify any director or officers or former director or officer of the corporation, or any person who may have served at its request as a director or officer of any other corporation in which it is a creditors, against expenses actually and necessity incurred by him in connection with the defenses or any action, suit or proceeding in which he is made an officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, but such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any by-law, agreement, vote of shareholders, or otherwise.

2

PAID

MAR 22. 2002

EXPEDITED

SECRETARY OF STATE

Form BCA-10.30	ARTICLES OF AMENDMENT	File # 6008-564-1
(Rev. Jan. 1999)
_______________________ SUBMIT IN DUPLICATE _______________________ Springfield, IL 62756 Telephone (217) 782-1832 Remit payment in check or money order, payable to “Secretary of State.”	FILED MAR 22 2002 JESSEE WHITE SECRETARY OF STATE	This space for use by Secretary of State
		Date 3-22-02
The filing fee for restated articles of amendment - $100.00 http://www.sos.state.il.us		Franchise Tax	$
		Filing Fee*	$ 25.00
		Penalty	$
		Approved:	/s/    Illegible

1.	CORPORATE NAME: Rosemont Cinemas, Inc.
		CP0167975
2.	MANNER OF ADOPTION OF AMENDMENT:
	The following amendment of the Articles of Incorporation was adopted on March 21, 2002 in the manner indicated below. ( “X” one box only)                                     (Month & Day)
	(Year)
¨	By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected;
			(Note 2)
¨	By a majority of the board of directors, in accordance with Section 10. 10, the corporation having issued no shares as of the time of adoption of this amendment;
			(Note 2)
¨	By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment;
			(Note 3)
¨	By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment;
			(Note 4)
¨	By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10;
			(Notes 4 & 5)
¨	By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment.
			(Note 5)
x	In accordance with Section 10.40, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation, et al., case number 01-40380, confirmed and approved March 1, 2002.
3.	TEXT OF AMENDMENT:

a. When amendment effects a name change, insert the new corporate name below. Use Page 2 for all other amendments.

Article I: The name of the corporation is:        

(NEW NAME)

All changes other than name, include on page 2

(over)

b. (If amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety. If there is not sufficient space to do so, add one or more sheets of this size.)

Article Four, Paragraph 2 of the Articles of Incorporation is hereby amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4. The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows: (If not applicable, insert “No change”)

No change

5. (a) The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows: (If not applicable, insert “No change”)

No change

(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (If not applicable, insert “No change”)

No change

	Before Amendment		After Amendment
Paid-in Capital	$	_________	$	_________

(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)

6. The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.

Dated    March 21, 2002	Rosemont Cinemas, Inc.
(Month & Day)  (Year)	(Exact Name of Corporation at date of execution)

Attested by	/s/    JOHN C. MCBRIDE, JR.	by	/s/    BRYAN BERNDT
	(Signature of Secretary or Assistant Secretary)		(Signature of President or Vice President)
	John C. McBride, Jr., Assistant Secretary		Bryan Berndt, Vice President
	(Type or Print Name and Title)		(Type or Print Name and Title)

7. If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title.

OR

If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below, and type or print name and title.

EX-3.2.54

Exhibit 3.2.54

Form BCA-2.10	ARTICLES OF INCORPORATION
(Rev. Jan. 1999)	This space for use by Secretary of State	SUBMIT IN DUPLICATE!
Jesse White Secretary of State Department of Business Services Springfield, IL 62756 http://www.sos.state.il.us	FILED NOV 17 1999 JESSE WHITE SECRETARY OF STATE	This space for use by Secretary of State Date 11-17-99
Payment must be made by certified check, cashier’s check, Illinois attorney’s check, Illinois C.P.A’s check or money order, payable to “Secretary of State.”		Franchise Tax	$25.00
		Filing Fee	$75.00
			100.00
		Approved:   /s/    Illegible

1.	CORPORATE NAME:	SKOKIE CINEMAS, INC.
	(The corporate name must contain the word “corporation”, “company,” “incorporated,” “limited” or an abbreviation thereof.)

2.	Initial Registered Agent:	ILLINOIS CORPORATION SERVICE COMPANY
		First Name	Middle Initial	Last Name
	Initial Registered Office:	700 SOUTH SECOND STREET
		Number	Street	Suite #
		SPRINGFIELD                IL	SANGAMON	62704
		City	County	Zip Code

3.	Purpose or purposes for which the corporation is organized:
	(if not sufficient space to cover this point, add one or more sheets of this size.)
	MOTION PICTURE EXHIBITION AND TO TRANSACT ANY OR ALL LAWFUL BUSINESSES FOR WHICH CORPORATIONS MAY BE ORGANIZED UNDER THE ILLINOIS BUSINESS CORPORATION ACT OF 1983.

4. Paragraph 1: Authorized Shares, Issued Shares and Consideration Received:

Class	Par Value Per Share		Number of Shares Authorized	Number of Shares Proposed to be Issued	Consideration to be Received Therefor
COMMON	$	1.00	500	500	$	500.00
				TOTAL =	$	500.00

Paragraph 2: The preferences, qualifications, limitations, restrictions and special or relative rights in respect of the shares of each class are:

(If not sufficient space to cover this point, add one or more sheets of this size)

6076-878-1		EXPEDITED
		NOV 17 1999
		SECRETARY OF STATE
	(over)

5.	OPTIONAL:	(a)    Number of directors constituting the initial board of directors of the corporation: 3.
		(b)    Names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualify:

Name	Residential	Address	City, State, ZIP
LAWRENCE J. RUIST, 121 WHIPPOORWILL ROAD, ARMONK, NY 10504
TRAVIS REID, SIX PATRIOTS LANE, UPPER SADDLE RIVER, NJ 07458
JOHN C. MCBRIDE, 51 HOLLOW TREE ROAD, BRIARCLIFFE MANOR, NY 10510

6.	OPTIONAL:	(a)    It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be:	$	________________
		(b)    It is estimated that the value of the property to be located within the State of Illinois during the following year will be:	$	________________
		(c)    It is estimated that the gross amount of business that will be transacted by the corporation during the following year will be:	$	________________
		(d)    It is estimated that the gross amount of business that will be transacted from places of business in the State of Illinois during the following year will be:	$	________________

7.	OPTIONAL:	OTHER PROVISIONS
		Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g., authorizing preemptive rights, denying cumulative voting, regulating internal affairs, voting majority requirements, fixing a duration other than perpetual, etc.

8. NAME(S) & ADDRESS(ES) OF INCORPORATOR(S)

The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true.

Dated    November 17, 1999

    (Month and Day)  Year

Signature and Name		Address
1.	ILLINOIS CORPORATION SERVICE COMPANY	1.	700 SOUTH SECOND STREET
	Signature A DELAWARE CORPORATION		Street
			SPRINGFIELD	IL	62704
	(Type or Print Name)		City/Town	State	ZIP Code

2.	/s/    DONALD CONKLIN	2.	SAME
	Signature DONALD CONKLIN, ASST. V.P.		Street
	(Type or Print Name)		City/Town	State	ZIP Code

3.	/s/    SHERYL A. GIBBS	3.	SAME
	Signature SHERYL A. GIBBS, ASST. SEC.		Street
	(Type or Print Name)		City/Town	State	ZIP Code

(Signatures must be in BLACK INK on original document. Carbon copy, photocopy or rubber stamp signatures may only be used on conformed copies.)

NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the execution shall be by its president or vice president and verified by him, and attested by its secretary or assistant secretary.

FEE SCHEDULE

• The initial franchise tax is assessed at the rate of 15/100 of 1 percent ($1.50 per $1,000) on the paid-in capital represented in this state, with a minimum of $25.

• The filing fee is $75.

• The minimum total due (franchise tax + filing fee) is $100.

         (Applies when the Consideration to be Received as set forth in Item 4 does not exceed $16,667)

• The Department of Business Services in Springfield will provide assistance in calculating the total fees if necessary.

Illinois Secretary of State	Springfield, IL 62756
Department of Business Services	Telephone (217) 782-9522 or 782-9523
		C-162.20

PAID

MAR 22 2002

EXPEDITED

SECRETARY OF STATE

Form BCA-10.30	ARTICLES OF AMENDMENT	File # 6076-878-1
(Rev. Jan. 1999)		SUBMIT IN DUPLICATE
Jesse White Secretary of State Department of Business Services Springfield. IL 62756 Telephone (217) 782-1832	FILED MAR 22 2002	This space for use by Secretary of State
Remit payment in check or money order, payable to “Secretary of State.”	JESSEE WHITE SECRETARY OF STATE	Date Franchise Tax	$	3-22-02
		Filing Fee*	$	25.00
The filing fee for restated articles of amendment - $100.00		Penalty	$
http://www.sos.state.il.us		Approved:		/s/    Illegible

1.	CORPORATE NAME: Skokie Cinemas, Inc.
		CP0168014	(Note 1)
2.	MANNER OF ADOPTION OF AMENDMENT:
	The following amendment of the Articles of Incorporation was adopted on March 21, 2002 in the manner indicated below. ( “X” one box only)                                      (Month & Day)
	(Year)
¨	By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected;
			(Note 2)
¨	By a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment;
			(Note 2)
¨	By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment;
			(Note 3)
¨	By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment;
			(Note 4)
¨	By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10;
			(Notes 4 & 5)
¨	By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment.
			(Note 5)
x	In accordance with Section 10.40, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation, et al., case number 01-40383, confirmed and approved March 1, 2002.
3.	TEXT OF AMENDMENT:

a. When amendment effects a name change, insert the new corporate name below. Use Page 2 for all other amendments.

Article I: The name of the corporation is:        

(NEW NAME)

All changes other than name, include on page 2

(over)

b. (If amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety. If there is not sufficient space to do so, add one or more sheets of this size.)

Article Four, Section Two of the Articles of Incorporation is hereby amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4. The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows: (If not applicable, insert “No change”)

No change

5. (a) The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows: (If not applicable, insert “No change”)

No change

(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (If not applicable, insert “No change”)

No change

	Before Amendment	After Amendment
Paid-in Capital	$	$

(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)

6. The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.

Dated	3/21/	, 2002	Skokie Cinemas, Inc.
	(Month & Day)	(Year)	(Exact Name of Corporation at date of execution)

Attested by	/s/    JOHN C. MCBRIDE, JR.	by	/s/    BRYAN BERNDT
	(Signature of Secretary or Assistant Secretary)		(Signature of President or Vice President)
	John C. McBride, Jr., Assistant Secretary		Bryan Berndt, Vice President
	(Type or Print Name and Title)		(Type or Print Name and Title)

7. If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title.

OR

If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below, and type or print name and title.

The undersigned affirms, under the penalties of perjury, that the facts stated herein are true.

Dated	March     , 2002
	(Month & Day) (Year)

_______________________________________________________________________________________

_______________________________________________________________________________________

EX-3.2.55

Exhibit 3.2.55

Form BCA-2.10	ARTICLES OF INCORPORATION
(Rev. Jan. 1999)	This space for use by Secretary of State	SUBMIT IN DUPLICATE!
Jesse White Secretary of State Department of Business Services Springfield, IL 62756 http://www.sos.state.il.us	FILED MAY 14 1999 JESSE WHITE SECRETARY OF STATE PAID MAY 14 1999	This space for use by Secretary of State
Payment must be made by certified check, cashier’s check, Illinois attorney’s check, Illinois C.P.A.’s check or money order, payable to “Secretary of State.”		Date Franchise Tax	$	5-14-99 25.00
		Filing Fee	$	75.00
			$	100.00
		Approved:		/s/     Illegible

1.      CORPORATE NAME:	SOUTH HOLLAND CINEMAS, INC.
(The corporate name must contain the word “corporation”, “company”, “incorporated”, “limited” or an abbreviation thereof.)
2.      Initial Registered Agent:	Illinois Corporation Service Company
	First Name	Middle Initial	Last name
Initial Registered Office:	700 South Second Street
	Number	Street	Suite #
	Springfield IL	Sangamon	62704
	City	County	Zip Code
3.      Purpose or purposes for which the corporation is organized:
(If not sufficient space to cover this point, add one or more sheets of this size.)
Motion Picture Exhibition (See Attached)
4.      Paragraph 1 : Authorized Shares, Issued Shares and Consideration Received:

Class	Par Value per Share		Number of Shares Authorized	Number of Shares Proposed to be Issued	Consideration to be Received Therefor
A	$	1.00	500	500	$	500.00
				TOTAL =	$	500.00

Paragraph 2: The preferences, qualifications, limitations, restrictions and special or relative rights in respect of the shares of each class are:

(If not sufficient space to cover this point, add one or more sheets of this size.)

(over) EXPEDITED MAY 14 1999 SECRETARY OF STATE

Section 3

To own, acquire, purchase, erect, equip, lease, operate, manage and conduct motion picture theatres, drive-in theatres, opera houses, public halls and theatres and places of amusement of every kind and description; to produce, manufacture, purchase, sell, lease, hire, exhibit and exploit performances and attractions of various kinds and natures, including moving pictures, vaudeville, dramatic, operatic, musical and dance performances, and intellectual and instructive entertainment; to manufacture, produce, purchase, own, sell, lease, hire, license, distribute, and otherwise dispose and to deal in and with moving picture machines, cameras, machinery, devices, appliances, and articles of all kinds used in photographic and motion picture arts, and plates, slides and films therefor, and materials, supplies, appliances, apparatus, machinery and other articles necessary and convenient for use in connection therewith; to acquire, own and dispose of costumes, scenery, properties, libraries, and other material and property for use in connection with the giving of operatic, dramatic, and motion picture entertainments, and performances of all kinds, to employ and act as agent and manager for singers, musicians,’ actors, performers of all kinds; to acquire, own and dispose of (including licensing thereof), plays, scenarios, photo-plays, news, songs, magazines, motion pictures and pictures of all kinds, dramatic and musical, and motion picture productions of every kind; to acquire, own maintain, operate dispose of and deal with and in studios and other plants and equipment for or in connection with the production of motion pictures and productions of all kinds; to deal in amusement enterprises of every kind and description and generally to carry on the business of motion pictures and theatrical proprietors, managers, producers and caterers for and to public entertainment and amusements, as well as to do all things necessary and incident thereto.

To manufacture, buy, sell and generally deal in popcorn, candy, beverages, sandwiches, and food of all kinds and description, and goods, wares, merchandise, electronic amusement devices, pinball machines and personal property of every kind.

To purchase, lease or otherwise acquire, hold, improve, sell, lease, mortgage and generally deal in lands, buildings and interests herein.

To own, erect, buy, lease, acquire, hold use or dispose of any and all stores, factories, machinery equipment and supplies of every nature and description necessary, useful or convenient

in the manufacturing, producing, processing or marketing of the aforesaid articles and any other items or materials produced or dealt in by the corporation.

To buy, or otherwise acquire, hold, lease, sell, exchange, mortgage, pledge or otherwise dispose of any real estate or real property or personal property, rights, franchises or goodwill necessary to the foregoing; in general to carry on any related or incidental business in connection with the foregoing in all of the State, territories and dependencies of the United States and in foreign countries subject to the provisions of Part 4 of the T.M.C.L.A.

To indemnify any director or officers or former director or officer of the corporation, or any person who may have served at its request as a director or officer of any other corporation in which it is a creditors, against expenses actually and necessity incurred by him in connection with the defenses or any action, suit or proceeding in which he is made an officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, but such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any by-law, agreement, vote of shareholders, or otherwise.

2

5. OPTIONAL:	(a)    Number of directors constituting the initial board of directors of the corporation:                          .
	(b)    Names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualify.
	Name	Residential Address	City, State, Zip
	Travis Reid	6 Patriots Lane, Upper Saddle River, NJ	07458

6. OPTIONAL:	(a)    It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be:	$
	(b)    It is estimated that the value of the property to be located within the State of Illinois during the following year will be:	$
	(c)    It is estimated that the gross amount of business that will be transacted by the corporation during the following year will be:	$
	(d)    It is estimated that the gross amount of business that will be transacted from places of business in the State of Illinois during the following year will be:	$
7. OPTIONAL:	OTHER PROVISIONS Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g. authorizing preemptive rights, denying cumulative voting, regulating internal affairs, voting majority requirements, fixing a duration other than perpetual, etc.

8. NAME(S) & ADDRESS(ES) OF INCORPORATOR(S)

The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true.

Dated	5/12/99
	(Month & Day), Year

	Signature and Name	Address
1.	/s/    JUDI OLSEN	1.	141 E. Fairmount Avenue
	Signature		Street
	Judi Olsen		Maywood, NJ 07607
	(Type or Print Name)		City/Town                                         State                                ZIP Code
2.		2.
	Signature		Street
	(Type or Print Name)		City/Town                                         State                                ZIP Code
3.		3.
	Signature		Street
	(Type or Print Name)		City/Town                                         State                                ZIP Code

(Signature must be in BLACK INK or original document. Carbon copy, photocopy or rubber stamp signatures may only be used on conformed copies.)

Note: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the execution shall be by its president or vice president and verified by him, and attested by its secretary or assistant secretary.

FEE SCHEDULE

• The initial franchise tax is assessed at the rate of 15/100 of 1 percent ($1.50 per $1,000) on the paid-in capital represented in this state, with a minimum of $25.

• The filing fee is $75.

• The minimum total due (franchise tax + filing fee) is $100.

(Applies when the Consideration to be Received as set forth in Item 4 does not exceed $16,667)

• The Department of Business Services in Springfield will provide assistance in calculating the total fees if necessary.

Illinois Secretary of State	Springfield, IL 62756
Department of Business Services	Telephone (217) 782-9522 or 782-9523

PAID

MAR 22 2002

EXPEDITED

SECRETARY OF STATE

Form BCA-10.30	ARTICLES OF AMENDMENT	File # 6048-861-4
(Rev. Jan. 1999) SUBMIT IN DUPLICATE
Springfield, IL 62756 Telephone (217) 782-1832	FILED	This space for use by Secretary of State
Remit payment in check or money order, payable to “Secretary of State.”	MAR 22 2002	Date Franchise Tax	3-22-02 $
	JESSE WHITE	Filing Fee*	$25.00
The filing fee for restated articles of amendment - $100.00	SECRETARY OF STATE	Penalty	$
http://www.sos.state.il.us		Approved:	/s/    Illegible
		CP0167979

1.	CORPORATE NAME: South Holland Cinemas, Inc.
		Note 1)
2.	MANNER OF ADOPTION OF AMENDMENT:
	The following amendment of the Articles of Incorporation was adopted on March 21, 2002 in the manner indicated below. ( “X” one box only)	(Month & Day)
	(Year)
¨	By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected;
		(Note 2)
¨	By a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment;
		(Note 2)
¨	By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment;
		(Note 3)
¨	By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment;
		(Note 4)
¨	By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10;
		(Notes 4 & 5)
¨	By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment.
		(Note 5)
x	In accordance with Section 10.40, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation, et al., case number 01-40385, confirmed and approved March 1, 2002.
3.	TEXT OF AMENDMENT:

a. “When amendment effects a name change, insert the new corporate name below. Use Page 2 for all other amendments.

Article I: The name of the corporation is:        

(NEW NAME)

All changes other than name, include on page 2

(over)

b. (If amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety. If there is not sufficient space to do so, add one or more sheets of this size.)

Article Four, Paragraph 2 of the Articles of Incorporation is hereby amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4. The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows: (If not applicable, insert “No change”)

No change

5. (a) The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the, terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows: (If not applicable, insert “No change”)

No change

(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (If not applicable, insert “No change”)

No change

	Before Amendment	After Amendment
Paid-in Capital	$	$

(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)

6. The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.

Dated March 21, 2002			South Holland Cinemas, Inc.
(Month & Day) (Year)			(Exact Name of Corporation at date of execution)
Attested by	/s/    JOHN C. MCBRIDE	by	/s/    BRYAN BERNDT
	(Signature of Secretary or Assistant Secretary)		(Signature of President or Vice President)
	John C. McBride, Jr., Assistant Secretary		Bryan Berndt, Vice President
	(Type or Print Name and Title)		(Type or Print Name and Title)

7. If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title.

OR

If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below, and type or print name and title.

EX-3.2.56

Exhibit 3.2.56

Form BCA-2.10	ARTICLES OF INCORPORATION
(Rev. Jan. 1995)	This space for use by Secretary of State	SUBMIT IN DUPLICATE!
George H. Ryan Secretary of State Department of Business Services Springfield, IL 62756	FILED APR 18 1996 GEORGE H. RYAN SECRETARY OF STATE	This space for use by Secretary of State Date 4-15-96
Payment must be made by certified check, cashier’s check, Illinois attorney’s check, Illinois C.P.A’s check or money order, payable to “Secretary of State.”		Franchise Tax	$2500
		Filing Fee	$7500
		Approved	100

1.	CORPORATE NAME:	WEBSTER CHICAGO CINEMAS, INC.	/s/    Illegible
	(The corporate name must contain the word “corporation”, “company,” “incorporated,” “limited” or an abbreviation thereof.)

2.	Initial Registered Agent:	Prentice-Hall Legal Financial Services
		First Name	Middle Initial	Last Name
	Initial Registered Office:	33 North LaSalle Street
		Number	Street	Suite #
		Chicago                    IL	60602	Cook
		City	Zip Code	County

3.	Purpose or purposes for which the corporation is organized:
	(if not sufficient space to cover this point, add one or more sheets of this size.)
		Motion Picture Exhibition and any other purposes permitted by law.

4. Paragraph 1: Authorized Shares, Issued Shares and Consideration Received:

Class	Par Value Per Share		Number of Shares Authorized	Number of Shares Proposed to be Issued	Consideration to be Received Therefor
COMMON	$	1.00	500	500	$	500.00
				TOTAL =	$

Paragraph 2: The preferences, qualifications, limitations, restrictions and special or relative rights in respect of the shares of each class are:

(If not sufficient space to cover this point, add one or more sheets of this size)

5882-896-3		EXPEDITED
		APR 18 1996
		SECRETARY OF STATE
	(over)

5.	OPTIONAL:	(a)    Number of directors constituting the initial board of directors of the corporation: 3
		(b)    Names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualify:

Name	Residential Address	City State, ZIP
Barrie Lawson Loeks	4 Baron Pl..	Ryc, NY 10580
Jim Loeks	4 Baron Pl.	Ryc, NY 10580
Seymour H. Smith	140-10 84th Dr.	Jamaica, NY 11435

6.	OPTIONAL:	(a)     It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be :	$
		(b)     It is estimated that the value of the property to be located within the State of Illinois during the following year will be:	$
		(c)     It is estimated that the gross amount of business that will be transacted by the corporation during the following year will be:	$
		(d)     It is estimated that the gross amount of business that will be transacted from places of business in the State of Illinois during the following year will be:	$
7.	OPTIONAL :	OTHER PROVISIONS
		Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g., authorizing preemptive rights, denying cumulative voting, regulating internal affairs, voting majority requirements, fixing a duration other than perpetual, etc.
8.		NAME(S)& ADDRESS(ES) OF INCORPORATOR(S)

The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true.

Dated	April 15, 1996.
	Signature and Name		Address
1.	/s/    JUDI A. OLSEN	1.	96 Beach Street
	Signature		Street
	Judi A. Olsen		Maywood                     NJ                             07607
	(Type or print Name)		City/Town                         State                        Zip Code
2.		2.
	Signature		Street
	(Type or Print Name)		City/Town                         State                        Zip Code
3.		3.
	Signature		Street
	(Type or Print Name)		City/Town                         State                        Zip Code
(Signature must be in BLACK INK on original document. Carbon copy, photocopy or rubber stamp signature may only be used on conformed copies.)
NOTE: If a corporation acts as an Incorporator, the name of the corporation and the state of incorporation shall be shown and the execution shall be by its president or vice president and verified by him, and attested by its secretary or assistant secretary.

FEE SCHEDULE

• The initial franchise tax is assessed at the rate of 15/100 of 1 percent ($1.50 per $1,000) on the paid-in capital represented in this state, with a minimum of $25.

• The filling fee is $75.

• The minimum total due (franchise tax + filing fee) is $100.

(Applies when the Consideration to be Recieved as set forth in item 4 does not exceed $16,667)

• The Department of Business Services in Springfield will provide assistance in calculating the total fees if necessary.

Illinois Secretary of State	Springfield, IL 62756
Department of Business Services	Telephone (217) 782-9522 or 782-9523
C-162.18

PAID

MAR 22 2002

EXPEDITED

SECRETARY OF STATE

Form BCA-10.30	ARTICLES OF AMENDMENT
(Rev. Jan. 1999)		File # 5882-896-3
Jesse White Secretary of State Department of Business Services Springfield, IL 62756 Telephone (217) 782-1832	FILED	SUBMIT IN DUPLICATE This space for use by Secretary of State
		Date 3-22-02
Remit payment in check or money order, payable to “Secretary of State.”	MAR 22 2002	Franchise Tax	$
The filing fee for restated articles of	JESSE WHITE	Filing Fee*	$	25.00
amendment - $100.00	SECRETARY OF STATE	Penalty	$
http://www.sos.state.il.us		Approved:		/s/ Illegible

1.	CORPORATE NAME: Webster Chicago Cinemas, Inc.	CP0167963
2.	MANNER OF ADOPTION OF AMENDMENT:
	The following amendment of the Articles of Incorporation was adopted on March 21, 2002 in the manner indicated below. ( “X” one box only)                                (Month & Day)
	(Year)
¨	By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected;
		(Note 2)
¨	By a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment;
		(Note 2)
¨	By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment;
		(Note 3)
¨	By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment;
		(Note 4)
¨	By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10;
		(Notes 4 & 5)
¨	By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment.
		(Note 5)
x	In accordance with Section 10.40, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation, et al., case number 01-40442, confirmed and approved March 1, 2002.
3.	TEXT OF AMENDMENT:

a. When amendment effects a name change, insert the new corporate name below. Use Page 2 for all other amendments.

Article I: The name of the corporation is:        

(NEW NAME)

All changes other than name, include on page 2

(over)

c. (If amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety. If there is not sufficient space to do so, add one or more sheets of this size.)

Article Four, Paragraph 2 of the Articles of Incorporation is hereby amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities

prior to March 21, 2003.”

4. The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows: (If not applicable, insert “No change”)

No change

5. (a) The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows: (If not applicable, insert “No change”)

No change

(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (If not applicable, insert “No change”)

No change

	Before Amendment	After Amendment
Paid-in Capital	$	$

(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)

6. The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.

Dated	3/21	, 2002	Webster Chicago Cinemas, Inc.
	(Month & Day)	(Year)	(Exact Name of Corporation at date of execution)

Attested by	/s/    JOHN C. MCBRIDE, JR.	by	/s/    BRYAN BERNDT
	(Signature of Secretary or Assistant Secretary)		(Signature of President or Vice President)
	John C. McBride, Jr., Assistant Secretary		Bryan Berndt, Vice President
	(Type or Print Name and Title)		(Type or Print Name and Title)

7. If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title.

OR

If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below, and type or print name and title.

The undersigned affirms, under the penalties of perjury, that the facts stated herein are true.

Dated	March ___	, 2002
	(Month & Day)	(Year)

EX-3.2.57

Exhibit 3.2.57

Form BCA-2.10	ARTICLES OF INCORPORATION
(Rev. Jan. 1995) George H. Ryan Secretary of State Department of Business Services	This space for use by the Secretary of State FILED	SUBMIT IN DUPLICATE!
	AUG 14 1998	This space for use by Secretary of State Date 8-14-98 Franchise Tax                 $        25.00 Filling Fee                       $        75.00                                                       100 Approved:____________
Payment must be made by certified check, cashier’s check, Illinois attorney’s check, Illinois C.P.A.’s check or money order, payable to “Secretary of State”.	GEORGE H. RYAN SECRETARY OF STATE

1.	CORPORATE NAME:	Woodfield Cinemas, Inc.
(The corporate name must contain the word “corporation”, “company”, ”incorporated,” ”limited” or an abbreviation thereof.)
2.	Initial Registered Agent:	Illinois Corporation Service Company
		First Name	Middle Name	Last Name
	Initial Registered Office:	700 South Second Street
		Number	Street	Suite #
		Springfield	IL    62704	Sangamon
		City	Zip Code	Country

3.	Purpose or purposes for which the corporation is organized: (If not sufficient space to cover this point, add one or more sheets of the size.) See Attached Rider.	EXPEDITED AUG 14 1998 SECRETARY OF STATE
4.	Paragraph 1: Authorized Shares, Issued Shares and Consideration Received:

	Class	Per Value per share		Number of Shares Authorized	Number of Shares Proposed to be Issued	Consideration to be Received Therefor
	A			500	500	$	500.00
		$	1.00			$
					TOTAL =	$	500.00
	Paragraph 2: The preference, qualification, limitation, restrictions and special or relative rights in respect of the shares of each class are:
	(If not sufficient space to cover this point, add one or more sheets of this size.)
6008-563-3
	n/a
	(over)

5.	OPTIONAL:	(a)    Number of directors constituting the initial board of directors of the corporation: 1
		(b)    Name and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors, are elected and qualify:
		Name	Residential Address	City, State, ZIP
		Travis Reid, 6 Patriots Lane, Upper Saddle River, NJ 07458

6.	OPTIONAL:	(a)      It is estimated that the value of all property to be owned by the corporation for the following year whenever located will be:	$
		(b)      It is estimated that the value of the property to be located within the State of Illinois during the following year will be:	$
		(c)      It is estimated that the gross amount of business that will be transacted by the corporation during the following year will be:	$
		(d)      It is estimated that the gross amount of business that will be transacted from places of business in the State of Illinois during the following year will be:	$

7.	OPTIONAL:	OTHER PROVISIONS
		Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g., authorizing preemptive rights, denying cumulative voting, regulating internal affairs, voting majority requirements, fixing a duration other than perpetual, etc.
8.	NAME(S) & ADDRESS(ES) OF INCORPORATOR(S)
	The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Article of Incorporation are true.
Dated August 11, 1998.

Signature and Name		Address
1.	/s/    JUDI ANN OLSEN	1.	464 Hill Street
	Signature		Street
	Judi Ann Olsen		Maywood, New Jersey 07607
	(Type or Print Name)		City/Town            State            Zip Code
2.		2.
	Signature		Street
	(Type or Print Name)		City/Town            State            Zip Code
3.		3.
	Signature		Street
	(Type or Print Name)		City/Town            State            Zip Code

(Signature must be in BLACK INK on original document. Carbon copy, photocopy or rubber stamp signatures may only be used on conformed copies.)

NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the execution shall be by its president or vice president and verified by him, and attested by its secretary or assistant secretary.

FEE SCHEDULE

• The initial franchise tax is assessed at the rate of 15/100 of 1 percent ($1.50 Per $1,000) on the paid-in capital represented in this state, with a minimum of $25.

• The filing fee is $75.

• The minimum total due (franchise tax + filing fee) is $100.

(Applies when the Consideration to be Received as set forth in Item 4 does not exceed $16,667)

• The Department of Business Services in Springfield will provide assistant in calculating the total fees if necessary.

Illinois Secretary of State

Department of Business Services

C-182.18

Section 3

To own, acquire, purchase, erect, equip, lease, operate, manage and conduct motion picture theatres, drive-in theatres, opera houses, public halls and theatres and places of amusement of every kind and description; to produce, manufacture, purchase, sell, lease, hire, exhibit and exploit performances and attractions of various kinds and natures, including moving pictures, vaudeville, dramatic, operatic, musical and dance performances, and intellectual and instructive entertainment; to manufacture, produce, purchase, own, sell, lease, hire, license, distribute, and otherwise dispose and to deal in and with moving picture machines, cameras, machinery, devices, appliances, and articles of all kinds used in photographic and motion picture arts, and plates, slides and films therefor, and materials, supplies, appliances, apparatus, machinery and other articles necessary and convenient for use in connection therewith; to acquire, own and dispose of costumes, scenery, properties, libraries, and other material and property for use in connection with the giving of operatic, dramatic, and motion picture entertainments, and performances of all kinds, to employ and act as agent and manager for singers, musicians, actors, performers of all kinds; to acquire, own and dispose of (including licensing thereof), plays, scenarios, photo-plays, news, songs, magazines, motion pictures and pictures of all kinds, dramatic and musical, and motion picture productions of every kind; to acquire, own maintain, operate dispose of and deal with and in studios and other plants and equipment for or in connection with the production of motion pictures and productions of all kinds; to deal in amusement enterprises of every kind and description and generally to carry on the business of motion pictures and theatrical proprietors, managers, producers and caterers for and to public entertainment and amusements, as well as to do all things necessary and incident thereto.

To manufacture, buy, sell and generally deal in popcorn, candy, beverages, sandwiches, and food of all kinds and description, and goods, wares, merchandise, electronic amusement devices, pinball machines and personal property of every kind.

To purchase, lease or otherwise acquire, hold, improve, sell, lease, mortgage and generally deal in lands, buildings and interests herein.

To own, erect, buy, lease, acquire, hold use or dispose of any and all stores, factories, machinery equipment and supplies of every nature and description necessary, useful or convenient

in the manufacturing, producing, processing or marketing of the aforesaid articles and any other items or materials produced or dealt in by the corporation.

To buy, or otherwise acquire, hold, lease, sell, exchange, mortgage, pledge or otherwise dispose of any real estate or real property or personal property, rights, franchises or goodwill necessary to the foregoing; in general to carry on any related or incidental business in connection with the foregoing in all of the State, territories and dependencies of the United States and in foreign countries subject to the provisions of Part 4 of the T.M.C.L.A.

To indemnify any director or officers or former director or officer of the corporation, or any person who may have served at its request as a director or officer of any other corporation in which it is a creditors, against expenses actually and necessity incurred by him in connection with the defenses or any action, suit or proceeding in which eh is made an officer, except in relation tq._matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, but such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any by-law, agreement, vote of shareholders, or otherwise.

2

PAID

MAR 22 2002

EXPEDITED

SECRETARY OF STATE

Form BCA-10.30	ARTICLES OF AMENDMENT	File # 6008-563-3
(Rev. Jan. 1999)		SUBMIT IN DUPLICATE
Jessse White Secretary of State Department of Business Services	FILED	This space for use by Secretary of State
		Date 3-22-02
Springfield, IL 62756 Telephone (217) 782-1832	MAR 22 2002	Franchise Tax	$
Remit payment in check or money order, payable to “Secretary of State.”	JESSE WHITE SECRETARY OF STATE	Filing Fee*	$	25.00
The filing fee for restated articles of amendment - $100.00		Penalty	$
http://www.sos.state.il.us		Approved:		/s/    Illegible
		CPO167959

1.	CORPORATE NAME: Woodfield Cinemas, Inc.
2.	MANNER OF ADOPTION OF AMENDMENT:
	The following amendment of the Articles of Incorporation was adopted on March 21, 2002 in the manner indicated below. ( “X” one box only)                        (Month & Day)
	(Year)
¨	By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected;                                                                                                              (Note 2)
¨	By a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment;                                                                                (Note 2)
¨	By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment;                                                 (Note 3)
¨	By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment;                  (Note 4)
¨	By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10;                                                 (Notes 4 & 5)
¨	By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment.                                                                                                                (Note 5)
x	In accordance with Section 10.40, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation, et al., case number 01-40452, confirmed and approved March 1, 2002.
3.	TEXT OF AMENDMENT:

a. When amendment effects a name change, insert the new corporate name below. Use Page 2 for all other amendments.

Article I: The name of the corporation is:        

(NEW NAME)

All changes other than name, include on page 2

(over)

b. (If amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety. If there is not sufficient space to do so, add one or more sheets of this size.)

Article Four, Section Two of the Articles of Incorporation is hereby amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4. The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows: (If not applicable, insert “No change”)

No change

5. (a) The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows: (If not applicable, insert “No change”)

No change

(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (If not applicable, insert “No change”)

No change

	Before Amendment	After Amendment
Paid-in Capital	$	$

(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)

6. The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.

Dated	3/21,	2002		Woodfield Cinemas, Inc.
	(Month & Day)	(Year)		(Exact Name of Corporation at date of execution)
Attested by	/s/    JOHN C. MCBRIDE, JR.		by	/s/    BRYAN BERNDT
	(Signature of Secretary or Assistant Secretary)			(Signature of President or Vice President)
	John C. McBride, Jr., Assistant Secretary			Bryan Berndt, Vice President
	(Type or Print Name and Title)			(Type or Print Name and Title)

7. If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title.

OR

If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below, and type or print name and title.

The undersigned affirms, under the penalties of perjury, that the facts stated herein are true.

Dated	March      , 2002
	(Month & Day)    (Year)

EX-3.2.58

Exhibit 3.2.58

BCA-2.10 (Rev. Jul. 1984)		File #
Submit in Duplicate	Secretary of State State of Illinois	This Space For Use By Secretary of State
Payment must be made by Certified Check, ______________ __ a Money Order, payable to “Secretary of State”	ARTICLES OF INCORPORATION
DO NOT SEND _______		Date License Fee Franchise Tax Filing Fee	11-24-89 $.50 $ 25.00 $ 75.00
		Clark	100.50

Pursuant to the provisions of “The Business Corporation Act of 1983”, the undersigned incorporator(s) hereby adopt the following Articles of Incorporation.

ARTICLE ONE	The name of the corporation is Loews Gurnee Mills Cinemas, Inc.
	(Shall cont___ the word “corporation”, “company”, “incorporated”, “limited”, or an abbreviation thereof)
ARTICLE TWO	The name and address of the initial registered agent and its registered office are:
	Registered Agent The Prentice-Hall Corporation System, Inc.

		First Name	Middle Name	Last Name
	Registered Office	33 LaSalle Street
		Number	Street	Suite # (A P.O. Box alone is not acceptable)
		Chicago, Illinois 60602
		City	Zip Code	County
ARTICLE THREE	The purpose or purposes for which the corporation is organized are: If not sufficient space to cover this point, add one or more shares of this size.

SEE RIDER ATTACHED

ARTICLE FOUR Paragraph 1: The authorized shares shall be:

Class	Par Value per share		Number of shares authorized
Common	$	1.00	500

Paragraph 2: The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are:

If not sufficient space to cover this point, add one or more shares of this size.

ARTICLE FIVE The number of shares to be issued initially, and the consideration to be received by the corporation therefor, are:

Class	*Par Value per share		Number of shares proposed to be issued	Consideration to be received therefor
Common	$	1.00	500	$	500.00
				$
				$
				$
			TOTAL	$	500.00

* A declaration as to a “par value” is optional. This space may be marked “n/a” when no referenc_ to a par value is desired.

ARTICLE SIX	OPTIONAL
	The number of directors constituting the initial board of directors of the corporation is                    , and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualify are:

Name Residential Address

ARTICLE SEVEN	OPTIONAL
	(a)    It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be:	$_________________
	(b)    It is estimated that the value of the property to be located within the State of Illinois during the following year will be:	$_________________
	(c)    It is estimated that the gross amount of business which will be transacted by the corporation during the following year will be:	$_________________
	(d)    It is estimated that the gross amount of business which will be transacted from places of business in the State of Illinois during the following year will be:	$_________________

ARTICLE EIGHT	OTHER PROVISIONS
	Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g. authorizing pre-emptive rights; denying cumulative voting; regulating internal affairs, voting majority requirements; fixing a duration other than perpetual; etc.

NAMES & ADDRESSES OF INCORPORATORS

The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true.

Dated November 14, 1989

	Signatures and Names		Post Office Address
1.	/S/    BARBARA R. CORBETT	1.	400 Plaza Drive
	Signature		Street
	Barbara R. Corbett		Secaucus,             New Jersey         07094
	Name (please print)		City/Town                 State                 Zip
2.		2.
	Signature		Street
	Name (please print)		City/Town                 State                 Zip
3.		3.
	Signature		Street
	Name (please print)		City/Town                 State                 Zip

(Signature must be __ ink on original document. Carbon copy, xerox or rubber stamp signatures may only be used on conformed copies)

NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the execution shall be by its President or Vice President and verified by him, and attested by its Secretary or an Assistant Secretary.

Form BCA-2.10

File No.                                         

ARTICLES OF INCORPORATION

LOEWS GURNER MILLS CINEMAS, INC.

FEE SCHEDULE

The following fees are required to be paid at the time of issuing the Certificate of incorporation: FILING FEE $75.00; INITIAL LICENSE FEE of 1/20th of 1% of the consideration to be received for initial issued shares [___ ___ 5]. MINIMUM $.50: INITIAL FRANCHISE TAX of 1/10th of 1% of the consideration to be received for initial issued shares [___ ___ 5] MINIMUM $25.00.

EXAMPLES OF TOTAL DUE

Consideration to be Received	TOTAL DUE*
up to $1,000	$	100._0
$5,000	$	102._0
$10,000	$	105.00
$25,000	$	112.50
$50,000	$	150.00
$100,000	$	225.00

* Includes Filling Fee + License Fee + Franchies Tax

Corporation Department

Secretary of State

Springfield, Illinois 62756

Telephone (217) 782-6961

To own, acquire, purchase, erect, equip, lease, operate, manage and conduct motion picture theatres, drive-in theatres, opera houses, public halls and theatres and places of amusement of every kind and description; to produce, manufacture, purchase, sell, lease, hire, exhibit and exploit performances and attractions of various kinds and natures, including moving pictures, vaudeville, dramatic, operatic, musical and dance performances, and intellectual and instructive entertainment; to manufacture, produce, purchase, own, sell, lease, hire, license, distribute, and otherwise dispose and to deal in and with moving picture machines, cameras, machinery, devices, appliances, and articles of all kinds used in photographic and motion picture arts, and plates, slides and films therefor, and materials, supplies, appliances, apparatus, machinery and other articles necessary and convenient for use in connection therewith; to acquire, own and dispose of costumes, scenery, properties, libraries, and other material and property for use in connection with the giving of operatic, dramatic, and motion picture entertainments, and performances of all kinds, to employ and act as agent and manager for singers, musicians, actors, performers of all kinds; to acquire, own and dispose of (including licensing thereof), plays, scenarios, photo-plays, news, songs, magazines, motion pictures, and pictures of all kinds, dramatic and musical, and motion picture productions of every kind; to acquire, own, maintain, operate, dispose of and deal with and in studios and other plants and equipment for or in connection with the production of motion pictures and productions of all kinds; to deal in amusement enterprises of every kind and description and generally to carry on the business of motion pictures and theatrical proprietors, managers, producers and caterers for and to public entertainment and amusements, as well as to do all things necessary and incident thereto.

To manufacture, buy, sell and generally deal in popcorn, candy, beverages, sandwiches, and food of all kinds and description, and goods, wares, merchandise, electronic amusement devices, pinball machines and personal property of every kind.

To purchase, lease or otherwise acquire, hold, improve, sell, lease, mortgage and generally deal in lands, buildings and interests herein.

To own, erect, buy, lease, acquire, hold, use or dispose of any and all stores, factories, machinery equipment and supplies of every nature and description necessary, useful or convenient in the manufacturing, producing, processing or marketing of the aforesaid articles and any other items or materials produced or dealt in by the corporation.

To buy, or otherwise acquire, hold, lease, sell, exchange, mortgage, pledge or otherwise dispose of any real estate or real property or personal property, rights, franchises or goodwill necessary to the foregoing; in general to carry on any related or incidental business in connection with the foregoing in all of the State, territories and dependencies of the United States and in foreign countries subject to the provisions of Part 4 of the T.M.C.L.A.

To indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and necessarily incurred by him in connection with the defense or any action, suit or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, but such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any by-law, agreement, vote of shareholders, or otherwise.

PAID

JUL 2_ 1997

File # 5577-137-9

Form BCA-10.30	ARTICLES OF AMENDMENT
(Rev. Jan. 1995)		SUBMIT IN DUPLICATE
George H. Ryan Secretary of State Department of Business Services Springfield, IL 62756 Telephone (217) 782-1832	FILED	This space for use by Secretary of State
		Date		7-17-__
Remit payment in check or money order, payable to “Secretary of State.”	JUL 17, 1997	Franchise Tax	$
	GEORGE H. RYAN SECRETARY OF STATE	Filing Fee* Penalty	$	25.00
The filing fee for restated articles of amendment - $100.00 http://www.sos.state.il.us			$
		Approved: /s/     Illegible		5X

1.	CORPORATE NAME: LOEWS GURNEE MILLS CINEMAS, INC.
			(Note 1)
2.	MANNER OF ADOPTION OF AMENDMENT:
		The following amendment of the Articles of Incorporation was adopted on 6/3/97. 19_____ in the manner indicated below. (“X” one box only)
	¨	By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected;
			(Note 2)
	¨	By a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment;
			(Note 2)
	¨	By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment;
			(Note 3)
	¨	By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment;
			(Note 4)
	¨	By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10;
			(Notes 4&5)
	x	By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment.
			(Note 5)
3.		TEXT OF AMENDMENT:
	a.	When amendment effects a name change, insert the new corporate name below. Use Page 2 for all other amendments.
		Article I: The name of the corporation is:

WOODRIDGE CINEMAS, INC.

(NEW NAME)

All changes other than name, include on page 2

(over)

Text of Amendment

b. (If amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety. If there is not sufficient space to do so, add one or more sheets of this size.)

Page 2

4. The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows: (If not applicable, insert “No change”)

No Change

5. (a) The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows: (If not applicable, insert “No change”)

No change

(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (If not applicable, insert “No change”)

No change

	Before Amendment		After Amendment
Paid-in Capital	$	______________	$	_____________

(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)

6. The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.

Dated     June 3, 1997			LOEWS GURNEE MILLS CINEMAS, INC.
			(Exact Name of Corporation at date of execution)
attested by	/s/    DAVID BADAIN	by	/s/    SEYMOUR SMITH
	(Signature of Secretary or Assistant Secretary)		(Signature of President or Vice President)
	David Badain, Asst. Secretary		Seymour Smith, Exec. Vice Pres.
	(Type or Print Name and Title)		(Type or Print Name and Title)

7. If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title.

OR

If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below, and type or print name and title.

The undersigned affirms, under the penalties of perjury, that the facts stated herein are true.

Dated                             , 19    

Page 3

PAID

MAR 22 2002

EXPEDITED

SECRETORY OF STATE

From BCA-10.30 (Rev. Jan, 1999)	ARTICLES OF AMENDMENT	File # 5574-137-9
Jesse White Secretary of State Department of Business Services Springfield, IL 62756 Telephone (217) 782-1832	FILED	SUBMIT IN DUPLICATE
	MAR 22 2002	This space for use by Secretary of State
Remit payment in check or money order, payable to “Secretary of State.” The filing fee for restated articles of amendment - $100.00 http://www.sos.state.il.us	JESSE WHITE SECRETARY OF STATE	Date Franchise Tax Filing Fee* Penalty Approved: /s/ Illegible	3-22-02 $ $25.00 $

1.      CORPORATE NAME: Woodridge Cinemas, Inc.

2. MANNER OF ADOPTION OF AMENDMENT:

The following amendment of the Articles of Incorporation was adopted on March 21,

2002 in the manner indicated below. (“X” one box only)	(Month & Day)
(Year)

¨ By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected;

(Note 2)

¨ By a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment;

(Note 2)

¨ By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment;

(Note 3)

¨ By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum, number of votes required by statute and by the articles of incorporation were voted in favor of the amendment;

(Note 4)

¨ By the shareholders, in accordance with Sections 10.20 and 7.10. a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10;

(Notes 4 & 5)

¨ By the shareholders, in accordance with Sections 10.20 and 7.10. a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment.

(Note 5)

x In accordance with Section 10.40, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation, et al., case number 01-40454, confirmed and approved March 1, 2002.

3. TEXT OF AMENDMENT:

a. When amendment effects a name change, insert the new corporate name below. Use Page 2 for all other amendments.

Article I: The name of the corporation is: _____

(NEW NAME)

All changes other than name, include on page 2

(over)

e. (If amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety. If there is not sufficient space to do so, add one or more sheets of this size.)

Article Four, Paragraph 2 of the Articles of Incorporation is hereby amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4. The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows: (If not applicable, insert “No change”)

No change

5. (a) The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows: (If not applicable, insert “No change”)

No change

(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (If not applicable, insert “No change”)

No change

	Before Amendment	After Amendment
Paid-in Capital	$	$

(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)

6. The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.

Dated	3/2/, 2002		Woodridge Cinemas, Inc.
	Month & Day (Year)		(Exact Name of Corporation at date of execution)
Attested by	/s/    JOHN C. MCBRIDE	by	/s/    BRYAN BERNDT
	(Signature of Secretary of Assistant Secretary)		(Signature of President or Vice President)
	John C. McBride, Jr., Assistant Secretary		Bryan Berndt, Vice President
	(Type or Print Name and Title)		(Type or Print Name and Title)

7. If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title.

OR

If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below, and type or print name and title.

The undersigned affirms, under the penalties of perjury, that the facts stated herein are true.

Dated     March         , 2002

        (Month & Day) (Year)

EX-3.2.59

Exhibit 3.2.59

NOTE: This form may now also be used for incorporating pursuant to the Medical Professional Corporation Act, the Dental Professional Corporation Act, and the Professional Corporation Act of 1965, as well as the General Corporation Act. If the corporation is to be formed pursuant to the authority of one of these statutes other than the General Corporation Act, so indicate in the preamble below by striking the references to the three inappropriate statutes. Professional Accounting Corporations are considered to be formed pursuant to the authority of the Indiana General Corporation Act, but subject to the provisions of __ 23-1-13.5, and appropriate statutory reference should be made in the preamble or Article II below. APPROVED AND FILED APR 24 1980 /s/    Illegible         SECRETARY OF STATE OF INDIANA Corporate Form No. 101 (Jan. 1977)— Page One ARTICLES OF INCORPORATION Larry A. Conrad, Secretary of State of Indiana Use White Paper—Size 8 ¹/2 x 11—For Inserts Filing Requirements—Present2 originally signed and fully executed copies to Secretary of State, Room 155, State House, Indianapolis 46204 Recording Requirements—Recordingof Articles of Incorporation in the Office of the County Recorder is no longer required by the Indiana General Corporation Act.

ARTICLES OF INCORPORATION

OF

LOEWS CENTURY MALL CINEMAS, INC.

The undersigned incorporator or incorporators, desiring to form a corporation (hereinafter referred to as the “Corporation” ) pursuant to the provisions of the Indiana General Corporation Act (Medical Professional Corporation Act’ Dental Professional Corporation Act /Professional Corporation Act of 1965), as amended (hereinafter referred to as the “Act”), execute the following Articles of Incorporation

ARTICLE I

Name

The name of the Corporation is LOEWS CENTURY MALL CINEMAS, INC.

ARTICLE II

Purposes

The purposes for which the Corporation is formed are: To carry on any and all lawful business purposes permitted pursuant to Section 2 of the Indiana General Corporation Law.

Corporate Form No. 101—Page Two

Prescribed by Larry A. Conrad, Secretary of State (Jan. 1977)

ARTICLE III

Period of Existence

The period during which the Corporation shall continue is perpetual

ARTICLE IV

Resident Agent and Principal Office

Section 1. Resident Agent. The name and address of the Corporation’s Resident Agent for service of process is

United States Corporation Company	-	1009 Chamber of Commerce Building
(Name)		(Number and Street or Building)

Indianapols	Indiana	46204
(City)	(State)	(Zip Code)

Section 2. Principal Office. The post office address of the principal office of the Corporation is c/o United States Corporation Company

1101 Chamber of Commerce Building,	Indianapolis,	Indiana	46204
(Number and Street or Building)	(City)	(State)	(Zip Code)

ARTICLE V

Authorized Shares

Section 1. Number of Shares:

The total number of shares which the Corporation is to have authority to issue is 1,000.

A. The number of authorized shares which the corporation designates as having par value is 1,000 with a par value of $ 1,00.

B. The number of authorized shares which the corporation designates as without par value is none.

Section 2. Terms of Shares (if any):

Corporate Form No. 101—Page Three

Prescribed by Larry A. Conrad, Secretary of State (Jan. 1977)

ARTICLE VI

Requirements Prior To Doing Business

The Corporation will not commence business until consideration of the value of at least $1.000 (one thousand dollars) has been received for the issuance of shares.

ARTICLE VII

Director(s)

Section 1. Number of Directors: The initial Board of Directors is composed of three member(s). The number of directors may be from time to time fixed by the By-Laws of the Corporation at any number. In the absence of a By-Law fixing the number of directors, the number shall be three

Section 2. Names and Post Office Addresses of the Director(s): The name(s) and post office address(es) of the initial Board of Director(s) of the Corporation is (are):

Name	Number and Street or Building	City	State	Zip Code
Laurence A. Tisch	666 Fifth Avenue	New York,	N. Y.	10019
Preston R. Tisch	666 Fifth Avenue	New York,	N. Y.	10019
Bernard Myerson	666 Fifth Avenue	New York,	N. Y.	10019

Section 3. Qualifications of Directors (if any): None

Corporate Form No. 101 — Page Four

Prescribed by Larry A. Conrad, Secretary of State

(Jan. 1977)

ARTICLE VIII

Incorporator(s)

The name(s) and post office address(es) of the incorporator(s) of the Corporation is (are):

Name	Number and Street or Building	City	State	Zip Code
Seymour H. Smith	666 Fifth Avenue	New York	N. Y.	10019

ARTICLE IX

Provisions for Regulation of Business

and Conduct of Affairs of Corporation

(“Powers” of the Corporation, its directors or shareholders)

All the powers set forth in paragraphs (a) and (b) of Section 3 of the Indiana General Corporation Law.

Corporate Form No. 101 — Page Five

Prescribed by Larry A. Conrad, Secretary of State (Jan. 1977)

IN WITNESS WHEREOF, the undersigned, being all of the incorporator(s) designated in Article VIII. execute(s) these Articles of Incorporation and certify to the truth of the facts herein stated, this 8th day of April, 1980

	/s/    SEYMOUR H. SMITH
(Written Signature)	(Written Signature)
	Seymour H. Smith
(Printed Signature)	(Printed Signature)
	(Written Signature)
	(Printed Signature)

STATE OF NEW YORK COUNTY OF NEW YORK } ss:

I, the undersigned, a Notary Public duly commissioned to take acknowledgements and administer oaths in the State of Indiana, certify that Seymour H. Smith , being                                  the incorporator(s) referred to in Article VIII of the foregoing Articles of Incorporation, personally appeared before me; acknowledged the execution thereof; and swore to the truth of the facts therein stated.

Witness my hand and Notarial Seal this 8th day of April 1980

/s/    JEANNE A. MIGDON        

(Written Signature)

(Printed Signature)

JEANNE A. MIGDON

Notary Public State of New York

No. 31-2692650

Qualified in New York County

Commission Expires March 30, 1981

My Commission Expires: Notary Public

This instrument was prepared by Seymour H. Smith, Attorney at Law,

(Name)

666 Fifth Avenue	New York	New York	10019
(Number and Street or Building)	(City)	(State)	(Zip Code)

	ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION State Form 38333 (R8 / 12-96) Approved by State Board of Accounts 1995	RECEIVED INDIANA SECRETaRY OF STATE ___ MAR 22 AM 11:29	SULANNE GILROT SECRETARY OF STATE CORPORATIONS DIVISION 302 W. Washington St., Rm. E018 Indianapolis, IN 46204 Telephone: (317) 2326576
INSTRUCTIONS:	Use 8 1/2" x 11" white paper for inserts.		Indiana Code 23-1-38-1 et seq.
	Present original and two copies to address in upper right hand corner of this Please TYPE or PRINT.		Filing Fee: $30.00

ARTICLES OF AMENDMENT OF THE

ARTICLES OF INCORPORATION OF:

Name of Corporation	Date of incorporation
Loews Century Mall Cinemas, Inc.	April 24, 1980

The undersigned officers of the above referenced Corporation (hereinafter referred to as the “Corporation”) existing pursuant to the provisions of: (indicate appropriate act)

x Indiana Business Corporation Law    ¨ Indiana Professional Corporation Act of 1983

as amended (hereinafter referred to as the “Act”), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certify the following facts:

ARTICLE I Amendment(s)

The exact text of Article(s) Five, Section 2 of the Articles of Incorporation is hereby amended by adding the following sentence:

(NOTE: If amending the name of corporation, write Article “I” in space above and write “The name of the Corporation is                                                  , ” below.)

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

ARTICLE II

Date of each amendment’s adoption:

March 21, 2002

(Continued on the reverse side)

ARTICLE III Manner of Adoption and Vote

Mark applicable section: NOTE - Only in limited situations does Indiana law permit an Amendment without shareholder approval. Because a name change requires shareholder approval, Section 2 must be marked and either A or B completed.

x     SECTION 1 This amendment was adopted by the Board of Directors or incorporators and shareholder action was not required. See ** Below.

** In accordance with Section 23-1-38-8, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of the Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40386, confirmed and approved on March 1, 2002.

¨     SECTION 2	The shareholders of the Corporation entitled to vote in respect to the amendment adopted the proposed amendment. The amendment was adopted by: (Shareholder approval may be by either A or B.)
	A.      Vote of such shareholders during a meeting called by the Board of Directors. The result of such vote is as follows:
		Shares entitled to vote.
		Number of shares represented at the meeting.
		Shares voted in favor.
		Shares voted against.
	B.      Unanimous written consent executed on                     , 19     and signed by all shareholders entitled to vote.

ARTICLE IV Compliance with Legal Requirements

The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the By-Laws of the Corporation.

I hereby verify, subject to the penalties of perjury, that the statements contained herein are true, this 21st day of March, 2002.

Signature of current officer or chairman of the board	Printed name of officer or chairman of the board
/s/    BRYAN BERNDT	/s/    BRYAN BERNDT
	Bryan Berndt

Signature’s title

Vice President

EX-3.2.60

Exhibit 3.2.60

NOTE: This form may now also be used for incorporating pursuant to the Medical Professional Corporation Act, the Dental Professional Corporation Act, and the Professional Corporation Act of 1965, as well as the General Corporation Act. If the corporation is to be formed pursuant to the authority of one of these statutes other than the General Corporation Act, so indicate in the preamble below by striking the references to the three inappropriate statutes. Professional Accounting Corporations are considered to be formed pursuant to the authority of the Indiana General Corporation Act, but subject to the provisions of IC 231-13-5, and appropriate statutory reference should be made in the preamble or Article II below.	APPROVED AND FILED APR 24 1980	Corporate Form No. 101 (Jan. 1977) —Page One ARTICLES OF INCORPORATION Larry A. Conrad, Secretary of State of Indiana Use White Paper—Size 8 1/2 x 11—For Inserts Filing Requirements—Present 2 originally signed and fully executed copies to Secretary of State, Room 155, State House, Indianapolis 46204 Recording Requirements—Recording of Articles of Incorporation in the Office of the County Recorder is no longer required by the Indiana General Corporation Act.
	/s/    Illegible
	SECRETARY OF STATE OF INDIANA

ARTICLES OF INCORPORATION

OF

LOEWS CHERRY TREE MALL CINEMAS, INC.

The undersigned incorporator or incorporators. desiring to form a corporation (hereinafter referred to as the “Corporation”) pursuant to the provisions of the Indiana General Corporation Act (Medical Professional Corporation Act/ Dental Professional Corporation Act/Professional Corporation Act of 1965), as amended (hereinafter referred to as the “Act”), execute the following Articles of Incorporation.

ARTICLE I

Name

The name of the Corporation is LOEWS CHERRY TREE MALL CINEMAS, INC.

ARTICLE II

Purposes

The purposes for which the Corporation is formed are: To carry on any and all lawful business purposes permitted pursuant to Section 2 of the Indiana General Corporation Law.

Corporate Form No. 101—Page Two

Prescribed by Larry A. Conrad, Secretary of State
(Jan. 1977)

ARTICLE III

Period of Existence

The period during which the Corporation shall continue is perpetual

ARTICLE IV

Resident Agent and Principal Office

Section 1. Resident Agent. The name and address of the Corporation’s Resident Agent for service of process is United States Corporation Company - 1009 Chamber of Commerce Building

(Name) (Number and Street or Building)

Indianapols	Indiana	46204
(City)	(State)	(Zip Code)

Section 2. Principal Office. The post office address of the principal office of the Corporation is c/o United States Corporation Company 1101 Chamber of Commerce Building,              Indianapolis,             Indiana                             46204

                (Number and Street or Building)                              (City)                     (State)                             (Zip Code)

ARTICLE V

Authorized Shares

Section 1. Number of Shares:

The total number of shares which the Corporation is to have authority to issue is 1,000.

A. The number of authorized shares which the corporation designates as having par value is 1,000 with a par value of $1,00.

B. The number of authorized shares which the corporation designates as without par value is none.

Corporate Form No. 101—Page Three

Prescribed by Larry A. Conrad, Secretary of State
(Jan. 1977)

Section 2. Terms of Shares (if any):

ARTICLE VI

Requirements Prior To Doing Business

The Corporation will not commence business until consideration of the value of at least $1,000 (one thousand dollars) has been received for the issuance of shares.

ARTICLE VII

Director(s)

Section 1. Number of Directors: The initial Board of Directors is composed of three member(s). The number of directors may be from time to time fixed by the By-Laws of the Corporation at any number. In the absence of a By-Law fixing the number of directors, the number shall be three

Section 2. Names and Post Office Addresses of the Director(s): The name(s) and post office address(es) of the initial Board of Director(s) of the Corporation is (are):

Name	Number and Street or Building	City	State	Zip Code
Laurence A. Tisch	666 Fifth Avenue	New York	N. Y.	10019
Preston R. Tisch	666 Fifth Avenue	New York	N. Y.	10019
Bernard Myerson	666 Fifth Avenue	New York	N. Y.	10019

Section 3. Qualifications of Directors (if any): None

Corporate Form No. 101—Page Four

Prescribed by Larry A. Conrad, Secretary of State
(Jan. 1977)

ARTICLE VIII

Incorporator (s)

The name(s) and post office address(es) of the incorporator(s) of the Corporation is (are):

Name	Number and Street or Building	City	State	Zip Code
Seymour H. Smith	666 Fifth Avenue	New York	N. Y.	10019

ARTICLE IX

Provisions for Regulation of Business

and Conduct of Affairs of Corporation

(“Powers” of the Corporation, its directors or shareholders)

All the powers set forth in paragraphs (a) and (b) of Section 3 of the Indiana General Corporation Law.

Corporate Form No. 101 — Page Five

Prescribed by Larry A. Conrad. Secretary of State (Jan. 1977)

IN WITNESS WHEREOF, the undersigned, being all of the incorporator(s) designated in Article VIII, execute(s) these Articles of Incorporation and certify to the truth of the facts herein stated, this 8th day of April, 1980.

	/s/    SEYMOUR H. SMITH
(Written Signature)	(Written Signature)
	Seymour H. Smith
(Written Signature)	(Written Signature)
	(Written Signature)
	(Written Signature)

STATE OF NEW YORK	)
	)	SS:
COUNTY OF NEW YORK	)

I, the undersigned, a Notary Public duly commissioned to take acknowledgements and administer oaths in the State of Indiana, certify that Seymour H. Smith, being __________________ the incorporator(s) referred to in Article VIII of the foregoing Articles of Incorporation, personally appeared before me; acknowledged the execution thereof; and swore to the truth of the facts therein stated.

Witness my hand and Notarial Seal this 8th day of April, 1980.

	/s/    JEANNE A. MIGDON
	(Written Signature)
	(Printed Signature)
JEANNE A. MIGDON Notary Public, State of New York No. 31-2692650 Qualified in New York County Commission Expires March 30, 1981
My Commission Expires:	Notary Public

This instrument was prepared by Seymour H. Smith, Attorney at Law,

	(Name)
666 Fifth Avenue	New York	New York	10019
(Number and Street or Building)	(City)	(Stale)	(Zip Code)

	ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION
	State Form 38333 (R8 /12-96) Approved by State Board of Accounts 1995	SUE ANNE GILROY SECRETARY OF STATE CORPORATIONS DIVISION 302 W. Washington St. Rm E018 Indianapolis, IN 46204 Telephone (317) 232-6576
INSTRUCTIONS:	Use 8 1/2” x 11” white paper for inserts.	Indiana Code 23-1-38-1 et seq.
	Present original and two copies to address in upper right hand corner of this Please TYPE or PRINT.	Filing Fee: $30.00

ARTICLES OF AMENDMENT OF THE

ARTICLES OF INCORPORATION OF:

Name of Corporation	Date of incorporation
Loews Cherry Tree Mall Cinemas, Inc.	April 24, 1980

The undersigned officers of the above referenced Corporation (hereinafter referred to as the ‘Corporation’) existing pursuant to the provisions of (indicate appropriate act)

x Indiana Business Corporation Law    ¨ Indiana Professional Corporation Act of 1983

as amended (hereinafter referred to as the “Act”), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certify the following facts:

ARTICLE I Amendment(s)

The exact text of Article(s) Five, Section 2 of the Articles of Incorporation is hereby amended by adding the following sentence:

(NOTE: If amending the name of corporation, write Article “I” in space above and write “The name of the Corporation is                     ,” below.)

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

ARTICLE II

Date of each amendment’s adoption:

March 21, 2002

(Continued on the reverse side)

ARTICLE III Manner of Adoption and Vote

Mark applicable section: NOTE - Only in limited situations does Indiana law permit an Amendment without shareholder approval. Because a name change requires shareholder approval, Section 2 must be marked and either A or B completed.

x    SECTION 1	This amendment was adopted by the Board of Directors or incorporators and shareholder action was not required. See “ Below.
**     In accordance with Section 23-1-38-8, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of the Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40396, confirmed and approved on March 1, 2002.
¨    SECTION 2	The shareholders of the Corporation entitled to vote in respect to the amendment adopted the proposed amendment. The amendment was adopted by: (Shareholder approval may be by either A or B.)
	A.     Vote of such shareholders during a meeting called by the Board of Directors. The result of such vote is as follows:
	Shares entitled to vote. Number of shares represented at the meeting. Shares voted in favor. Shares voted against.
	B.     Unanimous written consent executed on _______________, 19         and signed by all shareholders entitled to vote.
ARTICLE IV Compliance with Legal Requirements
The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the By-Laws of the Corporation.
I hereby verify, subject to the penalties of perjury, that the statements contained herein are true, this 21st day of March, 2002.

Signature of current officer or chairman of the board	Printed name of officer or chairman of the board
/s/    BRYAN BERNDT	/s/    BRYAN BERNDT
	Bryan Berndt
Signature’s title
Vice President

EX-3.2.61

Exhibit 3.2.61

NOTE: This form may now also be used for incorporating pursuant to the Medical Professional Corporation Act, the Dental Professional Corporation Act, and the Professional Corporation Act of 1965, as well as the General Corporation Act. If the corporation is to be formed pursuant to the authority of one of these statutes other than the General Corporation Act, so indicate in the preamble below by striking the references to the three inappropriate statutes. Professional Accounting Corporations are considered to be formed pursuant to the authority of the Indiana General Corporation Act, but subject to the provisions of IC 23-1-13.5, and appropriate statutory reference should be made in the preamble or Article II below. Corporate Form No. 101 (Jan. 1977)—Page One ARTICLES OF INCORPORATION Larry A. Conrad, Secretary of State of Indiana Use White Paper—Size 8 ¹/2 x 11—For Inserts Filing Requirements—Present 2 originally signed and fully executed copies to Secretary of State, Room 155, State House, Indianapolis 46204 Recording Requirements—Recording of Articles of Incorporation in the Office of the County Recorder is no longer required by the Indiana General Corporation Act.

APPROVED

AND

FILED

APR 5 1978

/s/ Illegible

SECRETARY OF

STATE OF INDIANA

ARTICLES OF INCORPORATION

OF

LOEWS LAFAYETTE CINEMAS, INC.

The undersigned incorporator or incorporators, desiring to form a corporation (hereinafter referred to as the “Corporation”) pursuant to the provisions of the Indiana General Corporation Act (Medical Professional Corporation Act/Dental Professional Corporation Act/Professional Corporation Act of 1965), as amended (hereinafter referred to as the “Act”), execute the following Articles of Incorporation.

ARTICLE I

Name

The name of the Corporation is LOEWS LAFAYETTE CINEMAS, INC.

ARTICLE II

Purposes

The purposes for which the Corporation is formed are: to carry on any and all lawful business purposes permitted pursuant to Section 2 of the Indiana General Corporation Law.

Corporate Form No. 101—Page Two

Prescribed by Larry A. Conrad, Secretary of State
(Jan. 1977)

ARTICLE III

Period of Existence

The period during which the Corporation shall continue is Perpetual

ARTICLE IV

Resident Agent and Principal Office

Section 1. Resident Agent. The name and address of the Corporation’s Resident Agent for service of process is

United States Corporation Company,	1009 Chamber of Commerce Building
(Name)	(Number and Street or Building)

Indianapolis	Indiana	46204
(City)	(State)	(Zip Code)

Section 2. Principal Office. The post office address of the principal office of the Corporation is

1009 Chamber of Commerce Building
(Number and Street or Building)	(City)	(State)	(Zip Code)

ARTICLE V

Authorized Shares

Section 1. Number of Shares:

The total number of shares which the Corporation is to have authority to issue is 1,000.

A. The number of authorized shares which the corporation designates as having par value is 1,000 with a par value of $1.00.

B. The number of authorized shares which the corporation designates as without par value is none.

Corporate Form No. 101—Page Three

Prescribed by Larry A. Conrad, Secretary of State
(Jan. 1977)

Section 2. Terms of Shares (if any):

ARTICLE VI

Requirements Prior To Doing Business

The Corporation will not commence business until consideration of the value of at least $1,000 (one thousand dollars) has been received for the issuance of shares.

ARTICLE VII

Director(s)

Section 1. Number of Directors: The initial Board of Directors is composed of three member(s). The number of directors may be from time to time fixed by the By-Laws of the Corporation at any number. In the absence of a By-Law fixing the number of directors, the number shall be three

Section 2. Names and Post Office Addresses of the Director(s): The name(s) and post office address(es) of the initial Board of Director(s) of the Corporation is (are):

Name	Number and Street or Building	City	State	Zip Code
_aurence A. Tisch	666 Fifth Avenue	New York,	N.Y.	10019
_reston R. Tisch	666 Fifth Avenue	New York,	N.Y.	10019
_ernard Myerson	666 Fifth Avenue	New York,	N.Y.	10019

Section 3. Qualifications of Directors (if any): None

Corporate Form No. 101—Page Four

Prescribed by Larry A. Conrad, Secretary of State
(Jan. 1977)

ARTICLE VIII

Incorporator(s)

The name(s) and post office address(es) of the incorporator(s) of the Corporation is (are):

Name	Number and Street or Building	City	State	Zip Code
Seymour H. Smith	666 Fifth Avenue	New York,	N.Y.	10019

ARTICLE IX

Provisions for Regulation of Business

and Conduct of Affairs of Corporation

(“Powers” of the Corporation, its directors or shareholders)

__11 the powers set forth in paragraphs (a) and (b) of Section 3 _f the Indiana General Corporation Law.

Meetings of the shareholders shall be held at the principal office of the corporation, or at such other place, within or without the State of Indiana, as shall be determined by the Board of Directors and stated in the notice of the meeting.

Corporate Form No. 101—Page Five

Prescribed by Larry A. Conrad, Secretary of State
(Jan. 1977)

IN WITNESS WHEREOF, the undersigned, being all of the incorporator(s) designated in Article VIII, execute(s) these Articles of Incorporation and certify to the truth of the facts herein stated, this 28th day of March, 1978.

	/s/ Seymour H. Smith
(Written Signature)	(Written Signature)
	Seymour H. Smith
(Printed Signature)	(Printed Signature)
	(Written Signature)
	(Printed Signature)

STATE OF New York	}
		ss:
COUNTY OF New York

I, the undersigned, a Notary Public duly commissioned to take acknowledgements and administer oaths in the State of Indiana, certify that Seymour H. Smith, being xx the incorporator(s) referred to in Article VIII of the foregoing Articles of Incorporation, personally appeared before me; acknowledged the execution thereof; and swore to the truth of the facts therein stated.

Witness my hand and Notarial Seal this 28th day of March, 1978.

/s/ Henry L. Wolff

(Written Signature)

Henry L. Wolff

(Printed Signature)

Henry L. Wolff

Notary Public

____________________

Certificate f____ in New York County

Commission Expires March 30, 1979

My Commission Expires:

March 30, 1979

This instrument was prepared by	Seymour H. Smith,	Attorney at Law,
	(Name)

666 Fifth Avenue	New York,	N.Y.	10019
(Number and Street or Building)	(City)	(State)	(Zip Code)

ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION State Form 38333 (R__ 12-96) Approved by State Board of Accounts 1995 SUE ANNE GILROY
SECRETARY OF STATE
CORPORATIONS DIVISION
302 W. Washington St., Rm. E018
Indianapolis, IN 46204
Telephone: (317) 232-6576

INSTRUCTIONS:	Use 8 1/2” x 11” white paper for inserts.	Indiana Code 23-1-38-1 et seq.
	Present original and two copies to address in upper right hand corner of this Please TYPE or PRINT.	Filing Fee: $30.00

ARTICLES OF AMENDMENT OF THE

ARTICLES OF INCORPORATION OF:

Name of Corporation Loews Lafayette Cinemas, Inc. Date of incorporation April 5, 1978

The undersigned officers of the above referenced Corporation (hereinafter referred to as the “Corporation”) existing pursuant to the provisions of: (indicate appropriate act)

x Indiana Business Corporation Law ¨ Indiana Professional Corporation Act of 1983

as amended (hereinafter referred to as the “Act”), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certify the following facts:

ARTICLE I Amendment(s)

The exact text of Article(s) Five, Section 2 of the Articles of Incorporation is hereby amended by adding the following sentence:

(NOTE: If amending the name of corporation, write Article “I” in space above and write “The name of the Corporation is                         ,” below.)

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

ARTICLE II

Date of each amendment’s adoption:

March 21, 2002

(Continued on the reverse side)

ARTICLE III Manner of Adoption and Vote

Mark applicable section: NOTE - Only in limited situations does Indiana law permit an Amendment without shareholder approval. Because a name change requires shareholder approval, Section 2 must be marked and either A or B completed.

x	SECTION 1	This amendment was adopted by the Board of Directors or incorporators and shareholder action was not required. See** Below
** In accordance with Section 23-1-38-8, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in a__ order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of the Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40541, confirme_ and approved on March 1, 2002.
¨	SECTION 2	The shareholders of the Corporation entitled to vote in respect to the amendment adopted the proposed amendment. The amendment was adopted by: (Shareholder approval may be by either A or B.) A. Vote of such shareholders during a meeting called by the Board of Directors. The result of such vote is as follows:

	Shares entitled to vote.
	Number of shares represented at the meeting.
	Shares voted in favor.
	Shares voted against.
B. Unanimous written consent executed on ________________, 19__ and signed by all shareholders entitled to vote.

ARTICLE IV Compliance with Legal Requirements

The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal complia__ with the provisions of the Act, the Articles of Incorporation, and the By-Laws of the Corporation.

I hereby verify, subject to the penalties of perjury, that the statements contained herein are true, this 21st day of March, 2002.

Signature of current officer or chairman of the board	Printed name of officer or chairman of the board
/s/ Illegible	/s/ Bryan Berndt
Signature’s title	Bryan Berndt
Vice President

EX-3.2.62

Exhibit 3.2.62

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

Articles of Amendment

(General Laws, Chapter 156D; Section 10.06; 950 CMR 113.33)

Exact name of corporation: Fall River Cinema, Inc.

Registered office address: c/o CSC, 84 State Street, Boston, MA 02110

                                      (number, street, city or town, zip code)

These articles of amendment affect article(s): 2

                    (specify the number(s) of article(s) being amended (I-VI))

Adopted and approved on: July 28, 2004 by

            (month/day/year)

Check the appropriate box below:

¨ the incorporation.

¨ the board of directors without shareholder approval and shareholder approval was not required.

x the board of directors and the shareholders in the manner required by law and the articles of organization.

State the article number and the text of the amendment. If the amendment authorizes an exchange, or effects a reclassification or cancellation, of issued shares, state the provisions for implementing the action unless contained in the text of the amendment.

2. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Laws of Massachusetts.

________

P.C.

To change the number of shares and the par value (if any)* of any type, or to designate a class or series, of stock, or change a designation of class or series of stock, which the corporation is authorized to issue, complete the following:

The total presently authorized is:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE

Change the total authorized to:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE

The foregoing amendment(s) will become effective when these Articles of Amendment are filed in accordance with General Laws, Chapter 156D, _ 1.25 unless these articles specify, in accordance with the vote adopting the amendment a later effective date not more than ninety days after such filing, in which event the amendment will become effective on such later date.

Later effective date: ___________________________________________________________

Signed by	/s/ Michael Politi
	Michael Politi
	Senior Vice President & Corporate Counsel

(Please check appropriate box)

¨ Chairman of the Board

¨ President

x Other Officer

¨ Court-appointed fiduciary

on this 28th day of July, 2004

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

Articles of Amendment

(General Laws, Chapter 156D; Section 10.06; 950 CMR 113.33)

Exact name of corporation: Fall River Cinema, Inc.

Registered office address: c/o CSC, 84 State Street, Boston, MA 02110

                                      (number, street, city or town, zip code)

These articles of amendment affect article(s): 2

(specify the number(s) of article(s) being amended (I-VI))

Adopted and approved on: July 28, 2004 by

            (month/day/year)

Check the appropriate box below:

¨ the incorporators

¨ the board of directors without shareholder approval and shareholder approval was not required.

x the board of directors and the shareholders in the manner required by law and the articles of organization.

State the article number and the text of the amendment. If the amendment authorizes an exchange, or effects a reclassification or cancellation, of issued shares, state the provisions for implementing the action unless contained in the text of the amendment.

2. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Laws of Massachusetts.

________

P.C.

To change the number of shares and the par value (if any)* of any type, or to designate a class or series, of stock, or change a designation of class or series of stock, which the corporation is authorized to issue, complete the following:

The total presently authorized is:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE

Change the total authorized to:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE

The foregoing amendment(s) will become effective when these Articles of Amendment are filed in accordance with General Laws, Chapter 156D, § 1.25 unless these articles specify, in accordance with the vote adopting the amendment a later effective date not more than ninety days after such filing, in which event the amendment will become effective on such later date.

Later effective date: __________________________
Signed by	/s/ Michael Politi
	Michael Politi
	Senior Vice President & Corporate Counsel

(Please check appropriate box)

¨ Chairman of the Board

¨ President

x Other Officer

¨ Court-appointed fiduciary

on this 28th day of July, 2004

The Commonwealth of Massachusetts

OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE

MICHAEL JOSEPH CONNOLLY, Secretary

ONE ASHBURTON PLACE, BOSTON, MASS. 02108

ARTICLES OF ORGANIZATION

(Under G.L. Ch. 156B)

Incorporators

NAME POST OFFICE ADDRESS

Include given name in full in case of natural persons: in case of a corporation, give state of incorporation.

Philip J. Flink

Hale and Dorr

60 State Street

Boston, Massachusetts 02109

The above-named incorporators) do hereby act with the intention of forming a corporation under the provisions of General Laws. Chapter 156B and hereby state(s):

1. The name by which the corporation shall be known is:

Fall River Cinema, Inc.

2. The purpose for which the corporation is formed is as follows:

(a) To own, operate and manage a theater or theaters for the exhibition of motion pictures in Fall River, Massachusetts; and

(b) To carry on any business or other activity which may lawfully be carried on by a corporation organized under the Business Corporation Law of the Commonwealth of Massachusetts, whether or not related to those referred to in the preceding paragraph.

Note: If the space provided under any article or item on this form is insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of paper leaving a left hand margin of at least 1 inch for binding. Additions to more than one article may be continued on a single sheet so long as each article requiring each such addition is clearly indicated.

/s/ Illegible	/s/ Illegible		5
Examiner	Name Approved	C    ¨   P    þ   M   ¨ R.A. ¨	P.C.

3. The total number of shares and the par value, if any, of each class of stock within the corporation is authorized as follows:

CLASS OF STOCK	WITHOUT PAR VALUE	WITH PAR VALUE
	NUMBER OF SHARES	NUMBER OF SHARES	PAR VALUE		AMOUNT
Preferred	None	None			$
Common	None	300,000	$	.10	$	30,000

*4. If more than one class is authorized, a description of each of the different classes of stock with, if any, the preferences, voting powers, qualifications, special or relative rights or privileges as to each class thereof and any series now established:

None

*5. The restrictions, if any, imposed by the Articles of Organization upon the transfer of shares of stock of any class are as follows:

None

*6. Other lawful provisions, if any, for the conduct and regulation of business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders:

See Attachment 6A

* If there are no provisions state “None”.

Attachment 6A

6. Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders:

(a) The directors may make, amend, or repeal the by-laws in whole or in part, except with respect to any provision of such by-laws which by law or these Articles or the by-laws requires action by the stockholders.

(b) Meetings of the stockholders of the corporation may be held anywhere in the United States.

(c) The corporation shall have the power to be a partner in any business enterprise which this corporation would have the power to conduct by itself.

(d) The corporation, by vote of a majority of the stock outstanding and entitled to vote thereon (or if there are two or more classes of stock entitled to vote as separate classes, then by vote of a majority of each such class of stock outstanding), may (i) authorize any amendment to its Articles of Organization pursuant to Section 71 of Chapter 156B of the Massachusetts General Laws, as amended from time to time, (ii) authorize the sale, lease or exchange of all or substantially all of its property and assets, including its goodwill, pursuant to Section 75 of Chapter 156B of the Massachusetts General Laws, as amended from time to time, and (iii) approve an agreement of merger or consolidation pursuant to Section 78 of Chapter 156B of the Massachusetts General Laws, as amended from time to time.

7. By-laws of the corporation have been duly adopted and the initial directors, president, treasurer and clerk, whose names are set out below, have been duly elected.

8. The effective date of organization of the corporation shall be the date of filing with the Secretary of the Commonwealth or if later date is desired, specify date, (not more than 30 days after the date of filing.)

9. The following information shall not for any purpose be treated as a permanent part of the Articles of Organization of the corporation.

a. The post office address of the initial principal office of the corporation of Massachusetts is:

430 Park Square Building c/o Lockwood-Friedman Film Corp. Boston, MA. 02116

b. The name, residence, and post office address of each of the initial directors and following officers of the corporation are as follows.

	NAME	RESIDENCE	POST OFFICE ADDRESS
President:	Roger A. Lockwood	8 Victoria Circle Norwood, MA 02026	Same
Treasurer:	Geoffrey W. Levy	21 Elm Street Wellesley, MA 02181	Same
Clerk:	Arthur M. Friedman	770 Boylston Street Boston, MA 02199	Same
Directors:	Roger A. Lockwood	(as above)	Same
	Geoffrey W. Levy	(as above)	Same
	Arthur M. Friedman	(as above)	Same
	Frederick F. Margosian	Charles River Towers 151 Coolidge Avenue Watertown, MA 02172	Same

c. The date initially adopted on which the corporation’s fiscal year ends is:

December 31

d. The date initially fixed in the by-laws for the annual meeting of stockholders of the corporation is:

Fourth Thursday in April

e. The name and business address of the resident agent, if any, of the corporation is:

None

IN WITNESS WHEREOF and under the penalties of perjury the INCORPORATOR sign(s) these Articles of Organization this 5th day of October 1983

/s/ Philip J. Flink

Philip J. Flink

The signature of each incorporator which is not a natural person must be an individual who shall show the capacity in which he acts and by signing shall represent under the penalties of perjury that he is duly authorized on its behalf to sign these Articles of Organization.

FEDERAL IDENTIFICATION

NO. 04-280383

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

ARTICLES OF AMENDMENT

(General Laws, Chapter 156B, Section 72)

We, Bryan Berndt, Vice President, and John C. McBride, Jr, Assistant Clerk

of Fall River Cinema, Inc.,

    (Exact name of corporation)

located at Harbour Mall, Rts. 81 & 24, Fall River, MA 02721

                (Street address of corporation in Massachusetts)

certify that these Articles of Amendment affecting articles numbered:

Four

(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)

_______*________ shares of _______________ * _______________ of _____________ * ______________ shares

outstanding,

(type, class & series, if any)

________________ shares of ________________________________ of _______________ shares outstanding, and

(type, class & series, if any)

________________ shares of ________________________________of ___________________ shares outstanding,

(type, class & series, if any)

* In accordance with Chapter 156B, Section 73 of Massachusetts General Law, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction of a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40416, confirmed and approved on March 1, 2002.

Note: If the space provided under any article or item on this form is insufficient, additions shall be set forth on one side only of separate 8 1/2 x 11 sheets of paper with a left margin of at least 1 inch. Additions to more than one article may be made on a single sheet so long as each article requiring each addition is clearly indicated.

/s/ Illegible	/s/ Illegible		4
Examiner	Name Approved	C   ¨    P   ¨    M  ¨ R.A. ¨	P.C.

To change the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following:

The total presently authorized is:

WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
Common:		Common:
Preferred:		Preferred:

Change the total authorized to:

WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
Common:		Common:
Preferred:		Preferred:

Article Four of the Articles of Incorporation is hereby amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

The foregoing amendment(s) will become effective when these Articles of Amendment are filed in accordance with General Laws, Chapter 156B, Section 6 unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.

Later effective date: ____________________________.

SIGNED UNDER THE PENALTIES OF PERJURY, this 21st day of March, 2002.

/s/ Illegible , Vice President

/s/ Illegible , Assistant Clerk

* Delete the inapplicable words.

EX-3.2.63

Exhibit 3.2.63

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

Articles of Amendment

(General Laws, Chapter 156D; Section 10.06; 950 CMR 113.33)

Exact name of corporation: Liberty Tree Cinema Corp.

Registered office address: 100 Independence Way, Danvers, MA 01923

(number, street, city or town, zip code)

These articles of amendment affect article(s): II

(specify the number(s) of article(s) being amended (I-VI))

Adopted and approved on: July 28, 2004 by

                                        (month/day/year)

Check the appropriate box below:

¨ the incorporators.

¨ the board of directors without shareholder approval and shareholder approval was not required.

x the board of directors and the shareholders in the manner required by law and the articles of organization.

State the article number and the text of the amendment. If the amendment authorizes an exchange, or effects a reclassification or cancellation, of issued shares, state the provisions for implementing the action unless contained in the text of the amendment.

Article II

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Laws of Massachusetts.

______

P.C.

To change the number of shares and the par value (if any)* of any type, or to designate a class or series, of stock, or change a designation of class or series of stock, which the corporation is authorized to issue, complete the following:

The total presently authorized is:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE

Change the total authorized to:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE

The foregoing amendment(s) will become effective when these Articles of Amendment are filed in accordance with General Laws, Chapter 156D, $1.25 unless these articles specify, in accordance with the vote adopting the amendment a later effective date not more than ninety days such filing, in which event the amendment will become effective on such later date.

Later effective date:
Signed by	/s/ Michael Politi
	Michael Politi
	Senior Vice President & Corporate Counsel

(Please check appropriate box)

¨ Chairman of the Board

¨ President

x Other Officer

¨ Court appointed fiduciary

on this 28th day of July, 2004

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

Articles of Amendment

(General Laws, Chapter 156D; Section 10.06; 950 CMR 113.33)

Exact name of corporation: Liberty Tree Cinema Corp.

Registered office address: 100 Independence Way, Danvers, MA 01923

                                       (number, street, city or town, zip code)

These articles of amendment affect article(s): II

(specify the number(s) of article(s) being amended (I-VI))

Adopted and approved on: July 28, 2004 by

                                    (month/day/year)

Check the appropriate box below:

¨ The incorporators.

¨ The board of directors without shareholder approval and shareholder approval was not required.

x The board of directors and the shareholders in the manner required by law and the articles of organization.

State the article number and the text of the amendment. If the amendment authorizes an exchange, or effects a reclassification or cancellation, of issued shares, state the provisions for implementing the action unless contained in the text of the amendment.

Article II

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Laws of Massachusetts.

_____

P.C.

To change the number of shares and the par value (if any)* of any type, or to designate a class or series, of stock, or change a designation of class or series of stock, which the corporation is authorized to issue, complete the following:

The total presently authorized is:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE

Change the total authorized to:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE

The foregoing amendment(s) will become effective when these Articles of Amendment are filed in accordance with General Laws, Chapter 156D, § 1.25 unless these articles specify, in accordance with the vote adopting the amendment a later effective date not more than ninety days after such filing, in which event the amendment will become effective on such later date.

Later effective date:
Signed by	/s/ Michael Politi
	Michael Politi
	Senior Vice President & Corporate Counsel

(Please check appropriate box)

¨ Chairman of the Board

¨ President

x Other Officer

¨ Court-appointed fiduciary

on this 28th day of July, 2004

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108

ARTICLES OF ORGANIZATION

(Under G.1. Cr. 156B)

ARTICLE I

The name of the corporation is:

LIBERTY TREE CINEMA CORP.

ARTICLE II

The purpose of the corporation is to engage in the following business activities:

See Attached

Note: If the space provided under any article or item on this form is insufficient, additions shall be set forth on a separate 8/1/2 x 11 sheets of paper leaving a left hand margin of at least 1 inch. Additions to more than one article may be continued on a single sheet as long as each article requiring each such addition is clearly indicated.

/s/ Illegible	/s/ Illegible		6
Examiner	Name Approved	C   ¨    P   ¨    M  x R.A. x	P.C.

ARTICLE III

The type and class of stock and the total number of shares and par value, if any, of each type and class of stock which the corporation is authorized to lease is as follows:

WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
COMMON:		COMMON:	500	$	1.00
PREFERRED:		PREFERRED:

ARTICLE IV

If more than ___ type, class or ____ is authorized, a description of each with, if any, the ____, voting powers, __________________

ARTICLE V

The __________________________ transfer of share of stock of any class are as follows:

None, however, shares of stock of the corporation may be subjected to restrictions on the transfer thereof under duly adopted by-law provision and/or under any agreement to which the corporation shall be a party.

ARTICLE VI

Other lawful provisions, if any, for the conduct and regulations of business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders: (If there are no provisions state “None”)

None

Note: The ________ ONLY be _________ Articles of _________.

RIDER TO ARTICLE II

To own, acquire, purchase, erect, equip, lease, operate, manage and conduct motion picture theatres, drive-in theatres, opera houses, public halls and theatres and places of amusement of every kind and description; to produce, manufacture, purchase, sell, lease, hire, exhibit and exploit performances and attractions of various kinds and natures, including moving pictures, vaudeville, dramatic, operatic, musical and dance performances, and intellectual and instructive entertainment; to manufacture, produce, purchase, own, sell, lease, hire, license, distribute, and otherwise dispose and to deal in and with moving picture machines, cameras, machinery, devices, appliances, and articles of all kinds used in photographic and motion picture arts, and plates, slides and films therefor, and materials, supplies, appliances, apparatus, machinery and other articles necessary and convenient for use in connection therewith; to acquire, own and dispose of costumes, scenery, properties, libraries, and other material and property for use in connection with the giving of operatic, dramatic, and motion picture entertainments, and performances of all kinds, to employ and act as agent and manager for singers, musicians, actors, performers of all kinds; to acquire, own and dispose of (including licensing thereof), plays, scenarios, photo-plays, news, songs, magazines, motion pictures and pictures of all kinds, dramatic and musical, and motion picture productions of every kind: to acquire, own maintain, operate dispose of and deal with and in studios and other plants and equipment for or in connection with the production of motion pictures and productions of all kinds; to deal in amusement enterprises of every kind and description and generally to carry on the business of motion pictures and theatrical proprietors, managers, producers and caterers for and to public entertainment and amusements, as well as to do all things necessary and incident thereto.

To manufacture, buy, sell and generally deal in popcorn, candy, beverages, sandwiches, and food of all kinds and description, and goods, wares, merchandise, electronic amusement devices, pinball machines and personal property of every kind.

To purchase, lease or otherwise acquire, hold, improve, sell, lease, mortgage and generally deal in lands, buildings and interests herein.

To own, erect, buy, lease, acquire, hold use or dispose of any and all stores, factories, machinery equipment and supplies of every nature and description necessary, useful or convenient in the manufacturing, producing, processing or marketing of the aforesaid articles and any other items or materials produced or dealt in by the corporation.

To buy, or otherwise acquire, hold, lease, sell, exchange, mortgage, pledge or otherwise dispose of any real estate or real property or personal property, rights, franchises or goodwill

necessary to the foregoing; in general to carry on any related or incidental business in connection with the foregoing in all of the State, territories and dependencies of the United States and in foreign countries subject to the provisions of Part 4 of the T.M.C.L.A.

To indemnify any director or officers or former director or officer of the corporation, or any person who may have served at its request as a director or officer of any other corporation in which it is a creditors, against expenses actually and necessity incurred by him in connection with the defenses or any action, suit or proceeding in which he is made an officer, expect in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, but such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled under any by-law, agreement, vote of shareholders, or otherwise.

2

ARTICLE VII

The effective date __________ of the corporation shall be the date approved and filed by the Secretary of the Commonwealth. If a later effective date is desired, specify such date which shall not be more than thirty days after the date of filing.

The information contained in ARTICLE VIII is NOT a PERMANENT part of the Articles of Organization and may be changed ONLY by filing the appropriate form provided therefor.

ARTICLE VIII

a. The street address of the corporation IN MASSACHUSETTS is: (post offices boxes ________ acceptable)

84 State St., Boston, Massachusetts

b. The name, residence and post office address (if different) of the directors and officers of the corporation are as follows:

	NAME	RESIDENCE	POST OFFICE ADDRESS
Chairman
President:	Barrie Lawson, Loeks	4 Baron Place Rye, New York 10580
Treasures:	Robert May	Jill Court Monmouth Junction, NJ 08852
Clerks	Seymour Smith	140–10, 84 Dr. Jamaica, New York 11435
Directors:
	Barrie Lawson Loeks	4 Baron Place Rye, NY 10580
	Jim Loeks	4 Baron Place Rye, NY 10580
	Seymour Smith	140–10, 84 Dr. Jamaica, ____________

c. The fiscal year (i.e. tax year) of the _______________ ___________

February 28

d. ____________________________________ of the RESIDENT AGENT of the corporation, if any, __.

The Prentice-Hall Corporation System, Inc.

84 State Street, Boston, Massachusetts 02109

ARTICLE IX

By-laws of the corporation have been duly adopted and the president, treasurer, clerk and directors whose names are set forth above, have been duly ___.

IN WITNESS WHEREOF and under the _______ and penalties of perjury, I/WE, whose signature(s) appear below as incorporator(s) and whose ______ and business or residential address(es) ARE CLEARLY TYPED OR PRINTED ____ such signature do hereby associate with the intention of forming this corporation under the provisions of General Laws Chapter ____ and do hereby sign these Articles of Organization as incorporator(s) this                     day of March      1996

/s/ Judi Olsen

JUDI OLSEN

NOTE: ___________________________________

FEDERAL IDENTIFICATION

NO. 04-3269280

00495088

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

ARTICLES OF AMENDMENT

(General Laws, Chapter 156B, Section 72)

We, Bryan Berndt, Vice President, and John C. McBride, Jr, Assistant Clerk

of Liberty Tree Cinema Corporation.

(Exact name of corporation)

located at Liberty Tree Mall, 100 Independence Way, Danvers, MA 01923

(Street address of corporation in Massachusetts)                                                                                                      

certify that these Articles of Amendment affecting articles numbered:

Four

(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)

            *             shares of                      *                      of              *              shares

outstanding,

(type, class & series, if any)

                     shares of                                          of                      shares outstanding, and

(type, class & series, if any)

                     shares of                                          of                      shares outstanding,

(type, class & series, if any)

* In accordance with Chapter 156B, Section 73 of Massachusetts General Law, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction of a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40424, confirmed and approved on March 1, 2002.

Note: If the space provided under any article or item on this form is insufficient, additions shall be set forth on one side only of separate 8 1/2 x 11 sheets of paper with a left margin of at least 1 inch. Additions to more than one article may be made on a single sheet so long as each article requiring each addition is clearly indicated.

/s/ Illegible	/s/ Illegible		4
Examiner	Name Approved	C      ¨ P       ¨ M     ¨ R.A  ¨	P.C.

To change the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following:

The total presently authorized is:

WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
Common:		Common:
Preferred:		Preferred:

Change the total authorized to:

WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
Common:		Common:
Preferred:		Preferred:

Article Four of the Articles of Incorporation is hereby amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

The foregoing amendment(s) will become effective when these Articles of Amendment are filed in accordance with General Laws, Chapter 156B, Section 6 unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.

Later effective date:                     

SIGNED UNDER THE PENALTIES OF PERJURY, this 21st day of March, 2002,

/s/ Illegible	,Vice President,
/s/ Illegible	, Assistant Clerk

* Delete the inapplicable words.

EX-3.2.64

Exhibit 3.2.64

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

Articles of Amendment

(General Laws, Chapter 156D; Section 10.06; 950 CMR 113.33)

Exact name of corporation: Loews Cheri Cinemas, Inc.

Registered office address: c/o CSC, 84 State Street, Boston, MA 02110

          (number, street, city or town, zip code)

These articles of amendment affect article(s): II

                      (specify the number(s) of article(s) being amended (I-VI))

Adopted and approved on: July 28, 2004 by

            (month/day/year)

Check the appropriate box below:

¨ the incorporators.

¨ the board of directors without shareholder approval and shareholder approval was not required.

x the board of directors and the shareholders in the manner required by law and the articles of organization.

State the article number and the text of the amendment. If the amendment authorizes an exchange, or effects a reclassification or cancellation, of issued shares, state the provisions for implementing the action unless contained in the text of the amendment.

Article II

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Laws of Massachusetts.

________

P.C.

To change the number of shares and the par value (if any)” of any type, or to designate a class or series, of stock, or change a designation of class or series of stock, which the corporation is authorized to issue, complete the following:

The total presently authorized is:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE

Change the total authorized to:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE

The foregoing amendment(s) will become effective when these Articles of Amendment are filed in accordance with General Laws, Chapter 156D, § 1.25 unless these articles specify, in accordance with the vote adopting the amendments a later effective date not more than ninety days after such filing, in which event the amendment will become effective on such later date.

Later effective date:                                 

Signed By	/s/ Michael Politi
	Michael Politi
	Senior Vice President & Corporate Counsel

(Please check appropriate box)

¨ Chairman of the Board

¨ President

x Other Officer

¨ Court-appointed fiduciary

On this 28th day of July, 2004

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

Articles of Amendment

(General Laws, Chapter 156D; Section 10.06; 950 CMR 113.33)

Exact name of corporation: Loews Cheri Cinemas, Inc.

Registered office address: c/o CSC, 84 State Street, Boston, MA 02110

          (number, street, city or town, zip code)

These articles of amendment affect article(s): II

                     (specify the number(s) of article(s) being amended (I-VI))

Adopted and approved on: July 28, 2004 by

          (month/day/year)

Check the appropriate box below:

¨ the incorporators.

¨ the board of directors without shareholder approval and shareholder approval was not required.

x the board of directors and the shareholders in the manner required by law and the articles of organization.

State the article number and the text of the amendment. If the amendment authorizes an exchange, or effects a reclassification or cancellation, of issued shares, state the provisions for implementing the action unless contained in the text of the amendment.

Article II

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Laws of Massachusetts.

________

P.C.

To change the number of shares and the par value (if any)* of any type, or to designate a class or series, of stock, or change a designation of class or series of stock, which the corporation is authorized to issue, complete the following:

The total presently authorized is:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE

Change the total authorized to:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE

The foregoing amendment(s) will become effective when these Articles of Amendment are filed in accordance with General Laws, Chapter 156D, § 1.25 unless these articles specify, in accordance with the vote adopting the amendment a later effective date not more than ninety days after such filing, in which event the amendment will become effective on such later date.

Later effective date: _________________________________________

Signed by	/s/ Michael Politi
	Michael Politi Senior Vice President & Corporate Counsel

(Please check appropriate box)

¨ Chairman of the Board

¨ President

x Other Officer

¨ Court-appointed fiduciary

on this 28th day of July, 2004

The Commonwealth of Massachusetts

OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE

MICHAEL JOSEPH CONNOLLY, Secretary

ONE ASHBURTON PLACE, BOSTON, MASS. 02108

ARTICLES OF ORGANIZATION

(Under G.L. Ch. 156B)

Incorporators

NAME POST OFFICE ADDRESS

Include given name in full in case of natural persons, in case of a corporation, give state of incorporation.

Barbara R. Corbett 400 Plaza Drive, Secaucus, N.J. 07094

The above-named incorporators do hereby associate (themselves) with the intention of forming a corporation under the provisions of General Laws. Chapter 156B and hereby state(s):

1. The name by which the corporation shall be known is:

Loews Cheri Cinemas, Inc.

2. The purpose for which the corporatiion is formed is as follows:

See Rider attached

Note: If the space provided under any article or item on this form is insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of paper leaving a left hand margin of at least 1 inch for binding. Additions to more than one article may be continued on a single sheet so long as each article requiring each such addition is clearly indicated.

NOTE: ONCE DOCUMENT IS ACCEPTED AND FILED, CHANGES MUST BE BY AMENDMENT OR CERTIFICATE OF CHANGE ONLY

/s/ Illegible	/s/ Illegible		6
Examiner	Name Approved	C    ¨   P    ¨   M   þ R.A. þ	P.C.

3. The total number of shares and the par value, if any, of each class of stock within the corporation is authorized as follows:

CLASS OF STOCK	WITHOUT PAR VALUE	WITH PAR VALUE
	NUMBER OF SHARES	NUMBER OF SHARES	PAR VALUE	AMOUNT
Preferred				$
Common		500		$	1.00

*4. If more than one class is authorized, a description of each of the different classes of stock with, if any, the preferences, voting powers, qualifications, special or relative rights or privileges as to each class thereof and any series now established:

none

*5. The restrictions, if any, imposed by the Articles of Organization upon the transfer of shares of stock of any class are as follows:

None; however, shares of stock of the corporation may be subjected to restrictions on the transfer thereof under duly adopted by-law provision and/or under any agreement to which the corporation shall be a party.

*6. Other lawful provisions, if any, for the conduct and regulation of business and affairs of the corporation, for its voluntary dissolution or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders.

None

* If there are no provisions state “None”.

To own, acquire, purchase, erect, equip, lease, operate, manage and conduct motion picture theatres, drive-in theatres, opera houses, public halls and theatres and places of amusement of every kind and description; to produce, manufacture, purchase, sell, lease, hire, exhibit and exploit performances and attractions of various kinds and natures, including moving pictures, vaudeville, dramatic, operatic, musical and dance performances, and intellectual and instructive entertainment; to manufacture, produce, purchase, own, sell, lease, hire, license, distribute, and otherwise dispose and to deal in and with moving picture machines, cameras, machinery, devices, appliances, and articles of all kinds used in photographic and motion picture arts, and plates, slides and films therefor, and materials, supplies, appliances, apparatus, machinery and other articles necessary and convenient for use in connection therewith; to acquire, own and dispose of costumes, scenery, properties, libraries, and other material and property for use in connection with the giving of operatic, dramatic, and motion picture entertainments, and performances of all kinds, to employ and act as agent and manager for singers, musicians, actors, performers of all kinds; to acquire, own and dispose of (including licensing thereof), plays, scenarios, photo-plays, news, songs, magazines, motion pictures, and pictures of all kinds, dramatic and musical, and motion picture productions of every kind; to acquire, own, maintain, operate, dispose of and deal with and in studios and other plants and equipment for or in connection with the production of motion pictures and productions of all kinds; to deal in amusement enterprises of every kind and description and generally to carry on the business of motion pictures and theatrical proprietors, managers, producers and caterers for and to public entertainment and amusements, as well as to do all things necessary and incident thereto.

To manufacture, buy, sell and generally deal in popcorn, candy, beverages, sandwiches, and food of all kinds and description, and goods, wares, merchandise, electronic amusement devices, pinball machines and personal property of every kind.

To purchase, lease or otherwise acquire, hold, improve, sell, lease, mortgage and generally deal in lands, buildings and interests herein.

To own, erect, buy, lease, acquire, hold, use or dispose of any and all stores, factories, machinery equipment and supplies of every nature and description necessary, useful or convenient in the manufacturing, producing, processing or marketing of the aforesaid articles and any other items or materials produced or dealt in by the corporation.

To buy, or otherwise acquire, hold, lease, sell, exchange, mortgage, pledge or otherwise dispose of any real estate or real property or personal property, rights, franchises or goodwill necessary to the foregoing; in general to carry on any related or incidental business in connection with the foregoing in all of the State, territories and dependencies of the United States and in foreign countries subject to the provisions of Part 4 of the T.M.C.L.A.

To indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and necessarily incurred by him in connection with the defense or any action, suit or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, but such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any by-law, agreement, vote of shareholders, or otherwise.

7. By laws of the corporation have been duly adopted and the initial directors, president, treasurer and clerk, whose names are set out below, have been duly elected.

8. The effective date of organization of the corporation shall be the date of filing with the Secretary of the Commonwealth or if later date is desired, specify date. (not more than 30 days after the date of filing.)

9. The following information shall not for any purpose be treated as a permanent part of the Articles of Organization of the corporation.

a. The post office address of the initial principal office of the corporation of Massachusetts is:

400 Plaza Drive, Secaucus, New Jersey 07094

b. The name, residence, and post office address of each of the initial directors and following officers of the corporation are as follows:

	NAME	RESIDENCE	POST OFFICE ADDRESS.
President:	Bernard Myerson Berkery Place, Alpine, New Jersey
Treasurer:	Frank M. Michaels, 14 Kennedy Court, Middletown, N.J. 07748
Clerk:	Seymour H. Smith, 140-10 84th Drive, Jamaica, New York
Directors:	Bernard Myerson, Berkery Place, Alpine, New Jersey Seymour H. Smith, 140-1- 84th Drive, Jamaica, N.Y.

c. The date initially adopted on which the corporation’s fiscal year ends is:

February 28

d. The date initially fixed in the by laws for the annual meeting of stockholders of the corporation is:

First Tuesday in March

e. The name and business address of the resident agent, if any, of the corporation is:

The Prentice-Hall Corporation System, Inc.

84 State Street, ______, Massachusetts 02106

IN WITNESS WHEREOF and under the penalties of perjury the INCORPORATOR(S) sign(s) these Articles of Organization this 9th day of June 1989.

/s/ Barbara R. Corbett

BARBARA R. CORBETT

The signature of each incorporator which is not a natural person must be an individual who shall show the capacity in which he acts and by signing shall represent under the penalties of perjury that he is duly authorized on its behalf to sign these Articles of Organization.

FEDERAL IDENTIFICATION
NO. 22-2995955

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

ARTICLES OF AMENDMENT

(General Laws, Chapter 156B, Section 72)

We, Bryan Berndt , Vice President, and John C. McBride, Jr, Assistant Clerk

of Loews Cheri Cinemas, Inc.,

(Exact name of corporation)

located at 50 Dalton Street, Boston, MA 02115

                 (Street address of corporation in Massachusetts)

certify that these Articles of Amendment affecting articles numbered:

Four

(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)

_______*________ shares of _______________ *_______________ of _____________ *______________ shares

outstanding,

(type, class & series, if any)

________________ shares of ________________________________ of _______________ shares outstanding, and

(type, class & series, if any)

________________ shares of ________________________________ of ___________________ shares outstanding,

(type, class & series, if any)

* In accordance with Chapter 156B, Section 73 of Massachusetts General Law, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction of a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40398, confirmed and approved on March 1, 2002.

Note: If the space provided under any article or item on this form is insufficient, additions shall be set forth on one side only of separate 8 1/2 x 11 sheets of paper with a left margin of at least 1 inch. Additions to more than one article may be made on a single sheet so long as each article requiring each addition is clearly indicated.

/s/ Illegible	/s/ Illegible		4
Examiner	Name Approved	C   ¨    P   ¨    M  ¨ R.A. ¨	P.C.

To change the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following:

The total presently authorized is:

WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
Common:		Common:
Preferred:		Preferred:

Change the total authorized to:

WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
Common:		Common:
Preferred:		Preferred:

Article Four of the Articles of Incorporation is hereby amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

The foregoing amendment(s) will become effective when these Articles of Amendment are filed in accordance with General Laws, Chapter 156B, Section 6 unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.

Later effective date: ____________________________.

SIGNED UNDER THE PENALTIES OF PERJURY, this 21st day of March, 2002.

/s/ Illegible, Vice President,

/s/ Illegible, Assistant Clerk

* Delete the inapplicable words.

EX-3.2.65

Exhibit 3.2.65

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

Articles of Amendment

(General Laws, Chapter 156D; Section 10.06; 950 CMR 113.33)

Exact name of corporation: Loews Fresh Pond Cinemas, Inc.

Registered office address: 168 Alewife Brk. Pwky, Cambridge, MA 02138

                                       (number, street, city or town, zip code)

These articles of amendment affect article(s): 2

                      (specify the number(s) of article(s) being amended (I-VI))

Adopted and approved on: July 28, 2004 by

                                      (month/day/year

Check the appropriate box below:

¨ the incorporators.

¨ the board of directors without shareholder approval and shareholder approval was not required.

x the board of directors and the shareholders in the manner required by law and the articles of organization.

State the article number and the text of the amendment. If the amendment authorizes an exchange, or effects a reclassification or cancellation, of issued shares, state the provisions for implementing the action unless contained in the text of the amendment.

2. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Laws of Massachusetts.

______

P.C.

To change the number of shares and the par value (if any)* of any type, or to designate a class or series, of stock, or change a designation of class or series of stock, which the corporation is authorized to issue, complete the following:

The total presently authorized is:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE

Change the total authorized to:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE

The foregoing amendment(s) will become effective when these Articles of Amendment are filed in accordance with General Laws, Chapter 156D, § 1.25 unless these articles specify, in accordance with the vote adopting the amendment a later effective date not more than ninety days after such filing, in which event the amendment will become effective on such later date.

Later effective date:
Signed by	/s/ Michael Politi
	Michael Politi Senior Vice President & Corporate Counsel

(Please check appropriate box)

¨ Chairman of the Board

¨ President

x Other Officer

¨ Court-appointed fiduciary

on this 28th day of July, 2004

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

Articles of Amendment

(General Laws, Chapter 156D; Section 10.06; 950 CMR 113.33)

Exact name of corporation: Loews Fresh Pond Cinemas, Inc.

Registered office address: 168 Alewife Brk. Pwky, Cambridge, MA 02138

(number, street, city or town, zip code)                                                                     

These articles of amendment affect article(s): 2

(specify the number(s) of article(s) being amended (I-VI))

Adopted and approved on: July 28, 2004 by

                                      (month/day/year)

Check the appropriate box below:

¨ the incorporators.

¨ the board of directors without shareholder approval and shareholder approval was not required.

x the board of directors and the shareholders in the manner required by law and the articles of organization.

State the article number and the text of the amendment. If the amendment authorizes an exchange, or effects a reclassification or cancellation, of issued shares, state the provisions for implementing the action unless contained in the text of the amendment.

2. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Laws of Massachusetts.

_______

P.C.

To change the number of shares and the par value (if any)* of any type, or to designate a class or series, of stock, or change a designation of class or series of stock, which the corporation is authorized to issue, complete the following:

The total presently authorized is:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE

Change the total authorized to:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE

The foregoing amendment(s) will become effective when these Articles of Amendment are filed in accordance with General Laws, Chapter 156D, § 1.25 unless these articles specify, in accordance with the vote adopting the amendment a later effective date not more than ninety days after such filing, in which event the amendment will become effective on such later date.

Later effective date:
Signed by	/s/ Michael Politi
	Michael Politi
	Senior Vice President & Corporate Counsel

(Please check appropriate box)

¨ Chairman of the Board

¨ President

x Other Officer

¨ Court-appointed fiduciary

on this 28th day of July, 2004

The Commonwealth of Massachusetts

OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE

MICHAEL J. CONNOLLY, Secretary

ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108

ARTICLES OF ORGANIZATION

(Under G.L. Ch. 1568)

ARTICLE I

The name of the corporation is:

LOEWS FRESH POND CINEMAS, INC.,

ARTICLE II

The purposes of the corporation is to engage in the following business activities:

SEE ATTACHED

Note: If the space provided under any article or item on this form is insufficient, addition shall be ___ forth on separate 8½% 11 sheets of paper leaving a left hand margin of at least 1 inch. Additions to more than one article may be continued on a single sheet so long as each article requiring each such addition is clearly indicated.

/s/ Illegible	/s/ Illegible		6
Examiner	Name Approved	C   ¨    P   ¨    M  ¨ R.A. þ	P.C.

ARTICLE III

The type and classes of stock and the total number of shares and par value, if any of each type and class of stock which the corporation is authorized to issue is as follows:

WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCK
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
COMMON:		COMMON:	500	$	1.00
PREFERRED:		PREFERRED:

ARTICLE IV

If more than one class of stock is authorized, state a distinguishing designation for each class. Prior to the issuance of any shares of a class, if shares of another class are outstanding, the corporation must provide a description of the preferences, voting powers, qualifications, and special or relative rights or privileges of that class and of each other class of which shares are outstanding and of each series then established with any class.

None

ARTICLE V

The restrictions, if any, imposed by the Articles of Organization upon the transfer of shares of stock of any class are as follows:

None; however, shares of stock of the corporation may _________ subjected to restrictions on the transfer thereof under duly adopted by-law provision and/or under any agreement to which the corporation shall be a party.

ARTICLE VI

Other lawful provision, if any, for the conduct and regulation of business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders: (If there are no provisions state “None”.)

None

Note The ___ six (6) articles are considered to be ________ and may ONLY be changed by filing appropriate Articles of Amendment.

RIDER TO ARTICLE II

To own, acquire, purchase, erect, equip, lease, operate, manage and conduct motion picture theatres, drive-in theatres, opera houses, public halls and theatres and places of amusement of every kind and description; to produce, manufacture, purchase, sell, lease, hire, exhibit and exploit performances and attractions of various kinds and natures, including moving pictures, vaudeville, dramatic, operatic, musical and dance performances, and intellectual and instructive entertainment; to manufacture, produce, purchase, own, sell, lease, hire, license, distribute, and otherwise dispose and to deal in and with moving picture machines, cameras, machinery, devices, appliances, and articles of all kinds used in photographic and motion picture arts, and plates, slides and films therefor, and materials, supplies, appliances, apparatus, machinery and other articles necessary and convenient for use in connection therewith; to acquire, own and dispose of costumes, scenery, properties, libraries, and other material and property for use in connection with the giving of operatic, dramatic, and motion picture entertainments, and performances of all kinds, to employ and act as agent and manager for singers, musicians, actors, performers of all kinds; to acquire, own and dispose of (including licensing thereof), plays, scenarios, photo-plays, news, songs, magazines, motion pictures, and pictures of all kinds, dramatic and musical, and motion picture productions of every kind; to acquire, own, maintain, operate, dispose of and deal with and in studios and other plants and equipment for or in connection with the production of motion pictures and productions of all kinds; to deal in amusement enterprises of every kind and description and generally to carry on the business of motion pictures and theatrical proprietors, managers, producers and caterers for and to public entertainment and amusements, as well as to do all things necessary and incident thereto.

To manufacture, buy, sell and generally deal in popcorn, candy, beverages, sandwiches, and food of all kinds and description, and goods, wares, merchandise, electronic amusement devices, pinball machines and personal property of every kind.

To purchase, lease or otherwise acquire, hold, improve, sell, lease, mortgage and generally deal in lands, buildings and interests herein.

To own, erect, buy, lease, acquire, hold, use or dispose of any and all stores, factories, machinery equipment and supplies of every nature and description necessary, useful or convenient in the manufacturing, producing, processing or marketing of the aforesaid articles and any other items or materials produced or dealt in by the corporation.

To buy, or otherwise acquire, hold, lease, sell, exchange, mortgage, pledge or otherwise dispose of any real estate or real property or personal property, rights, franchises or goodwill necessary to the foregoing; in general to carry on any related or incidental business in connection with the foregoing in all of the State, territories and dependencies of the United States and in foreign countries subject to the provisions of Part 4 of the __.M.C.L.A.

To indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and necessarily incurred by him in connection with the defense or any action, suit or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, but such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any by-law, agreement, vote of shareholders, or otherwise.

ARTICLE VII

The effective date of organization of the corporation shall be the date approved and filed by the Secretary of the Commonwealth. If a later effective date is desired, specify such date which shall not be more than thirty days after the date of filing.

The information contained in ARTICLE VIII is NOT a PERMANENT part of the Articles of Organization and may be changed ONLY by filing the appropriate form provided therefor.

ARTICLE VIII

a. The post office address of the corporation IN MASSACHUSETTS is:

84 State Street, Boston, Massachusetts 02109

b. The name, residence and post office address (if different) of the directors and officers of the corporation are as follows:

	NAME	RESIDENCE	POST OFFICE ADDRESS
President:	Robert Smerling		345 Beacon Street Boston, Massachusetts
Treasurer:	Robert May		508 Pheasants Lane Toms River, NJ 08753
Clerk:	Seymour H. Smith		140–20 84th Drive Jamaica, NY 11435
Directors:	Robert Smerling		345 Beacon Street Boston, Massachusetts
	A. Alan Friedberg		22 Louisburg Square Boston, Massachusetts 02108
	Seymour H. Smith		140–10 84th Drive Jamaica, NY 11435

c. The fiscal year of the corporation shall end on the last day of the month of:

February 28

d. The name and BUSINESS address of the RESIDENT AGENT of the corporation, if any, is:

The Prentice-Hall Corporation System, Inc.

84 State Street, Boston, Massachusetts 02109

ARTICLE IX

By-laws of the corporation have been duly adopted and the president, treasurer, clerk and directors whose names are set forth above, have been duly elected.

IN WITNESS WHEREOF and under the pains and penalties of perjury, I / WE, whose signature(s) appear below as incorporator(s) and whose names and business or residential address(es) ARE CLEARLY TYPED OR PRINTED beneath each signature do hereby associate with the intention of forming this corporation under the provisions of General Laws Chapter 156B and do hereby sign these Articles of Organization as incorporator(s) this 23rd day of October 1990

/s/ Barbara R. Corbett

Barbara R. Corbett

NOTE:  If an already-existing corporation is acting as incorporator, type in the exact name of the corporation, the state or other jurisdiction where it was incorporated, the name of the person signing on behalf of said corporation and the title he/she holds or other authority by which such action is taken.

FEDERAL IDENTIFICATION

NO. 13-3594484                           

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

ARTICLES OF AMENDMENT

(General Laws, Chapter 156B, Section 72)

We, Bryan Berndt, Vice President, and John C. McBride, Jr , Assistant Clerk

of Loews Fresh Pond Cinemas, Inc.,

(Exact name of corporation)

located at 168 Alewife Brk. Pkwy, Cambridge, MA 02138

(Street address of corporation in Massachusetts)

certify that these Articles of Amendment affecting articles numbered:

Four

(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)

_______*________ shares of _______________ *_______________ of _____________ *______________ shares

outstanding,

(type, class & series, if any)

________________ shares of ________________________________ of _______________ shares outstanding, and

(type, class & series, if any)

________________ shares of ________________________________ of ___________________ shares outstanding,

(type, class & series, if any)

* In accordance with Chapter 156B, Section 73 of Massachusetts General Law, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction of a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40581, confirmed and approved on March 1, 2002.

Note: If the space provided under any article or item on this form is insufficient, additions shall be set forth on one side only of separate 8 1/2 x 11 sheets of paper with a left margin of at least 1 inch. Additions to more than one article may be made on a single sheet so long as each article requiring each addition is clearly indicated.

/s/ Illegible	/s/ Illegible		4
Examiner	Name Approved	C   ¨    P   ¨    M  ¨ R.A. ¨	P.C.

To change the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following:

The total presently authorized is:

WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
Common:		Common:
Preferred:		Preferred:

Change the total authorized to:

WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
Common:		Common:
Preferred:		Preferred:

Article Four of the Articles of Incorporation is hereby amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

The foregoing amendment(s) will become effective when these Articles of Amendment are filed in accordance with General Laws, Chapter 156B, Section 6 unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.

Later effective date: ____________________________.

SIGNED UNDER THE PENALTIES OF PERJURY, this 21st day of March, 2002.

/s/ Illegible, Vice President,

/s/ Illegible, Assistant Clerk

* Delete the inapplicable words.

EX-3.2.66

Exhibit 3.2.66

FORM 294 HOBBS & WARREN_ INC.

The Commonwealth of Massachusetts

PAUL GUZZI

Secretary of the Commonwealth

STATE HOUSE

BOSTON, MASS. 02133

ARTICLES OF ORGANIZATION

(Under G.L. Ch. 156B)

Incorporators

NAME POST OFFICE ADDRESS

Include given name in full in case of natural persons: in case of a corporation, give state of incorporation.

Joel A. Tranum	P. O. Box 712, North Falmouth 02556
Murro E. Van Meter, III	P. O. Box 792, North Falmouth 02556
Henrietta Tranum	P. O. Box 712, North Falmouth 02556
Joanne Van Meter	P. O. Box 792, North Falmouth 02556

The above-named incorporator(s) do hereby associate (themselves) with the intention of forming a corporation under the provisions of General Laws, Chapter 156B and hereby state(s):

1. The name by which the corporation shall be known is:

NICKELODEON BOSTON, INC.

2. The purposes for which the corporation is formed are as follows:

To operate a movie theatre and pursue all other purposes permitted under Chapter 156B, Massachusetts General Laws.

NOTE: If provision_ for which the space provided under Articles 2, 1, _ and 6 is not sufficient additions should be set out on continuation sheets to be numbered 2A, 2B etc. Indicate under each Article where the provision is set out. Continuation sheet shall be on 8 1/2” x 11” paper and must have a left hand margin 1 inch wide for loading. Only one side should be used.

*3. The total number of shares and the par value _________________________________ authorized is as follows.

CLASS OF STOCK	WITHOUT PAR VALUE	WITH PAR VALUE
	NUMBER OF SHARES	NUMBER OF SHARES	PAR VALUE	AMOUNT
Preferred	NONE	NONE		$
Common	100	NONE

*4. If more than one class is authorized a description of each of the different class of stock with, if any, the _________________ voting powers, qualifications, special or relative rights or privileges as to each class thereof and any series now established.

Not applicable.

*5. The restrictions, if any, imposed by the Articles of Organization upon the transfer of shares of stock of any class are as follows:

See restrictions attached

*6. Other lawful provisions if any for the conduct and regulation of the business and affairs of the corporation for the voluntary dissolution or for limiting, __________, or regulating the powers of the corporation or of its directors or stockholders or of any class of stockholders. The new Nickelodeon Boston, Inc. is organized under the provisions of the Internal Revenue Code of 1954, as amended by Sec. 1244 of 1958 as follows: (a) The corporation is not capitalized in excess of $200,000.00 (b) There are not, nor will there ever be more than ten (10) shareholders in the corporation; (c) The shares of the corporation are issued under a plan adopted in accordance with the provisions of said Section 1244 of Technical Amendments Act of 1958. This corporation is subject to Subchapter S so-called Internal Revenue Code, of 1954 as amended Sections 1371 through 1378.

* If there are no provisions state “None”.

7. By laws of the corporation have been duly adopted and ___________ directors ___________ whose names are ___________ _______________ below_ have been duly ____________.

8. The _________________ of the corporation shall __ the date of ________ with the Secretary of the Commonwealth of _____________________ date ___________ ___ more than _0 days after date of filing.)

9. The ______________________________________ part of the Articles of Organization of the corporation.

a. The post of the address of the initial ____________ of the corporation in Massachusetts is:

P. O. Box 413, North Falmouth 02556

b. The name residence and post office address of each of the initial directors and following officers of the corporation are as follows:

NAME RESIDENCE POST OFFICE ADDRESS

President:	Joel A. Tranum, Crooked Pond Rd., P. O. Box 712, North Falmouth 02556 (residence) 674 County Road, Pocasset 02559
Treasurer:	Murro E. Van Meter, III (mailing) P. O. Box 792, North Falmouth 02556
Clerk:	Henrietta Tranum, Cooked Pond Rd., P. O. Box 712, North Falmouth 02556
Directors:	Joel A. Tranum	(same as above)
	Murro E. Van Meter, III	”
	Henrietta Tranum	”
	Joanne Van Meter	(residence) 674 County Road, Pocasset 02559
		(mailing) P. O. Box 792, North Falmouth 02556

c. The date initially adopted on which the corporation’s fiscal year ends is: December 31

d. The date initially filed in the by-laws for the annual meeting of stockholders of the corporation is:

Fourth Thursday in January

e. The name and business address of the resident agent, if any, of the corporation is: none

IN WITNESS WHEREOF and under the penalties of perjury the above-named INCORPORATOR(S) sign(s) these Articles of Organization this 30th day of June 1978.

/s/ Joel A. Tranum	/s/ Murro E. Van Meter, III
Joel A. Tranum	Murro E. Van Meter, III
/s/ Henrietta Tranum	/s/ Joanne Van Meter
Henrietta Tranum	Joanne Van Meter

The signature of each incorporator which is not a natural person must be by an individual who shall show the ________________ and by signing shall represent under the penalties of perjury that he is duly authorized on the behalf to sign these Articles of Organization.

FEDERAL IDENTIFICATION

NO. 04-2647784

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

ARTICLES OF AMENDMENT

(General Laws, Chapter 156B, Section 72)

We, Bryan Berndt, Vice President, and John C. McBride, Jr, Assistant Clerk

of Nickelodeon Boston, Inc.,

(Exact Name of corporation)

located at 606 Commonwealth Ave., Boston, MA 02215

            (Street address of corporation in Massachusetts)

certify that these Articles of Amendment affecting articles numbered:

Four

(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)

_______*________ shares of _______________ *_______________ of _____________ *______________ shares

outstanding,

(type, class & series, if any)

________________ shares of ________________________________ of _______________ shares outstanding, and

(type, class & series, if any)

________________ shares of ________________________________ of ___________________ shares outstanding,

(type, class & series, if any)

* In accordance with Chapter 156B, Section 73 of Massachusetts General Law, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction of a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40473, confirmed and approved on March 1, 2002.

Note: If the space provided under any article or item on this form is insufficient, additions shall be set forth on one side only of separate 8 ½ x 11 sheets of paper with a left margin of at least 1 inch. Additions to more than one article may be made on a single sheet so long as each article requiring each addition is clearly indicated.

/s/ Illegible	/s/ Illegible		4
Examiner	Name Approved	C   ¨    P   ¨    M  ¨ R.A. ¨	P.C.

To change the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following:

The total presently authorized is:

WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
Common:		Common:
Preferred:		Preferred:

Change the total authorized to:

WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
Common:		Common:
Preferred:		Preferred:

Article Four of the Articles of Incorporation is hereby amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

The foregoing amendment(s) will become effective when these Articles of Amendment are filed in accordance with General Laws, Chapter 156B, Section 6 unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.

Later effective date: ____________________________.

SIGNED UNDER THE PENALTIES OF PERJURY, this 21st day of March, 2002,

/s/ Illegible,Vice President,

/s/ Illegible, Assistant Clerk

* Delete the inapplicable words.

EX-3.2.67

Exhibit 3.2.67

The Commonwealth of Massachusetts

OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE

MICHAEL JOSEPH CONNOLLY, Secretary

ONE ASHBURTON PLACE, BOSTON, MASS. 02108

ARTICLES OF ORGANIZATION

(Under G.L. Ch. 156B)

Incorporators

NAME POST OFFICE ADDRESS

Include given name in full in case of natural persons; in case of a corporation, give state of incorporation.

Kenneth Earl MacKenzie c/o Goodwin, Procter & _oar 28 State Street Boston, Massachusetts 02109

The above-named incorporator(s) do/does hereby associate (himself) with the intention of forming a corporation under the provisions of General Laws, Chapter 156B and hereby state(s):

1. The name by which the corporation shall be known is:

Sack Theatres, Inc.

2. The purpose for which the corporation is formed is as follows:

(a). To conduct public exhibitions of motion pictures; and,

(b). To carry on any other business, operation or activity which may be lawfully carried on by a corporation organized under the Business Corporation Law of the Commonwealth of Massachusetts, whether or not related to the purpose referred to in the foregoing paragraph.

Note: If the space provided under any article or item on this form is insufficient, a______ shall be set forth on separate 8 1/2 x 11 sheets of paper leaving a left hand margin of at least 1 inch for binding. Addition ______e than one article may be continued on a single sheet so long as each article requiring each such addition is clearly indi____.

NOTE: ONCE DOCUMENT IS ACCEPTED AND FILED, CHANGES MUST BE BY AMENDMENT OR CERTIFICATE OF CHANGE ONLY!

/s/ Illegible	/s/ Illegible		7
Examiner	Name Approved	C    ¨   P    þ   M   ¨ R.A. ¨	P.C.

3. The total number of shares and the par value, if any, of each class of stock within the corporation is authorized as follows:

CLASS OF STOCK	WITHOUT PAR VALUE	WITH PAR VALUE
	NUMBER OF SHARES	NUMBER OF SHARES	PAR VALUE		AMOUNT
Preferred					$
Common		10,000	$	1.00		10,000

*4. If more than one class is authorized, a description of each of the different classes of stock with, if any, the preferences, voting powers, qualifications, special or relative rights or privileges as to each class thereof and any series now established:

None

*5. The restrictions, if any, imposed by the Articles of Organization upon the transfer of shares of stock of any class are as follows:

None

Other lawful provisions, if any, for the conduct and regulation of business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders or of any class of stockholders:

See Attached Other Lawful Provisions

_____________ are no provisions state “None”.

Article 6

Other Lawful Provisions

Article 6A. INDEMNIFICATION

1. Except as limited by law or as provided in Paragraphs 2 and 3, each Officer of this Corporation (and his heirs and personal representatives) shall be indemnified by this Corporation against all Expense incurred by him in connection with each Proceeding in which he is involved as a result of his serving or having served as an Officer of this Corporation or, at the request of this Corporation, as a director, officer, employee or other agent of any other organization or in any capacity with respect to any employee benefit plan.

2. No indemnification shall be provided to an Officer with respect to a matter as to which it shall have been adjudicated in any proceeding that he did not act in good faith in the reasonable belief that his action was in the best interests of this Corporation, or to the extent that such matter relates to service with respect to any employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan.

3. In the event that a Proceeding is compromised or settled so as to impose any liability or obligation upon an Officer or upon this Corporation, no indemnification shall be provided to said Officer with respect to a matter if this Corporation has obtained an opinion of counsel that with respect to said matter said Officer did not act in good faith in the reasonable belief that his action was in the best interests of this Corporation, or to the extent that such matter relates to service with respect to any employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan.

4. To the extent authorized by the Board of Directors or the stockholders, this Corporation may pay indemnification in advance of final disposition of a Proceeding, upon receipt of an undertaking by the person indemnified to repay such indemnification if it shall be established that he is not entitled to indemnification by an adjudication under Paragraph 2 or by an opinion of counsel under Paragraph 3 hereof, which undertaking may be accepted without reference to the financial ability of such person to make repayment.

5. For the purposes of this Article.

(a) “Officer” means any person who serves or has served as a director or in any other office filled by election or appointment by the stockholders or the Board of Directors;

(b) “Proceeding” means any action, suit or proceeding, civil or criminal, brought or threatened in or before any court, tribunal, administrative or legislative body or agency; and

(c) “Expense” means any liability fixed by a judgment, order, decree, or award in a Proceeding, any amount reasonably paid in settlement of a Proceeding and any professional fees and other disbursements reasonably incurred in a Proceeding.

6. Nothing in this Article shall limit any lawful rights to indemnification existing independently of this Article.

Article 6B. TRANSACTIONS WITH INTERESTED PERSONS

1. Unless entered into in bad faith, no contract or transaction by this Corporation shall be void, voidable or in any way affected by reason of the fact that it is with an Interested Person.

2. For the purposes of this Article, “Interested Person” means any person or organization in any way interested in this Corporation whether as an officer, director, stockholder, employee or otherwise, and any other entity in which any such person or organization or this Corporation is in any way interested.

3. Unless such contract or transaction was entered into in bad faith, no Interested Person, because of such interest, shall be liable to this Corporation or to any other person or organization for any loss or expense incurred by reason of such contract or transaction or shall be accountable for any gain or profit realized from such contract or transaction.

4. The provisions of this Article shall be operative notwithstanding the fact that the presence of an Interested Person was necessary to constitute a quorum at a meeting of directors or stockholders of this Corporation at which such contract or transaction was authorized or that the vote of an Interested Person was necessary for the authorization of such contract or transaction.

Article 6C. STOCKHOLDERS’ MEETINGS

Meetings of Stockholders of this Corporation may be held anywhere in the United States.

2

Article 6D. AMENDMENT OF BY-LAWS

The By-Laws may provide that the Board of Directors as well as the stockholders may make, amend or repeal the By-Laws of this Corporation, except with respect to any provision thereof which by law, by these Articles or by the By-Laws requires action by the Stockholders.

Article 6E. ACTING AS A PARTNER

This Corporation may be a partner in any business enterprise which it would have power to conduct by itself.

3

7. By-laws of the corporation have been duly adopted and the initial directors, president, treasurer and clerk, whose names are set out below, have been duly elected.

8. The effective date of organization of the corporation shall be the date of filing with the Secretary of the Commonwealth or if later date is desired, specify date, (not more than 30 days after the date of filing.)

9. The following information shall not for any purpose be treated as a permanent part of the Articles of Organization of the corporation.

a. The post office address of the initial principal office of the corporation of Massachusetts is:

  141 Tremont Street, Boston, Massachusetts 02111

b. The name, residence, and post office address of each of the initial directors and following officers of the corporation are as follows:

	NAME	RESIDENCE	POST OFFICE ADDRESS
President:	A. Alan Friedberg	42 Chestnut Street Boston, MA 02108	141 Tremont Street Boston, MA 02111
Treasurer:	Harold L. Miller	28 Craig Street Milton, MA 02186	141 Tremont Street Boston, MA 02111
Clerk:	William Glazer	151 Tremont Street Boston, MA 02111	141 Tremont Street Boston, MA 02111
Directors:	Warrin C. Meyers	111 East Mill Road _____, PA 19031	One Plymouth Meeting Suite 511 Plymouth Meeting, PA 19462
	Langhorne Smith	7036 Gosh_n Road Newtown Square, PA 19073	One Plymouth Meeting Suite 511 Plymouth Meeting, PA 19462
	A. Alan Friedberg	42 Chestnut Street Boston, MA 02108	141 Tremont Street Boston, MA 02111

c. The date initially adopted on which the corporation’s fiscal year ends is:

   February 28

d. The date initially fixed in the by-laws for the annual meeting of stockholders of the corporation is:

   The first Tuesday in June

e. The name and business address of the resident agent, if any, of the corporation is:

   Not Applicable

IN WITNESS WHEREOF and under the penalties of perjury the INCORPORATOR(S) sign(s) these Articles of Organization this 20^th day of November 1985

/s/ Illegible

The signature of each incorporator which is not a natural person must be an individual who shall show the capacity in which he acts and by signing shall represent under the penalties of perjury that he is duly authorized on its behalf to sign these Articles of Organization.

FEDERAL IDENTIFICATION

NO. 04-2897798

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

ARTICLES OF AMENDMENT

(General Laws, Chapter 156B, Section 72)

We, Bryan Berndt. Vice President, and John C. McBride. Jr, Assistant Clerk

of Sack Theatres, Inc.,

(Exact name of corporation)

located at Assembly Square, 35 Middlesex, Somerville, MA 02145

(Street address of corporation in Massachusetts)                                                                                                          

certify that these Articles of Amendment affecting articles numbered:

Four

(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)

                 *                     shares of                              *                                     of                  *                     shares

outstanding,

(type, class & series, if any)

                         shares of                                                               of                      shares outstanding, and

(type, class & series, if any)

                         shares of                                                               of                      shares outstanding,

(type, class & series, if any)

* In accordance with Chapter 156B, Section 73 of Massachusetts General Law, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction of a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40375, confirmed and approved on March 1, 2002.

Note: If the space provided under any article or item an this form is insufficient, additions shall be set forth on one side only of separate 8 1/2 x 11 sheets of paper with a left margin of at least 1 inch. Additions to more than one article may be made on a single sheet so long as each article requiring each addition is clearly indicated.

/s/ Illegible	/s/ Illegible		4
Examiner	Name Approved	C    ¨   P    ¨   M   ¨ R.A. ¨	P.C.

To change the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following:

The total presently authorized is:

WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
Common:		Common:
Preferred:		Preferred:

Change the total authorized to:

WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
Common:		Common:
Preferred:		Preferred:

Article Four of the Articles of Incorporation is hereby amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

The foregoing amendment(s) will become effective when these Articles of Amendment are filed in accordance with General Laws, Chapter 156B, Section 6 unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.

Later effective date:                                                               .

SIGNED UNDER THE PENALTIES OF PERJURY, this 21^st day of March, 2002.

/s/ Illegible	, Vice President,
/s/ Illegible	, Assistant Clerk

* Delete the inapplicable words.

EX-3.2.68

Exhibit 3.2.68

ARTICLES OF INCORPORATION

OF

LOEWS BALTIMORE CINEMAS, INC.

The undersigned, being a natural person and acting as incorporator, does hereby accept the following Articles of incorporation for the purpose of forming a business corporation in the State of Maryland, pursuant to the provisions of the Maryland General Corporation Law.

FIRST: (1) The name of the incorporator is Barbara R. Corbett.

(2) The said incorporator’s address, including the street and number, if any, including the county or municipal area, and including the state or country is 400 Plaza Drive, Secaucus, New Jersey 07094.

(3) The said incorporator is at least eighteen years of age.

(4) The said incorporator is forming the corporation named in these Articles of Incorporation under the general laws of the State of Maryland, to wit, the Maryland General Corporation Law.

SECOND: The name of the corporation (hereinafter called the “corporation”) is LOEWS BALTIMORE CINEMAS, INC.

THIRD: The corporation is formed for the following purpose or purposes:

To own, acquire, purchase, erect, equip, lease, operate, manage and conduct motion picture theatres, drive-in theatres, opera houses, public halls and theatres and places of amusement of every kind and description; to produce, manufacture, purchase, sell, lease, hire, exhibit and exploit performances and attractions of various kinds and natures, including moving pictures, vaudeville, dramatic, operatic, musical, and dance performances, and intellectual and instructive entertainment; to manufacture, produce, purchase, own, sell, lease, hire, license, distribute, and otherwise dispose and to deal in and with moving picture machines, cameras, machinery, devices, appliances, and articles of all kinds used in photographic and motion picture arts, and plates, slides and films therefor, and materials,

supplies, appliances, apparatus, machinery and other articles necessary and convenient for use in connection therewith; to acquire, own and dispose of costumes, _______, proportion, libraries, and other material and property for use in connection with the giving of operatic, dramatic, and motion picture entertainments, and performances of all kinds, to employ and act as agent and manager for singers, musicians, actors, performers of all kinds; to acquire, own and dispose of (including licensing thereof), plays, scenarios, photo-plays, news, songs, __________, motion pictures, and pictures of all kinds, dramatic and musical, and motion picture productions of every kind, to acquire, own, maintain, operate, dispose of and equipment for or in connection with the production of motion pictures and productions of all kinds: to deal in amusement enterprises of every kind and description and generally to carry on the business of motion pictures, and theatrical proprietors, managers, producers and caterers for and to public entertainment and amusements, as well as to do all things necessary and incident thereto.

To manufacture, buy, sell and generally deal in popcorn, candy, beverages, sandwiches, and food of all kinds and description, and goods, wares, merchandise, electronic amusement devices, pinball machines and personal property of every kind.

To purchase, lease or otherwise acquire, hold, improve, sell, lease, mortgaged and generally deal in lands, buildings and interests herein.

To own, erect, buy, lease, acquire, hold, use or dispose of any and all stores, factories, machinery, equipment and supplies of every nature and description necessary, useful or convenient in the manufacturing, producing, processing or marketing of the aforesaid articles and any other items or materials produced or dealt in by the corporation.

To buy, or otherwise acquire, hold, lease, sell, exchange, mortgage, pledge or otherwise dispose of any real estate or real property or personal property, rights, franchises or goodwill necessary to the foregoing; in general to carry on any related or incidental business in connection with the foregoing in all of the State, territories and dependencies of the United States and in foreign countries subject to the provisions of Part 4 of the T.M.C.L.A.

-2-

To indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and necessarily incurred by him in connection with the defense or any action, suit or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, but such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any by-law, agreement, vote or shareholders, or otherwise.

To have in furtherance of the powers conferred upon corporations organized under the provisions of the Maryland General Corporation Law.

FOURTH: The address, including street and number, if any, and the county of municipal area, of the principal office of the corporation within the State of Maryland, is c/o The Prentice-Hall Corporation System, Inc., Maryland, 111 South Calvert Street, Suite 1400, Baltimore, Md. 21202.

FIFTH: The name and the address, including street and number, if any, and the county of municipal area, of the resident agent of the corporation within the State of Maryland, are The Prentice-Hall Corporation System, Maryland, 111 South Calvert Street, Suite 1400, Baltimore, MD 21202.

SIXTH: (1) The total number of shares of stock which the corporation has authority to issue is 500 all of which are of par value of $1.00 dollar each, and are designated as Common Stock.

(2) The aggregate par value of all the authorized shares of stock is $1.00 dollar.

(3) The Board of Directors of the corporation is authorized, from time to time, to issue any additional stock or convertible securities of the corporation without the approval of the holders of outstanding stock.

(4) The Board of Directors of the corporation is authorized, from time to time, to classify or to reclassify, as the case may be, any unissued shares of stock of the corporation.

-3-

(5) Provisions, if any, governing the restriction on the transferability of any or the shares of stock of the corporation may be set forth in the By-laws of the corporation or in any agreement or agreements duly entered into.

(6) To the extent permitted by Section 2–104 (b)(5) of the Maryland General Corporation Law, notwithstanding any provision of the Maryland General Corporation Law requiring greater proportion than a majority of the votes entitled to be cast in order to take or authorize any action, any such action may be taken or authorized upon the concurrence of at least a majority of the aggregate number of votes entitled to be cast thereon.

(7) No holder of any of the shares of any class of the corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of any class of the corporation or for the purchase of any shares, bonds, securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise acquire shares of any class of the corporation; and any and all of such shares, bonds, securities, or obligations of the corporation, whether now or hereafter authorized or created, may be issued, or may be reissued or transferred if the same have been reacquired and have treasury status, and any and all of such rights and options may be granted by the Board of Directors to such persons, firms, corporations, and associations and, for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same, or any thereof, _o any said holder.

SEVENTH: (1) The number of directors of the corporation, until such number shall be changed by the By-laws of the corporation, is three (3).

(2) The names of the persons who will serve as directors of the corporation until the first annual meeting of stockholders and until their successors are elected and qualify are as follows:

Laraine DeGrazia

Linda Scotti

Elaine Moran

(3) The initial By-laws of the corporation shall be adopted by the initial directors. Thereafter, the power to adopt, alter, and repeal the By-laws of the corporation shall be vested in the Board of Directors of the corporation.

-4-

___________________________________________________________________________________________

___________________________________________________________________________________________

___________________________________________________________________________________________

IN WITNESS WHEREOF, I have adopted and signed these Articles of Incorporation and do hereby acknowledge that the adoption and signing are my act.

Dated: August 22, 1988

/s/ Barbara R. Corbett

Barbara R. Corbett

Incorporator

-5-

ARTICLES OF AMENDMENT

(1)

(2) Loews Baltimore Cinemas, Inc. a Maryland corporation hereby certifies to the State Department of Assessments and Taxation of Maryland that:

(3) Article Six of the Articles of Incorporation is hereby amended by adding the following sentence as Section 8:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003”

(4) In accordance with Section 3-301 of Maryland Corporations and Associations Code, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation, et al., case number 01-40365, confirmed and approved on March 1, 2002.

We the undersigned Vice President and Assistant Secretary swear under penalties of perjury that the foregoing is a corporate act.

(5)	/s/ John C. McBride	(5)	/s/ Bryan Berndt
	John C. McBride, Jr.		Bryan Berndt
	(Assistant Secretary)		(Vice President)
(6)	Loews Cineplex Entertainment Corporation
	711 Fifth Avenue, 11th Floor
	New York, New York 10022

STATE OF MARYLAND

I hereby certify that this is a true and complete copy of the _________ page document on file in this office. DATED: 7-14-04.

STATE DEPARTMENT OF ASSESSMENTS AND TAXATION

BY:	/s/ Illegible	, Custodian
This stamp replaces our previous certification system. Effective: 6/95

EX-3.2.69

Exhibit 3.2.69

_________ DEPARTMENT OF ASSESSMENT

AND TAXATION

APPROVED FOR RECORD

ARTICLES OF INCORPORATION

OF

LOEWS CENTERPARK CINEMAS, INC.

10-10-89 at 10:19______

The undersigned, being a natural person and acting as incorporator, does hereby adopt the following Articles of Incorporation for the purpose of forming a business corporation in the State of Maryland, pursuant to the provisions of the Maryland General Corporation Law.

FIRST: (1) The name of the incorporator is Barbara R. Corbett.

(2) The said incorporator’s address, including the street and number, if any, including the county or municipal area, and including the state or country is 400 Plaza Drive, Secaucus, New Jersey 07094.

(3) The said incorporator is at least eighteen years of age.

(4) The said incorporator is forming the corporation named in these articles of Incorporation under the general laws of the State of Maryland, to wit, the Maryland General Corporation Law.

SECOND: The name of the corporation (hereinafter called the “corporation”) is

LOEWS CENTERPARK CINEMAS, INC.

THIRD: The corporation is formed for the following purpose or purposes:

To own, acquire, purchase, erect, equip, lease, operate, __________ and conduct motion picture theatres, drive-in _______________, opera houses, public halls and theatres and _________ of every kind and description to process, __________ manufacture, purchase, sell, lease, hire, ___________ performances and attractions of various kinds and natures, including moving pictures, ___________ operatic, musical and dance performances, and intellectual and instructive entertainment, ___________, produce, purchase, own, sell, lease, hire, ___________ and otherwise dispose and to ___________ picture machines, cameras, ___________ and articles of all kinds ___________ and plates ______________________ and materials,

supplies, appliances, apparatus, machinery and other articles necessary and convenient for use in connection therewith; to acquire, own and dispose of costumes, scenery, properties, libraries, and other material and property for use in connection with the giving of operatic, dramatic, and motion picture entertainments, and performances of all kinds, to employ and act as agent and manager for, singers, musicians, actors, performers of all kinds, to acquire, own and dispose of (including licensing thereof), plays, scenarios, photo-plays, news, songs, magazines, motion pictures and pictures of all kinds, dramatic and musical______, and motion pictures productions of every kind, to acquire, own, maintain, operate, dispose of and deal with and in studios and other plants and equipment for or in connection with the production of motion pictures and productions of all kinds; to deal in ________ of every kind and description and generally to carry on the business of motion pictures and theatrical proprietors, managers, producers and caterers _________ and to public entertainment and amusements, as well as to the all things necessary and incident thereto.

To manufacture, buy, sell and generally deal in popcorn, candy, beverages, sandwiches, and food of all kinds and ___________ and goods, wares, merchandise, electronic ___________ devices, pinball machines and personal property of every kind.

To purchase, lease or otherwise acquire, hold, improve, sell, lease, mortgage and generally deal in lands, buildings and interests herein.

To own, erect, buy, lease, acquire, hold, use or dispose of any and all stores, factories, machinery equipment and supplies of every nature and description necessary, useful or convenient in the manufacturing, producing, processing or marketing of the stores and articles and any other items or materials produced or dealt in by the corporation.

To buy, or otherwise acquire, hold, lease, sell, exchange, mortgage, pledge or otherwise, dispose of any real estate or ___________ property ___________ property rights _________________ going ____________ business _________________ the State ______________ and in ____________ Part ___________.

-2-

To indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and necessarily incurred by him in connection with the defense or any action, suit or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, but such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any by-law, agreement, vote of shareholders, or otherwise.

To have in furtherance of the powers conferred upon corporations organized under the provisions of the Maryland General Corporation Law.

FOURTH: The address, including street and number, if any, and the county or municipal area, of the principal office of the corporation within the State of Maryland, is c/o The Prentice-Hall Corporation System, Inc., Maryland, 1123 North Eutaw Street, Baltimore City, Maryland 21201.

FIFTH: The name and the address, including street and number, if any, and the county of municipal area, of the resident agent of the corporation within the State of Maryland, are The Prentice-Hall Corporation System, Maryland, 1123 North Eutaw Street, Baltimore City, Maryland 21201.

SIXTH: (1) The total number of shares of stock which the corporation has authority to issue is 500 all of which are of par value of $1.00 dollar each and are designated as Common Stock.

(2) The aggregate par value of all the authorized shares of stock is $1.00 dollar.

(3) The Board of Directors of the corporation is authorized, from time to time, to issue any additional stock or convertible securities of the corporation without the approval of the holders of outstanding stock.

(4) The Board of Directors of the corporation is authorized, from time to time, to classify or to reclassify, as the case may be, any unissued shares of stock of the corporation.

-3-

(5) Provisions, if any, governing the restriction on the transferability of any of the shares of stock of the corporation may be set forth in the By-laws of the corporation or in any agreement or agreements duly entered into.

(6) To the extent permitted by Section 2-104 (b) (5) of the Maryland General Corporation Law, notwithstanding any provision of the Maryland General Corporation Law requiring greater proportion than a majority of the votes entitled to be cast in order to take or authorize any action, any such action may be taken or authorized upon the concurrence of at least a majority of the aggregate number of votes entitled to be cast thereon.

(7) No holder of any of the shares of any class of the corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of any class of the corporation or for the purchase of any shares, bonds, securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise acquire shares of any class of the corporation; and any and all of such shares, bonds, securities, or obligations of the corporation, whether now or hereafter authorized or created, may be issued, or may be reissued or transferred if the same have been reacquired and have treasury status, and any and all of such rights and options may be granted by the Board of Directors to such persons, firms, corporations, and associations, and, for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same, or any thereof, to any said holder.

SEVENTH: (1) The number of directors of the corporation, until such number shall be changed by the By-laws of the corporation, is three (3).

(2) The names of the persons who will serve as directors of the corporation until the first annual meeting of stockholders and until their successors are elected and qualify are as follows:

Laraine DeGrazia

Linda Scotti

Virginia, Castano

(3) The initial By-laws of the corporation shall be adopted by the initial directors. Thereafter, the power to adopt, alter, and repeal the By-laws of the corporation shall be vested in the Board of Directors of the corporation.

-4-

(4) The liability of the directors of the corporation is limited to the fullest extent permitted by the provisions of Section 2-405.2 of the Maryland General Corporation Law, as the same may be amended and supplemented.

(5) the corporation shall, to the fullest extent permitted by the Maryland General Corporation Law, as the same may be amended and supplemented, and, without limiting the generality of the foregoing, in accordance with Section 2-418 of said Maryland General Corporation Law, indemnify any and all persons whom it shall have power to indemnify under said law from and against any and all of the expenses, liabilities or other matters referred to in or covered by said Maryland General Corporation Law.

EIGHTH: From time to time any of the provisions of these Articles of Incorporation may be amended, altered or repealed, and other provisions authorized by the Maryland General Corporation Law at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and any contract rights at any time conferred upon the stockholders of the corporation by these Articles of Incorporation are granted subject to the provisions of this Article.

IN WITNESS WHEREOF, I have adopted and signed these Articles of Incorporation and do hereby acknowledge that the adoption and signing are my act.

Dated: September 26, 1989

/s/ Barbara R. Corbett

Barbara R. Corbett

Incorporator

-5-

ARTICLES OF AMENDMENT

(1)

(2) Loews Centerpark Cinemas, Inc. a Maryland corporation hereby certifies to the State Department of Assessments and Taxation of Maryland that:

(3) Article Six of the Articles of Incorporation is hereby amended by adding the following sentence as Section 8:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003”

(4) In accordance with Section 3-301 of Maryland Corporations and Associations Code, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation, et al., case number 01-40390, confirmed and approved on March 1, 2002.

We the undersigned Vice President and Assistant Secretary swear under penalties of perjury that the foregoing is a corporate act.

(5)	/s/ John C. McBride, Jr.	(5)	/s/ Bryan Berndt
	John C. McBride, Jr.		Bryan Berndt
	(Assistant Secretary)		(Vice President)

(6) Loews Cineplex Entertainment Corporation

711 Fifth Avenue, 11^th Floor

New York, New York 10022

STATE OF MARYLAND

I hereby certify that this is a true and complete copy of the              page document on file in this office. DATED: 7-14-04.

STATE DEPARTMENT OF ASSESSMENTS AND TAXATION

BY:	/s/ Illegible
	Custodian

This stamp replaces our previous certification system. Effective: 6/95

EX-3.2.70

Exhibit 3.2.70

CERTIFICATE OF INCORPORATION

OF

HOWELL THEATRE CORPORATION

THE UNDERSIGNED, of the age of twenty-one years or over for the purposes of forming a corporation pursuant to the provisions of Title 14A, Corporations, General, of the New Jersey Statutes, does hereby execute the following Certificate of Incorporation:

FIRST: The name of the corporation is HOWELL THEATRE CORPORATION.

SECOND: The purpose or purposes for which the corporation is organized is to engage in any activity or business within the purposes for which corporations may be organized under the “New Jersey Business Corporation Act”, (Title 14A).

THIRD: The aggregate number of shares which the corporation shall have authority to issue is One Thousand (1000) shares without nominal or par value.

FOURTH: The address of the corporation’s initial registered office is 252 Madison Avenue, Perth Amboy, New Jersey, 0886_, and the name of the corporation’s initial registered agent at such address is Angeline Pucc1.

FIFTH: The number of directors constituting the initial board of directors shall be three (3); and the names and addresses of the directors are are follows: Wilbur Snapar, Sheraton Iane, Rumson, New Jersey, 07760; Alan Honig, c/o Music Makers Theatres, Inc., 1345 Avenue of the Americas, New York, New York, 10019; Milton Herson, c/o/Music Makers Theaters, Inc., 1345 Avenue of the Americas, New York, New York, 10019.

SIXTH: The name and address of the incorporator is as follows: Catherine Aragona,              Place, Perth Amboy, New Jersey, 08861.

IN WITNESS WHEREOF, the undersigned, the incorporator

of the above named corporation, has hereunto signed this Certificate of Incorporation on the 29^th day of July, 1969.

/s/ Catherine Aragona

CATHERINE ARAGONA

WITNESS:

/s/ Illegible

FILED

MAR 22 2002

STATE TREASURER

New Jersey Department of State

Division of Commercial Recording

Certificate of Amendment to the

Certificate of Incorporation

(For Use by Domestic Profit Corporations)

Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3), Corporations, General of New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

1. The name of the corporation is: Brick Plaza Cinemas, Inc.

2. In accordance with Section 14A:14-24 of the General Corporation Law of New Jersey, this Amendment of the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40517, confirmed and approved on March 1, 2002

3. Article Three of the Certificate of Incorporation shall be amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

Dated this 21 Day of March, 2002

BY:	/s/ Bryan Berndt
	Bryan Berndt Vice President

NCB

FILED

MAR 22 1996

LONNA B. HOOKS

Secretary of State

1078790

CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF INCORPORATION

OF

HOWELL THEATRE CORPORATION

To: Secretary of State

State of New Jersey

Pursuant to the provisions of Section 14A:9-1 of the New Jersey Business Corporation Act, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

1. The name of the corporation is Howell Theatre Corporation

2. The following is a copy of a resolution duly adopted by the Board of Directors of the corporation on March 21, 1996, pursuant to authority conferred upon the said Board of Directors by the Certificate of Incorporation:

Resolved, that Article First of the Certificate of Incorporation be amended to read as follows:

“The name of the corporation is Brick Plaza Cinemas, Inc.”

3. The Certificate of Incorporation of the corporation is hereby amended so that the designation and number of each class acted upon the aforesaid resolution, and the relative rights, preferences and limitations of each such class, are as stated in the aforesaid resolution.

4.	Voting for	Voting Against
	100%	0%

Dated this 21st day of March, 1996.

HOWELL THEATRE CORPORATION
By:	/s/ Seymour H. Smith
	Seymour H. Smith Executive Vice President/Secretary

EX-3.2.71

Exhibit 3.2.71

___0079 0694

CERTIFICATE OF INCORPORATION

OF TOMS RIVER THEATRE CORP.

We, the undersigned individuals of the age of twenty-one (21) years of age or more, acting as incorporators of a corporation under the New Jersey Business Corporation Act, do hereby adopt the following Certificate of Incorporation for such corporation:

I.

NAME

The name of the corporation is TOMS RIVER THEATRE CORP.

II.

DURATION

The period of the corporation’s duration shall be perpetual.

III.

PURPOSE OR PURPOSES

The corporation shall be for the purpose of any activity within the purposes for which corporations may be organized under the New Jersey Business Corporation Act.

IV.

CAPITALIZATION

The aggregate number of shares which the corporation shall have authority to issue is Five Hundred (500), without nominal or par value.

V.

REGISTERED OFFICE

The address of the corporations initial registered office is 1319 Memorial Drive, City of Asbury Park, County of Monmouth and State of New Jersey and the of the corporation’s initial registered agent at such address is Robert E. Levy.

VI.

DIRECTORS

The number of directors constituting the initial Board of Directors is three (3) and the names and addresses of the persons who are to serve as directors under the first annual meeting of the shareholders, or until their successors are elected and qualified are:

Name	Address
Robert E. Levy	1319 Memorial Drive, Asbury Park, New Jersey 07712
Beverley P. Snee	1600 Emory Street, Asbury Park, New Jersey 07712
Kim A. Moore	600 Richmond Avenue, Point Pleasant Beach, New Jersey 08742

The number of directors of the corporation set forth above shall constitute the authorized number of directors until changed by an amendment of a by-law adopted by the vote or the written consent of the holders of the majority of the then outstanding shares of stock in the corporation.

VII.

INCORPORATORS

Name	Address
Robert E. Levy	1319 Memorial Drive, Asbury Park, New Jersey 07712
Beverley P. Snee	1600 Emory Street, Asbury Park, New Jersey 07712
Kim A. Moore	600 Richmond Avenue, Point Pleasant Beach, New Jersey 08742

IN WITNESS WHEREOF, we have hereunto set our hands this 19th day of July, 1976.

/s/    ROBERT E. LEVY        

ROBERT E. LEVY

/s/    BEVERLEY P. SNEE        

BEVERLEY P. SNEE

/s/    KIM A. MOORE        

KIM A. MOORE

FILED AND RECORDED

JUL 20 1975

J. EDWARD CRABIEL

Secretary of State

LICENSE FEE	$	25
FILING FEE	$	35
CERTIFYING COPY
TOTAL	$	60

Robert E. Levy

1319 Memorial Drive

Asbury Park, N.J. 07712

Illegible

FILED

MAY 25 1999

James A. DiEleuterio, Jr.

State Treasurer

New Jersey Department of the Treasury

Division of Revenue

Certificate of Amendment to the Certificate

of Incorporation by the Incorporator(s)

(For Use by Domestic Profit and Nonprofit Corporations)

Check Appropriate Statute:

x	______________	New Jersey Profit Corporation Act (File in Duplicate) New
¨	______________	Jersey Nonprofit Corporation Act ( File in Triplicate)

The Undersigned Incorporator(s), for the purpose of amending the original Certificate of Incorporation, does (do) hereby execute the following. Certificate of Amendment, pursuant to the provisions of the appropriate Statute, checked above, of the New Jersey Statutes.

1. Name of Corporation:     TOMS RIVER THEATRE CORP.

2. Corporation number:       0100 0223 48

3. Article First of the Certificate of Incorporation is hereby amended to read as follows: JERSEY GARDEN CINEMAS, INC.

4. The foregoing amendment was adopted by the unanimous consent of the Incorporator(s) before the organisation meeting at the first Board of Directors/Trustees.

5. Other provisions:

Signature:	/s/    JUDI OLSEN         Judi Olsen, Incorporator	Date:	5/24/99
	/s/    TRAVIS REID         Travis Reid, President	Date:	5/24/99
	/s/    JOHN WALKER         John Walker, Sr. Vice President	Date:	5/24/99
	/s/    JOHN C. MCBRIDE         John C. McBride, Jr., Sr. Vice President	Date:	5/24/99
	/s/    SEYMOUR H. SMITH         Seymour H. Smith, Sr. Vice President	Date:	5/24/99

New Jersey Department of State

Division of Commercial Recording

Certificate of Amendment to the

Certificate of Incorporation

(For Use by Domestic Profit Corporations)

Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3), Corporations General of New Jersey Statues, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

1. The name of the corporation is: Jersey Garden Cinemas, Inc.

2. In accordance with Section 14A:14-24 of the General Corporation Law of New Jersey, this Amendment of the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40431, confirmed and approved on March 1, 2002

3. Article Four of the Certificate of Incorporation shall be amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

Dated this 21 Day of March, 2002

BY:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President

EX-3.2.72

Exhibit 3.2.72

ARTICLES OF INCORPORATION	FILED
OF	MAY 19, 1988
LOEWS EAST HANOVER CINEMAS, INC.	JANE BURGIO
	Secretary of State

0443783

THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the New Jersey Business Corporation Act, hereby certifies as follows:

FIRST: The name of the corporation is LOEWS EAST HANOVER CINEMAS, INC.

SECOND: Its initial registered office is to be located at 400 Plaza Drive, Secaucus, New Jersey 07094. The name of its initial registered agent at that address is Loews Theatre Management Corp.

THIRD: The purposes of the corporation is to engage in any activity within the purposes for which a corporation may be organized under the New Jersey Business Corporation Act.

FOURTH: The aggregate number of shares which the corporation is authorized to issue is Five Hundred (500) Shares having a par value of One ($1.00) Dollar per share.

FIFTH: The name and address of the incorporator is:

Barbara R. Corbett

400 Plaza Drive

Secaucus, New Jersey 07094

SIXTH: The number of directors constituting the first board is (3) and the names and addresses of the persons who are to serve as such directors are:

Laraine DeGrazia

400 Plaza Drive

Secaucus, New Jersey 07094

Linda Scotti

400 Plaza Drive

Secaucus, New Jersey 07094

Elaine Moran

400 Plaza Drive

Secaucus, New Jersey 07094

IN WITNESS WHEREOF, I have hereunto set my hand and seal the 16th day of May, 1988.

/s/    BARBARA R. CORBETT        

Barbara R. Corbett

Incorporator

New Jersey Department of State

Division of Commercial Recording

Certificate of Amendment to the

Certificate of Incorporation

(For Use by Domestic Profit Corporations)

Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3) Corporations, General of New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

1. The name of the corporation is: Loews East Hanover Cinemas, Inc.

2. In accordance with Section 14A:14-24 of the General Corporation Law of New Jersey, this Amendment of the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40571, confirmed and approved on March 1, 2002

3. Article Four of the Certificate of Incorporation shall be amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

Dated this 21 day of March, 2002

BY:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President

EX-3.2.73

Exhibit 3.2.73

INB

FILED

AUG 25 1989

JANE BURGIO

Secretary of State

0564032

ARTICLES OF INCORPORATION

OF

LOEWS FREEHOLD MALL CINEMAS, INC.

THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the New Jersey Business Corporation Act, hereby certifies as follows:

FIRST: The name of the corporation is LOEWS FREEHOLD MALL CINEMAS, INC.

SECOND: Its initial registered office is to be located at 400 Plaza Drive, Secaucus, New Jersey 07094. The name of its initial registered agent at that address is Loews Theatre Management Corp.

THIRD: The purposes of the corporation is to engage in any activity within the purposes for which a corporation may be organized under the New Jersey Business Corporation Act.

FOURTH: The aggregate number of shares which the corporation is authorized to issue is Five Hundred (500) Shares having a par value of One ($1.00) Dollar per share.

FIFTH: The name and address of the incorporator is:

Barbara R. Corbett

400 Plaza Drive

Secaucus, New Jersey 07094

SIXTH: The number of directors constituting the first board is (3) and the names and addresses of the persons who are to serve as such directors are:

Virginia Castano

400 Plaza Drive

Secaucus, New Jersey 07094

Laraine De Grazia

400 Plaza Drive

Secaucus, New Jersey 07094

Linda Scotti

400 Plaza Drive

Secaucus, New Jersey 07094

IN WITNESS WHEREOF, I have hereunto set my hand and seal the 16th day of August, 1989.

/s/    BARBARA R. CORBETT        

Barbara R. Corbett

New Jersey Department of State

Division of Commercial Recording

Certificate of Amendment to the

Certificate of Incorporation

(For Use by Domestic Profit Corporations)

Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3), Corporations, General of New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

1. The name of the corporation is: Loews Freehold Mall Cinemas, Inc.

2. In accordance with Section 14A:14-24 of the General Corporation Law of New Jersey, this Amendment of the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40573, confirmed and approved on March 1, 2002

3. Article Four of the Certificate of Incorporation shall be amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

Dated this 21 day of March, 2002

BY:	/s/    BRYAN BERNDT
	Bryan Berndt Vice President

EX-3.2.74

Exhibit 3.2.74

INB

FILED

SEP 18 1986

JANE BURGIO

Secretary of State

0310007

ARTICLES OF INCORPORATION

OF

LOEWS MEADOWLAND CINEMAS 8, INC.

THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the New Jersey Business Corporation Act, hereby certifies as follows:

FIRST: The name of the corporation is LOEWS MEADOWLAND CINEMAS 8, INC.

SECOND: Its initial registered office is to be located at 150 West State Street, Trenton, New Jersey 08608. The name of its initial registered agent at that address is United States Corporation Company.

THIRD: The purposes of the corporation is to engage in any activity within the purposes for which a corporation may be organized under the New Jersey Business Corporation Act.

FOURTH: The aggregate number of shares which the corporation is authorized to issue is Five Hundred (500) Shares having par value of One ($1.00) Dollar per share.

FIFTH: The name and address of the incorporator is:

Barbara R. Corbett

666 Fifth Avenue

New York, New York 10103

SIXTH: The number of directors constituting the first board is (3) and the names and addresses of the persons who are to serve as such directors are:

Laraine De Grazia

666 Fifth Avenue

New York, New York

Linda Scotti

666 Fifth Avenue

New York, New York

Richard Fay

666 Fifth Avenue

New York, New York

IN WITNESS WHEREOF, I have hereunto set my hand and seal the 15th day of September, 1986.

/s/    BARBARA R. CORBETT        

Barbara R. Corbett

New Jersey Department of State

Division of Commercial Recording

Certificate of Amendment to the

Certificate of Incorporation

(For Use by Domestic Profit Corporations)

Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3), Corporations General of New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

1. The name of the corporation is: Loews Meadowland Cinemas 8, Inc.

2. In accordance with Section 14A:14-24 of the General Corporation Law of New Jersey, this Amendment of the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40544, confirmed and approved on March 1, 2002.

3. Article Four of the Certificate of Incorporation shall be amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

Dated this 21 day of March, 2002

BY:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President

EX-3.2.75

Exhibit 3.2.75

____________________

CERTIFICATE OF INCORPORATION

OF

LOEWS MEADOWLAND CINEMAS, INC.

THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the New Jersey Business Corporation Act, hereby certifies as follows:

FIRST: The name of the corporation is:

LOEWS MEADOWLAND CINEMAS, INC.

SECOND: Its initial registered office is to be located at 15 Exchange Place, Jersey City, New Jersey 07302. The name of its initial registered agent at that address is United States Corporation Company.

THIRD: The purposes of the corporation is to engage in any activity within the purposes for which a corporation may be organized under the New Jersey Business Corporation Act.

FOURTH: The aggregate number of shares which the corporation is authorized to issue is Five Hundred (500) shares having a par value of One ($1.00) Dollar per share.

FIFTH: The name and address of the incorporator is:

Mildred Daniels

666 Fifth Avenue

New York, N. Y. 10103

SIXTH: The number of directors constituting the first board is (3) and the names and addresses of the persons who are to serve as such directors are:

Mildred Daniels

666 Fifth Avenue

New York, N. Y. 10103

Marie Moore

666 Fifth Avenue

New York, N. Y. 10103

Carol Dok_orski

666 Fifth Avenue

New York, N. Y. 10103

IN WITNESS WHEREOF, I have hereunto set my hand and seal the 13th day of October, 1981,

/s/    MILDRED DANIELS (L.S.)        

Mildred Daniels

New Jersey Department of State

Division of Commercial Recording

Certificate of Amendment to the

Certificate of Incorporation

(For Use by Domestic Profit Corporations)

Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3), Corporations, General of New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

1. The name of the corporation is: Loews Meadowland Cinemas, Inc.

2. In accordance with Section 14A:14-24 of the General Corporation Law of New Jersey, this Amendment of the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40546, confirmed and approved on March 1, 2002

3. Article Four of the Certificate of Incorporation shall be amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

Dated this 21 day of March, 2002

BY:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President

EX-3.2.76

Exhibit 3.2.76

INB

FILED

OCT _ 1991

JOAN HABERLE

Secretary of State

0722468

ARTICLES OF INCORPORATION

OF

LOEWS MOUNTAINSIDE CINEMAS, INC.

THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the New Jersey Business Corporation Act, hereby certified as follows:

FIRST: The name of the corporation is LOEWS MOUNTAINSIDE CINEMAS, INC.

SECOND: Its initial registered office is to be located at 400 Plaza Drive, Secaucus, New Jersey 07094. The name of its initial registered agent at that address is Loews Theatre Management Corp.

THIRD: The purposes of the corporation is to engage in any activity within the purposes for which a corporation may be organized under the New Jersey Business Corporation Act.

FOURTH: The aggregate number of shares which the corporation is authorized to issue is Five Hundred (500) Shares having a par value of One ($1.00) Dollar per share.

FIFTH: The name and address of the incorporator is:

Judi A. Olsen

400 Plaza Drive

Secaucus, New Jersey 07094

SIXTH: The number of directors constituting the first board is (3) and the names and addresses of the persons who are to serve as such directors are:

A. Alan Friedberg

400 Plaza Drive

Secaucus, New Jersey 07094

Robert F. Smerling

400 Plaza Drive

Secaucus, New Jersey 07094

Seymour H. Smith

400 Plaza Drive

Secaucus, New Jersey 07094

IN WITNESS WHEREOF, I have hereunto set my hand and seal the 27th day of September, 1991.

/s/    JUDI A. OLSEN        

Judi A. Olsen

Incorporator

New Jersey Department of State

Division of Commercial Recording

Certificate of Amendment to the

Certificate of Incorporation

(For Use by Domestic Profit Corporations)

Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3), Corporations, General of New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

1. The name of the corporation is: Loews Mountainside Cinemas, Inc.

2. In accordance with Section 14A:14-24 of the General Corporation Law of New Jersey, this Amendment of the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40564, confirmed and approved on March 1, 2002

3. Article Four of the Certificate of Incorporation shall be amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

Dated this 21 day of March, 2002

BY:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President

EX-3.2.77

Exhibit 3.2.77

CERTIFICATE OF INCORPORATION

OF

NEW JERSEY AMUSEMENT CORPORATION

*  *  *  *  *

THIS IS TO CERTIFY that we, the undersigned, do hereby associate ourselves into a corporation under and by virtue of Title 14, Corporations, General, Revised Statutes of New Jersey, and the several supplements thereto and acts amendatory thereof, and do severally agree to take the number of shares of capital stock set opposite our respective names.

FIRST: The name of the corporation is NEW JERSEY AMUSEMENT CORPORATION.

SECOND: The location of its principal office in the State of New Jersey is 15 Exchange Place, Jersey City, and The Corporation Trust Company is designated as the agent therein and in charge thereof upon which process against this corporation may be served.

THIRD: The objects for which the corporation is formed are:

To carry on the business of theatre proprietors, managers and directors, and in particular, to provide for the production, presentation and performance of motion pictures, operas, stage plays, musical comedies, sporting events, radio and television programs of all types and description, and other forms of amusement including amusement parks, drive-in theatres, carnivals and circuses, and in connection therewith, to own, operate, control, buy, rent, sell, lease, sublease, mortgage, or otherwise acquire or dispose of theatres and other places of entertainment and any and all rights and privileges therein, and real property for the purpose of erecting and operating theatres and other places of entertainment, and to own, control, buy, sell, rent, lease, sublease, mortgage or otherwise acquire or dispose of all forms of personal property necessary or incidental to the operation and control of theatres and other places of entertainment.

To manufacture, produce and trade in motion pictures and motion picture photoplays of every nature, kind and description, and in all gauges of film, and to own, buy, sell, rent, lease, sublease, distribute, exploit, import, export, exhibit, and license others to lease, exploit, distribute and exhibit the same by any means now known or which may hereafter be known.

To acquire by purchase, lease, assignment or otherwise, and to own, use, exploit, produce, present, sell, lease,

assign, transfer, mortgage and generally deal in and with motion picture scenarios, radio and television programs, stage plays, operas, dramas, ballets, musical comedies, books, and any other literary, dramatic and musical material, both copyrighted and uncopyrighted, and to copyright the same.

To manufacture, assemble, construct, buy, rent, or otherwise acquire and to use, license, sell or otherwise dispose of cameras, machines or mechanical devices or contrivances commonly known as motion picture machines, and all other mechanical devices and contrivances which can or may be used in the exposure, development, preparation, projection and exhibition of motion picture films, or other films, plates, slides or pictures of any kind whatsoever, either with or without talking contrivances therewith synchronized or otherwise adapted and all other devices, machines, or contrivances used in connection with the production, exhibition, television, projection and presentation of plays, moving pictures, operas, ballets, musical comedies, and other dramatic and musical productions, sporting events, books and events of public interest and to manufacture, construct, assemble, buy, rent, import, or otherwise acquire, own, operate, use, sell, export, mortgage, lease, license or otherwise deal in or with any and all parts, appurtenances, materials, and articles of a similar nature, which may be used in and in connection with the said machines, mechanical devices and contrivances.

To carry on the business of a motion picture laboratory, and to print, develop, cut and edit negative and positive films of any and all kinds; to title and sub-title the same and to do any and all things necessary or incidental to the business of a motion picture laboratory.

To erect, build, own, operate, equip, control, buy, sell, lease, sublease, mortgage, or otherwise deal in and with motion picture studios and other places for the production of motion pictures, radio broadcasting, television, and sound recording studios, plants and factories of all kinds and description, laboratories, music publishing houses, printing establishments for the publication of music, and real property of every kind and description, within or without the State of New Jersey, and to invent, manufacture, buy, lease and otherwise acquire, to maintain and operate, and to sublease, assign, sell, otherwise dispose of, and to otherwise deal in or with any and all forms of machinery, instruments, implements, devices and other personal property necessary or incidental to the ownership, maintenance, operation and control of motion picture studios and other places for the production of motion pictures, radio broadcasting, television, and sound recording studios, plants and factories of all kinds and description, laboratories, music publishing houses and printing establishments for the publication of music.

To furnish advertising matter and material in connection with radio and television programs and otherwise, and to carry on advertising business and to do any acts or things in connection with the business of advertising.

To broadcast, telecast, exhibit, disseminate, distribute, transmit, re-transmit, by means of electricity, magnetism, electro-static or electro-magnetic waves, variations or impluses, whether conveyed by wires or radiated through space, or by any other means or method now or hereafter known or discovered, including but not limited to projection by television, radio or in any other manner whether now known or hereafter known, invented or created, news, music, entertainment, speeches, sermons, photographs, pictures, scenes, plays and advertising, informative matters, athletic and sporting events, or any of them, or any combination of them, and to provide and furnish for the use of others, facilities for any of such purposes, and to produce, originate, sponsor and distribute any of the foregoing.

To employ personnel necessary or incidental to the conduct of any of the businesses of the corporation, and to enter into, make and perform contracts of all kinds and descriptions necessary to the businesses of the corporation.

To design, create, make, patent, manufacture, record, transmit, produce, make copies of, sell, lease, license, import and export and generally deal in records, discs, transcriptions, tape, film and prints, wire and the product of all other methods and means, known or hereafter

known serving to produce and re-produce in any and every present and future manner, medium and form, musical, literary, dramatic and non-dramatic, and all other manner of works, material, compositions, presentations and productions.

To manufacture, buy and sell at retail and wholesale, distribute and otherwise deal in and with beverages, alcoholic and nonalcoholic, candy and confections of every kind and description and other products related thereto.

To engage in the businesses of purchasing, holding, owning, selling, controlling, leasing, subleasing, mortgaging, managing, operating and otherwise dealing in and with land, buildings and other real property, of every kind and description, within or without the State of New Jersey, and to do all things pertaining to a general real estate business.

To conduct and carry on the business of builders and contractors for the purpose of building, erecting, altering, repairing and doing any other work in connection with any and all classes of buildings, improvements, erections and works, of any kind and nature whatsoever.

To manufacture, buy, sell, export, import, and otherwise deal in and with all kinds of building and construction materials.

To engage in the business of conducting and operating hotels, motels, resorts and other businesses pertaining thereto.

To engage in the business of conducting and operating restaurants, cafes and cafeterias, and other businesses pertaining thereto.

To manufacture, purchase or otherwise acquire goods, merchandise and personal property of every class, and to hold, own, mortgage, sell or otherwise dispose of, trade, deal in and with the same.

To purchase, take by devise or bequest, hold, mortgage and convey such real estate as the purposes of the corporation shall require and all other real estate which shall have been conveyed to the corporation by way of security or in satisfaction of debts or purchased at sales upon judgment or decree duly obtained.

To acquire and pay for in cash, stock or bonds of this corporation, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.

To apply for, obtain, register, purchase, lease or otherwise acquire, and to hold, use, own, operate and introduce, and to sell, assign or otherwise dispose of, any trade-marks, trade names, copyrights, patents, inventions, improvements and processes used in connection with or secured under letters patent of the United States or any foreign country, and to use, exercise, develop, grant licenses in respect of, or otherwise to turn to account any such trade-marks, trade

names, patents, licenses, processes, copyrights, or any such property or rights.

To purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock of, or any bonds, securities or evidences of indebtedness created by any other corporation or corporations organized under the laws of New Jersey or any other state or any foreign country, always subject, however, to the laws of the State of New Jersey, and while the owner of such stock, to exercise all the rights, powers, and privileges of ownership, including the right to vote thereon.

To enter into, make, perform and carry out contracts of every kind and for any lawful purpose with any person, firm, association, corporation or body politic or government.

To borrow or raise money without limit as to amount and to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness and to secure the payment of any of the foregoing and the interest thereon by mortgage upon or pledge, or assignment in trust of the whole or any part of the property of the corporation, and to sell, pledge or otherwise dispose of such bonds and other evidences of indebtedness for the purposes of the corporation.

To purchase, hold, reissue and sell the shares of its own capital stock, provided that shares of its own capital stock belonging to it shall not be voted upon directly or indirectly.

To conduct business in any of the states, territories, possessions or dependencies of the United States, in the District of Columbia, and in any and all foreign countries, and to have one or more offices therein and to hold, purchase, mortgage and convey real and personal property therein without limit as to amount, but always subject to the laws of such state, territory, possession, dependency or country.

In general, to carry on any other business in connection with the foregoing, and to have and exercise all the powers conferred by Title 14, Corporations, General, Revised Statutes of New Jersey, and to do any or all of the things hereinbefore set forth to the same extent as natural persons might or could do, and in any part of the world.

The foregoing clauses shall be construed both as objects and powers and, except where otherwise expressed, such objects and powers shall be in nowise limited or restricted by reference to or inference from the terms of any other clause in this certificate of incorporation, but the objects and powers so specified shall be regarded as independent objects and powers, and it is hereby expressly provided that the foregoing enumeration of specific powers shall

not be held to limit or restrict in any manner the powers of the corporation.

FOURTH: The total number of shares of stock authorized is one thousand (1,000), all of which shares are without nominal or par value.

Such stock without nominal or par value may be issued by the corporation from time to time for such consideration as may be fixed from time to time by the board of directors thereof.

FIFTH: The number of shares with which the corporation will commence business is ten (10) shares of stock without nominal or par value.

SIXTH: The names and post-office addresses of the incorporators and the number of shares subscribed for by each are as follows:

NAMES	POST-OFFICE ADDRESSES	NO. OF SHARES
EDMUND F. KNITTER	15 Exchange Place, Jersey City, N. J.	8
JOSEPH P. SAUTER	15 Exchange Place, Jersey City, N. J.	1
EDWARD A. CARLIN	15 Exchange Place, Jersey City, N. J.	1

SEVENTH: The duration of the corporation is to be perpetual.

EIGHTH: In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter and amend the by-laws of the corporation.

To fix and vary the amount of the working capital of the corporation and to determine what, if any, dividends shall be declared and paid.

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose or to abolish any such reserve in the manner in which it was created.

By a resolution passed by a majority vote of the whole board, if so provided in the by-laws, to designate two or more of its number to constitute an executive committee, which committee shall exercise, as provided in said resolution or in the by-laws, the powers of the board of directors in the management of the business, affairs and property of the corporation during the intervals between the meetings of the directors.

To determine from time to time whether and, if allowed, under what conditions and regulations the accounts and books of the corporation (other than the stock and

transfer books), or any of them, shall be open to the inspection of the stockholders, and the stockholders’ rights in this respect are and shall be restricted and limited accordingly.

When and as authorized by the affirmative vote of two-thirds in interest of the holders of each class of stock having voting powers on such proposal given at a stockholders’ meeting duly called for that purpose, or when authorized by the written consent of two-thirds in interest of the holders of each class of stock having voting powers on such proposal, the board of directors shall have power and authority, by action taken at any meeting, to sell or exchange all or substantially all of its property and assets, including its good will, upon such terms and conditions and for such considerations, which may be in whole or in part shares of stock or other securities, or both, of any other corporation or corporations as the board of directors shall deem expedient and for the best interest of the corporation.

NINTH: The corporation may have one or more offices within or outside the State of New Jersey at which the directors may hold their meetings and keep the books of the corporation, but the corporation shall always keep at its principal office in New Jersey a transfer book in which the transfers of stock can be made, entered and registered, and also a book containing the names and addresses of the

stockholders and the number of shares held by them respectively, which shall be open at all times during business hours to the examination of the stockholders. Elections of directors need not be by ballot unless the by-laws of the corporation shall so provide.

TENTH: The corporation reserves the right to amend, alter or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this 21st day of June, 1955.

/s/    EDMUND F. KNITTER	(L.S.)
(Edmund F. Knitter)
/s/    JOSEPH P. SAUTER	(L.S.)
(Joseph P. Sauter)
/s/    EDWARD A. CARLIN	(L.S.)
(Edward A. Carlin)

STATE OF NEW JERSEY	)
	)	ss :
COUNTY OF HUDSON	)

BE IT REMEMBERED that on this 21st day of June 1955, before the undersigned, a notary public in the State of New Jersey, personally appeared Edmund F. Knitter, Joseph P. Sauter, Edward A. Carlin who I am satisfied are the persons named in and who executed the foregoing certificate, and I having first made known to them, and each of them, the contents thereof, they did each acknowledge that they signed and sealed the same as their voluntary act and deed, for the uses and purposes therein expressed.

	/s/    JOSEPH ADLER
	(Joseph Adler)
(SEAL)	Notary Public, N. J.
	JOSEPH ADLER
	NOTARY PUBLIC, of New Jersey
	My commission Expires Feb 28, 1959

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION

OF

NEW JERSEY AMUSEMENT CORPORATION

New Jersey Amusement Corporation, a corporation duly organized under the laws of the State of New Jersey, by its Vice-President and Secretary, does hereby certify that:

FIRST: The principal office of the corporation in the State of New Jersey is at 1 Exchange Place, c/o First National Bank of Jersey City, County of Hudson, and the agent therein and in charge thereof and upon whom process against the corporation may be served is August H. Lages.

SECOND: The following amendment has been adopted in accordance with the provisions of the General Corporation Law of the State of New Jersey by the Board of Directors passing a resolution that said amendment is advisable and by the consent in writing in favor of said amendment by all of the stockholders in interest of each class of stockholders having voting power, said stockholders having dispensed with a meeting of stockholders and a vote thereat under the authority of said General Corporation Law, as amended by Laws of 1964, Chapter 177:

Article FIRST of the Certificate of Incorporation is deleted in its entirety and the following new Article is substituted in lieu thereof:

“FIRST: The name of the corporation is LOEW’S NEW JERSEY HOTEL CORP.”

IN WITNESS WHEREOF, the said NEW JERSEY AMUSEMENT CORPORATION has made under its corporate seal and signed by ARTHUR J. RAPORTE, its Vice-President, and LESTER POLLACK, its Secretary, the foregoing certificate, and the said ARTHUR J. RAPORTE, as Vice-President, and the said LESTER POLLACK, as Secretary, have hereunto respectively set their hands and caused the corporate seal of the said corporation to be affixed this 6th day of February, 1968.

NEW JERSEY AMUSEMENT CORPORATION
By:	/s/    Illegible
	Vice-President
By:	/s/    Illegible
	Secretary

Attest:

/s/    Illegible        

Assistant Secretary

STATE OF NEW YORK	:
		SS
COUNTY OF NEW YORK	:

BE IT REMEMBERED that on this 6th day of February, 1968, before me, the subscriber, a Notary Public residing in and authorized by the laws of the State of New York, personally appeared SEYMOUR H. SMITH, Assistant Secretary of NEW JERSEY AMUSEMENT CORPORATION, the corporation named in and which executed the foregoing certificate, who, being by me duly sworn, according to law, does depose and say and make proof to my satisfaction that he is the Assistant Secretary of said corporation; that the seal affixed to said certificate is the corporate seal of said corporation, the same being well known to him, that it was affixed by order of said corporation; that ARTHUR J. RAPORTE is the Vice-President of said corporation and LESTER POLLACK is the Secretary of said corporation; that he saw said ARTHUR J. RAPORTE as such Vice-President and LESTER POLLACK as such Secretary sign said certificate and affix said seal thereto and deliver said certificate, and heard him declare that they signed, sealed and delivered said certificate as the voluntary act and deed of said corporation by its order and by authority of its Board of Directors and by the consent in writing of all of the stockholders in interest having voting power, for the uses and purposes therein expressed, and that SEYMOUR H. SMITH signed his name thereto at the same time as subscribing witness and Assistant Secretary of the corporation.

Subscribed and sworn to before me the day and year aforesaid.

/s/    LLOYD I. ROOS        

LLOYD I. ROOS

Notary Public, State of New York

No. _________________

Qualified in New York County

Commission Expires March 30, 1969

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LOEW’S NEW JERSEY HOTEL CORP.

The undersigned corporation, for the purpose of amending its Certificate of Incorporation and pursuant to the provisions of Section 14A: 9-4-(3) of the New Jersey Business Corporation Act, hereby executes the following Certificate of Amendment:

FIRST: The name of the corporation is LOEW’S NEW JERSEY HOTEL CORP.

SECOND: The following amendment was adopted by the shareholders on October 3, 1980, in the manner prescribed by the New Jersey Business Corporation Act:

Article FIRST of the Certificate of Incorporation is deleted in its entirety and the following new Article is substituted in lieu thereof:

“FIRST: The name of the Corporation is LOEWS NEW JERSEY CINEMAS, INC.

THIRD: The number of shares of the corporation entitled to vote at the time of the adoption of said amendment was all.

FOURTH: The adoption of said amendment was by the written consent of all the outstanding shares in lieu of a meeting of shareholders.

IN WITNESS WHEREOF, LOEW’S NEW JERSEY HOTEL CORP., has caused this Certificate to be executed on its behalf by its President.

Dated: October 6, 1980.

LOEW’S NEW JERSEY HOTEL CORP.
By	/s/    BERNARD MYERSON
	BERNARD MYERSON,
	PRESIDENT

EX-3.2.78

Exhibit 3.2.78

NCB

TYPE ALL INFORMATION

EXCEPT SIGNATURES.

FILED

JUN 12 1991

JOAN HABERLE

Secretary of State

0701143

CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF INCORPORATION OF

Loews Rahway Cinemas, Inc.

(For Use by Domestic Corporations Only)

To: The Secretary of State State of New Jersey

“FEDERAL EMPLOYER IDENTIFICATION NO.” 13-3367033

Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3), Corporations, General, of the New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

1. The name of the corporation is Loews Rahway Cinemas, Inc.

2. The following amendment to the Certificate of Incorporation was approved by the directors and thereafter duly adopted by the shareholders of the corporation on the 31st day of May, 1991:

Resolved, that Article First of the Certificate of Incorporation be amended to read as follows:

“The name of the corporation is Loews Newark Cinemas, Inc.”

3. The number of shares outstanding at the time of the adoption of the amendment was 500. The total number of shares entitled to vote thereon was 500.

If the shares of any class or series are entitled to vote thereon as a class, set forth below the designation and number of outstanding shares entitled to vote thereon of each such class or series. (Omit if not applicable.)

4. The number of shares voting for and against such amendment is as follows: (If the shares of any class or series are entitled to vote as a class, set forth the number of shares of each such class and series voting for and against the amendment, respectively.)

Number of Shares Voting For Amendment	Number of Shares Voting Against Amendment
500	0

(If the amendment is accompanied by a reduction of stated capital, the following clause may be inserted in the Certificate of Amendment, in lieu of filing a Certificate of Reduction under Section 14A:7-19, Corporations, General, of the New Jersey Statutes, Omit this clause if not applicable.)

(Omit if not applicable)

(Use the following only if an effective date, not later than 30 days subsequent to the date of filing is desired.)

Dated this 31st day of May, 1991.

Loews Rahway Cinemas, Inc.
(Corporate Name)
By	/s/    SEYMOUR H. SMITH	*
	(Signature)
	Seymour H. Smith, Executive Vice President
	(Type or Print Name and Title)

(*May be executed by the chairman of the board, or the president, or a vice-president of the corporation.)

Filing Fee $ 50.00

NOTE: No recording fees will be assessed.

FOLDER NO.:
	CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF	RECORDED AND FILED:
	Loews Rahway Cinemas, Inc.
	(Domestic Corporations Only)
	FILED BY:
		__________________
		Recorder’s Initials
TRANSACTION NO.:	__________________

ARTICLES OF INCORPORATION

OF

LOEWS RAHWAY CINEMAS, INC.

THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the New Jersey Business Corporation Act, hereby certifies as follows:

FIRST: The name of the corporation is LOEWS RAHWAY CINEMAS, INC.

SECOND: Its initial registered office is to be located at 400 Plaza Drive, Secaucus, New Jersey 07094. The name of its initial registered agent at that address is Loews Theatre Management Corp.

THIRD: The purposes of the corporation is to engage in any activity within the purposes for which a corporation may be organized under the New Jersey Business Corporation Act.

FOURTH: The aggregate number of shares which the corporation is authorized to issue is Five Hundred (500) Shares having a par value of One ($1.00) Dollar per share.

FIFTH: The name and address of the incorporator is:

Barbara R. Corbett

400 Plaza Drive

Secaucus, New Jersey 07094

INB

FILED

MAR 7 1990

JOAN HABERLE

Secretary of State

0607060

SIXTH: The number of directors constituting the first board is (3) and the names and addressed of the persons who are to serve as such directors are:

Virginia Panzer

400 Plaza Drive

Secaucus, New Jersey 07094

Lorraine DeGrazia

400 Plaza Drive

Secaucus, New Jersey 07094

Linda Scotti

400 Plaza Drive

Secaucus, New Jersey 07094

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 23rd day of February, 1990.

/s/    BARBARA R. CORBETT        

Barbara R. Corbett

Incorporator

New Jersey Department of State

Division of Commercial Recording

Certificate of Amendment to the

Certificate of Incorporation

(For Use by Domestic Profit Corporations)

Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3), Corporations. General of New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

1. The name of the corporation is: Loews Newark Cinemas, Inc.

2. In accordance with Section 14A:14-24 of the General Corporation Law of New Jersey, this Amendment of the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40562, confirmed and approved on March 1, 2002

3. Article Four of the Certificate of Incorporation shall be amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

Dated this 21 day of March, 2002

BY:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President

EX-3.2.79

Exhibit 3.2.79

FILED

0330651

DEC 5 1986

JAN BURGIO

Secretary of State

ARTICLES OF INCORPORATION

OF

LOEWS RIDGEFIELD PARK CINEMAS, INC.

THE UNDERSIGNED, in order to form acorporation for the purposes hereinafter stated, under and pursuant to the provisions of the New Jersey Business Corporation Act, hereby certifies as follows:

FIRST: The name of the corporation is LOEWS RIDGEFIELD PARK CINEMAS, INC.

SECOND: Its initial registered office is to be located at 150 West State Street, Trenton, New Jersey 08608. The name of its initial registered agent at that address is United States Corporation Company.

THIRD: The purposes of the corporation is to engage in any activity within the purposes for which a corporation may be organized under the New Jersey Business Corporation Act.

FOURTH: The aggregate number of shares which the corporation is authorized to issue is Five Hundred (500) Shares having a par value of One ($1.00) Dollar per share.

FIFTH: The name and address of the incorporator is:

Barbara R. Corbett

666 Fifth Avenue

New York, New York 10103

SIXTH: The number of directors constituting the first board is (3) and the names and addresses of the persons who are to serve as such directors are:

Richard M. Fay

666 Fifth Avenue

New York, New York 10103

Laraine De Grazia

666 Fifth Avenue

New York, New York 10103

Linda Scotti

666 Fifth Avenue

New York, New York 10103

IN WITNESS WHEREOF, I have hereunto set my hand and seal the 4th day of December, 1986.

/s/    BARBARA R. CORBETT        

Barbara R. Corbett

New Jersey Department of State

Division of Commercial Recording

Certificate of Amendment to the

Certificate of Incorporation

(For Use by Domestic Profit Corporations)

Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3), Corporations, General of New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

1. The name of the corporation is: Loews Ridgefield Park Cinemas, Inc.

2. In accordance with Section 14A:14-24 of the General Corporation Law of New Jersey, this Amendment of the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40491, confirmed and approved on March 1, 2002

3. Article Four of the Certificate of Incorporation shall be amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

Dated this 21 day of March, 2002

BY:	/s/    BRYAN BERNDT
	Bryan Berndt Vice President

EX-3.2.80

Exhibit 3.2.80

INB

FILED

JUN 1 1987

JANE BURGIO

Secretary of State

0369635

ARTICLES OF INCORPORATION

OF

LOEWS TOMS RIVER CINEMAS, INC.

THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the New Jersey Business Corporation Act, hereby certifies as follows:

FIRST: The name of the corporation is LOEWS TOMS RIVER CINEMAS, INC.

SECOND: Its initial registered office is to be located at 150 West State Street, Trenton New Jersey 08608. The name of its initial registered agent at that address is United States Corporation Company.

THIRD: The purposes of the corporation is to engage in any activity within the purposes for which a corporation may be organized under the New Jersey Business Corporation Act.

FOURTH: The aggregate number of shares which the corporation is authorized to issue is Five Hundred (500) Shares having par value of One ($1.0) Dollar per share.

FIFTH: The name and address of the incorporator is:

Barbara R. Corbett

666 Fifth Avenue

New York, New York 10103

SIXTH: The number of directors constituting the first board is (3) and the names and addresses of the persons who are to serve as such directors are:

Laraine De Grazia

666 Fifth Avenue

New York, New York

Linda Scotti

666 Fifth Avenue

New York, New York

Elaine Moran

666 Fifth Avenue

New York, New York

IN WITNESS WHEREOF, I have hereunto set my hand and seal the 18th day of May, 1987.

/s/    BARBARA R. CORBETT        

Barbara R. Corbett

New Jersey Department of State

Division of Commercial Recording

Certificate of Amendment to the

Certificate of Incorporation

(For Use by Domestic Profit Corporations)

Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3), Corporations, General of New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

1. The name of the corporation is: Loews Toms River Cinemas, Inc.

2. In accordance with Section 14A:14-24 of the General Corporation Law of New Jersey, this Amendment of the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40510, confirmed and approved on March 1, 2002

3. Article Four of the Certificate of Incorporation shall be amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

Dated this 21 day of March, 2002

BY:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President

EX-3.2.81

Exhibit 3.2.81

INB

FILED

OCT 29 1990

JOAN HABERLE

Secretary of State

0658214

ARTICLES OF INCORPORATION

OF

LOEWS WEST LONG BRANCH CINEMAS, INC.

THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the New Jersey Business Corporation Act, hereby certified as follows:

FIRST: The name of the corporation is LOEWS WEST LONG BRANCH CINEMAS, INC.

SECOND: Its initial registered office is to be located at 400 Plaza Drive, Secaucus, New Jersey 07094. The name of its initial registered agent at that address is Loews Theatre Management Corp.

THIRD: The purposes of the corporation is to engage in any activity within the purposes for which a corporation may be organized under the New Jersey Business Corporation Act.

FOURTH: The aggregate number of shares which the corporation is authorized to issue is Five Hundred (500) Shares having a par value of One ($1.00) Dollar per share.

FIFTH: The name and address of the incorporator is:

Barbara R. Corbett

400 Plaza Drive

Secaucus, New Jersey 07094

SIXTH: The number of directors constituting the first board is (3) and the names and addresses of the persons who are to serve as such directors are:

Laraine DeGrazia

400 Plaza Drive

Secaucus, New Jersey 07094

Barbara Fillie

400 Plaza Drive

Secaucus, New Jersey 07094

Jeanine Sparenberg

400 Plaza Drive

Secaucus, New Jersey 07094

IN WITNESS WHEREOF, I have hereunto set my hand and seal the 22nd day of October, 1990.

/s/    BARBARA R. CORBETT        

Barbara R. Corbett

Incorporator

New Jersey Department of State

Division of Commercial Recording

Certificate of Amendment to the

Certificate of Incorporation

(For Use by Domestic Profit Corporations)

Pursuant to the provisions of Section 14A:9-2(4) and Section l4A:9-4(3), Corporations, General of New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

1. The name of the corporation is: Loews West Long Branch Cinemas, Inc.

2. In accordance with Section 14A: 14-24 of the General Corporation Law of New Jersey, this Amendment of the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40498, confirmed and approved on March 1, 2002

3. Article Four of the Certificate of Incorporation shall be amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

Dated this 21 day of March, 2002

BY:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President

EX-3.2.82

Exhibit 3.2.82

INB

FILED

SEP 18 1986

JANE BURGIO

Secretary of State

0310002

ARTICLES OF INCORPORATION

OF

LOEWS-HARTZ MUSIC MAKERS THEATRES, INC.

THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the New Jersey Business Corporation Act, hereby certifies as follows:

FIRST: The name of the corporation is LOEWS-HARTZ MUSIC MAKERS THEATRES, INC.

SECOND: Its initial registered office is to be located at 150 West State Street, Trenton, New Jersey 08608. The name of its initial registered agent at that address is United States Corporation Company.

THIRD: The purposes of the corporation is to engage in any activity within the purposes for which a corporation may be organized under the New Jersey Business Corporation Act.

FOURTH: The aggregate number of shares which the corporation is authorized to issue is Five Hundred (500) shares having par value of One ($1.00) Dollar per share.

FIFTH: The name and address of the incorporator is:

Barbara R. Corbett

666 Fifth Avenue

New York, New York 10103

SIXTH: The number of directors constituting the first board is (3) and the names and addresses of the persons who are to serve as such directors are:

Laraine De Grazia

666 Fifth Avenue

New York, New York

Linda Scotti

666 Fifth Avenue

New York, New York

Richard Fay

666 Fifth Avenue

New York, New York

IN WITNESS WHEREOF, I have hereunto see my hand and seal the 15th day of September, 1986.

/s/    BARBARA R. CORBETT        

Barbara R. Corbett

New Jersey Department of State

Division of Commercial Recording

Certificate of Amendment to the

Certificate of Incorporation

(For Use by Domestic Profit Corporations)

Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3), Corporations, General of New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

1. The name of the corporation is: Loews-Hartz Music Makers Theatres, Inc.

2. In accordance with Section 14A:14-24 of the General Corporation Law of New Jersey, this Amendment of the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40494, confirmed and approved on March 1, 2002

3. Article Four of the Certificate of Incorporation shall be amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

Dated this 21 day of March, 2002

BY:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President

EX-3.2.83

Exhibit 3.2.83

MUSIC MAKERS THEATRES, INC.

*  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *

FILED AND RECORDED

APR 9 - 1989

/s/    Illegible

SECRETARY OF STATE

CERTIFICATE

OF

INCORPORATION

LICENSE FEE		10.00
FILING FEE		25.00
RECORDING		6.00
CERTIFYING COPY
SEC. OF STATE
	$	41.00

*  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *  

Organized under the laws of the

STATE OF NEW JERSEY

*  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *  

CERTIFICATE OF INCORPORATION

OF

MUSIC MAKERS THEATRES, INC.

*  *  *  *  *

To: The Secretary of State

State of New Jersey

THE UNDERSIGNED, of the age of twenty-one years or over, for the purpose of forming a corporation pursuant to the provisions of Title 14A, Corporations, General, of the New Jersey Statutes, do hereby execute the following Certificate of Incorporation:

FIRST: The name of the corporation is MUSIC MAKERS THEATRES, INC.

SECOND: The purpose or purposes for which the corporation is organized are:

To purchase or otherwise acquire, own, lease, manage, operate and conduct theatres, playhouses and other places of entertainment, amusement and recreation; to engage in the theatre, motion picture and amusement business; to act as showmen and as exhibitors of motion pictures, plays, musical entertainments and all manner of theatrical productions, and to do all things incidental thereto, including the building, alteration, repair, maintenance and sale or

other disposition of theatres and theatre buildings and play-houses and all manner and kinds of equipment and devices for public entertainment and amusement, the printing, publication and circulation of programs, periodicals and advertising matter in connection with said business, and the sale of food and refreshments and sundry items of every description.

To engage in any activity within the lawful business purposes for which corporations may be organized under the New Jersey Business Corporation Act.

To manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and deal with goods, wares and merchandise and personal property of every class and description.

To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.

To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of letters patent, of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trade-marks and trade names, relating to or useful in connection with any business of this corporation.

To acquire by purchase, subscription or otherwise, and to receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise dispose of or deal

-2-

in and with any of the shares of the capital stock, or any voting trust certificates in respect of the shares of capital stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other securities, obligations, choses in action and evidences of indebtedness or interest issued or created by any corporations, joint stock companies, syndicates, associations, firms, trusts or persons, public or private, or by the government of the United States of America, or by any foreign government, or by any state, territory, province, municipality or other political subdivision or by any governmental agency, and as owner thereof to possess and exercise all the rights, powers and privileges of ownership, including the right to execute consents and vote thereon, and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof.

To borrow or raise moneys for any of the purposes of the corporation and, from time to time without limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness, and to secure the payment of any thereof and of the interest thereon by mortgage upon or pledge, conveyance or assignment in trust of the whole or any part of the property of the corporation, whether, at the time owned or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds or other obligations of the corporation for its corporate purposes.

-3-

To purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated, and to sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, all or any of the corporation’s property and assets, or any interest therein, wherever situated.

In general, to carry on any other business in connection with the foregoing, and to have and exercise all the powers conferred by Title 14A, Corporations, General, Revised Statutes of New Jersey, and to do any or all of the things hereinbefore set forth to the same extent as natural persons might or could do, and in any part of the world.

The foregoing clauses shall be construed both as objects and powers and, except where otherwise expressed, such objects and powers shall be in nowise limited or restricted by reference to or inference from the terms of any other clause in this certificate of incorporation, but the objects and powers so specified shall be regarded as independent objects and powers, and it is hereby expressly provided that the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the powers of the corporation.

THIRD: The aggregate number of shares which the corporation shall have authority to issue is one thousand (1,000) without par value.

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FOURTH: The address of the corporation’s initial registered office is 15 Exchange Place, Jersey City, New Jersey 07302, and the name of the corporation’s initial registered agent at such address is The Corporation Trust Company.

FIFTH: The number of directors constituting the initial board of directors shall be three (3); and the names and addresses of the directors are as follows:

NAMES	ADDRESSES
MILTON HERSON	65 West 54th Street, New York, N. Y. 10019
ALAN HONIG	65 West 54th Street, New York, N. Y. 10019
WILBUR SNAPER	Sheraton Lane, Rumson, N. J. 07760

SIXTH: The names and addresses of the incorporators are as follows:

NAMES	ADDRESSES
EDWARD G. GEIST	277 Park Avenue, New York, N. Y. 10017
JOHN E. QUINN	277 Park Avenue, New York, N. Y. 10017

IN WITNESS WHEREOF, we, the incorporators of the above named corporation, have hereunto signed this Certificate of Incorporation on the 7th day of April, 1969.

/s/    EDWARD G. GEIST        

Edward G. Geist

/s/    JOHN E. QUINN        

John E. Quinn

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New Jersey Department of State

Division of Commercial Recording

Certificate of Amendment to the

Certificate of Incorporation

(For Use by Domestic Profit Corporations)

Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3), Corporations, General of New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

1. The name of the corporation is: Music Makers Theatres, Inc.

2. In accordance with Section 14A: 14-24 of the General Corporation Law of New Jersey, this Amendment of the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et, al., case number 01-40475, confirmed and approved on March 1, 2002

3. Article Three of the Certificate of Incorporation shall be amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

Dated this 21 day of March, 2002

BY:	/s/    BRYAN BERNDT
	Bryan Berndt Vice President

EX-3.2.84

Exhibit 3.2.84

____________________

CERTIFICATE OF INCORPORATION

OF

CARLTON PICTURE CORP.

The undersigned, of the age of twenty-one years or over for the purpose of forming a corporation pursuant to the provisions of Title 14A, Corporations, General, of the New Jersey Statutes, does hereby execute the following Certificate of Incorporation:

FIRST: The name of the corporation is CARLTON PICTURE CORP.

SECOND: The purpose or purposes for which the corporation is organized is to engage in any activity or business within the purposes for which corporations may be organized under the “New Jersey Business Corporation Act,” (Title 14A).

THIRD: The aggregate number of shares which the corporation shall have authority to issue is two thousand five hundred (2,500) shares, without nominal or par value.

FOURTH: The address of the corporation’s initial registered office is 520 James Street, Lakewood, New Jersey 08701, and the name of the corporation’s initial registered agent at such address is Alan S. Honig.

FIFTH: The number of directors constituting the initial Board of Directors shall be one (1) and the name, and address of the director is as follows:. Alan S. Honig, 52 James Street, Lakewood, New Jersey 08701.

SIXTH: The name and address of the incorporator is as follows:

Irene F. Tunley.

3 Missouri Court

Matawan, New Jersey 07747

IN WITNESS WHEREOF, the undersigned, the incorporator of the above named corporation, has hereunto signed this Certificate of Incorporation on this __ day July, 1976.

/s/    IRENE F. TUNLEY        

IRENE F. TUNLEY

WITNESS:

/s/    Illegible        

Illegible

NCB

FILED

MAR 6 1996

____________________

Secretary of State

1075494

CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF INCORPORATION

OF

CARLTON PICTURE CORP.

To: Secretary of State

State of New Jersey

Pursuant to the provisions of Section 14A: 9-1 of the New Jersey Business Corporation Act, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

1. The name of the corporation is Carlton Picture Corp.

2. The following is a copy of a resolution duly adopted by the Board of Directors of the corporation on October 24,1995, pursuant to authority conferred upon the said Board of Directors by the Certificate of Incorporation:

Resolved, that Article First of the Certificate of Incorporation be amended to read as follows:

“The name of the corporation is New Brunswick Cinemas, Inc.”

3. The Certificate of Incorporation of the corporation is hereby amended so that the designation and number of each class acted upon the aforesaid resolution, and the relative rights, preferences and limitations of each such class, are as stated in the aforesaid resolution.

4.      Voting for	Voting Against
100	–0–

Dated this 1st day of March, 1996

CARLTON PICTURE CORP.
By:	/s/    SEYMOUR H. SMITH
	Seymour H. Smith
	Executive Vice President/Secretary

New Jersey Department of State

Division of Commercial Recording

Certificate of Amendment to the

Certificate of Incorporation

(For Use by Domestic Profit Corporations)

Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3), Corporations, General of New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

1. The name of the corporation is: New Brunswick Cinemas, Inc.

2. In accordance with Section 14A: 14-24 of the General Corporation Law of New Jersey, this Amendment of the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40465, confirmed and approved on March 1, 2002

3. Article Three of the Certificate of Incorporation shall be amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

Dated this 21 day of March, 2002

BY:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President

EX-3.2.85

Exhibit 3.2.85

CERTIFICATE OF INCORPORATION

OF

PARSIPPANY THEATRE CORP.

THIS IS TO CERTIFY, that we, Victor Gonzalez, Florence _________ and Gertrude Siegel do hereby associate ourselves into a corporation under and by virtue of Title 14 of the Revised Statutes, and do severally agree to take the number of shares of capital stock set opposite our respective names.

FIRST: The name of the corporation is PARSIPPANY THEATRE CORP.

SECOND: The location of the principal office in this State is at No. 1428 Route 23, in the Township of Wayne, County of Passaic.

THIRD: The name of the agent therein and in charge thereof upon whom process against this corporation may be served is Charles E. Miller.

FOURTH: The objects for which and for each of which the corporation is formed are:

To engage generally in any and all branches of the general theatrical business including but not limited to radio, television, stage, and motion pictures; to own, lease or otherwise acquire and to manage, operate, and control theatres and other places of amusement and entertainment; to own, lease or otherwise acquire, and to manage, operate and control radio, telegraph, telephone, radio broadcasting, and telecasting systems or stations and any other means of communication, whether now known or hereafter discovered or invented; to carry on a general

theatrical and amusement business and every branch thereof or every business connected therewith; and to carry on any other business of a similar or related nature or capable of being conveniently carried on in connection with the foregoing or calculated directly or indirectly to enhance the value of the property or rights of the corporation.

IN FURTHERANCE, and not in limitation, of the general powers conferred by the laws of the State of New Jersey, and of the objects and purposes as hereinabove stated, it is hereby expressly provided that the corporation shall have also, subject to the limitations imposed by the laws of the State of New Jersey, the following powers, that is to say:

(a) To do any or all things herein set forth as objects, purposes, powers or otherwise, to the same extent and as fully as natural persons might or could do, as principals, agents, contractors or otherwise.

(b) To make, enter into, perform, carryout or sublet contracts for all kinds of work.

(c) To purchase, hold and reissue the shares of its capital stock.

(d) To conduct its business in all its branches and to have one or more offices and to hold, lease, purchase, mortgage and convey real and personal property, both within the State of New Jersey, and in all other States, Territories, Possessions and Dependencies of the United States, the District of Columbia and in all foreign countries.

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(e) To acquire the goodwill, business, right and property of all kinds, and to assume or undertake the whole or any part of the liabilities of any person, firm, association or corporation, and to pay for the same in cash, stock of this corporation, bonds or otherwise.

(f) To apply for, obtain, register, purchase, lease or otherwise acquire, and to hold, own, use, operate, introduce and sell, assign, or otherwise operate or dispose of, any and all trademarks, trade names and distinctive marks, copyrights, and all inventions, improvements and processes used in connection with or secured under Letters Patent of the United States or elsewhere, or in respect of, or otherwise turn to account any such trademarks, patents, licenses, concessions, processes and the like, or any such property, rights and information so acquired, and with a view of the working and development of the same, to carry on any business, whether mining, manufacturing or otherwise, which the corporation may think calculated directly or indirectly to effectuate these objects.

(g) To purchase, lease, exchange, hire or otherwise acquire, any and all rights, privileges, permits or franchises suitable or convenient for any of the purposes of its business, to erect and construct, make and improve, or aid or subscribe towards the construction making and improvement of mills, factories, storehouses, stores, buildings, roads, docks, piers __________ and works of all kinds.

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(h) To make and enter into contracts for any lawful purpose with any individual, film, association, corporation, private, public or municipal, body politic and with the government of the United States, or of any State, Territory, District, Possession or Dependency thereof, or of any foreign country.

(i) To take, make, execute or enter into, commence, carry on, prosecute and defend all contracts, agreements and negotiations, legal and other proceedings, compromises, arrangements and schemes.

(j) To borrow or raise money for any purposes of the company and to secure the same and interest, or for any other purpose, to mortgage all or any part of the property, corporeal or incorporeal, rights or franchises now owned or hereafter acquired, and to create, issue, draw and accept negotiable bonds and mortgages, bills of exchange, promissory notes or other obligations or negotiable instruments.

(k) To do all and everything necessary, suitable or proper for the accomplishment of any of the purposes or the attainment of any one or more of the objects herein enumerated, or which shall at any time appear conducive or expedient for the protection of the business property or rights of the corporation and in general to carry on any business, whether manufacturing, mining or otherwise.

It is the intention that the objects, purposes and powers specified and clauses contained in this Fourth paragraph shall, except where otherwise expressed in said paragraph, be nowise

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limited or restricted by reference to or inference from the terms of any other clause of this or any other paragraph in this certificate, but that the objects, purposes and powers specified in each of the clauses of this paragraph shall be regarded as independent objects, purposes and powers.

FIFTH: The total authorized capital stock of this corporation is 2,500 shares of common stock without nominal or par value.

All or any part of said shares of common stock, without nominal or par value, may be issued by the corporation from time to time and for such consideration as may be determined upon and fixed by the Board of Directors, as provided by law.

SIXTH: The names and post-office address of the incorporators and the number of shares subscribed for by each, the aggregate of which (30 shares) is the amount of capital stock with which this company will commence business, are as follows:

Name	Address	Number of Shares
Victor Gonzalez	135 Broad Avenue Leona, New Jersey	10
Florence Litzky	1900 Quentin Road Brooklyn, New York	10
Gertrude Siegel	2015 Craston Avenue Bronx, New York	10

SEVENTH: The period of existence of this corporation is unlimited.

EIGHTH: The corporation may use and apply its surplus earnings or accumulated profits to the purchase or acquisition of * * * * * * * * * * * * * * * * * * * * * *

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property and to the purchase or acquisition of its own capital stock from time to time, to such extent and in such manner, and upon such terms as its Board of Directors shall determine; and neither the property nor the capital stock purchased and acquired shall be regarded as profits for the purpose of declaration or payment of dividends, unless otherwise determined by a majority of the Board of Directors.

The Corporation reserves the right to amend, alter or repeal any provision contained in this Certificate of Incorporation in the manner now or hereinafter prescribed by statutes, and all rights conferred on stockholders herein are granted subject to this reservation.

NINTH: (a) THE BOARD OF DIRECTORS shall have the power: to hold meetings outside of the State of New Jersey; to appoint an Executive Committee from among its members, which Committee may exercise the power of directors in the management of the business, affairs and property of this corporation during the intervals between the meetings of the Board; to make and alter by-laws of the corporation to determine whether and to what extent, at what times and places, and under what conditions and regulations, the accounts and books of the corporation, or any of them, shall be open to the inspection of the stockholders and no stockholder shall have any right to inspect any account, record, book or document of the corporation except as conferred by statute of the State of New Jersey or as authorized by the Board of Directors; to fix and determine from time to time, and to vary, the amount of the working capital of the corporation and to

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appropriate or set apart reserves for any corporate purpose; to determine whether any, and if any, what part of any, surplus or net profits shall be declared and paid to stockholders in dividends to direct and determine the use and disposition of any surplus or net profits over and above the capital of the corporation; and to provide for furnishing to all or a part of it officers or employees, wholly or in part at the expense of the corporation, of insurance against accident, illness or death, pensions, annuity or other benefits during old age or disability, or upon retirement or other provision for their relief or general welfare.

(b) No contract or other transaction between this corporation and any other corporation in which any of the directors of this corporation are pecuniarily or otherwise interested or of which any of the directors of this corporation are directors, officers or stockholders, and no contract or other transaction between this corporation and any director individually or any firm of which any director may be a member, and no contract or other transaction of this corporation in which any director may in any other manner be pecuniarily or otherwise interested, shall be in any way affected or invalidated by the fact of such interest, provided, that the fact of such interest shall be disclosed and shall have been known to the Board of Directors or a majority thereof; and any director of the corporation who has any such interest in any such contract or transaction may be counted in determining the existence of a quorum at any meeting of the Board of Directors at which such contract

-7-

or transaction may be authorized or approved or ratified and may vote thereat to authorize or approve or ratify the same with like force and effect as if he did not have such interest, provided, that at least a majority of the Directors not having any such interest in the contract or transaction shall also vote to authorize the same.

TENTH: Each officer and director of the corporation made or threatened to be made a party to an action or proceeding other than one by or in the right of the corporation to procure a judgment in its favor, whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, which any such director or officer of the corporation served in any capacity at the request of the corporation, by reason of the fact that he, his testator or intestate was a director or officer of the corporation or served such other corporation in any capacity shall be indemnified by the corporation against judgments, fines, amounts paid in settlement and reasonable expenses including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding or any appeal therein if such director or officer acted in good faith for a purpose which he reasonably believed to be in the best interests of the corporation and in criminal actions or proceedings, in addition, had no reasonable cause to believe his conduct was unlawful.

ELEVENTH: Each stockholder of record having a right to vote shall at any meeting of the Stockholders be entitled to one vote for each share of stock registered in his name on the books of the corporation.

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IN WITNESS WHEREOF, we have hereunto set our hands and seals the 5^th day of November, A. D. One Thousand Nine Hundred and Sixty-four.

/s/    VICTOR GONZALEZ	L. S.
Victor Gonzalez
/s/    FLORENCE LITZKY	L. S.
Florence Litzky
/s/    GERTRUDE SIEGEL	L. S.
Gertrude Siegel

Signed, sealed and

delivered in the presence of:

/s/    SEYMOUR H. SMITH        

-9-

STATE OF NEW YORK	)
	) ss.
COUNTY OF NEW YORK	)

BE IT REMEMBERED, That on this 5^th day of November, 1964, before me, a notary public, personally appeared, Victor Gonzalez, Florence Litzky and Gertrude Siegel, who I am satisfied are the persons named in and who executed the foregoing certificate, and I having first made known to them the contents thereof, they did each acknowledge that they signed, sealed and delivered the same as their voluntary act and deed, for the uses and purposes therein expressed.

/S/    SEYMOUR H. SMITH        

SEYMOUR H. SMITH

ROTARY PUBLIC, STATE OF NEW YORK

No. 41-90___ __________

Term Expires March __, ____

[SEAL]

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New Jersey Department of State

Division of Commercial Recording

Certificate of Amendment to the

Certificate of Incorporation

(For Use by Domestic Profit Corporations)

Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3). Corporations, General of New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

1. The name of the corporation is: Parsippany Theatre Corporation

2. In accordance with Section 14A: 14-24 of the General Corporation Law of New Jersey, this Amendment of the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40478, confirmed and approved on March 1, 2002

3. Article Five of the Certificate of Incorporation shall be amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

Dated this 21 day of March, 2002

BY:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President

EX-3.2.86

Exhibit 3.2.86

________________

CERTIFICATE OF INCORPORATION

RED BANK THEATRE CORPORATION

We, the undersigned individuals of the age of Twenty-one (21) years or more, acting as incorporators of the corporation under the New Jersey Business Corporation Act, do hereby adopt the following Certificate of Incorporation for such corporation:

I.

NAME

The name of the Corporation is Red Bank Theatre Corporation.

II.

DURATION

The period of the corporation’s duration shall be perpetual.

III.

PURPOSE OR PURPOSES

The corporation shall be for the purpose of any activity within the purposes for which corporations may be organized under the New Jersey Business Corporation Act.

IV.

CAPITALIZATION

The aggregate number of shares which the corporation shall have authority to issue if Five Hundred (500), without nominal or per value.

V.

REGISTERED OFFICE

The address of the corporation’s initial registered office is 1319 Memorial Drive, City of Asbury Park, County of Monmouth and State of New Jersey and the name of the corporation’s initial registered agent at such address is Robert E. Levy.

VI.

DIRECTORS

The number of directors constituting the initial Board of Directors is Three (3), and the names and addresses of the persons who are to serve as directors under the first annual meeting of the shareholders, or until their successors are elected and qualified are:

NAME	ADDRESS
Robert E. Levy	1322 Unami Avenue, Wanamassa, New Jersey
Lewis H. Robertson	855 Woodgate Ave., Long Branch, New Jersey
Linda M. Falduti	324 Hillside Ave., Long Branch, New Jersey

The number of directors of the corporation set forth above shall constitute the authorized number of directors until changed by an amendment of a by-law duly adopted by the vote or the written consent of the holders of the majority of the then outstanding shares of stock in the corporation.

VII.

INCORPORATORS

NAME	ADDRESS
Robert E. Levy	1322 Unami Avenue, Wanamassa, New Jersey
Lewis H. Robertson	855 Woodgate Ave., Long Branch, New Jersey
Linda M. Falduti	324 Hillside Ave., Long Branch, New Jersey

In witness whereof, we have hereunto set our hands this 9 day of November, 1978.

/s/    ROBERT E. LEVY        

ROBERT E. LEVY

/s/    LEWIS H. ROBERTSON        

LEWIS H. ROBERTSON

/s/    LINDA M. FALDUTI        

LINDA M. FALDUTI

New Jersey Department of State

Division of Commercial Recording

Certificate of Amendment to the

Certificate of Incorporation

(For Use by Domestic Profit Corporations)

Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3), Corporations, General of New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

1. The name of the corporation is: Red Bank Theatre Corporation

2. In accordance with Section 14A:14-24 of the General Corporation Law of New Jersey, this Amendment of the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40374, confirmed and approved on March 1, 2002

3. Article Four of the Certificate of Incorporation shall be amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

Dated this 21 day of March, 2002

BY:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President

EX-3.2.87

Exhibit 3.2.87

INB

FILED

FEB 15 1991

JOAN HABERLE

Secretary of State

0678383

ARTICLES OF INCORPORATION

OF

NEW JERSEY THEATRE DEVELOPMENT CORP.

THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the New Jersey Business Corporation Act, hereby certified as follows:

FIRST: The name of the corporation is NEW JERSEY THEATRE DEVELOPMENT CORP.

SECOND: Its initial registered office is to be located at 400 Plaza Drive, Secaucus, New Jersey 07094. The name of its initial registered agent at that address is Loews Theatre Management Corp.

THIRD: The purposes of the corporation is to engage in any activity within the purposes for which a corporation may be organized under the New Jersey Business Corporation Act.

FOURTH: The aggregate number of shares which the corporation is authorized to issue is Five Hundred (500) Shares having a par value of One ($1.00) Dollar per share.

FIFTH: The name and address of the incorporator is:

Barbara R. Corbett

400 Plaza Drive

Secaucus, New Jersey 07094

SIXTH: The number of directors constituting the first board is (3) and the names and addresses of the persons who are to serve as such directors are:

Laraine DeGrazia

400 Plaza Drive

Secaucus, New Jersey 07094

Barbara Fillie

400 Plaza Drive

Secaucus, New Jersey 07094

Jeanine Sparenberg

400 Plaza Drive

Secaucus, New Jersey 07094

IN WITNESS WHEREOF, I have hereunto set my hand and seal the 12th day of February, 1991.

/s/    BARBARA R. CORBETT        

Barbara R. Corbett

Incorporator

CGN

FILED

JUL 1 1997

LONNA R. HOOKS

Secretary of State

Secretary of State TYPE ALL INFORMATION EXCEPT SIGNATURES.

CERTIFICATE OF AMENDMENT TO THE CERTIFICATION OF INCORPORATION

OF NEW JERSEY THEATRE DEVELOPMENT CORP.

(FOR USE BY DOMESTIC CORPORATIONS ONLY - MUST BE FILED IN DUPLICATE)

“Federal Employer Identification No.” 13-3604226

Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3), Corporations, General, of the New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

1. The name of the corporation is: White Marsh Cinemas, Inc.

2. The following amendment to the Certificate of Incorporation was approved by the directors and thereafter duly adopted by the shareholders of the corporation on the 3rd day of June, 1997:

Resolved, that Article First of the Certificate of Incorporation be amended to read as follows:

The name of the corporation is White Marsh Cinemas, Inc.

3. The number of shares outstanding at the time of the adoption of the amendment was 500. The total number of shares entitled to vote thereon was 500.

If the shares of any class or series of shares are entitled to vote thereon as a class, set forth below the designation and number of outstanding shares entitled to vote thereon of each such class or series. (Omit if not applicable).

4. The number of shares voting for and against such amendment is as follows: If the shares of any class or series are entitled to vote as a class, set forth the number of shares of each such class and series voting for and against the amendment, respectively.

Number of Shares Voting for Amendment	Number of Shares Voting Against Amendment
100%	0

5. If the amendment provides for an exchange, reclassification or cancellation of issued shares, not forth a statement of the manner in which the same shall be affected. (Omit if not applicable).

(Use the following only if an effective date, not later than 90 days subsequent to the date of filing is desired).

6. The effective date of this Amendment to the Certificate of Incorporation shall be _________________

Dated this 5th day of June, 1997.

NEW JERSEY THEATRE DEVELOPMENT CORP.
(Corporate Name)
By:	/S/    SEYMOUR H. SMITH
	(Signature)
	Seymour H. Smith
	Exec. Vice President
	(Type Name and Title)

May be executed by the Chairman of the Board, or the President, or a vice president of the Corporation.

The Purpose of this form is to simplify the filing requirements of the Secretary of State and does not replace the need for competent legal advise.

New Jersey Department of State

Division of Commercial Recording

Certificate of Amendment to the

Certificate of Incorporation

(For Use by Domestic Profit Corporations)

Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3), Corporations, General of New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

1. The name of the corporation is: White Marsh Cinemas, Inc.

2. In accordance with Section 14A:14-24 of the General Corporation Law of New Jersey, this Amendment of the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40450, confirmed and approved on March 1, 2002

3. Article Four of the Certificate of Incorporation shall be amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

Dated this 21 day of March, 2002

BY:	/S/    BRYAN BERNDT
	Bryan Berndt
	Vice President

EX-3.2.88

Exhibit 3.2.88

F040730000827

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

71ST & 3RD AVE. CORP.

Under Section 805 of the Business Corporation Law

FIRST: The name of the corporation is 71^st & 3RD AVE. Corp.

SECOND: The certificate of incorporation of the corporation was filed by the Department of State on March 2, 1961.

THIRD: The amendment of the certificate of incorporation effected by this certificate of amendment is as follows:

To change the purpose of the corporation.

FOURTH: To accomplish the foregoing amendment, Article Second of the certificate of incorporation is hereby stricken out in its entirety, and the following new Article is substituted in lieu thereof:

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of the State of New York, exclusive of any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.

FIFTH: The Board of Directors and the Shareholders of the corporation authorized the amendment under the authority vested in said Board under the provisions of the certificate of incorporation and of Section 708 of the Business Corporation Law of New York.

[The remainder of this page is left intentionally blank.]

1

IN WITNESS WHEREOF, 71ST & 3RD Ave. Corp. has caused this Certificate of Amendment of Certificate of Incorporation to be executed by its Senior Vice President, this 27^th day of July, 2004.

/s/    MICHAEL POLITI        

Senior Vice President

Michael Politi

Senior Vice President & Corporate Counsel

2

CERTIFICATE OF INCORPORATION

of

71ST & 3RD AVE. CORP.

Pursuant to Article Two of the Stock Corporation Law.

WE, THE UNDERSIGNED, for the purpose of forming a corporation pursuant to Article Two of the Stock Corporation Law of the State of New York, hereby make, subscribe, acknowledge and file this certificate, stating as follows:

FIRST: The name of the proposed corporation shall be 71ST & 3RD AVE. CORP.

SECOND: The purposes for which it is to be formed are:

To carry on the business of theatre proprietors, managers and directors, and in particular, to provide for the production, presentation and performance of motion pictures, operas, stage plays, musical comedies, sporting events, radio and television programs, of all types and description, and other forms of amusement, including amusement parks, carnivals and circuses, and in connection therewith, to own, operate, control, buy, rent, sell, lease, sublease, mortgage, or otherwise acquire, or dispose of theatres and other places of entertainment and any and all rights and privileges therein, any real property for the purpose of erecting and operating theatres and other places of entertainment, and to own, control, buy, sell, rent, lease, sublease, mortgage or otherwise acquire or dispose of all forms of personal property necessary or incidental to the operation and control of theatres and other places of entertainment.

To manufacture, produce and trade in motion pictures and motion picture photoplays

of every nature, kind and description, and in all gauges of film, and to own, buy, sell, rent, lease, sublease, distribute, exploit, import, export, exhibit, and license others to lease, exploit, distribute and exhibit the same by any means now known or which may hereafter be known.

To acquire by purchase, lease, assignment or otherwise, and to own, use, exploit, produce, present, sell, lease, assign, transfer, mortgage and generally deal in and with motion picture scenarios, radio and television programs, stage plays, operas, dramas, ballets, musical comedies, books, and any other literary, dramatic and musical material, both copyrighted and uncopyrighted, and to copyright the same.

To manufacture, assemble, construct, buy, rent, or otherwise acquire and to use, license, sell or otherwise dispose of cameras, machines or mechanical devices and contrivances commonly known as motion picture machines, and all other mechanical devices and contrivances which can or may be used in the exposure, development, preparation, projection and exhibition of motion picture film, or other films, plates, slides or pictures of any kind whatsoever, either with or without talking contrivances therewith synchronized or otherwise adapted and all other devices, machines, or contrivances used in connection with the production, exhibition, television, projection and presentation of plays, moving pictures, operas, ballets, musical comedies, and other dramatic and musical productions, sporting events, books and events of public interest and to manufacture, construct, assemble, buy, rent, import, or otherwise acquire, own, operate, use, sell, export, mortgage, lease, license or otherwise deal in or with any and all parts, appurtenances, materials, and articles of a similar nature, which may be used in and in connection with the said machines, mechanical devices and contrivances.

To carry on the business of a motion picture laboratory, and to print, develop, cut and edit negative and positive films of any and all kinds; to title and subtitle the same and to do any and all things necessary or incidental to the business of a motion picture laboratory.

To erect, build, own, operate, equip, control, buy, sell, lease, sublease, mortgage or otherwise deal in and with motion picture studios and other places for the production of motion pictures, radio broadcasting, television, and sound recording studios, plants and factories

-2-

of all kinds and description, laboratories, music publishing houses, printing establishments for the publication of music, and real property of every kind and description, within or without the State of NewYork, and to invent, manufacture, buy, lease-and otherwise acquire, to maintain and operate, and to sublease, assign, sell, otherwise dispose of, and to otherwise deal in or with any and all forms of machinery, instruments, implements, devices and other personal property necessary or incidental to the ownership, maintenance, operation and control of motion picture studios and other places for the production of motion pictures, radio broadcasting, television, and sound recording studios, plants and factories of all kinds and description, laboratories, music publishing houses and printing establishments for the publication of music.

To furnish advertising matter and material in connection with radio and television programs and otherwise, and to carry on advertising business and to do any acts or things in connection with the business of advertising.

To broadcast, telecast, exhibit, disseminate, distribute, transmit, re-transmit, by means of electricity, magnetism, electro-static or electro-magnetic waves, variations or impulses, whether conveyed by wires or radiated through space, or by any other means or method now or hereafter known or discovered, including but not limited to projection by television, radio or in any other manner whether now known or hereafter known, invented or created, news, music, entertainment, speeches, sermons, photographs, pictures, scenes, plays and advertising, informative matters, athletic and sporting events, or any of them, or any combination of them, and to provide and furnish for the use of others, facilities for any of such purposes, and to produce, originate, sponsor and distribute any of the foregoing.

To employ personnel necessary or incidental to the conduct of any of the businesses of the corporation, and to enter into, make and perform contracts of all kinds and descriptions necessary to the businesses of the corporation.

To design, create, make, patent, manufacture, record, transmit, produce, make copies of, sell, lease, license, import and export, and generally deal in records, discs, transcriptions, tape, film and prints, wire and the product of all other methods and means, known or hereafter known serving to produce and reproduce in any and every present and future manner, medium and form, musical, literary, dramatic and non-dramatic,

-3-

and all other manner of works, material, compositions, presentations and productions.

To manufacture, buy and sell at retail and wholesale, distribute and otherwise deal in and with beverages, alcholic and non-alcholic, candy and confections of every kind and description and other products related thereto.

To engage in the businesses of purchasing, holding, owning, selling, controlling, leasing, subleasing, mortgaging, managing, operating and otherwise dealing in and with land, buildings and other real property, of every kind and description, within or without the State of New York, and to do all things pertaining to a general real estate business.

To conduct and carry on the business of builders and contractors for the purpose of building, erecting, altering, repairing and doing any other work in connection with any and all classes of buildings, improvements, erections and works, of any kind and nature whatsoever .

To manufacture, buy, sell, export, import, and otherwise deal in and with all kinds of building and construction materials.

To engage in the business of conducting and operating hotels, motels, sporting or other arenas, resorts and other businesses pertaining thereto.

To engage in the business of conducting and operating restaurants, cafes and cafeterias, and other businesses pertaining thereto.

To manufacture, produce, print, process, treat, purchase, and otherwise acquire, own, mortgage, pledge, sell, assign, transfer, import, export, distribute, and otherwise dispose of, and to trade and deal in and with goods, wares, merchandise and commodities, real and personal property of every class and description; and to engage in and to conduct any form of manufacturing or mercantile enterprise; and to engage in the business of supplying all kinds and types of services to the general public.

To acquire the goodwill, rights, property and assets or all kinds, and to undertake the whole or any part of the liabilities of any partnership, firm, association or corporation engaged in a business herein authorized, and to pay for the same in cash, stock, bonds or debentures of the corporation or otherwise.

-4-

To aid in any manner any corporation or association, the bonds or other securities or evidences of indebtedness of which or shares of stock in which are held by or for this corporation, and to do any acts or things, designed to protect, preserve, improve or enhance the value of any such bonds or other securities or evidences of indebtedness or such stock, or the property and interests of this corporation.

To borrow money and contract debts when necessary for the transaction of its business or for the exercise of its corporate rights, privileges or franchises or for any other lawful purpose of its incorporation; to issue bonds, promissory notes, bills of exchange, debentures and other obligations and evidences of indebtedness payable at a specified time or times, or payable upon the happening of a specified event or events, whether secured by mortgage, pledge or otherwise or unsecured for money borrowed or in payment for property purchased or acquired or any other lawful objects.

To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of patents, patent rights, licenses and privileges, copyrights, trade-marks and trade names, relating to or useful in connection with any business of the corporation.

To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of shares of the capital stock of, or any bonds, securities or evidence of indebtedness created by any other corporation or corporations organized under the laws of this State or any other state or government, and while the owner of such stock to exercise all the rights, powers and privileges of ownership, including the right to vote thereon, and to guarantee the performance of any contract of any other person or corporation ininsofar as such guarantee may be necessary for the accomplishment of the purposes of this corporation.

To purchase, hold, sell and transfer the shares of its own capital stock; provided it shall not use its funds or property for the purchase of its own shares of capital stock except from the surplus of its assets over its liabilities including capital; and provided further that shares of its own capital stock belonging to it shall not be voted upon directly or indirectly, nor counted as outstanding for the purpose of any stockholders’ quorum or vote.

To conduct business, have one or more offices and hold, purchase, mortgage and convey real and personal property, in this state and

-5-

in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia and in foreign countries.

To do all and everything necessary and proper for the accomplishment of the objects enumerated in these articles of incorporation or any amendment to the certificate of incorporation or necessary or incidental to the protection and benefit of this corporation and in general to carry on any lawful business necessary or incidental to the attainment of the objects of this corporation, whether or not such business is similar in nature to the objects set forth in these articles of incorporation or any amendment to the certificate of incorporation and to do any or all of the things hereinbefore set forth to the same extent as natural persons might or could do.

The foregoing clauses shall be construed both as objects and powers; and it is hereby expressly provided that the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the powers of this corporation.

THIRD: The total number of shares which may be issued by the corporation is two hundred (200), all of which are to be without par value. The capital of the corporation shall be at least equal to the sum of the aggregate par value of all issued shares having par value, plus the aggregate amount of consideration received by the corporation for the issuance of shares without par value, plus such amounts as from time to time

-6-

by resolution of the Board of Directors may be transferred thereto.

FOURTH: The principal office of the Corporation is to be located in the Borough of Manhattan, City and County of New York, State of New York, and the address to which the Secretary of State shall mail a copy of process in any action or proceeding against the Corporation which may be served upon him is No. 1540 Broadway, in the Borough of Manhattan, City of New York.

FIFTH: The duration of the Corporation is to be perpetual.

SIXTH: The number of its directors shall be not less than three nor more than fifteen. Directors need not be stockholders.

SEVENTH: The names and post office addresses of the directors until the first annual meeting of the stockholders are as follows:

Name	Post-Office Address
TOBY S. LEVY	1540 Broadway, New York, N.Y.
SYRA K. FRIEDLANDER	1540 Broadway, New York, N.Y.
DORIS E. MAC ARTHUR	1540 Broadway, New York, N.Y.

-7-

EIGHTH: The name and post-office address of each subscriber of this Certificate of Incorporation and a statement of the number of shares which each agrees to take in the Corporation are as follows:

Name	Post-Office Address	No. of Shares
TOBY S. LEVY	1540 Broadway, N.Y., N.Y.	1
SYRA K. FRIEDLANDER	1540 Broadway, N.Y., N.Y.	1
DORIS E. MAC ARTHUR	1540 Broadway, N.Y., N.Y.	1

NINTH: The Secretary of State is designated as the agent of the Corporation upon whom process in any action or proceeding against it may be served.

TENTH: Any person made a party to any action, suit or proceeding, by reason of the fact that he, his testator or intestate, is or was a director, officer or employee of the corporation or of any corporation which he served as such at the request of the corporation, shall be indemnified by the corporation against the reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such officer, director or employee is liable for negligence or misconduct in the performance of his duties.

ELEVENTH: The Corporation reserves the right to amend, alter, change or repeal any provision in this certificate contained, in the manner now or hereafter prescribed by stature for the amendment of the Certificate of Incorporation.

-8-

TWELFTH: All the subscribers of this Certificate are of full age, at least two-thirds of them are citizens of the United States, and at least one of them is a resident of the State of New York, and at least one of the persons named as a director is a citizen of the United States and a resident of the State of New York.

IN WITNESS WHEREOF, we have made, subscribed, and acknowledged this Certificate this 27th day of February, 1961.

	(L.S.)
Toby S. Levy
	(L.S.)
Syra K. Friedlander
	(L.S.)
Doris E. MacArthur

-9-

STATE OF NEW YORK	)
	)	SS:
COUNTY OF NEW YORK	)

On this 27th day of February, 1961, before me personally came TOBY S. LEVY, SYRA K. FRIEDLANDER and DORIS E. MAC ARTHUR, to me known to be the persons described in and who executed the foregoing certificate of incorporation and they thereupon severally duly acknowledged to me that they executed the same.

/s/    JOSEPH H. LEVIE        

JOSEPH H. LEVIE

NOTARY PUBLIC, State of New York

No. 31-2324725

Qualified in New York County

Commission Expires March 30, 1961

-10-

F020322000317

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

71^st & 3^rd Ave. Corp.

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

1. The name, of the corporation is: 71^st & 3^rd Ave. Corp.

2. The certificate of incorporation of said corporation was filed by the Department of State on 3/2/61.

3. The certificate of incorporation is amended so that Article Three is amended by adding the following sentence:

‘“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4. Shareholder approval was not required. In accordance with Section 808 of the New York Business Corporation Law, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et.al., case number 01-40503_ confirmed and approved on March 1, 2002.

IN WITNESS WHEREOF, I hereunto sign my name and affirm that statements made herein are true under the penalties of perjury this 21 day of March, 2002.

Dated: March 21, 2002

71st & 3rd Ave. Corp.
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President, signing pursuant to the Bankruptcy Court order and in accordance with section 808 of the NY Business Corporation Law.

1

EX-3.2.89

Exhibit 3.2.89

F040730000436

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

CRESCENT ADVERTISING CORPORATION

Under Section 805 of the Business Corporation Law

FIRST: The name of the corporation is Crescent Advertising Corporation

SECOND: The certificate of incorporation of the corporation was filed by the Department of State on July 21, 1981.

THIRD: The amendment of the certificate of incorporation effected by this certificate of amendment is as follows:

To change the purpose of the corporation.

FOURTH: To accomplish the foregoing amendment, Article Second of the certificate of incorporation is hereby stricken out in its entirety, and the following new Article is substituted in lieu thereof:

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of the State of New York, exclusive of any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.

FIFTH: The Board of Directors and the Shareholders of the corporation authorized the amendment under the authority vested in said Board under the provisions of the certificate of incorporation and of Section 708 of the Business Corporation Law of New York.

[The remainder of this page is left intentionally blank.]

1

IN WITNESS WHEREOF, Crescent Advertising Corporation has caused this Certificate of Amendment of Certificate of Incorporation to be executed by its Senior Vice President, this 27^th day of July, 2004.

/s/    MICHAEL POLITI        

Senior Vice President

Michael Politi

Senior Vice President & Corporate Counsel

2

CERTIFICATE OF INCORPORATION

OF

CRESCENT ADVERTISING CORPORATION

Under Section 402 of the Business Corporation Law

*    *    *    *

The undersigned, being over the age of eighteen years, under Section 402 of the New York Business Corporation Law, does hereby set forth:

1. The name of the corporation is Crescent Advertising Corporation.

2. The purpose or purposes for which it is formed are:

(a) To engage in the business of promoting, marketing and publicizing people, products and services, etc. To create, design and plan various advertising and promotional campaigns aimed at familiarizing and selling the campaign subject to the public or the target of the campaign. To write, prepare, place, publish and display, in all possible forms of media and communications. To develop a promotional plan and execute it in accordance with the purposes of the clients.

(b) To acquire by purchase, exchange, lease or otherwise, and to take, hold and own, use, develop, improve, manage, operate, maintain, sell, assign, lease, transfer, convey, exchange, mortgage, pledge or otherwise dispose of or deal in and with real and personal property of every kind and description and rights and privileges therein wheresoever situate.

-1-

(c) To purchase or otherwise acquire, hold, sell, assign transfer, mortgage, pledge or otherwise dispose of shares of the capital stock of, any bonds, evidences of indebtedness and other securities issued by, any corporation or corporations organized under the laws of this state or any other jurisdictions, and also bonds or evidences of indebtedness of any governmental authority, domestic or foreign, national, state or local, and while the owners thereof, to exercise all the rights, powers and privileges of ownership, including the right to vote thereon.

(d) To engage in any lawful act or activity permitted to corporations under the Business Corporation law of the State of New York of a kind herein stated.

(e) The foregoing enumeration of specified purposes shall not be held to limit or restrict in any manner the powers of this corporation and this corporation may do all and everything necessary, suitable or proper for the accomplishment of any of the purposes or objects hereinbefore enumerated, either alone or in association with other corporations, firms or individuals, to the same extent and as fully as individuals might or could do, as principal, agent, contractor or otherwise.

3. The office of the corporation is to be located in the City of New York, County of New York, State of New York.

4. The aggregate number of shares which the corporation shall have authority to issue is 200 shares of common stock, no par value.

5. No shareholder of the Corporation shall have preemptive or preferential rights to any shares of any class of stock of the Corporation or obligations convertible into stock of the Corporation whether now or hereafter authorized.

-2-

6. The Secretary of State is designated as the agent of the corporation upon whom process against it may be served. The post office address to which the Secretary of State shall mail a copy of each process against it served upon him is: c/o Tenzer, Greenblatt, Fallon & Kaplan, 405 Lexington Avenue, New York, New York 10174.

The undersigned incorporator affirms that the statements made herein are true under the penalties of perjury and executes this Certificate of Incorporation this 14th day of July, 1981.

/S/    STEFANIE A. SCHNEIDER        

Stefanie A. Schneider

405 Lexington Avenue

New York, New York 10174

-3-

F020322000322

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

Crescent Advertising Corporation

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

1. The name of the corporation is: Crescent Advertising Corporation.

2. The certificate of incorporation of said corporation was filed by the Department of State on July 21, 1981.

3. The certificate of incorporation is amended so that Article Four is amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4. Shareholder approval was not required. In accordance with Section 808 of the New York Business Corporation Law, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40352, confirmed and approved on March l, 2002.

IN WITNESS WHEREOF. i hereunto sign my name and affirm that statements made herein are true under the penalties of perjury this 21 day of March, 2002.

Dated: March 21, 2002

Crescent Advertising Company
By:	/s/        BRYAN BERNDT
	Bryan Berndt
	Vice President, signing pursuant to the Bankruptcy Court order in and accordance with section 808 ot the NY Business Corporation Law

1

F020322000322

FILED

2002 MAR 22 AM 10:53

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

CRESCENT ADVERTISING CORPORATION

UNDER SECTION 805 OF THE

BUSINESS CORPORATION LAW

ICC STATE OF NEW YORK DEPARTMENT OF STATE MAR 22 2002
By	/s/    Illegible

Fried, Frank Harris, Shover & Jacobson

One New York Plaza 26^th Floor

New York, New York 10004

DRAWDOWN

2

EX-3.2.90

Exhibit 3.2.90

F040730000428

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

ETON AMUSEMENT CORPORATION

Under Section 805 of the Business Corporation Law

FIRST: The name of the corporation is Eton Amusement Corporation

SECOND: The certificate of incorporation of the corporation was filed by the Department of State on May 17,1928.

THIRD: The amendment of the certificate of incorporation effected by this certificate of amendment is as follows:

To change the purpose of the corporation.

FOURTH: To accomplish the foregoing amendment, Article Second of the certificate of incorporation is hereby stricken out in its entirety, and the following new Article is substituted in lieu thereof:

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of the State of New York, exclusive of any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.

FIFTH: The Board of Directors and the Shareholders of the corporation authorized the amendment under the authority vested in said Board under the provisions of the certificate of incorporation and of Section 708 of the Business Corporation Law of New York.

[The remainder of this page is left intentionally blank.]

1

IN WITNESS WHEREOF, Eton Amusement Corporation has caused this Certificate of Amendment of Certificate of Incorporation to be executed by its Senior Vice President, this 27^th day of July, 2004.

/s/    MICHAEL POLITI        

Senior Vice President

Michael Politi

Senior Vice President & Corporate Counsel

2

CERTIFICATE OF INCORPORATION

–OF–

ETON AMUSEMENT CORPORATION

Pursuant to Article Two of the Stock Corporation Law.

ARTICLE I. The corporate name is ETON AMUSEMENT CORPORATION.

ARTICLE II. The purposes for which the corporation is formed are :

To purchase or otherwise acquire, erect, sell, lease, deal in and operate theatres and to maintain and operate other amusement enterprises of all kinds; to buy, rent, sell, manufacture, exhibit, deal in and with moving picture films.

To purchase or otherwise acquire real estate and leaseholds or any interest therein, in addition to such as may be necessary for the purposes hereinbefore expressed and to own, hold or improve, lease, sell and deal in the same.

To purchase or otherwise acquire real and personal property of any and all kinds that may be lawfully acquired and held by a business corporation, and in particular lands, leaseholds, shares of stock, mortgages,

-1-

bonds, debentures and other securities, merchandise, book debts and claims, copyrights, manuscripts, trademarks, tradenames, brands, labels, patents, caveats and patent rights, licenses, grants and concessions and any interest in real or personal property.

To enter into, make, perform and carry out contracts of every kind which a corporation organized under the business corporation law may enter into, and for any lawful purpose with any firm, person, association or corporation.

To make, accept, endorse, execute and issue promissory notes, bills of exchange, bonds, debentures, mortgages and other obligations from time to time for the purchase of property or any purpose in or about the business of the company, and to secure the payment of any such obligation by mortgage, pledge, deed of trust or otherwise.

To purchase, hold and re-issue shares of its capital stock in the manner and to the extent permitted by the laws of the State of New York.

To conduct and transact business in any of the states, territories, colonies or dependencies of the United States, and in any and all foreign countries, to have one or more offices _______ and therein to hold, purchase, mortgage and convey real and personal property without limit as to amount, but always subject to local laws.

The foregoing clauses shall be construed both as objects and powers; and it is hereby provided that the foregoing enumeration of specific powers shall not be

-2-

held to limit or restrict in any manner the powers of the corporation.

To do all and every thing necessary, suitable and proper for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth, either alone or associated with other corporations, forms or individuals, and to do any other act or acts, thing or things incidental or pertaining to or growing out of, or connected with the aforesaid business, or powers, or any part or parts thereof, provided the same be not inconsistent with the law under which this corporation is organized.

ARTICLE III. (a) The total number of shares that may be issued by the corporation is 1500.

(b) None of these shares shall have a par value.

(c) The total number of shares which are to be without par value is 1500.

(d) The capital of the corporation shall be at least equal to the sum of the aggregate par value of all issued shares having par value plus the aggregate amount of consideration received by the corporation for the issuance of shares without par value plus such amounts as from time to time by resolution of the Board of Directors may be transferred thereto.

-3-

ARTICLE IV. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors are expressly authorized.

To make, alter, amend and rescind the by-laws of the company, and to fix the times for the declaration and payment of dividends, and subject to the provisions of the statute, to authorise and cause to be executed mortgages and liens upon the real and personal property of the company.

The company may use and apply its surplus earnings and accumulated profits to the purchase or acquisition of property and to the purchase or acquisition of its own capital stock, from time to time and to such extent and in such manner and upon such terms, as the Board of Directors shall determine.

Subject to the foregoing provisions, the By-laws may prescribe the number of directors to constitute a _____ at their meetings, and such number may be less than a majority of the whole number.

The company reserves the right to amend, alter, change or repeal any provisions of this certificate contained in the manner ___ hereafter prescribed by statute for the amendment of the certificate of incorporation.

ARTICLE V. The principal office of the company is to be located _ _ _ ____ Manhattan, County of New York, State of New York.

-4-

ARTICLE VI. The duration of the company is to be perpetual.

ARTICLE VII. The number of its directors is to be three. The directors need not be Stockholders unless the By-laws of the corporation shall so require. The names and post office addresses of its directors until the first annual meeting of the corporation are as follows:-

NAMES	POST OFFICE ADDRESSES
BEATRICE ZELENKO	#1540 Broadway, Manhattan
	Borough, New York City.
GERTRUDE LEBELSON	#1540 Broadway, Manhattan
	Borough, New York City.
MATIE HAMMERSTEIN	#1540 Broadway, Manhattan
	Borough, New York City.

ARTICLE VIII. The names and post office addresses of each of the subscribers of this certificate of incorporation and the statement of the number of shares which each agrees to take in the corporation, are as follows :-

NAMES	POST OFFICE ADDRESSES	NO. OF SHARES
BEATRICE ZELENKO	#1540 Broadway, Manhattan
	Borough, New York City.	2
GERTRUDE LEBELSON	#1540 Broadway, Manhattan
	Borough, New York City.	2
MATIE HAMMERSTEIN	#1540 Broadway, Manhattan
	Borough, New York City.	1

ARTICLE IX. All of the subscribers of the certificate of incorporation are of full age, at least two-thirds of them

-5-

are citizens of the United States and at least one of them is a resident of the State of New York, and at least one of said persons named as a director is a citizen of the United States and a resident of the State of New York.

IN WITNESS WHEREOF, we have made and subscribed this certificate in triplicate this 11^th day of May, 1928.

/s/    MATIE HAMMERSTEIN	(L.S.)
/s/    GERTRUDE LEBELSON	(L.S.)
/s/    BEATRICE ZELENKO	(L.S.)

STATE OF NEW YORK	)
	)SS.:
COUNTY OF NEW YORK	)

On this day of May, 19_8, before me personally came _____,____ and _______________, to me known and known to me to be the individuals described in and who executed the foregoing certificate of incorporation and they severally __ acknowledged to me that they executed the same.

/s/    Illegible        

-6-

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION OF

ETON AMUSEMENT CORPORATION

PURSUANT TO SECTION 36 OF THE STOCK CORPORATION LAW

WE, the undersigned, being the holders of record of all the outstanding shares of Eton Amusement Corporation entitled to vote on a change in the number of directors, do hereby certify as follows:

1. The name of corporation is ETON AMUSEMENT CORPORATION.

2. The Certificate of Incorporation was filed in the office of the Secretary of State on the 17th day of May, 1928.

3. The Certificate of Incorporation of this corporation is hereby amended, as authorized in subdivision 2 of Section 35 of the Stock Corporation Law to change the number of directors to not less than four nor more than eight.

4. To accomplish such change in the number of directors, the first sentence of Article VII of the Certificate of Incorporation of this corporation is hereby amended to read as follows:

“The number of directors of the Corporation shall not be less than four nor more than eight.”

IN WITNESS WHEREOF we have made and subscribed this Certificate this 30^th day of June 1954.

LOEW’S INCORPORATED
BY	/s/    Illegible
	Vice President

[SEAL]

STATE OF NEW YORK	)
	)	SS.:
COUNTY OF NEW YORK	)

On this 30^th day of June 1954, before me personally came JOSEPH R. VOGEL, to me known, who, being by me duly sworn, did depose and say that he resides at No. 888 Park Avenue, New York City; that he is the Vice President of Loew’s Incorporated, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he signed his name thereto by like order.

/s/    MORRIS SHER        

MORRIS SHER

Notary Public, State of New York

No. 24-8964200, Qualified in Kings Co.

Cert. Filed in New York County

Commission Expires March 30, 1956

STATE OF NEW YORK	)
	)	SS.:
COUNTY OF NEW YORK	)

LEOPOLD FRIEDMAN being duly sworn deposes and says:

That he is the Secretary of Eton Amusement Corporation; that the persons who executed the foregoing Certificate of Increase of the number of directors of Eton Amusement Corporation, constitute the holders of record of all outstanding shares of said corporation entitled to vote with relation to the proceedings provided for in the Certificate.

Subscribed and sworn to before me this 30th day of June 1954.
/s/    MORRIS SHER	/s/    Illegible
MORRIS SHER
Notary Public, State of New York
No. 24-8964200, Qualified in Kings Co.
Cert. Filed in New York County
Commission Expires March 30, 1956

2

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION OF

ETON AMUSEMENT CORPORATION

PURSUANT TO SECTION 36 OF THE STOCK CORPORATION LAW

THE UNDERSIGNED, holder of record of all of the outstanding shares of ETON AMUSEMENT CORPORATION entitled to vote with relation to the proceedings provided for in this Certificate, does hereby certify as follows:

1. The name of the corporation is ETON AMUSEMENT CORPORATION

2. The Certificate of Incorporation of said corporation was filed in the office of the Secretary of State on the 17th day of May 28.

3. The Certificate of Incorporation is hereby amended to effect a change authorized in subdivision 2 of Section 35 of the Stock Corporation Law, to wit_ to provide that the number of directors shall be not less than three nor more than ten,

4. To accomplish the amendment, the provision of the Certificate of Incorporation, as amended by a Certificate of Amendment filed on the 24th day of August 1954, fixing the number of directors, is hereby further amended to read as follows:

“The number of directors of the corporation shall be not less than three nor more than ten.”

IN WITNESS WHEREOF, the undersigned has subscribed and acknowledged this Certificate this 5th day of April, 1957.

LOEW’S INCORPORATION
BY	/s/    CHARLES C. MOSKOWITZ
	Charles C. Moskowitz, Vice-Pres.

STATE OF NEW YORK	)
COUNTY OF NEW YORK	)	SS:

On this 5th day of April, 1957, before me personally came CHARLES C. MOSKOWITZ to me known, who being by me duly sworn, did depose and say that he resides at 8245 Beverly Road, Kew Gardens, L.I.,N.Y.; that he is the Vice-President of LOEW’S INCORPORATED, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; that he signed his name thereto by like order.

/s/    THOMAS BRESS        

THOMAS BRESS

NOTARY PUBLIC, STATE OF NEW YORK

NO. 30-0410200

TERM EXPIRES MARCH 30, 1959

STATE OF NEW YORK	)
COUNTY OF NEW YORK	)	SS:

ARCHIE WELTMAN, being duly sworn, deposes and says:

That he is the Secretary of ETON AMUSEMENT CORPORATION; that LOEW’S INCORPORATED which executed the foregoing Certificate of Amendment is the holder of record of all outstanding shares of ETON AMUSEMENT CORPORATION entitled to vote with relation to the proceedings provided for in said Certificate.

/s/    ARCHIE WELTMAN        

ARCHIE WELTMAN

Subscribed and sworn to before me this 5th day of April, 1957.

/s/    THOMAS BRESS        

THOMAS BRESS

NOTARY PUBLIC, STATE OF NEW YORK

NO. 30-0410200

TERM EXPIRES MARCH 30, 1959

CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION

of

ETON AMUSEMENT CORPORATION

Under Section 805 of the Business Corporation Law

FIRST: The name of the Corporation is ETON AMUSEMENT CORPORATION.

SECOND: The Certificate of Incorporation of the Corporation was filed by the Department of State on May 17, 1928.

THIRD: The amendment of the certificate of incorporation effected by this certificate of amendment is as follows: To remove from the authorized shares of the corporation 1,490 issued reacquired and cancelled shares of capital stock, without par value, and, in that connection, to reduce the stated capital of the Corporation by the amount of stated capital represented by the shares to be removed, so that the aggregate stated capital of the Corporation is reduced from $150,000 to $1,000.

FOURTH: To accomplish the foregoing amendment Article III of the certificate of incorporation relating to the aggregate number of shares which the Corporation is

1

authorized to issue, the par value thereof and the classes into which the shares are divided, is hereby amended to read as follows:

“ARTICLE III. (a) The total number of shares that may be issued by the corporation is 10.

(b) None of these shares shall have a par value.

(c) The total number of shares which are to be without par value is 10.”

FIFTH: The foregoing amendment of the certificate of incorporation of the corporation was authorized by the unanimous written consent of the holder of all the outstanding shares of the corporation entitled to vote on the said amendment of the certificate of incorporation.

IN WITNESS WHEREOF, I have subscribed this document on May 23, 1975, and do hereby affirm, under the penalty of perjury, that the statements contained therein have been examined by me and are true and correct.

LOEWS REALTY INC.
SOLE SHAREHOLDER
By	/s/    BARRY HIRSCH
	Barry Hirsch
	Vice President-Secretary

-2-

F020322000326

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

Eton Amusement Corporation

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

1. The name of the corporation is: Eton Amusement Corporation.

2. The certificate of incorporation of said corporation was filed by the Department of State on May 17, 1928.

3. The certificate of incorporation is amended so that Article Three is amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4. Shareholder approval was not required. In accordance with Section 808 of the New York Business Corporation Law, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. Al, case number 01-40414, confirmed and approved on March 1, 2002.

IN WITNESS WHEREOF, I hereunto sign my name and affirm that statements made herein are true under the penalties of perjury this 21 day of March, 2002.

Dated: March 21, 2002

Eton Amusement Corporation
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President, signing pursuant to the Bankruptcy Court order in and accordance with section 808 of the NY Business Corporation Law.

1

EX-3.2.91

Exhibit 3.2.91

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

FORTY-SECOND STREET CINEMAS, INC.

FIRST: The name of the corporation is Forty-Second Street Cinemas, Inc.

SECOND: The certificate of incorporation of the corporation was filed by the Department of State on August 4, 1983.

THIRD: The amendment of the certificate of incorporation effected by this certificate of amendment is as follows:

To change the purpose of the corporation.

FOURTH: To accomplish the foregoing amendment, Article Second of the certificate of incorporation is hereby stricken out in its entirety, and the following new Article is substituted in lieu thereof:

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of New York.

FIFTH: The Board of Directors of the corporation authorized the amendment under the authority vested in said Board under the provisions of the certificate of incorporation and of Section 708 of the Business Corporation Law of New York.

[The remainder of this page is left intentionally blank.]

IN WITNESS WHEREOF, Forty-Second Street Cinemas, Inc. has caused this Certificate of Amendment of Certificate of Incorporation to be executed by its Senior Vice President, this 27^th day of July, 2004.

/s/    MICHAEL POLITI        

Senior Vice President

Michael Politi

Senior Vice President & Corporate Counsel

CERTIFICATE OF INCORPORATION

OF

LOEWS LEFRAK, INC.

Under the Section 402 of the Business Corporation Law

The undersigned, being a natural person of at least 21 years of age and acting as the incorporator of the corporation hereby being formed under the Business Corporation Law, certifies that:

FIRST: The name of the corporation is LOEWS LEFRAK, INC.

SECOND: The corporation is formed for the following purpose or purposes:

To engage in, conduct and carry on the business of theatrical proprietors, opera house proprietors, music hall proprietors, caterers for public entertainments, concerts and public exhibitions, moving picture and other variety entertainments and to provide, engage, employ and act as managers of actors, dancers, singers, variety performers, athletes and theatrical and music artists and to produce and present to the public all sorts of plays, shows, exhibitions and amusements which are or may be produced at a theatre or music hall.

To take, lease, purchase, or otherwise acquire, and to own, use, hold, sell, convey, exchange, lease, mortgage, clear, improve, develop, divide and otherwise handle, manage, operate, maintain, control, publicize, advertise, promote, and generally deal in and with, whether as principal, sales business, special, or general agent, broker, factor, buyer, seller, mortgagor, mortgagee, promoter, finder, franchisor, franchisee, licensor, licensee, co-ordinator, consultant, advisor, and in any other lawful capacity, improved and unimproved real and personal property of all kinds, and, without limiting the generality of the foregoing, hotels, motels, inns, resorts, tourist courts, cabins, boarding and lodging houses, apartment houses, tourist

and travel agencies, retail shops and departments, restaurants, cafeterias, tea roo_s, coffee shops, cafes, bars, cabarets, dining facilities, drive-ins, night clubs, taverns, catering establishments, and related facilities for dispensing and furnishing foods, refreshments, alcoholic and non-alcoholic beverages, and related and unrelated products, concessions of any and all kinds, bathing houses, swimming pools, water craft, marine and fishing facilities, beaches and pavilions, hunting and bridle areas, trails and facilities, skiing, tobogganing, sledding, skating, and other winter sport facilities, amusement, entertainment, community, shopping, and recreational centers, facilities, and establishments of any and all kinds, and to conduct a general real estate development, planning, operating, sales, brokerage, agency, management, counsellors, advisory, promotional, and publicity business and a hotel, motel, resort, amusement, and entertainment business in all its branches.

To engage generally in the real estate business as principal, agent, broker, and in any lawful capacity, and generally to take, lease, purchase, or otherwise acquire, and to own, use, hold, sell, convey, exchange, lease, mortgage, work, clear, improve, develop, divide, and otherwise handle, manage, operate, deal in and dispose of real estate, real property, lands, multiple-dwelling structures, houses, buildings and other works and any interest or right therein; to take, _lease, purchase or otherwise acquire, and to own, use, hold, sell, convey, exchange, hire, lease, pledge, mortgage, and otherwise handle, and deal in and dispose of, as principal, agent, broker, and in any lawful capacity, such personal property, chattels, chattels real, rights, easements, privileges, choses in action, notes, bonds, mortgages, and securities as may lawfully be acquired, held, or disposed of; and to acquire, purchase, sell, assign, transfer, dispose of, and generally deal in and with, as principal, agent, broker, and in any lawful capacity, mortgages and other interests in real, personal, and mixed properties; to carry on a general construction, contracting, building, and realty management business as principal, agent, representative, contractor, subcontractor, and in any other lawful capacity.

To carry on a general mercantile, industrial, investing, and trading business in all its branches; to devise, invent, manufacture, fabricate, assemble, install, service, maintain, alter, buy, sell, import,

-2-

export, license as licensor or licensee, lease as lessor or lessee, distribute, job, enter into, negotiate, execute acquire, and assign contracts in respect of, acquire, receive, grant, and assign licensing arrangements, options, franchises, and other rights in respect of, and generally deal in and with, at wholesale and retail, as principal, and as sales, business, special, or general agent, representative, broker, factor, merchant, distributor, jobber, advisor, and in any other lawful capacity, goods, wares, merchandise, commodities, and unimproved, improved, finished, processed, and other real, personal, and mixed property of any and all kinds, together with the components, resultants, and by-products thereof; to acquire by purchase or otherwise own, hold, lease, mortgage, sell, or otherwise dispose of, erect, construct, make, alter, enlarge, improve, and to aid or subscribe toward the construction, acquisition or improvement of any factories, shops, storehouses, buildings, and commercial and retail establishments of every character, including all equipment, fixtures, machinery, implements and supplies necessary, or incidental to, or connected with, any of the purposes or business of the corporation; and generally to perform any and all acts connected therewith or arising therefrom or incidental thereto, and all acts proper or necessary for the purpose of the business.

To apply for, register, obtain, purchase, lease, take licenses in respect of or otherwise acquire, and to hold, own, use, operate, develop, enjoy, turn to account, grant licenses and immunities in respect of, manufacture under and to introduce, sell, assign, mortgage, pledge or otherwise dispose of, and, in any manner deal with and contract with reference to:

(a) inventions, devices, formulae, processes and any improvements and modifications thereof;

(b) letters patent, patent rights, patented processes, copyrights, designs, and similar rights, trademarks, trade symbols and other indications of origin and ownership granted by or recognized under the laws of the Untied States of America or any state or subdivision thereof, or of any foreign country or subdivision thereof, and all rights connected therewith or appertaining thereunto;

(c) franchises, licenses, grants and concessions.

-3-

To engage in joint ventures with other _____ firms or corporations for any purposes permitted, under the Business Corporation Law of this Certificate of Incorporation.

To have, in furtherance of the corporate purposes, all of the powers conferred upon corporations organized under the Business Corporation Law subject to any limitations thereof contained in this Certificate of Incorporation or in the laws of the State of New York.

THIRD: The office of the corporation is to be located in the City of New York, County of New York, State of New York.

FOURTH: The aggregate number of shares which the corporation shall have authority to issue is five hundred, each having a par value of One ($1.00) Dollar, all of which are of the same class.

FIFTH: The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served. The post office address within the State of New York to which the Secretary of State shall mail a copy of any process against the corporation served upon him is: Loews Lefrak, Inc., c/o Corporate Secretary, Loews Corporation, 666 Fifth Avenue, New York, New York 10103.

SIXTH: The duration of the corporation is to be perpetual.

SEVENTH: No holder of any of the shares of any class of the corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of any class of the corporation or for the purchase of any shares, bonds, securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry any rights, to subscribe for, purchase or otherwise acquire shares of any class of the corporation, and any and all of such shares, bonds, securities or obligations of the corporation, whether now or hereafter authorized or created, may be issued, or

-4-

may be reissued or transferred if the same have been reacquired and have treasury status, and any and all of such rights and options may be granted by the Board of Directors to such persons, firms, corporations and associations, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same, or any thereof to any said holder. Without limiting the generality of the foregoing stated denial of any and all preemptive rights no holder of shares of any class of the corporation shall have any preemptive rights in respect of the matters, proceedings, or transactions specified in subparagraphs (1) to (6), inclusive, of paragraph (a) of Section 622 of the Business Corporation Law.

EIGHTH: Except as may otherwise be specifically provided in this Certificate of Incorporation, no provision of this Certificate of Incorporation is intended by the corporation to be construed as limiting, prohibiting, denying, or abrogating any of the general or specific powers or rights conferred under the Business Corporation Law upon the corporation, upon its shareholders, bondholders, and security holders, and upon its directors, officers, and other corporate personnel, including, in particular, the power of the corporation to furnish indemnification to directors and officers in the capacities defined and prescribed by the Business Corporation Law and the defined and prescribed rights of said persons to indemnification as the same are conferred by the Business Corporation Law.

Subscribed and affirmed by me as true under the penalties of perjury on August 2, 1983.

/s/    BARBARA R. CORBETT        

Barbara R. Corbett, Incorporator

666 Fifth Avenue

New York, N.Y. 10103

-5-

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LOEWS LEFRAK CINEMAS, INC.

Under Section 805 of the Business

Corporation Law

Pursuant to the provisions of Section 805 of the Business Corporation Law, the undersigned hereby certifies:

FIRST: That the name of the corporation is Loews Lefrak Cinemas, Inc. The name under which the corporation was formed was Loews Lefrak, Inc.

SECOND: That the Certificate of Incorporation of the corporation was filed by the Department of State, Albany, New York, on the 4th day of August, 1983.

THIRD: That the amendment to the Certificate of Incorporation effected by this Certificate is as follows: to change the name of the corporation

To accomplish the foregoing amendment Article First of the certificate of incorporation of the corporation, relating to the corporate name, is hereby amended to read as follows:

“FIRST” The name of the corporation is

Loews Fourteenth Street Cinemas, Inc.

FOURTH: That the amendment of the Certificate of Incorporation was authorized by the vote at a meeting of the Board of Directors, followed by the written consent of the Sole Shareholder of the Corporation.

1

IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements made herein are true under the penalties of perjury this 21st day of October, 1988.

LTM NEW YORK, INC.

(sole shareholder)

/s/    SEYMOUR H. SMITH        

SEYMOUR H. SMITH

Executive Vice President; Secretary

2

F970819000614

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LOEWS FESTIVAL CINEMAS, INC.

(UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW)

PREPARED BY AND RETURN TO:

SEYMOUR H. SMITH, ESQ.

SONY THEATRE MANAGEMENT CORP.

711 FIFTH AVENUE

NEW YORK, NEW YORK 10022

ICC

FILED
TAX $
By:	/s/ Illegible

3

F900904000531

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LOEWS FOURTEENTH STREET CINEMAS, INC.

Under Section 805 of the Business

Corporation Law

Pursuant to the provisions of Section 805 of the Business Corporation Law, the undersigned hereby certifies:

FIRST: That the name of the corporation is Loews Fourteenth Street Cinemas, Inc. The name under which the corporation was formed was Loews Defrak, Inc.

SECOND: That the Certificate of Incorporation of the corporation was filed by the Department of State, Albany, New York, on the 4th day of August, 1983.

THIRD: That the amendment to the Certificate of Incorporation effected by this Certificate is as follows: to change the name of the corporation.

To accomplish the foregoing amendment. Article First of the Certificate of Incorporation of the corporation relating to the corporate name, is hereby amended to read as follows:

“First: The name of the corporation is Loews Festival Cinemas, Inc.”

FOURTH: That the amendment of the Certificate of Incorporation was authorized by the vote at a meeting of the Board of Directors, followed by the written consent of the sole shareholder of the Corporation.

1

IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements made herein are true under the penalties of perjury this 29th day August, 1990.

LOEWS FOURTEENTH STREET CINEMAS, INC. and LTM NEW YORK, INC. (its sole shareholder)
By:	/s/    SEYMOUR H. SMITH
	Seymour H. Smith
	Vice President; Secretary

2

F900904000531

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LOEWS FOURTEENTH STREET CINEMAS, INC.

(UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW)

PREPARED BY:

DAVID I. BADAIN

DEPUTY GENERAL COUNSEL

LOEWS THEATRE MANAGEMENT CORP.

400 PLAZA DRIVE

SECAUCUS, NEW JERSEY 07094

ICC FILED
STATE OF NEW YORK ____________________
FILED
TAX $	None
BY:	/s/ Illegible

3

F931020000302

CERTIFICATE OF CHANGE

OF

LOEWS FESTIVAL CINEMAS, INC.

Under Section 805-A of the

Business Corporation Law

Pursuant to the provisions of Section 805-A of the Business Corporation Law, the undersigned hereby certifies:

FIRST: That the name of the corporation is Loews Festival Cinemas, Inc., formerly known as Loews Fourteenth Street Cinemas, Inc., which corporation was formerly known as Loews Lefrak, Inc.

SECOND: That the Certificate of Incorporation of the corporation was filed by the Department of State Albany, New York, on the 4th day of August, 1983.

THIRD: That the Certificate of Incorporation effected by this Certificate is as follows:

To change the post office address to which the Secretary of State shall mail a copy of any process against the corporation serviced upon him, so that such address shall hereafter be Loews Festival Cinemas, Inc. c/o Loews Theatre Management Corp., 711 Fifth Avenue, New York, New York, 10023, Attention: General Counsel.

FOURTH: That the change of the Certificate of Incorporation was authorized by a vote at a meeting of the Board of Directors

1

followed by the written consent of the sole shareholder of the Corporation.

IN WITNESS THEREOF, I hereunto sign my name and affirm that the statements made herein are true under the penalties of perjury this 17th day of May, 1993.

LOEWS FESTIVAL CINEMAS, INC.

/s/    SEYMOUR H. SMITH        

Seymour H. Smith

Executive Vice President/Secretary

/s/    DAVID BADAIN        

David Badain

Assistant Secretary

2

F970819000614

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LOEWS FESTIVAL CINEMAS, INC.

Under Section 805 of the

Business Corporation Law

Pursuant to the provisions of Section 805 of the Business Corporation Law, the undersigned hereby certifies:

FIRST: That the name of the corporation is Loews Festival Cinemas, Inc., formerly known as Loews Fourteenth Street Cinemas, Inc., ___________ name was changed by a Certificate of Amendment of Certificate of Incorporation filed on September 4, 1990, which was formerly known as Loews Lefrak Cinemas, Inc. which name was changed by a Certificate of Amendment of Certificate of Corporation filed on November 04, 1988; which was formerly known as Chartwell Lefrak, Inc., which name was changed by a Certificate of Merger of Chartwell Lefrak, Inc. and Loews Lefrak,___________ Loews Lefrak, Inc. filed on September 26, 1985.

SECOND: That the Certificate of Incorporation of said _____________ was filed by the Department of State, Albany, New ___________ 4th day of August 1983.

THIRD: That the amendment to the Certificate of __________ _________ by this Certificate is as follows: to ___________ __________ of the corporation.

To accomplish the foregoing amendment, Article First of the ___________ of incorporation of the corporation relating to the ____________ is hereby amended to read as follows:

“FIRST”: The name of the corporation is Forty-Second Street ____________.

FOURTH: That the amendment of the Certificate of _______ was _______ by the vote at a meeting of the ______ ______ followed by the written consent of the sole _______ _______ Corporation.”

1

IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements made herein are true under the penalties of ____________ this _______ day of July, 1997.

LOEWS FESTIVAL CINEMAS, INC.		LOEWS FESTIVAL CINEMAS, INC.
By:	/s/    Illegible	By:	/S/    SEYMOUR H. SMITH
	Illegible		Seymour H. Smith
	Assistant Secretary		Executive Vice President

2

F970819000614

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LOEWS FESTIVAL CINEMAS, INC.

(UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW)

PREPARED BY AND RETURN TO:

SEYMOUR H. SMITH, ESQ.

SONY THEATRE MANAGEMENT CORP.

711 FIFTH AVENUE

NEW YORK, NEW YORK 10022

ICC
FILED
TAX $
BY:	/s/ Illegible

3

F020322000338

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

Forty-Second Street Cinemas, Inc.

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

1 The name of the corporation is forty Second Street Cinemas, Inc.

2 The certificate of incorporation of said corporation was filed by the Department of State on August 4, 1983, under the name Loews Lefrak, Inc.

3 The certificate of incorporation is amended so that Article Four is amended by adding the following sentence

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4 Shareholder approval was not required. In accordance with Section 808 of the New York Business Corporation Law, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01_40501_ confirmed and approved on March 1, 2002.

IN WITNESS WHEREOF, I hereunto sign my name and affirm that statements made herein are true under the penalties of perjury this 21 day of March, 2002.

Dated March 21, 2002

Forty Second Street Cinemas, Inc.
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President, signing pursuant to the Bankruptcy Court order in and accordance with section 808 of the NY Business Corporation Law

1

EX-3.2.92

Exhibit 3.2.92

F040730000297

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

HAWTHORNE AMUSEMENT CORPORATION

Under Section 805 of the Business Corporation Law

FIRST: The name of the corporation is Hawthorne Amusement Corporation

SECOND: The certificate of incorporation of the corporation was filed by the Department of State on November 14, 1924.

THIRD: The amendment of the certificate of incorporation effected by this certificate of amendment is as follows:

To change the purpose of the corporation.

FOURTH: To accomplish the foregoing amendment, Article Second of the certificate of incorporation is hereby stricken out in its entirety, and the following new Article is substituted in lieu thereof:

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of the State of New York, exclusive of any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.

FIFTH: The Board of Directors and the Shareholders of the corporation authorized the amendment under the authority vested in said Board under the provisions of the certificate of incorporation and of Section 708 of the Business Corporation Law of New York.

[The remainder of this page is left intentionally blank.]

1

IN WITNESS WHEREOF, Hawthorne Amusement Corporation has caused this Certificate of Amendment of Certificate of Incorporation to be executed by its Senior Vice President, this 27^th day of July, 2004.

/s/    MICHAEL POLITI        

Senior Vice President

Michael Politi

Senior Vice President & Corporate Counsel

2

CERTIFICATE OF INCORPORATION

-OF-

HAWTHORNE AMUSEMENT CORPORATION

PURSUANT TO ARTICLE TWO OF THE STOCK CORPORATION LAW.

ARTICLE I. The corporate name is HAWTHRONE AMUSEMENT CORPORATION.

ARTICLE II. The purposes for which the corporation is formed are:- to purchase or otherwise acquire, erect, sell, lease, deal in and operate theatres and to maintain and operate other amusement enterprises of all kinds; to buy, rent, sell, manufacture, exhibit, deal in and with moving picture films.

To purchase or otherwise acquire, real estate and leasehold or any interest therein, in addition to such as may be necessary for the purposes hereinbefore expressed and to own, hold or improve, lease, sell and deal in the same.

To purchase or otherwise acquire, real and personal property of any and all kinds that may be lawfully acquired and held by a business corporation, and in particular lands, leaseholds, shares of stock, mortgages, bonds, debentures and other securities, merchandise, book debts and claims, copyrights, manuscripts, trademarks, trade-names, brands, labels, patents, caveats, and patent rights, licenses, grants and concessions and any interest in real or personal property.

1

To enter into, make, perform and carry out contracts of every kind which a corporation organised under the business corporation law may enter into, and for any lawful purpose with any firm, person, association or corporation.

To make, accept, endorse, execute and issue promissory notes, bills of exchange, bonds, debentures, mortgages and other obligations, from time to time for the purchase of property or any purpose in or about the business of the company, and to secure the payment of any such obligation by mortgage, pledge, deed of trust or otherwise.

To purchase, hold and re-issue shares of its capital stock in the manner and to the extent permitted by the laws of the state of New York.

To conduct and transact business in any of the states, territories, colonies or dependencies of the United States, and in any and all foreign countries, to have one or more offices therein and therein to hold, purchase, mortgage and convey, real and personal property without limit, as to amount, but always subject to local laws.

The foregoing clauses shall be construed both as objects and powers; and it is hereby provided that the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the powers of the corporation.

To do all and every thing necessary, suitable and proper for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of

2

the powers hereinbefore set forth, either alone or associated with other corporations, firms or individuals, and to do any, other set or acts, thing or things incidental or pertaining to or growing out of, or connected with the aforesaid business, or powers, any part or parts thereof, provided the same be not inconsistent with the law under which this corporation is organized.

ARTICLE III. The amount of the capital stock shall be $10,000 consisting of 100 shares of the par value of $100 each.

ARTICLE IV. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors are expressly authorized :-

To make, alter, amend and re_oind the By-Laws of the Company, and to fix the times for the declaration and payment of dividends, and subject to the provisions of the statute, to authorize and cause to be executed mortgages and liens upon the real and personal property of the company.

The company may use and apply its surplus earnings and accumulated profits to the purchase or acquisition of property and to the purchase or acquisition of its own capital stock, from time to time and to such extent and in such manner and upon such terms, as the Board of Directors shall determine.

Subject to the foregoing provisions, the By-Laws may prescribe the number of directors to constitute a quorum at their meetings, and such number may be less than a

3

majority of the whole number.

The company reserves the right to amend, alter, change or repeal any provision of this certificate contained in the manner now or ____ after prescribed by statute for the amendment of the certificate of incorporation.

ARTICLE V. The principal office of the company is to be located in the Borough of _anhattan, County of New York, State of New York.

ARTICLE VI. The duration of the company is to be perpetual.

ARTICLE VII. The number of its directors is to be three. The directors need not be stockholders unless the by-laws of the corporation shall so require. The names and post office addresses of its directors until the first annual meeting of the corporation are as follows : -

NAMES	POST OFFICE ADDRESSES
DAVID BLUM	#1540 Broadway, Manhattan Borough, New York City.
IRVING H. GREENFIELD	#1540 Broadway, Manhattan Borough, New York City.
MATIE HAMMERSTEIN	#1540 Broadway, Manhattan Borough, New York City.

4

ARTICLE VIII. The names and post office addresses of each of the subscribers of this certificate of incorporation and the statement of the number of shares which each agrees to take in the corporation are as follows:

NAMES	POST OFFICE ADDRESSES
DAVID BLUM	#1540 Broadway, Manhattan Borough, New York City
IRVING H. GREENFIELD	#1540 Broadway, Manhattan Borough, New York City
MATIE HAMMERSTEIN	#1540 Broadway, Manhattan Borough, New York City

ARTICLE IX. All the subscribers of the certificate of incorporation are of full age, at least two thirds of them are citizens of the United States and at least one of them is a resident of the State of New York, and at least one of said persons named as a director is a citizen of the United States and a resident of the State of New York.

IN WITNESS WHEREOF, we have made and subscribed this certificate in triplicate, this 13^th day of November, 1924.

/s/    DAVID BLUM        

/s/    IRVING H. GREENFIELD        

/s/    MATIE HAMMERSTEIN        

STATE OF NEW YORK	)
COUNTY OF NEW YORK	) SS:

On this 13^th day of November, 1924, before me personally came DAVID BLUM, IRVING H. GREENFIELD & MATIE HAMMERSTEIN, to me known and known to me to be the persons described in and who executed the foregoing certificate of incorporation and they severally duly acknowledged to me that they executed ___ ____

/s/    Illegible        

Commissioner of Board, City of New York

Term expires March 4, 192_

N. Y. Co. Register’s No. ______

5

F020322000349

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

Hawthorne Amusement Corporation

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

1 The name of the corporation is: Hawthorne Amusement Corporation.

2. The certificate of incorporation of said corporation was filed by the Department of State on November 14, 1924.

3. The certificate of incorporation is amended so that Article Three is amended by adding the following sentence:

“In accordance with Section 1123(a)(b) of the Bankruptcy Code, this corporation shall not issue non voting equity securities prior to March 21, 2003.”

4. Shareholder approval was not required. In accordance with Section 808 of the New York Business Corporation Law, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40423, confirmed and approved on March 1, 2002.

IN WITNESS WHEREOF, I hereunto sign my name and affirm that statements made herein are true under the penalties of perjury this 21, day of March, 2002.

Dated: March 21, 2002

Hawthorne Amusement Corporation
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President, signing pursuant to the Bankruptcy Court order in and accordance with section 808 of the NY Business Corporation Law.

1

EX-3.2.93

Exhibit 3.2.93

F040730000300

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

HINSDALE AMUSEMENT CORPORATION

Under Section 805 of the Business Corporation Law

FIRST: The name of the corporation is Hinsdale Amusement Corporation

SECOND: The certificate of incorporation of the corporation was filed by the Department of State on November 30, 1956.

THIRD: The amendment of the certificate of incorporation effected by this certificate of amendment is as follows:

To change the purpose of the corporation.

FOURTH: To accomplish the foregoing amendment, Article Second of the certificate of incorporation is hereby stricken out in its entirety, and the following new Article is substituted in lieu thereof:

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of the State of New York, exclusive of any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.

FIFTH: The Board of Directors and the Shareholders of the corporation authorized the amendment under the authority vested in said Board under the provisions of the certificate of incorporation and of Section 708 of the Business Corporation Law of New York.

[The remainder of this page is left intentionally blank.]

1

IN WITNESS WHEREOF, Hinsdale Amusement Corporation has caused this Certificate of Amendment of Certificate of Incorporation to be executed by its Senior Vice President, this 27^th day of July, 2004.

/s/    MICHAEL POLITI        

Senior Vice President

Michael Politi

Senior Vice President & Corporate Counsel

2

CERTIFICATE OF INCORPORATION

OF

HINSDALE AMUSEMENT CORPORATION

Pursuant to Article Two of the Stock Corporation Law

ARTICLE I. The corporate name is HINSDALE AMUSEMENT CORPORATION.

ARTICLE II. The purposes for which the corporation is formed are:-

To purchase or otherwise acquire, erect, sell, lease, deal in and operate theatres and to maintain and operate other amusement enterprises of all kinds; to buy, rent, sell, manufacture, exhibit, deal in and with moving picture films.

To purchase or otherwise acquire real estate and leaseholds or any interest therein, in addition to such as may be necessary for the purpose hereinbefore expressed and to own, hold or improve, lease, sell and deal in the same.

To purchase or otherwise acquire real and personal property of any and all kinds that may be lawfully acquired and held by a business corporation and in particular, lands, leaseholds, shares of stock, mortgages, bonds, debentures and other securities, merchandise, book

debts and claims, copyrights, manuscripts, trademarks, tradenames, brands, labels, patents, caveats and patent rights, licenses, grants and concessions and any interest in real or personal property.

To enter into, make, perform and carry out contracts of every kind which a corporation organized under the business corporation law may enter into, and for any lawful purpose with any firm, person, association or corporation.

To make, accept, endorse, execute and issue promissory notes, bills of exchange, bonds, debentures, mortgages and other obligations from time to time for the purchase of property or any purpose in or about the business of the company, and to secure the payment of any such obligation by mortgage, pledge, deed of trust or otherwise.

To purchase, hold and reissue shares of its capital stock in the manner and to the extent permitted by the laws of the State of New York.

To conduct and transact business in any of the states, territories, colonies or dependencies of the United States and in any and all foreign countries; to have one or more offices therein and therein to hold, purchase, mortgage and convey real and personal property without limit as to amount, but always subject to local laws.

The foregoing clauses shall be construed both as objects and powers, and it is hereby provided that the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the powers of the corporation.

To do all and every thing necessary, suitable and proper for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth, either along or associated with other corporations, firms or individuals, and to do any other act or acts, thing or things incidental or pertaining to or growing out of or connected with the aforesaid business or powers, or any part or parts thereof, provided the same be not inconsistent with the law under which this corporation is organized.

ARTICLE III. (a) The total number of shares that may be issued by the corporation is two hundred (200).

(b) None of these shares shall have a par value.

(c) The total number of shares which are to be without par value is two hundred (200).

(d) The capital of the corporation shall be at least equal to the sum of the aggregate par value of all issued shares having par value plus the aggregate amount of consideration received by the

corporation for the issuance of shares without par value plus such amounts as from time to time by resolution of the Board of Directors may be transferred thereto.

ARTICLE IV. Subject to the limitations provided by statute, the Board of Directors is authorized:

To make, alter and amend the by-laws of the corporation.

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation subject to the consent of stockholders whenever required by statute.

The company may use and apply its surplus earnings and accumulated profits to the purchase or acquisition of property and to the purchase or acquisition of its own capital stock from time to time and to such extent and in such manner and upon such terms as the Board of Directors shall determine.

Subject to the foregoing provisions the by-laws may prescribe the number of directors to constitute a quorum at their meetings, and such number may be less than a majority of the whole number.

The company reserves the right to amend, alter, change or repeal any provision of this certificate contained in the manner now or hereafter prescribed by statute for the amendment of the certificate of incorporation.

ARTICLE V. The Secretary of State is designated as the agent of the corporation upon whom process in any action or proceeding against it may be served.

The principal office of the company is to be located in the Borough of Manhattan, County of New York, State of New York, and the address to which the Secretary of State shall mail a copy of process in any action or proceeding against the corporation which may be served upon him, is No. 1540 Broadway in the Borough of Manhattan, City of New York.

ARTICLE VI. The duration of the company is to be perpetual.

ARTICLE VII. The number of directors of the corporation shall not be less than three nor more than eight. The directors need not be stockholders unless the by-laws of the corporation shall so require. The names and post office addresses of its directors until the first annual meeting of the corporation are as follows:-

NAMES	POST OFFICE ADDRESSES
ROSE SONENBLICK	1540 Broadway Borough of Manhattan City of New York
BLANCHE DAYTON	1540 Broadway Borough of Manhattan City of New York
SALLY WEINSTOCK	1540 Broadway Borough of Manhattan City of New York

ARTICLE VIII. The names and post office addresses of each of the subscribers of this certificate of incorporation and the statement of the number of shares which each agrees to take in the corporation are as follows:-

NAMES	POST OFFICE ADDRESSES	NO. OF SHARES
ROSE SONENBLICK	1540 Broadway Borough of Manhattan New York City	1
BLANCHE DAYTON	1540 Broadway Borough of Manhattan New York City	1
SALLY WEINSTOCK	1540 Broadway Borough of Manhattan New York City	1

ARTICLE IX. Any person made a party to any action, suit or proceeding, by reason of the fact that he, his testator or intestate, is or was a director, officer or employee of the corporation or of any corporation which he served as such at the request of the corporation, shall be indemnified by the corporation against the reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such officer, director or employee is liable for negligence or misconduct in the performance of his duties.

ARTICLE X. All of the subscribers of the certificate of incorporation are of full age, at least two-thirds of them are citizens of the United States and at least one of said persons named as a director is a citizen of the United States and a resident of the State of New York.

IN WITNESS WHEREOF, we have made and subscribed this certificate this 14th day of November, 1956.

/s/    ROSE SONENBLICK	(L.S.)
/s/    BLANCHE DAYTON	(L.S.)
/s/    SALLY WEINSTOCK	(L.S.)

STATE OF NEW YORK	)
	)	ss.:
COUNTY OF NEW YORK	)

On this 14th day of November, 1956, before me personally came ROSE SONENBLICK, BLANCHE DAYTON and SALLY WEINSTOCK, to me known and known to me to be the individuals described in and who executed the foregoing Certificate of Incorporation and they severally duly acknowledged to me that they executed the same.

/s/    Illegible        

___________________________

___________________________

___________________________

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION OF

HINSDALE AMUSEMENT CORPORATION

PURSUANT TO SECTION 36 OF THE STOCK CORPORATION LAW

THE UNDERSIGNED, holder of record of all of the outstanding shares of HINSDALE AMUSEMENT CORPORATION entitled to vote with relation to the proceedings provided for in this Certificate, does hereby certify as follows:

1. The name of the corporation is HINSDALE AMUSEMENT CORPORATION.

2. The Certificate of Incorporation of said corporation of said corporation was filed in the office of the Secretary of State on the 30th day of November, 1956.

3. The Certificate of Incorporation is hereby amended to effect a change authorized in subdivision 2 of Section 35 of the Stock Corporation Law, to wit: to provide that the number of the directors shall be not less than three nor more than ten.

4. To accomplish the amendment, the provision of the Certificate of Incorporation,                     ., fixing the number of directors, is hereby amended to read as follows:

“The number of directors of the corporation shall be not less than three nor more than ten.”

IN WITNESS WHEREOF, the undersigned has subscribed and acknowledged the Certificate this 5th day of April, 1957.

LOEW’S INCORPORATED
BY:	/s/    CHARLES C. MOSKOWITZ
	Charles C. Moskowitz, Vice-Pres.

[SEAL]

STATE OF NEW YORK	)
COUNTY OF NEW YORK	)	SS:

On this 5th day of April, 1957, before me personally came CHARLES C. MOSKOWITZ to me known, who being by me duly sworn, did depose and say that he resides at 8245 Beverly Road, Kew Gardens, L.I., N.Y; that he is the Vice-President of LOEW’S INCORPORATED, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; that he signed his name thereto by like order.

/s/    THOMAS BRESS        

THOMAS BRESS

NOTARY PUBLIC STATE OF NEW YORK

NO. 30-0410200

TERM EXPIRES MARCH 30, 1959

STATE OF NEW YORK	)
COUNTY OF NEW YORK	)	SS:

ARCHIE WELTMAN being duly sworn, deposes and says:

That he is the Secretary of HINSDALE AMUSEMENT CORPORATION; that LOEW’S INCORPORATED which executed the foregoing Certificate of Amendment is the holder of record of all outstanding shares of HINSDALE AMUSEMENT CORPORATION entitled to vote with relation to the proceedings provided for in said Certificate.

/s/    ARCHIE WELTMAN        

ARCHIE WELTMAN

Subscribed and sworn to before

me this 5th day of April, 1957.

/s/    THOMAS BRESS        

THOMAS BRESS

NOTARY PUBLIC STATE OF NEW YORK

NO. 30-0410200

TERM EXPIRES MARCH 30, 1959

F020322000345

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

Hinsdale Amusement Corporation

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

1. The name of the corporation is: Hinsdale Amusement Corporation.

2. The certificate of incorporation of said corporation was filed by the Department of State on November 30, 1956.

3. The certificate of incorporation is amended so that Article Three is amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code_ this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4. Shareholder approval was not required. In accordance with Section 808 of the New York . Business Corporation Law, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. at., case number 01-40499, confirmed and approved on March 1, 2002.

IN WITNESS WHEREOF, I hereunto sign my name and affirm that statements made herein are true under the penalties of perjury this 21 day of March, 2002.

Dated: March 21, 2002

Hinsdale Amusement Corporation
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President,
	signing pursuant to the Bankruptcy Court order in and accordance with section 808 of the NY Business Corporation Law.

1

EX-3.2.94

Exhibit 3.2.94

CERTIFICATE OF INCORPORATION

OF

LANCE THEATRE CORPORATION

Pursuant to Article Two of the Stock Corporation Law

ARTICLE I. The corporate name is LANCE THEATRE CORPORATION.

ARTICLE II. The purposes for which the corporation is formed are:

To purchase or otherwise acquire, erect, sell, lease, deal in and operate theatre_ and to maintain and operate other amusement enterprises of all kinds; to buy, rent, sell, manufacture, exhibit, deal in and with moving picture films.

To purchase or otherwise acquire real estate and leaseholds or any interest therein, in addition to such as may be necessary for the purpose hereinbefore expressed and to own, hold or improve, lease, sell and deal in the same.

To purchase or otherwise acquire real and personal property of any and all kinds that may be lawfully acquired and held by a business corporation and in particular, lands, leaseholds, shares of stock, mortgages, bonds, debentures and other securities, merchandise, book debts and claims, copyrights, manuscripts, trademarks, tradenames, brands,

labels, patents, caveats and patent rights, licenses, grants and concessions and any interest in real or personal property.

To enter into, make, perform and carry out contracts of every kind which a corporation organized under the business corporation law may enter into, and for any lawful purpose with any firm, person, association or corporation.

To make, accept, endorse, execute and issue promissory notes, bills of exchange, bonds, debentures, mortgages and other obligations from time to time for the purchase of property or any purpose in or about the business of the company, and to secure the payment of any such obligation by mortgage, pledge, deed of trust or otherwise.

To purchase, hold and reissue shares of its capital stock in the manner and to the extent permitted by the laws of the State of New York.

To conduct and transact business in any of the states, territories, colonies or dependencies of the United States and in any and all foreign countries; to have one or more offices therein and therein to hold, purchase, mortgage and convey real and personal property without limit as to amount, but always subject to local laws.

The foregoing clauses shall be construed both as objects and powers, and it is hereby provided that the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the powers of the corporation.

To do all and every thing necessary, suitable and proper for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth, either along or associated with other corporations, firms or individuals, and to do any other act or acts, thing or things incidental or pertaining to or growing, out of or connected with the aforesaid business or powers, or any part or parts thereof, provided the same be not inconsistent with the law under which this corporation is organized.

ARTICLE III. The amount of capital stock of this corporation is TEN THOUSAND ($10,000.00) DOLLARS, divided into one hundred shares, having a par value of ONE HUNDRED ($100.00) DOLLARS each.

ARTICLE IV. Subject to the limitations provided by statute, the Board of Directors is authorized:

To make, alter and amend the by-laws of the corporation.

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation subject to the consent of stockholders whenever required by statute.

The company may use and apply its surplus earnings and accumulated profits to the purchase or acquisition of property and to the purchase or acquisition

of its own capital stock from time to time and to such extend and in such manner and upon such terms as the Board of Directors shall determine.

Subject to the foregoing provisions the by-laws may prescribe the number of directors to constitute a quorum at their meetings, and such number may be less than a majority of the whole number.

The company reserves the right to amend, alter, change or repeal any provision of this certificate contained in the manner now or hereafter prescribed by statute for the amendment of the certificate of incorporation.

ARTICLE V. The Secretary of State is designated as the agent of the corporation upon whom process in any action or proceeding against it may be served.

The principal office of the company it to be located in the Borough of Manhattan, County of New York, State of New York, and the address to which the Secretary of State shall mail a copy of process in any action or proceeding against the corporation which may be served upon him, is No. 1540 Broadway, in the Borough of Manhattan, City of New York.

ARTICLE VI. The duration of the company is to be perpetual.

ARTICLE VII. The number of its directors is to be three. The directors need not be stockholders unless the by-laws of the corporation shall so require. The names and post office addresses of its directors until the first annual meeting of the corporation are as follows:

NAMES	POST OFFICE ADDRESSES
MATIE HAMMERSTEIN	1540 Broadway Borough of Manhattan City of New York
GERTRUDE LEBELSON	1540 Broadway Borough of Manhattan City of New York
HELEN STEINBERG	1540 Broadway Borough of Manhattan City of New York

ARTICLE VIII. The name and post office addresses of each of the subscribers of this certificate of incorporation and the statement of the number of shares which each agrees to take in the corporation are as follows:

NAMES	POST OFFICE ADDRESSES	NO. OF SHARES
MATIE HAMMERSTEIN	1540 Broadway Borough of Manhattan New York City	1
GERTRUDE LEBELSON	1540 Broadway Borough of Manhattan New York City	1
HELEN STEINBERG	1540 Broadway Borough of Manhattan New York City	1

ARTICLE IX. All of the subscribers of the certificate of incorporation are of full age, at least two-thirds of them are citizens of the United States and at least one of said persons named as a director, is a citizen of the United States and a resident of the State of New York.

IN WITNESS WHEREOF, we have made and subscribed this certificate in triplicate this 12th day of March, 1943.

/s/    MATIE HAMMERSTEIN	(L.S.)
/s/    GERTRUDE LEBELSON	(L.S.)
/s/    HELEN STEINBERG	(L.S.)

STATE OF NEW YORK	)
CITY OF NEW YORK	:	SS.:
COUNTY OF NEW YORK	)

On this 12th day of March, 1943 before me personally came MATIE HAMMERSTEIN, GERTRUDE LEBELSON and HELEN STEINBERG, to me known and known to me to be the individuals described in and who executed the foregoing Certificate of Incorporation and they severally duly acknowledged to me that they executed the same.

/s/    Illegible        

______________________________

______________________________

______________________________

______________________________

______________________________

______________________________

______________________________

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION OF

LANCE THEATRE CORPORATION

PURSUANT TO SECTION 36 OF THE STOCK CORPORATION LAW

WE, the undersigned, being the holders of record of all the outstanding shares of Lance Theatre Corporation entitled to vote on a change in the number of directors, do hereby certify as follows:

1. The name of the corporation is LANCE THEATRE CORPORATION.

2. The Certificate of Incorporation was filed in the office of the Department of State on the 15th day of March, 1943.

3. The Certificate of Incorporation of this corporation is hereby amended, as authorized in subdivision 2 of Section 35 of the Stock Corporation Law to change the number of directors to not less than four nor more than eight.

4. To accomplish such change in the number of directors, the first sentence of Article VII of the Certificate of Incorporation of this corporation is hereby amended to read as follows:

“The number of directors of the corporation shall not be less than four nor more than eight.”

IN WITNESS WHEREOF we have made and subscribed this Certificate this 30^th day of June 1954.

LOEW’S INCORPORATED
BY	/s/    Illegible
	Vice President

[SEAL]

STATE OF NEW YORK	)
	)	SS.:
COUNTY OF NEW YORK	)

On this 30^th day of June 1954, before me personally came JOSEPH R. VOGEL, to me known, who, being by me duly sworn, did depose and say that he resides at No. 888 Park Avenue, New York City; that he is the Vice President of Loew’s Incorporated, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he signed his name thereto by like order.

/s/    MORRIS SHER        

Morris Sher

Notary Public, State of New York

No. 24-8964200, Qualified in Kings Co.

Cert. Filed in New York County

Commission Expires March 30, 1956

STATE OF NEW YORK	)
	)	SS.:
COUNTY OF NEW YORK	)

LEOPOLD FRIEDMAN being duly sworn deposes and says: That he is the Secretary of Lance Theatre Corporation; that the persons who executed the foregoing Certificate of Increase of the number of directors of Lance Theatre Corporation constitute the holders of record of all outstanding shares of said corporation entitled to vote with relation to the proceedings provided for in the Certificate.

Subscribed and sworn to before me
this 30th day of June 1954.
/s/    MORRIS SHER	/s/    Illegible
Morris Sher
Notary Public, State of New York
No. 24-8964200, Qualified in Kings Co.
Cert. Filed in New York County
Commission Expires March 30, 1956

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LANCE THEATRE CORPORATION

PURSUANT TO SECTION 36 OF THE

STOCK CORPORATION LAW

STATE OF NEW YORK DEPARTMENT OF STATE FILED AUG 24 1954 TAX $ none FILING FEE $25
	/s/    Illegible
	Secretary of State
By	/s/    Illegible
	Leopold Friedman Law Dept. Loew’s Incorporated Broadway and 45th Street New York 36, N.Y.

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION OF

LANCE THEATRE CORPORATION

PURSUANT TO SECTION 36 OF THE STOCK CORPORATION LAW

THE UNDERSIGNED, holder of record of all of the outstanding shares of LANCE THEATRE CORPORATION entitled to vote with relation to the proceedings provided for in this Certificate, does hereby certify as follows:

1. The name of the corporation is LANCE THEATRE CORPORATION.

2. The Certificate of Incorporation of said corporation was filed in the office of the Secretary of State on the 15th day of March, 1943.

3. The Certificate of Incorporation is hereby amended to effect a change authorized in subdivision 2 of Section 35 of the Stock Corporation Law, to wit: to provide that the number of directors shall be not less than three nor more than ten.

4. To accomplish the amendment, the provision of the Certificate of Incorporation, as amended by a Certificate of Amendment filed on the 24th day of August, 1954, fixing the number of directors, is hereby further amended to read as follows:

“The number of directors of the corporation shall be not less than three nor more than ten.”

IN WITNESS WHEREOF, the undersigned has subscribed and acknowledged this Certificate this 5th day of April, 1957.

LOEW’S INCORPORATED
BY:	/s/    CHARLES C. MOSKOWITZ
	Charles C. Moskowitz, Vice-Pres.

[SEAL]

STATE OF NEW YORK	)
COUNTY OF NEW YORK	)	SS:

On this 5th day of April, 1957, before me personally came CHARLES C. MOSKOWITZ, to me known, who being by me duly sworn did _____ depose and say that he resides at 82_5 Beverly Road __________ L.I. N.Y.; that he is the Vice-President of LOEW’S INCORPORATED, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation, that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; that he signed his name there__ by like order.

/s/    THOMAS BRESS        

THOMAS BRESS

NOTARY PUBLIC STATE OF NEW YORK

NO. 30-0410200

TERM EXPIRES MARCH 30, 1959

STATE OF NEW YORK	)
COUNTY OF NEW YORK	)	SS:

ARCHIE WELTMAN, being duly sworn, deposes and says:

That he is the Secretary of LANCE THEATRE CORPORATION that LOEW’S INCORPORATED which executed the foregoing Certificate of Amendment is the holder of record of all outstanding shares of LANCE THEATRE CORPORATION entitled to vote with relation to the proceedings provided for in said Certificate.

/s/    ARCHIE WELTMAN        

ARCHIE WELTMAN

Subscribed and sworn to before me

this 5th day of April, 1957

/s/    THOMAS BRESS        

THOMAS BRESS

NOTARY PUBLIC STATE OF NEW YORK

NO. 30-0410200

TERM EXPIRES MARCH 30, 1959

_020322000313

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

Lance Theatre Corporation

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

1. The name of the corporation is: Lance Theatre Corporation.

2. The certificate of incorporation of said corporation was filed by the Department of State on March 15, 1943.

3. The certificate of incorporation is amended so that Article Three is amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4. Shareholder approval was not required. In accordance with Section 808 of the New York Business Corporation Law, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40435, confirmed and approved on March 1, 2002.

IN WITNESS WHEREOF, I hereunto sign my name and affirm that statements made herein are true under the penalties of perjury this 21 day of March, 2002

Dated: March 21, 2002

Lance Theatre Corporation
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President, signing pursuant to the Bankruptcy Court order in and accordance with section 808 of the NY Business Corporation Law.

1

_020322000313

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LANCE THEATRE CORPORATION

UNDER SECTION 805 OF THE

BUSINESS CORPORATION LAW

FILED

2002 MAR 22 AM 10:46

ICC STATE OF NEW YORK DEPARTMENT OF STATE MAR 22 2002 MAR 22 2002
FILED
TAX $	___________
BY:	/s/ Illegible

Fried, Frank, Harris, Shriver & Jacobson

One New York Plaza, 26^th Floor

New York, New York 10004

DRAWDOWN

2

EX-3.2.95

Exhibit 3.2.95

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LOEWS ASTOR PLAZA, INC.

FIRST: The name of the corporation is Loews Astor Plaza, Inc.

SECOND: The certificate of incorporation of the corporation was filed by the Department of State on January 26, 1973.

THIRD: The amendment of the certificate of incorporation effected by this certificate of amendment is as follows:

To change the purpose of the corporation.

FOURTH: To accomplish the foregoing amendment, Article Second of the certificate of incorporation is hereby stricken out in its entirety, and the following new Article is substituted in lieu thereof:

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of New York.

FIFTH: The Board of Directors of the corporation authorized the amendment under the authority vested in said Board under the provisions of the certificate of incorporation and of Section 708 of the Business Corporation Law of New York.

[The remainder of this page is left intentionally blank.]

IN WITNESS WHEREOF, Loews Astor Plaza, Inc. has caused this Certificate of Amendment of Certificate of Incorporation to be executed by its Senior Vice President, this 27^th day of July, 2004.

/s/    MICHAEL POLITI         

Senior Vice President

Michael Politi

Senior Vice President & Corporate Counsel

CERTIFICATE OF INCORPORATION

OF

FIFTH AVE. & 61ST CORP.

Under Section 402 of the Business Corporation Law

The undersigned, being a natural person of at least 21 years of age and acting as the incorporator of the corporation hereby being formed under the Business Corporation Law, certifies that:

FIRST: The name of the corporation is FIFTH AVE. & 61ST CORP.

SECOND: The corporation is formed for the following purpose or purposes:

To take, lease, purchase, or otherwise acquire, and to own, use, hold, sell, convey, exchange, lease, mortgage, clear, improve, develop, divide and otherwise handle, manage, operate, maintain, control, publicize, advertise, promote, and generally deal in and with, whether as principal, sales, business, special, or general agent, broker, factor, buyer, seller, mortgagor, mortgagee, promoter, finder, franchisor, franchisee, licensor, licensee, co-ordinator, consultant, advisor, and in any other lawful capacity, improved and unimproved real and personal property of all kinds, and, without limiting the generality of the foregoing, hotels, motels, inns, resorts, tourist courts, cabins, boarding and lodging houses, apartment houses, tourist and travel agencies, retail shops and departments, restaurants, cafeterias, tea rooms, coffee shops, cafes, bars, cabarets, dining facilities, drive-ins, night clubs, taverns, catering establishments, and related facilities for dispensing and furnishing food, refreshments, alcoholic and non-alcoholic beverages, and related and unrelated products, concessions of any and all kinds, bathing houses, swimming pools, water craft, marine and fishing facilities, beaches and pavilions, hunting and bridle areas, trails, and facilities, skiing, tobogganing, sledding, skating, and other winter

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sport facilities, amusement, entertainment, community, shopping, and recreational centers, facilities, and establishments of any and all kinds, and to conduct a general real estate development, planning, operating, sales, brokerage, agency, management, counsellors, advisory, promotional, and publicity business and a hotel, motel, resort, amusement, and entertainment business in all its branches.

To engage generally in the real estate business as principal, agent, broker, and in any lawful capacity, and generally to take, lease, purchase, or otherwise acquire, and to own, use, hold, sell, convey, exchange, lease, mortgage, work, clear, improve, develop, divide, and otherwise handle, manage, operate, deal in and dispose of real estate, real property, lands, multiple-dwelling structures, houses, buildings and other works and any interest or right therein; to take, lease, purchase or otherwise acquire, and to own, use, hold, sell, convey, exchange, hire, lease, pledge, mortgage, and otherwise handle, and deal in and dispose of, as principal, agent, broker, and in any lawful capacity, such personal property, chattels, chattels real, rights, easements, privileges, choses in action, notes, bonds, mortgages, and securities as may lawfully be acquired, held, or disposed of; and to acquire, purchase, sell, assign, transfer, dispose of, and generally deal in and with, as principal, agent, broker, and in any lawful capacity, mortgages and other interests in real, personal, and mixed properties; to carry on a general construction, contracting, building, and realty management business as principal, agent, representative, contractor, subcontractor, and in any other lawful capacity.

To carry on a general mercantile, industrial, investing, and trading business in all its branches; to devise, invent, manufacture, fabricate, assemble, install, service, maintain, alter, buy, sell, import, export, license as licensor or licensee, lease as lessor or lessee, distribute, job, enter into, negotiate, execute, acquire, and assign contracts in respect of, acquire, receive, grant, and assign licensing arrangements, options, franchises, and other rights in respect of, and generally deal in and with, as wholesale and retail, as principal, and as _____

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business, special, or general agent, representative, broker, factor, merchant, distributor, jobber, advisor, and in any other lawful capacity, goods, wares, merchandise, commodities, and unimproved, improved, finished, processed, and other real, personal, and mixed property of any and all kinds, together with the components, resultants, and by-products thereof; to acquire by purchase or otherwise own, hold, lease, mortgage, sell, or otherwise dispose of erect, construct, make, alter, enlarge, improve, and to aid or subscribe toward the construction, acquisition or improvement of any factories, shops, storehouses, buildings, and commercial and retail establishments of every character, including all equipment, fixtures, machinery, implements and supplies necessary, or incidental to, or connected with, any of the purposes or business of the corporation; and generally to perform any and all acts connected therewith or arising therefrom or incidental thereto, and all acts proper or necessary for the purpose of the business.

To apply for, register, obtain, purchase, lease, take licenses in respect of or otherwise acquire, and to hold, own, use, operate, develop, enjoy, turn to account, grant licenses and immunities in respect of, manufacture under and to introduce, sell, assign, mortgage, pledge or otherwise dispose of, and, in any manner deal with and contract with reference to:

(a) inventions, devices, formulae, processes and any improvements and modifications thereof;

(b) letters patent, patent rights, patented processes, copyrights, designs, and similar rights, trade-marks, trade symbols and other indications of origin and ownership granted by or recognized under the laws of the United States of America or of any state or subdivision thereof, or of any foreign country or sub-division thereof, and all rights connected therewith or appertaining thereunto;

(c) franchises, licenses, grants and concessions.

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To have, in furtherance of the corporate purposes, all of the powers conferred upon corporations organized under the Business Corporation Law subject to any limitations thereof contained in this certificate of incorporation or in the laws of the State of New York.

THIRD: The office of the corporation is to be located in the City of New York, County of New York, State of New York.

FOURTH: The aggregate number of shares which the corporation shall have authority to issue is two hundred, all of which are without par value, and all of which are of the same class.

FIFTH: The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served. The post office address within the State of New York to which the Secretary of State shall mail a copy of any process against the corporation served upon him is: 17th Floor, 666 Fifth Avenue, New York, New York 10019.

SIXTH: The duration of the corporation is to be perpetual.

SEVENTH: No holder of any of the shares of any class of the corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of any class of the corporation or for the purchase of any shares, bonds, securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise acquire shares of any class of the corporation; and any and all of such shares, bonds, securities or obligations of the corporation, whether now or hereafter authorized or created, may be issued, or may be reissued or transferred, if the same have been reacquired and have treasury status, and any and all of such rights and options may be granted by the Board of Directors to such persons, firms, corporations and associations, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same, or any thereof, to any said holder. Without limiting the generality of the foregoing stated denial of any and all preemptive rights, no holder of shares of any class of

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the corporation shall have any preemptive rights in respect of the matters, proceedings, or transactions specified in subparagraphs (1) to (6), inclusive, of paragraph (e) of Section 622 of the Business Corporation Law.

EIGHTH: Except as may otherwise be specifically provided in this certificate of incorporation, no provision of this certificate of incorporation, is intended by the corporation to be construed as limiting, prohibiting, denying, or abrogating any of the general or specific powers or rights conferred under the Business Corporation Law upon the corporation, upon its shareholders, bondholders, and security holders, and upon its directors, officers, and other corporate personnel, including, in particular, the power of the corporation to furnish indemnification to directors and officers in the capacities defined and prescribed by the Business Corporation Law and the defined and prescribed rights of said persons to indemnification as the same are conferred by the Business Corporation Law.

Subscribed and affirmed by me as true under the penalties of perjury on January 23, 1973.

/s/    FRANCES A. WRIGLEY        

Frances A. Wrigley, Incorporator

521 Fifth Avenue

New York, New York 10017

-5-

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

FIFTH AVE. & 61ST CORP.

Under Section 805 of the Business Corporation Law

We, the undersigned, the Vice-President and Assistant Secretary of FIFTH AVE. & 61ST CORP. hereby certify:

1. The name of the corporation is FIFTH AVE. & 61ST CORP.

2. The Certificate of Incorporation was filed by the department of state on January 26, 1973.

3. The Certificate of Incorporation is amended:

(A) to change the name. Paragraph FIRST of the Certificate is amended to read:

“FIRST: The name of the corporation is LOEWS ASTOR PLAZA, INC.

(B) to add the following to its purposes:

To engage in, conduct and carry on the business of theatrical proprietors, opera house proprietors, music hall proprietors, caterers for public entertainments, concerts and public exhibitions, moving picture and other variety entertainments and to provide, engage, employ and act as managers of actors, dancers, singers, variety

1

performers, athletes and theatrical and music artists and to produce and present to the public all sorts of plays, shows, exhibitions and amusements which are or may be produced at a theatre or music hall.

4. The above Amendments to the Certificate of Incorporation were authorized by the consent in writing of the holders of all the issued and outstanding shares of the Corporation entitled to vote thereon.

IN WITNESS WHEREOF, we have signed this Certificate this 25th day of March, 1974.

/s/    BERNARD DIAMOND        

Bernard Diamond

Vice-President

/s/    SEYMOUR H. SMITH         

Seymour H. Smith

Assistant Secretary

STATE OF NEW YORK	)
	)	ss.:
COUNTY OF NEW YORK	)

Seymour H. Smith being duly sworn, deposes and says that he is the Assistant Secretary of FIFTH AVE. & 61ST CORP. and one of the persons who signed the foregoing Certificate of Amendment, that he has read the Certificate of Amendment and knows the contents thereof and that the same is true to his own knowledge.

/s/    SEYMOUR H. SMITH         

Seymour H. Smith

Sworn to before me this

    th day of March, 1974.

/s/    Illegible        

Illegible

Notary _______________

No. _______________

Qualified ____________

Cert. Filed in New York Country

Commission Expires March 30, 1975

CERTIFICATE OF CHANGE

OF

LOEWS ASTOR PLAZA, INC.

Under Section 805-A of the

Business Corporation Law

Pursuant to the provisions of Section 805-A of the Business Corporation Law, the undersigned hereby certify:

FIRST: That the name of the corporation is Loews Astor Plaza, Inc., formerly known as Fifth Ave. & 61st Corp.

SECOND: That the Certificate of Incorporation of the corporation was filed by the Department of State, Albany, New York, on the 26th day of January 1973.

THIRD: That the change to the Certificate of Incorporation effected by this Certificate is as follows:

(a) To change the post office address to which the Secretary of State shall mail a copy of any process against the corporation served upon him, so that such address shall hereafter be Loews Astor Plaza, Inc., c/o Corporate Secretary, Loews Corporation, 666 Fifth Avenue, New York, New York 10103.

FOURTH: That the change of the Certificate of Incorporation was authorized by the unanimous written consent of the Directors of the Corporation.

IN WITNESS WHEREOF, we hereunto sign our names and affirm that the statements made herein are true under the penalties of perjury this 29th day of November 1982.

LOEWS ASTOR PLAZA, INC.

/S/    BARRY HIRSCH        

Barry Hirsch

Vice President

/S/    GARY W. GARSON        

Gary W. Garson

Assistant Secretary

CERTIFICATE OF CHANGE

OF

LOEWS ASTOR PLAZA, INC.

Under Section 805-A of the

Business Corporation Law

Pursuant to the provisions of Section 805-A of the Business Corporation Law, the undersigned hereby certifies:

FIRST: That the name of the corporation is Loews Astor Plaza, Inc.

SECOND: That the Certificate of Incorporation of the corporation was filed by the Department of State, Albany, New York, on the 26th day of January     , 1973 under the original name of Fifth Ave. & 61st Corp.

THIRD: That the change to the Certificate of Incorporation effected by this Certificate is as follows:

To change the post office address to which the Secretary of State shall mail a copy of any process against the corporation served upon him, so that such address shall hereafter be Loews Astor Plaza, Inc.            , c/o Loews Theatre Management Corp., 400 Plaza Drive, Secaucus, New Jersey 07094, Attention: General Counsel.

FOURTH: That the change of the Certificate of Incorporation was authorized by the Board of Directors of the Corporation.

IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements made herein are true under the penalties of perjury this 22nd day of February, 1988.

LOEWS ASTOR PLAZA, INC.

/S/    SEYMOUR H. SMITH        

SEYMOUR H. SMITH

Senior Vice President, Secretary,

F93102000319

CERTIFICATE OF CHANGE

OF

LOEWS ASTOR PLAZA, INC.

Under Section 805-A of the

Business Corporation Law

Pursuant to the provisions of Section 805-A of the Business Corporation Law, the undersigned hereby certifies:

FIRST: That the name of the corporation is Loews Astor Plaza, Inc., formerly known as Fifth Ave. & 61st Corp.

SECOND: That the Certificate of Incorporation of the corporation was filed by the Department of State, Albany, New York, on the 26th day of January, 1973.

THIRD: That the change to the Certificate of Incorporation effected by this Certificate is as follows:

To change the post office address to which the Secretary of State shall mail a copy of any process against the corporation serviced upon him, so that such address shall hereafter be Loews Astor Plaza, Inc., c/o Loews Theatre Management Corp., 711 Fifth Avenue, New York, New York 10023, Attention: General Counsel.

FOURTH: That the change of the Certificate of Incorporation was authorized by a vote at a meeting of the Board of Directors followed by the written consent of the sole shareholder of the Corporation.

1

IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements made herein are true under the penalties of perjury this 14th day of May, 1993.

LOEWS ASTOR PLAZA, INC.

/S/    SEYMOUR H. SMITH        

Seymour H. Smith

Executive Vice President

/S/    DAVID I. BADAIN        

David I. Badain

Assistant Secretary

2

_020322000318

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

Loews Astor Plaza, Inc.

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

1. The name of the corporation is: Loews Astor Plaza, Inc.

2. The certificate of incorporation of said corporation was filed by the Department of State on January 26, 1973, under the name Fifth Ave. & 61st Corp.

3. The certificate of incorporation is amended so that Article Four is amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4. Shareholder approval was not required. In accordance with Section 808 of the New York Business Corporation Law, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40495, confirmed and approved on March 1, 2002.

IN WITNESS WHEREOF, I hereunto sign my name and affirm that statements made herein are true under the penalties of perjury this 21 day of March 2002.

Dated: March 21, 2002

Loews Astor Plaza, Inc.
By:	/S/    BRYAN BERNDT
	Bryan Berndt
	Vice President, signing pursuant to the Bankruptcy court order and in accordance with section 808 of the NY Business Corporation Law.

1

EX-3.2.96

Exhibit 3.2.96

F040730000296

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LOEWS BOULEVARD CINEMAS, INC.

Under Section 805 of the Business Corporation Law

FIRST: The name of the corporation is Loews Boulevard Cinemas, Inc.

SECOND: The certificate of incorporation of the corporation was filed by the Department of State on July 24, 1922.

THIRD: The amendment of the certificate of incorporation effected by this certificate of amendment is as follows:

To change the purpose of the corporation.

FOURTH: To accomplish the foregoing amendment, Article Second of the certificate of incorporation is hereby stricken out in its entirety, and the following new Article is substituted in lieu thereof:

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of the State of New York, exclusive of any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.

FIFTH: The Board of Directors and the Shareholders of the corporation authorized the amendment under the authority vested in said Board under the provisions of the certificate of incorporation and of Section 708 of the Business Corporation Law of New York.

[The remainder of this page is left intentionally blank.]

1

IN WITNESS WHEREOF, Loews Boulevard Cinemas, Inc. has caused this Certificate of Amendment of Certificate of Incorporation to be executed by its Senior Vice President, this 27^th day of July, 2004.

/s/    MICHAEL POLITI        

Senior Vice President

Michael Politi

Senior Vice President & Corporate Counse

2

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION OF

LOEW’S BOULEVARD CORPORATION

PURSUANT TO SECTION 36 OF THE STOCK CORPORATION LAW

WE, the undersigned, being the holders of record of all the outstanding shares of Loew’s Boulevard Corporation entitled to vote on a change in the number of directors, do hereby certify as follows:

1. The name of the corporation is LOEW’S BOULEVARD CORPORATION.

2. The Certificate of Incorporation was filed in the office of the Secretary of State on the 24th day of July, 1922.

3. The Certificate of Incorporation of this corporation is hereby amended, as authorized in subdivision 2 of Section 35 of the Stock Corporation Law to change the number of directors to not less than four nor more than eight.

4. To accomplish such change in the number of directors, the first sentence of Article VII of the Certificate of Incorporation of this corporation is hereby amended to read as follows:

“The number of directors of the corporation shall not be less than four nor more than eight.”

IN WITNESS WHEREOF we have made and subscribed this Certificate this 30^th day of June, 1954.

	LOEW’S INCORPORATED
[SEAL]	BY	/s/    Illegible
		Vice President

STATE OF NEW YORK	)
	)	SS.:
COUNTY OF NEW YORK	)

On this 30^th day of June 1954, before me personally came JOSEPH R. VOGEL, to me known, who, being by me duly sworn, did depose and say that he resides at No. 888 Park Avenue, New York City; that he is the Vice President of Loew’s Incorporated, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he signed his name thereto by like order.

/s/    MORRIS SHER        

Morris Sher

Notary Public, State of New York

No. 24-8964200, Qualified in Kings Co.

Cert. Filed in New York County

Commission Expires March 30, 1956

STATE OF NEW YORK	)
	)	SS.:
COUNTY OF NEW YORK	)

LEOPOLD FRIEDMAN being duly sworn deposes and says:

That he is the Secretary of Loew’s Boulevard Corporation; that the persons who executed the foregoing Certificate of Increase of the number of directors of Loew’s Boulevard Corporation constitute the holders of record of all outstanding shares of said corporation entitled to vote with relation to the proceedings provided for in the Certificate.

Subscribed and sworn to before me this 30th day of June 1954.
/s/    MORRIS SHER	/s/    Illegible
Morris Sher
Notary Public, State of New York No. 24-8964200, Qualified in Kings Co. Cert. Filed in New York County Commission Expires March 30, 1956

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION OF

LOEW’S BOULEVARD CORPORATION

PURSUANT TO SECTION 36 OF THE STOCK CORPORATION LAW

THE UNDERSIGNED, holder of record of all of the outstanding shares of LOEW’S BOULEVARD CORPORATION entitled to vote with relation to the proceedings provided for in this Certificate does hereby certify as follows:

1. The name of the corporation is LOEW’S BOULEVARD CORPORATION

2. The Certificate of Incorporation of said corporation was filed in the office of the Secretary of State on the 24th day of July, 1922.

3. The Certificate of Incorporation is hereby amended to effect a change authorized in subdivision 2 of Section 35 of the Stock Corporation Law to wit: to provide that the number of directors shall be not less than three nor more than ten.

4. To accomplish the amendment the provision of the Certificate of Incorporation as amended by a Certificate of Amendment filed on the 24th day of August, 1954 fixing the number of directors, is hereby further amended to read as follows:

“The number of directors of the corporation shall be not less than three nor more than ten.”

IN WITNESS WHEREOF, the undersigned has subscribed and acknowledged this Certificate this 5th day of April, 1957.

LOEW’S INCORPORATED
By:	/s/    CHARLES C. MOSKOWITZ
	Charles C. Moskowitz, Vice-Pres.

[SEAL]

STATE OF NEW YORK	)
COUNTY OF NEW YORK	)	SS:

On this 5th day of April, 1957, before me personally came CHARLES C. MOSKOWITZ to me known, who being by me duly sworn, did depose and say that he resides at 8245 Beverly Road, Kew Gardens, L.I.N.Y.; that he is the Vice-President of LOEW’S INCORPORATED, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation, that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; that he signed his name thereto by like order.

/s/    THOMAS BRESS        

THOMAS BRESS

NOTARY PUBLIC STATE OF NEW YORK

NO. 30-0410200

TERM EXPIRES MARCH 30, 1959

STATE OF NEW YORK	)
COUNTY OF NEW YORK	)	SS:

ARCHIE WELTMAN being duly sworn, deposes and says:

That he is the Secretary of LOEW’S BOULEVARD CORPORATION; that LOEW’S INCORPORATED which executed the foregoing Certificate of Amendment is the holder of record of all outstanding shares of LOEW’S BOULEVARD CORPORATION entitled to vote with relation to the proceedings provided for in said Certificate.

/s/    ARCHIE WELTMAN        

ARCHIE WELTMAN

Subscribed and sworn to before

me this 5th day of April, 1957.

/s/    THOMAS BRESS        

THOMAS BRESS

NOTARY PUBLIC STATE OF NEW YORK

NO. 30-0410200

TERM EXPIRES MARCH 30, 1959

CERTIFICATE OF CHANGE

OF

LOEWS BOULEVARD CINEMAS, INC.

Under Section 805-A of the

Business Corporation Law

Pursuant to the provisions of Section 805-A of the Business Corporation Law, the undersigned hereby certifies:

FIRST: That the name of the corporation is Loews Boulevard Cinemas, Inc.

SECOND: That the Certificate of Incorporation of the corporation was filed by the Department of State, Albany, New York, on the 24th day of July     , 1922 under the original name of Loew’s Boulevard Corporation.

THIRD: That the change to the Certificate of Incorporation effected by this Certificate is as follows:

To change the post office address to which the Secretary of State shall mail a copy of any process against the corporation served upon him, so that such address shall hereafter be Loews Boulevard Cinemas, Inc., c/o Loews Theatre Management Corp., 400 Plaza Drive, Secaucus, New Jersey 07094, Attention: General Counsel.

FOURTH: That the change of the Certificate of Incorporation was authorized by the Board of Directors of the Corporation.

IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements made herein are true under the penalties of perjury this 22nd day of February, 1988.

LOEWS BOULEVARD CINEMAS, INC.

/s/    SEYMOUR H. SMITH         

SEYMOUR H. SMITH

Senior Vice President, Secretary.

_020322000321

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

Loews Boulevard Cinemas, Inc.

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

1. The name of the corporation is: Loews Boulevard Cinemas, Inc.

2. The certificate of incorporation of said corporation was filed by the Department of State on July 24, 1922, under the name Loew’s Boulevard Corporation.

3. The certificate of incorporation is amended so that Article Three is amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4. Shareholder approval was not required. In accordance with Section 808 of the New York Business Corporation Law, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40371, confirmed and approved on March 1, 2002.

IN WITNESS WHEREOF, I hereunto sign my name and affirm that statements made herein are true under the penalties of perjury this 21 day of March, 2002.

Dated March 21, 2002

Loews Boulevard Cinemas, Inc.
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President, signing pursuant to the Bankruptcy Court order and in accordance with section 808 of the NY Business Corporation Law.

EX-3.2.97

Exhibit 3.2.97

F040730000299

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LOEWS BROADWAY CINEMAS, INC.

Under Section 805 of the Business Corporation Law

FIRST: The name of the corporation is Loews Levittown Cinemas, Inc.

SECOND: The certificate of incorporation of the corporation was filed by the Department of State on August 23, 1985.

THIRD: The amendment of the certificate of incorporation effected by this certificate of amendment is as follows:

To change the purpose of the corporation.

FOURTH: To accomplish the foregoing amendment, Article Second of the certificate of incorporation is hereby stricken out in its entirety, and the following new Article is substituted in lieu thereof:

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of the State of New York, exclusive of any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.

FIFTH: The Board of Directors and the Shareholders of the corporation authorized the amendment under the authority vested in said Board under the provisions of the certificate of incorporation and of Section 708 of the Business Corporation Law of New York.

[The remainder of this page is left intentionally blank.]

1

IN WITNESS WHEREOF, Loews Broadway Cinemas, Inc. has caused this Certificate of Amendment of Certificate of Incorporation to be executed by its Senior Vice President, this 27^th day of July, 2004.

/s/    MICHAEL POLITI        

Senior Vice President

Michael Politi

Senior Vice President & Corporate Counsel

2

CERTIFICATE OF INCORPORATION

OF

LOEWS BROADWAY CINEMAS, INC.

Under Section 402 of the Business Corporation Law

The undersigned, being a natural person of at least 21 years of age and acting as the incorporator of the corporation hereby being formed under the Business Corporation Law, certifies that:

FIRST: The name of the corporation is LOEWS BROADWAY CINEMAS, INC.

SECOND: The corporation is formed for the following purpose or purposes:

To engage in, conduct and carry on the business of theatrical proprietors, opera house proprietors, music hall proprietors, caterers for public entertainments, concerts and public exhibitions, moving picture and other variety entertainments and to provide, engage, employ and act as managers of actors, dancers, singers, variety performers, athletes and theatrical and music artists and to produce and present to the public all sorts of plays, shows, exhibitions and amusements which are or may be produced at a theatre or music hall.

To take, lease, purchase, or otherwise acquire, and to own, use, hold, sell, convey, exchange, lease, mortgage, clear, improve, develop, divide and otherwise handle, manage, operate, maintain, control, publicize, advertise, promote, and generally deal in and with, whether as principal, sales, business, special, or general agent, broker, factor, buyer, seller, mortgagor, mortgagee, promoter, finder, franchisor, franchisee, licensor, licensee, coordinator, consultant, advisor, and in any other lawful capacity, improved and unimproved real and personal property of all kinds, and, without limiting the generality of the foregoing, hotels, motels, inns, resorts, tourist courts, cabins, boarding and lodging houses, apartment houses, tourist

-1-

and travel agencies, retail shops and departments, restaurants, cafeterias, tea rooms, coffee shops, cafes, bars, cabarets, dining facilities, drive_ins, night clubs, taverns, catering establishments, and related facilities for dispensing and furnishing foods, refreshments, alcoholic and non-alcoholic beverages, and related and unrelated products, concessions of any and all kinds, bathing houses, swimming pools, water craft, marine and fishing facilities, beaches and pavilions, hunting and bridle areas, trails, and facilities, skiing, tobogganing, sledding, skating, and other winter sport facilities, amusement, entertainment, community, shopping, and recreational centers, facilities, and establishments of any and all kinds, and to conduct a general real estate development, planning, operating, sales, brokerage, agency, management, counsellors, advisory, promotional, and publicity business and a hotel, motel, resort, amusement, and entertainment business in all its branches.

To engage generally in the real estate business as principal, agent, broker, and in any lawful capacity, and generally to take, lease, purchase, or otherwise acquire, and to own, use, hold, sell, convey, exchange, lease, mortgage, work, clear, improve, develop, divide, and otherwise handle, manage, operate, deal in and dispose of real estate, real property, lands, multiple dwelling structures, houses, buildings and other works and any interest or right therein, to take, lease, purchase or otherwise acquire, and to own, use, hold, sell, convey, exchange, hire, lease, pledge, mortgage, and otherwise handle, and deal in and dispose of, as principal, agent, broker, and in any lawful capacity, such personal property, chattels, chattels real, rights, easements, privileges, choses in action, notes, bonds, mortgages, and securities as may lawfully be acquired, held, or disposed of; and to acquire, purchase, sell, assign, transfer, dispose of, and generally deal in and with, as principal, agent, broker, and in any lawful capacity, mortgages and other interests in real, personal, and mixed properties; to carry on a general construction, contracting, building, and realty management business as principal, agent, representative, contractor, subcontractor, and in any other lawful capacity.

To carry on a general mercantile, industrial, investing, and trading business in all its branches, to devise, invent, manufacture, fabricate, assemble, install, service, maintain, alter, buy, sell, import,

-2-

export, license as licensor “or licensee, lease as lessor or lessee, distribute, job, enter into, negotiate, execute, acquire, and assign contracts in respect of, acquire, receive, grant, and assign licensing arrangements, options, franchises, and other rights in respect of, and generally deal in and with, at wholesale and retail, as principal, and as sales, business, special, or general agent, representative, broker, factor, merchant, distributor, jobber, advisor, and in any other lawful capacity, goods, wares, merchandise, commodities, and unimproved, improved, finished, processed, and other real, personal, and mixed property of any and all kinds, together with the components, resultants, and by-products thereof; to acquire by purchase or otherwise own, hold, lease, mortgage, sell, or otherwise dispose of, erect, construct, make, alter, enlarge, improve, and to aid or subscribe toward the construction, acquisition or improvement of any factories, shops, storehouses, buildings, and commercial and retail establishments of every character, including all equipment, fixtures, machinery, implements and supplies necessary, or incidental to, or connected with, any of the purposes or business of the corporation; and generally to performany and all acts connected therewith or arising therefrom or incidental thereto, and all acts proper or necessary for the purpose of the business.

To apply for, register, obtain, purchase, lease, take licenses in respect of or otherwise acquire, and to hold, own, use, operate, develop, enjoy, turn to account, grant licenses and immunities in respect of, manufacture under and to introduce, sell, assign, mortgage, pledge or otherwise dispose of, and, in any manner deal with and contract with reference to:

(a) inventions, devices, formulae, processes and any improvements and modifications thereof;

(b) letters patent, patent rights, patented processes, copyrights, designs, and similar rights, trademarks, trade symbols and other indications of origin and ownership granted by or recognized under the laws of the United States of America or any state or subdivision thereof, or of any foreign country or subdivision thereof, and all rights connected therewith or appertaining thereunto;

(c) franchises, licenses, grants and concessions.

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To engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law, provided that the corporation is not formed to engage in any act or activity which requires the consent or approval of any state official, department, board, agency or other body.

To have, in furtherance of the corporate purposes, all of the powers conferred upon corporations organized under the Business Corporation Law subject to any limitations thereof contained in this Certificate of Incorporation or in the laws of the State of New York.

THIRD: The office of the corporation is to be located in the City of New York, County of New York, State of New York.

FOURTH: The aggregate number of shares which the corporation shall have authority to issue is five (500) hundred, each having a par value of One ($1.00) Dollar, all of which are of the same class.

FIFTH: The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served. The post office address within the State of New York to which the Secretary of State shall mail a copy of any process against the corporation served upon him is: Loews Broadway Cinemas, Inc., c/o Corporate Secretary, 666 Fifth Avenue, New York, New York 10103.

SEVENTH: The duration of the corporation is to be perpetual.

EIGHTH: No holder of any of the shares of any class of the corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of any class of the corporation or for the purchase of any shares, bonds, securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise acquire shares of any

-4-

class of the corporation; and any and all of such shares, bonds, securities or obligations of the corporation, whether now or hereafter authorized or created, may be issued, or may be reissued or transferred if the same have been required and have treasury status, and any and all of such rights and options may be granted by the Board of Directors to such persons, firms, corporations and associations, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same, or any thereof to any said holder. Without limiting the generality of the foregoing stated denial of any and all preemptive rights, no holder of shares of any class of the corporation shall have any preemptive rights in respect of the matters, proceedings, or transactions specified in subparagraphs (1) to (6), inclusive, of paragraph (e) of Section 622 of the Business Corporation Law.

NINTH: Except as may otherwise be specifically provided in this Certificate of Incorporation, no provision of this Certificate of Incorporation is intended by the corporation to be construed as limiting, prohibiting, denying, or abrogating any of the general or specific powers or rights conferred under the Business Corporation Law upon the corporation, upon its shareholders, bondholders, and security holders, and upon its directors, officers, and other corporate personnel, including, in particular, the power of the corporation to furnish indemnification to directors and officers in the capacities defined and prescribed by the Business Corporation Law and the defined and prescribed rights of said persons to indemnification as the same are conferred by the Business Corporation Law.

Subscribed and affirmed by me as true under the penalties of perjury on August 21, 1985.

/S/    BARBARA R. CORBETT        

Barbara R. Corbett, Incorporator

666 Fifth Avenue

New York, N.Y. 10103

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_020322000327

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

Loews Broadway Cinemas, Inc.

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

1. The name of the corporation is: Loews Broadway Cinemas, Inc.

2. The certificate of incorporation of said corporation was filed by the Department of State on August 23, 1985.

3. The certificate of incorporation is amended so that Article Four is amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code_F this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4. Shareholder approval was not required. In accordance with Section 808 of the New York Business Corporation Law, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40493, confirmed and approved on March 1, 2002.

IN WITNESS WHEREOF, I hereunto sign my name and affirm that statements made-herein are true under the penalties of perjury this 21 day of March, 2002.

Dated: March 21, 2002

Loews Broadway Cinemas, Inc.
By:	/S/    BRYAN BERNDT
	Bryan Berndt
	Vice President, signing pursuant to the Bankruptcy Court order and in accordance with section 808 of the NY Business Corporation Law.

1

EX-3.2.98

Exhibit 3.2.98

THE INTERNATIONAL VAUDEVILLE COMPANY

CERTIFICATE OF INCORPORATION.

————-o0o————

ARTICLE I. The corporate name is THE INTERNATIONAL VAUDEVILLE COMPANY.

ARTICLE I. The purposes for which the corporation is formed are:- To erect, maintain, operate amusement enterprises.

To purchase or otherwise acquire, sell, dispose of and deal in real and personal property of all kinds, except bills of exchange and gold and silver bullion, and in particular, lands, buildings, business concerns and undertakings, mortgages, shares, stocks, debentures, securities, concessions, produce, policies, book debts and claims, and any interest in real or personal property, and any claims against such property, or against any person or company, and to carry on any business, concern or undertaking so acquired; provided such business is not of the nature which can be carried on only by corporations organized under the banking, the insurance, the railroad and the transportation corporation laws.

To enter into, make, perform and carry out contracts of every kind which a corporation organized under the business corporations law may enter into, and for any lawful purpose with any firm, person, association or corporation.

To issue bonds, debentures or obligations of the company from time to time, for any of the objects or purposes of the company, and to secure the same by mortgage, pledge, deed of trust or otherwise.

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To acquire, hold, use, sell, assign, lease, grant, licenses in respect of, mortgage, or otherwise dispose of letters patent of the United States, or any foreign country, patents, patent rights, licenses and privileges, inventions, improvements and processes, trademarks and trade names, relating to or useful in connection with any business of the corporation.

To purchase, hold and re-issue the shares of its capital stock in the manner and to the extent permitted by the laws of New York.

To conduct and transact business in any of the States, territories, colonies or dependencies of the United States, and in any and all foreign countries; to have one or more offices therein, and therein to hold, purchase, mortgage and convey real and personal property, without limit as to amount, but always subject to local laws.

The foregoing clauses shall be construed both as objects and powers; and it is hereby provided that the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the powers of the corporation.

In general, to carry on any other business of the same general nature, in connection with the foregoing, whether manufacturing or otherwise, and to have, and to exercise all the powers conferred by the laws of New York upon corporations formed under the act hereinafter referred to.

ARTICLE III. The amount of the capital stock is Fifty thousand dollars ($50,000.00) divided into five

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hundred (500) shares of the par value of One hundred dollars ($100.00) each.

The amount of capital with which the corporation will begin business is Five hundred dollars ($500.00).

ARTICLE IV. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors are expressly authorized:-

To make, alter amend and rescind the by-laws of the company, and to fix the times for the declaration and payment of dividends, and subject to the provisions of the statute to authorize and cause to be executed, mortgages and liens upon the real and personal property of the company.

By a resolution passed by a majority of the whole Board, under suitable provision of the by-laws, to designate two or more of their number to constitute an executive committee, which committee shall for the time being, as provided in said resolution, or in the by-laws, have and exercise any or all the powers of the Board of Directors, which may be lawfully delegated in the management of the business and affairs of the company.

The company may use and apply its surplus earnings or accumulated profits to the purchase or acquisition of property and to the purchase or acquisition of its own capital stock from time to time, to such extent and in such manner, and upon such terms as its Board of Directors shall determine; and neither the property nor the capital stock so purchased and acquired shall be regarded as profits for the purpose of declaration or payment of dividends, unless otherwise determined by the Board of Directors, or a majority there of.

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Subject to the foregoing provisions, the by-laws may prescribe the number of directors to constitute a quorum at their meetings, and such number may be less than a majority of the whole number.

The company reserves the right to amend, alter, change, or repeal any provision contained in this certificate in the manner now or hereafter prescribed by statute for the amendment of the certificate of incorporation.

ARTICLE V. The principal business office of the company is to be located in Port Iwen, Town of Esopus, County of Ulster and State of New York.

ARTICLE VI. The duration of the corporation is to be perpetual.

ARTICLE VII. The number of its directors is to be five. The directors need not be stockholders unless the by-laws of the corporation shall so require.

ARTICLE VIII. The directors for the first year are as follows:-

Name.	Post office Address
Harry Harris,	299 Broadway, Borough of Manhattan, New York City.
Clifford G. Ludvigh,	27 Pine Street, Borough of Manhattan, New York City.
Morris Dusseldorf,	299 Broadway, Borough of Manhattan, New York City.
Julius Mandelbaum	299 Broadway, Borough of Manhattan, New York City.
Charles W. Cessna	Cadillac Hotel, Borough of Manhattan, New York City.

Pursuant to the Business Corporations Law of the State of New York, the undersigned persons of full age, all of whom are citizens of the United States and at least one of whom is a resident of the State of New York, for the purpose of forming a corporation provided for by said act, have made and signed this certificate of incorporation, and severally agree to make the number of shares of stock in said corporation set opposite their respective signatures.

Name.	Post Office Address.	No. of shares.
Harry Harris,	299 Broadway, Borough of Manhattan, New York City.	2
Morris Dusseldorf,	299 Broadway, Borough of Manhattan, New York City.	2
Julius Mandelbaum	299 Broadway, Borough of Manhattan, New York City.	1

STATE OF NEW YORK, COUNTY OF NEW YORK, SS:-

On this 15th day of March, 1906, before me personally came Harry Harris, Morris Dusseldorf and Julius Mandelbaum, to me known and known to me to be the individuals described in and who executed the foregoing instrument, and they severally duly acknowledge to me that they executed the same.

/s/    Illegible        

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION OF

THE INTERNATIONAL VAUDEVILLE COMPANY

PURSUANT TO SECTION 36 OF THE STOCK CORPORATION LAW

WE, the undersigned, being the holders of record of all the outstanding shares of International Vaudeville Company entitled to vote on a change in the number of directors, do hereby certify as follows:

1. The name of the corporation is THE INTERNATIONAL VAUDEVILLE COMPANY.

2. The Certificate of Incorporation was filed in the office of the Secretary of State on the 17th day of March, 1906.

3. The Certificate of Incorporation of this corporation is hereby amended, as authorized in subdivision 2 of Section 35 of the Stock Corporation Law to change the number of directors to not less than four nor more than eight.

4. To accomplish such increase in the number of directors, Article II, Subdivision 1 of the Certificate of Incorporation of this corporation is hereby amended to read as follows:

“The number of directors of the corporation shall not be less than four nor more than eight.”

IN WITNESS WHEREOF we have made and subscribed this Certificate this 30^th day of June 1954.

	LOEW’S INCORPORATED
[SEAL]	BY	/s/    Illegible
		Vice President

STATE OF NEW YORK	)
	)	SS.:
COUNTY OF NEW YORK	)

On this 30^th day of June 1954, before me personally came JOSEPH R. VOGEL, to me known, who, being by me duly sworn, did depose and say that he resides at No. 888 Park Avenue, New York City; that he is the Vice President of Loew’s Incorporated, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he signed his name thereto by like order.

/s/    MORRIS SHER        

MORRIS SHER

Notary Public, State of New York

No. 24-8964200, Qualified in Kings Co.

Cert. Filed in New York County

Commission Expires March 30, 1956

STATE OF NEW YORK	)
	)	SS.:
COUNTY OF NEW YORK	)

LEOPOLD FRIEDMAN being duly sworn deposes and says:

That he is the Secretary of International Vaudeville Company; that the persons who executed the foregoing Certificate of Increase of the number of directors of The International Vaudeville Company constitute the holders of record of all outstanding shares of said corporation entitled to vote with relation to the proceedings provided for in the Certificate.

Subscribed and sworn to before me this 30th day of June 1954.
/s/    MORRIS SHER	/s/    Illegible
MORRIS SHER
Notary Public, State of New York No. 24-8964200, Qualified in Kings Co. Cert. Filed in New York County Commission Expires March 30, 1956

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION OF

THE INTERNATIONAL VAUDEVILLE COMPANY

PURSUANT TO SECTION 36 OF THE STOCK CORPORATION LAW

THE UNDERSIGNED, holder of record of all of the outstanding shares of THE INTERNATIONAL VAUDEVILLE COMPANY entitled to vote with relation to the proceedings provided for in this Certificate, does hereby certify as follows:

1. The name of the corporation is THE INTERNATIONAL VAUDEVILLE COMPANY.

2. The Certificate of Incorporation of said corporation was filed in the office of the Secretary of State on the 17th day of March , 1906.

3. The Certificate of Incorporation is hereby amended to effect a change authorized in subdivision 2 of Section 35 of the Stock Corporation Law, to wit: to provide that the number of directors shall not be less than three nor more than ten.

4. To accomplish the amendment, the provision of the Certificate of Incorporation, as amended by a Certificate of Amendment filed on the 24th day of August, 1954, fixing the number of directors, is hereby further amended to read as follows:

“The number of directors of the corporation shall not be less than three nor more than ten.”

IN WITNESS WHEREOF, the undersigned has subscribed and acknowledged this Certificate this 5th day of April, 1957.

LOEW’S INCORPORATED
BY:	/s/    CHARLES C. MOSKOWITZ
	Charles C. Moskowitz, Vice-Pres.

[SEAL]

STATE OF NEW YORK	)
COUNTY OF NEW YORK	)	SS:

On this 5th day of April, 1957, before me personally came CHARLES C. MOSKOWITZ to me known, who being by me duly sworn, did depose and say that he resides at 8245 Beverly Road, Kew Gardens, L.I.,N.Y.; that he is the Vice-President of LOEW’S INCORPORATED, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; that he signed his name thereto by like order.

/s/    THOMAS BRESS        

THOMAS BRESS

NOTARY PUBLIC STATE OF NEW YORK

NO. 30-0410200

TERM EXPIRES MARCH 30, 1959

STATE OF NEW YORK	)
COUNTY OF NEW YORK	)	SS:

ARCHIE WELTMAN being duly sworn, deposes and says:

That he is the Secretary of THE INTERNATIONAL VAUDEVILLE COMPANY; that LOEW’S INCORPORATED which executed the foregoing Certificate of Amendment is the holder of record of all outstanding shares of THE INTERNATIONAL VAUDEVILLE COMPANY entitled to vote with relation to the proceedings provided for in said Certificate.

/s/    ARCHIE WELTMAN        

ARCHIE WELTMAN

Subscribed and sworn to before

me this 5th day of April, 1957.

/s/    THOMAS BRESS        

THOMAS BRESS

NOTARY PUBLIC, STATE OF NEW YORK

NO. 30-0410200

TERM EXPIRES MARCH 30, 1959

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

THE INTERNATIONAL VAUDEVILLE COMPANY

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

* * * * *

WE, THE UNDERSIGNED, the President and Secretary, respectively, of THE INTERNATIONAL VAUDEVILLE COMPANY, hereby certify:

1. The name of the corporation is THE INTERNATIONAL VAUDEVILLE COMPANY.

2. The certificate of its incorporation was filed by the Department of State on March 17, 1906.

3. The certificate of incorporation is amended:

(a) To change the corporate name. Article 1 of the certificate is amended to read:

“Article 1- The name of the corporation is LOEW’S CALIFORNIA THEATRES, INC.”

4. The amendment was authorized in the following manner:

By the unanimous written consent of all the shareholders.

IN WITNESS WHEREOF, we have signed this Certificate on the 16th day of May, 1967.

PRESTON R. TISCH, President	/s/    PRESTON R. TISCH
LESTER POLLACK, Secretary	/s/    LESTER POLLACK

LESTER POLLACK, Secretary of LOEW’S THEATRE & REALTY CORPORATION, a corporation duly organized under the Laws of the State of Delaware and authorized to transact business as a foreign corporation under the Laws of the State of New York, does hereby certify that the following is a true and correct copy of Resolutions of the Board of Directors of said corporation adopted at a Special Meeting held on the 16th day of May, 1967:

RESOLVED, that this corporation give its unqualified consent to the use of the name LOEW’S CALIFORNIA THEATRES, INC. By THE INTERNATIONAL VAUDEVILLE COMPANY, a corporation organized under the Laws of the State of New York and about to change its name to LOEW’S CALIFORNIA THEATRES, INC.

FURTHER RESOLVED, that in the opinion and judgment of the Board of Directors of this corporation, the name LOEW’S CALIFORNIA THEATRES, INC. is not so similar to the name of this corporation as to tend to confuse or deceive.

/s/    LESTER POLLACK        

LESTER POLLACK,

Secretary of LOEW’S THEATRE & REALTY CORPORATION

STATE OF NEW YORK	)
	)	ss.
COUNTY OF NEW YORK	)

LESTER POLLACK, being duly sworn, deposes and says that he is one of the persons described in and who executed the foregoing certificate, that he has read the same and knows the consents thereof, and that the statements contained therein are true.

/s/    LESTER POLLACK        

LESTER POLLACK

Sworn to before me this

16th day of May, 1967.

/s/    Illegible        

-2-

CERTIFICATE OF CHANGE

OF

LOEW’S CALIFORNIA THEATRES, INC.

Under Section 805-A of the

Business Corporation Law

Pursuant to the provisions of Section 805-A of the Business Corporation Law, the undersigned hereby certify:

FIRST: That the name of the corporation is Loew’s California Theatres Inc., formerly known as The International Vaudeville Company.

SECOND: That the Certificate of Incorporation of the corporation was filed by the Department of State, Albany, New York, on the 17th day of March 1906.

THIRD: That the change to the Certificate of Incorporation effected by this Certificate is as follows:

(a) To change the post office address to which the Secretary of State shall mail a copy of any process against the corporation served upon him, so that such address shall hereafter be Loew’s California Theatres, Inc., c/o Corporate Secretary, Loews Corporation, 666 Fifth Avenue, New York, New York 10103.

FOURTH: That the change of the Certificate of Incorporation was authorized by the unanimous written consent of the Directors of the Corporation.

IN WITNESS, WHEREOF, we hereunto sign our names and affirm that the statements made herein are true under the penalties of perjury this 29th day of November 1982.

LOEW’S CALIFORNIA THEATRES, INC.

/s/    BARRY HIRSCH        

Barry Hirsch

Vice President

/s/    GARY W. GARSON        

Gary W. Garson

Assistant Secretary

F020322000339

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

Loew’s California Theatres, Inc.

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

1. The name of the corporation is: Loew’s California Theatres Inc.

2. The certificate of incorporation of said corporation was filed by the Department of State on March 17, 1906, under the name The International Vaudeville Company.

3. The certificate of incorporation is amended so that Article Three is amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4. Shareholder approval was not required. In accordance with Section 808 of the New York Business Corporation Law, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40392; confirmed and approved on March 1, 2002.

IN WITNESS WHEREOF, I hereunto sign my name and affirm that statements made herein are true under the penalties of perjury this 21 day of March, 2002.

Dated: March 21, 2002

Loews California Theatres, Inc.
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President, signing pursuant to the Bankruptcy Court order and in accordance with section 808 of the NY Business Corporation Law.

1

EX-3.2.99

Exhibit 3.2.99

F040730000326

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LOEWS CRYSTAL RUN CINEMAS, INC.

Under Section 805 of the Business Corporation Law

FIRST: The name of the corporation is Loews Crystal Run Cinemas, Inc.

SECOND: The certificate of incorporation of the corporation was filed by the Department of State on December 13, 1989.

THIRD: The amendment of the certificate of incorporation effected by this certificate of amendment is as follows:

To change the purpose of the corporation.

FOURTH: To accomplish the foregoing amendment, Article Second of the certificate of incorporation is hereby stricken out in its entirety, and the following new Article is substituted in lieu thereof:

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of the State of New York, exclusive of any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.

FIFTH: The Board of Directors and the Shareholders of the corporation authorized the amendment under the authority vested in said Board under the provisions of the certificate of incorporation and of Section 708 of the Business Corporation Law of New York.

[The remainder of this page is left intentionally blank.]

1

IN WITNESS WHEREOF, Loews Crystal Run Cinemas, Inc. has caused this Certificate of Amendment of Certificate of Incorporation to be executed by its Senior Vice President, this 27^th day of July, 2004.

/s/    MICHAEL POLITI        

Senior Vice President

Michael Politi

Senior Vice President & Corporate Counsel

2

CERTIFICATE OF INCORPORATION

OF

LOEWS CRYSTAL RUN CINEMAS, INC.

Under Section 402 of the Business Corporation Law

The undersigned, a natural person of eighteen years or over, desiring to form a corporation pursuant to the provisions of the Business Corporation Law of the State of New York, hereby certifies as follows:

FIRST: The name of the corporation is LOEWS CRYSTAL RUN CINEMAS, INC., hereinafter sometimes called “the corporation”.

SECOND: The corporation is formed for the following purpose or purposes:

To own, acquire, purchase, erect, equip, lease, operate, manage and conduct motion picture theatres, drive-in theatres, opera houses, public halls and theatres and places of amusement of every kind and description; to produce, manufacture, purchase, sell, lease, hire, exhibit and exploit performances and attractions of various kinds and natures, including moving pictures, vaudeville, dramatic, operatic, musical and dance performances, and intellectual and instructive entertainment; to manufacture, produce, purchase, own, sell, lease, hire, license, distribute, and otherwise dispose and to deal in and with moving picture machines, cameras, machinery, devices, appliances and articles of all kinds used in photographic and motion picture arts, and plates, slides and films therefor, and materials, supplies, appliances, apparatus, machinery and other articles necessary and convenient for use in connection therewith; to acquire, own and dispose of costumes, scenery, properties, libraries, and other material and property for use in connection with the giving of operatic, dramatic, and motion picture entertainments, and performances of all kinds; to employ and act as agent and manager for singers, musicians, actors, performers of all kinds; to acquire, own and dispose of (including licensing thereof), plays, scenarios, photoplays, news, songs, magazines, motion pictures, and pictures of all kinds, dramatic and musical, and motion

1

picture productions of every kind; to acquire, own, maintain, operate, dispose of and deal with and in studios and other plants and equipment for or in connection with the production of notion pictures and productions of all kinds; to deal in amusement enterprises of every kind and description and generally to carry on the business of motion pictures and theatrical proprietors, managers, producers and caterers for and to public entertainment and amusements, as well as to do all things necessary and incident thereto.

To manufacture, buy, sell and generally deal in popcorn, candy, beverages, sandwiches, and food of all kinds and description, and goods, wares, merchandise, electronic amusement devices, pinball machines and personal property of every kind.

To purchase, lease or otherwise acquire, hold, improve, sell, lease, mortgage and generally deal in lands, buildings and interests herein.

To own, erect, buy, lease, acquire, hold, use or dispose of any and all stores, factories, machinery equipment and supplies of every nature and description necessary, useful or convenient in the manufacturing, producing, processing or marketing of the aforesaid articles and any other items or materials produced or dealt in by the corporation.

To buy, or otherwise acquire, hold, lease, sell, exchange, mortgage, pledge or otherwise dispose of any real estate or real property or personal property, rights, franchises or goodwill necessary to the foregoing; in general to carry on any related or incidental business in connection with the foregoing in all of the State, territories and dependencies of the United States and in foreign countries.

To indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and necessarily incurred by him in connection with the defense or any action, suit or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in

-2-

such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, but such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any by-law, agreement, vote of shareholders, or otherwise.

To have, in furtherance of the corporate purposes, all of the powers conferred upon corporations organized under the Business Corporation Law.

THIRD: The office of the corporation in the State of New York is to be located in the County of Orange.

FOURTH: The aggregate number of shares which the corporation shall have authority to issue is five (500) hundred, each having a par value of One ($1.00) Dollar, all of which are of the same class.

FIFTH: The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served. The post office address within or without of the State of New York to which the Secretary of State shall mail a copy of any process against the corporation served upon him is: Loews Crystal Run Cinemas, Inc., c/o General Counsel, 400 Plaza Drive, Secaucus, New Jersey 07094.

SIXTH: The duration of the corporation is to be perpetual.

SEVENTH: No holder of any of the shares of any class of the corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of any class of the corporation or for the purchase of any shares, bonds, securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise acquire shares of any class of the corporation; and any and all of such shares, bonds, securities or obligations of the corporation, whether now or hereafter authorized or created, may be issued, or may be reissued or transferred if the same have been required and have treasury status, and any and all of such rights and options may be granted by the Board of Directors to such persons, firms, corporations and associations, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same, or any thereof to any said holder. Without limiting the generality of the foregoing stated

-3-

denial of any and all pre-emptive rights, no holder of shares of any class of the corporation shall have any pre-emptive rights in respect of the matters, proceedings, or transactions specified in subparagraphs (1) to (6), inclusive, of paragraph (e) of Section 622 of the Business Corporation Law.

EIGHTH: Except as may otherwise be specifically provided in this Certificate of Incorporation, no provision of this Certificate of Incorporation is intended by the corporation to be construed as limiting , prohibiting, denying, or abrogating any of the general or specific powers or rights conferred under the Business Corporation Law upon the corporation, upon its shareholders, bondholders, and security holders, and upon its directors, officers, and other corporate personnel, including, in particular, the power of the corporation to furnish indemnification to directors and officers in the capacities defined and prescribed by the Business Corporation Law and the defined and prescribed rights of said persons to indemnification as the same are conferred by the Business Corporation Law.

Subscribed and affirmed by me as true under the penalties of perjury on December 11, 1989.

/s/    BARBARA R. CORBETT        

Barbara R. Corbett

Incorporator

400 Plaza Drive

Secaucus, New Jersey 07094

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_020322000346

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

Loews Crystal Run Cinemas, Inc.

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

1. The name of the corporation is: Loews Crystal Run Cinemas, Inc.

2. The certificate of incorporation of said corporation was filed by the Department of State on December 13, 1989.

3. The certificate of incorporation is amended so that Article Four is amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4. Shareholder approval was not required. In accordance with Section 808 of the New York Business Corporation Law. this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40413, confirmed and approved on March 1, 2002.

IN WITNESS WHEREOF, I hereunto sign may name and affirm that statements made herein are true under the penalties of perjury this 21 day of March, 2002.

Dated: March 21, 2002

Loews Crystal Run Cinemas, Inc.
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President, signing pursuant to the Bankruptcy Court order and in accordance with section 808 of the NY Business Corporation Law.

1

EX-3.2.100

Exhibit 3.2.100

F040730000327

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LOEWS EAST VILLAGE CINEMAS, INC.

Under Section 805 of the Business Corporation Law

FIRST: The name of the corporation is Loews East Village Cinemas, Inc.

SECOND: The certificate of incorporation of the corporation was filed by the Department of State on April 5,1988.

THIRD: The amendment of the certificate of incorporation effected by this certificate of amendment is as follows:

To change the purpose of the corporation.

FOURTH: To accomplish the foregoing amendment, Article Second of the certificate of incorporation is hereby stricken out in its entirety, and the following new Article is substituted in lieu thereof:

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of the State of New York, exclusive of any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.

FIFTH: The Board of Directors and the Shareholders of the corporation authorized the amendment under the authority vested in said Board under the provisions of the certificate of incorporation and of Section 708 of the Business Corporation Law of New York.

[The remainder of this page is left intentionally blank.]

1

IN WITNESS WHEREOF, Loews East Village Cinemas, Inc. has caused this Certificate of Amendment of Certificate of Incorporation to be executed by its Senior Vice President, this 27^th day of July, 2004.

/s/    MICHAEL POLITI        

Senior Vice President

Michael Politi

Senior Vice President & Corporate Counsel

2

CERTIFICATE OF INCORPORATION

OF

LOEWS EAST VILLAGE CINEMAS, INC.

Under Section 402 of the Business Corporation Law

The undersigned, a natural person of eighteen years or over, desiring to form a corporation pursuant to the provisions of the Business Corporation Law of the State of New York, hereby certifies as follows:

FIRST: The name of the corporation is LOEWS EAST VILLAGE CINEMAS, INC.

hereinafter sometimes called “the corporation”.

SECOND: The corporation is formed for the following purpose or purposes:

To own, acquire, purchase, erect, equip, lease, operate, manage and conduct motion picture theatres, drive-in theatres, opera houses, public halls and theatres and places of amusement of every kind and description; to produce, manufacture, purchase, sell, lease, hire, exhibit and exploit performances and attractions of various kinds and natures, including moving pictures, vaudeville, dramatic, operatic, musical and dance performances, and intellectual and instructive entertainment; to manufacture, produce, purchase, own, sell, lease, hire, license, distribute, and otherwise dispose and to deal in and with moving picture machines, cameras, machinery, devices, appliances, and articles of all kinds used in photographic and motion picture arts, and plates, slides and films therefor, and materials, supplies, appliances, apparatus, machinery and other articles necessary and convenient for use in connection therewith; to acquire, own and dispose of costumes, scenery, properties, libraries, and other material and property for use in connection with the giving of operatic, dramatic, and motion picture entertainments, and performances of all kinds; to employ and act as agent and manager for singers, musicians, actors, performers of all kinds; .to acquire, own, and dispose of (including licensing thereof), plays, scenarios, photoplays, news, songs, magazines, motion pictures, and pictures of all kinds, dramatic and musical, and motion picture productions of every kind; to acquire, own, maintain, operate, dispose of and deal with and in studios and other plants and equipment for or in connection with

1

the production of motion pictures and productions of all kinds; to deal in amusement enterprises of every kind and description and generally to carry on the business of motion pictures and theatrical proprietors, managers, producers and caterers for and to public entertainment and amusements, as well as to do all things necessary and incident thereto.

To manufacture, buy, sell and generally deal in popcorn, candy, beverages, sandwiches, and food of all kinds and description, and goods, wares, merchandise, electronic amusement devices, pinball machines and personal property of every kind.

To purchase, lease or otherwise acquire, hold, improve, sell, lease, mortgage and generally deal in lands, buildings and interests herein.

To own, erect, buy, lease, acquire, hold, use or dispose of any and all stores, factories, machinery equipment and supplies of every nature and description necessary, useful or convenient in the manufacturing, producing, processing or marketing of the aforesaid articles and any other items or materials produced or dealt in by the corporation.

To buy, or otherwise acquire, hold, lease, sell, exchange, mortgage, pledge or otherwise dispose of any real estate or real property or personal property, rights, franchises or goodwill necessary to the foregoing; in general to carry on any related or incidental business in connection with the foregoing in all of the State, territories and dependencies of the United States and in foreign countries.

To indemnify any director or officer or former director or officer of the corporation, or any person, who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and necessarily incurred by him in connection with the defense or any action, suit or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, but such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any by-law, agreement, vote of shareholders, or otherwise.

-2-

To have, in furtherance of the corporate purposes, all of the powers conferred upon corporations organized under the Business Corporation Law.

THIRD: The office of the corporation in the State of New York is to be located in the County of New York.

FOURTH: The aggregate number of shares which the corporation shall have authority to issue is five (500) hundred, each having a par value of One ($1.00) Dollar, all of which are of the same class.

FIFTH: The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served. The post office address within the State of New York to which the Secretary of State shall mail a copy of any process against the corporation served upon him is: Loews East Village Cinemas, Inc., c/o Corporate Secretary, 400 Plaza Drive, Secaucus, New Jersey 07094.

SIXTH: The duration of the corporation is to be perpetual.

SEVENTH: No holder of any of the shares of any class of the corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of any class of the corporation or for the purchase of any shares, bonds, securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise acquire shares of any class of the corporation; and any and all of such shares, bonds, securities or obligations of the corporation, whether now or hereafter authorized or created, may be issued, or may be reissued or transferred if the same have been required and have treasury status, and any and all of such rights and options, may be granted by the Board of Directors to such persons, firms, corporations and associations, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same, or any thereof to any said holder. Without limiting the generality of the foregoing stated denial of any and all pre-emptive rights, no holder of shares of any class of the corporation shall have any pre-emptive rights in respect of the matters, proceedings, or transactions specified in subparagraphs (1) to (6), inclusive, of paragraph (e) of Section 622 of the Business Corporation Law.

-3-

EIGHTH: Except as may otherwise be specifically provided in this Certificate of Incorporation, no provision of this Certificate of Incorporation is intended by the corporation to be construed as limiting, prohibiting, denying, or abrogating any of the general or specific powers or rights conferred under the Business Corporation Law upon the corporation, upon its shareholders, bondholders, and security holders, and upon its directors, officers, and other corporate personnel, including, in particular, the power of the corporation to furnish indemnification to directors and officers in the capacities defined and prescribed by the Business Corporation Law and the defined and prescribed rights of said persons to indemnification as the same are conferred by the Business Corporation Law.

Subscribed and affirmed by me as true under the penalties of perjury on March 17, 1988

/s/    BARBARA R. CORBETT        

Barbara R. Corbett

Incorporator

400 Plaza Drive

Secaucus, New Jersey 07094

-4-

F020322000320

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

Loews East Village Cinemas, Inc.

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

1. The name of the corporation is: Loews East Village Cinemas, Inc.

2. The certificate of incorporation of said corporation was filed by the Department of State on April 5, 1988.

3. The certificate of incorporation is amended so that Article Four is amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4. Shareholder approval was not required. In accordance with Section 808 of the New York Business Corporation Law, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40515, confirmed and approved on March 1, 2002.

IN WITNESS WHEREOF, I hereunto sign my name and affirm that statements made herein are true under the penalties of perjury this 21 day of March, 2002.

Dated: March 21, 2002

Loews East Village Cinemas, Inc.
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President, signing pursuant to the Bankruptcy Court order and in accordance with section 808 of the NY Business Corporation Law.

EX-3.2.101

Exhibit 3.2.101

F040730000323

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LOEWS ELMWOOD CINEMAS, INC.

Under Section 805 of the Business Corporation Law

FIRST: The name of the corporation is Loews Elmwood Cinemas, Inc.

SECOND: The certificate of incorporation of the corporation was filed by the Department of State on May 25, 1979.

THIRD: The amendment of the certificate of incorporation effected by this certificate of amendment is as follows:

To change the purpose of the corporation.

FOURTH: To accomplish the foregoing amendment, Article Second of the certificate of incorporation is hereby stricken out in its entirety, and the following new Article is substituted in lieu thereof:

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of the State of New York, exclusive of any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.

FIFTH: The Board of Directors and the Shareholders of the corporation authorized the amendment under the authority vested in said Board under the provisions of the certificate of incorporation and of Section 708 of the Business Corporation Law of New York.

[The remainder of this page is left intentionally blank.]

1

IN WITNESS WHEREOF, Loews Elmwood Cinemas, Inc. has caused this Certificate of Amendment of Certificate of Incorporation to be executed by its Senior Vice President, this 27^th day of July, 2004.

/s/    MICHAEL POLITI        

Senior Vice President

Michael Politi
Senior Vice President & Corporate Counsel

2

CERTIFICATE OF INCORPORATION

OF

LOEWS ELMWOOD, INC.

Under Section 402 of the Business Corporation Law

The undersigned, being a natural person of at least 21 years of age and acting as the incorporator of the corporation hereby being formed under the Business Corporation Law, certifies that:

FIRST: The name of the corporation is LOEWS ELMWOOD, INC.

SECOND: The corporation is formed for the following purpose or purposes:

To engage in, conduct and carry on the business of theatrical proprietors; opera house proprietors, music hall proprietors, caterers for public entertainments, concerts and public exhibitions, moving picture and other variety entertainments and to provide, engage, employ and act as managers of actors, dancers, singers, variety performers, athletes and theatrical and music artists and to produce and present to the public all sorts of plays, shows, exhibitions and amusements which are or may be produced at a theatre or music hall.

To take, lease, purchase, or otherwise acquire, and to own, use, hold, sell, convey, exchange, lease, mortgage, clear, improve, develop, divide and otherwise handle, manage, operate, maintain, control, publicize, advertise, promote, and generally deal in and with, whether as principal, sales, business, special, or general agent, broker, factor, buyer, seller, mortgagor, mortgagee, promoter, finder, franchisor, franchisee, licensor, licensee, co-ordinator, consultant, advisor, and in any other lawful capacity, improved and unimproved

real and personal property of all kinds, and, without limiting the generality of the foregoing, hotels, motels, inns, resorts, tourist courts, cabins, boarding and lodging houses, apartment houses, tourist and travel agencies, retail shops and departments, restaurants, cafeterias, tea rooms, coffee shops, cafes, bars, cabarets, dining facilities, drive-ins, night clubs, taverns, catering establishments, and related facilities for dispensing and furnishing foods, refreshments, alcoholic and non-alcoholic beverages, and related and unrelated products, concessions of any and all kinds, bathing houses, swimming pools, water craft, marine and fishing facilities, beaches and pavilions, hunting and bridle areas, trails, and facilities, skiing, tobogganing, sledding, skating, and other winter sport facilities, amusement, entertainment, community, shopping, and recreational centers, facilities, and establishments of any and all kinds, and to conduct a general real estate development, planning, operating, sales, brokerage, agency, management, counsellors, advisory, promotional, and publicity business and a hotel, motel, resort, amusement, and entertainment business in all its branches.

To engage generally in the real estate business as principal, agent, broker, and in any lawful capacity, and generally to take, lease, purchase, or otherwise acquire, and to own, use, hold, sell, convey, exchange, lease, mortgage, work, clear, improve, develop, divide, and otherwise handle, manage, operate, deal in and dispose of real estate, real property, lands, multiple-dwelling structures, houses, buildings and other works and any interest or right therein; to take, lease, purchase or otherwise acquire, and to own, use, hold, sell, convey, exchange, hire, lease, pledge, mortgage, and otherwise handle, and deal in and dispose of, as principal, agent, broker, and in any lawful capacity, such personal property, chattels, chattels real, rights, easements, privileges, choses in action, notes, bonds, mortgages, and securities as may lawfully be acquired, held, or disposed of; and to acquire, purchase, sell, assign, transfer, dispose of, and generally deal in and with, as principal, agent, broker, and in any lawful capacity, mortgages and other interests in real, personal, and mixed properties; to carry on a general construction, contracting, building, and realty management business as principal, agent, representative, contractor, subcontractor, and in any other lawful capacity.

-2-

To carry on a general mercantile, industrial, investing, and trading business in all its branches; to devise, invent, manufacture, fabricate, assemble, install, service, maintain, alter, buy, sell, import, export, license as licensor or licensee, lease as lessor or lessee, distribute, job, enter into, negotiate, execute, acquire, and assign contracts in respect of, acquire, receive, grant, and assign licensing arrangements, options, franchises, and other rights in respect of, and generally deal in and with, at wholesale and retail, as principal, and as sales, business, special, or general agent, representative, broker, factor, merchant, distributor, jobber, advisor, and in any other lawful capacity, goods, wares, merchandise, commodities, and unimproved, improved, finished, processed, and other real, personal, and mixed property of any and all kinds, together with the components, resultants, and by-products thereof; to acquire by purchase or otherwise own, hold, lease, mortgage, sell, or otherwise dispose of, erect, construct, make, alter, enlarge, improve, and to aid or subscribe toward the construction, acquisition or improvement of any factories, shops, storehouses, buildings, and commercial and retail establishments of every character, including all equipment, fixtures, machinery, implements and supplies necessary, or incidental to, or connected with, any of the purposes or business of the corporation; and generally to perform any and all acts connected therewith or arising therefrom or incidental thereto, and all acts proper or necessary for the purpose of the business.

To apply for, register, obtain, purchase, lease, take licenses in respect of for otherwise acquire, and to hold, own, use, operate, develop, enjoy, turn to account, grant licenses and immunities in respect of, manufacture under and to introduce, sell, assign, mortgage, pledge or otherwise dispose of, and, in any manner deal with and contract with reference to:

(a) inventions, devices, formulae, processes and any improvements and modifications thereof;

(b) letters patent, patent rights, patented processes, copyrights, designs, and similar rights, trade-marks, trade symbols and other indications of origin and ownership granted by or recognized under the laws of the

-3-

United States of America or any state or subdivision thereof, or of any foreign country or subdivision thereof, and all rights connected therewith or appertaining thereunto;

(c) franchises, licenses, grants and concessions.

To engage in joint ventures with other persons, firms or corporations for any purposes permitted under the Business Corporation Law or this Certificate of Incorporation.

To have, in furtherance of the corporate purposes, all of the powers conferred upon corporations organized under the Business Corporation Law subject to any limitations thereof contained in this Certificate of Incorporation or in the laws of the State of New York.

THIRD: The office of the corporation is to be located in the City of New York, County of New York, State of New York.

FOURTH: The aggregate number of shares which the corporation shall have authority to issue is five hundred, each having a par value of One ($1.00) Dollar, all of which are of the same class.

FIFTH: The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served. The post office address within the State of New York to which the Secretary of State shall mail a copy of any process against the corporation served upon him is: 17th Floor, 666 Fifth Avenue, New York, New York 10019.

SIXTH: The duration of the corporation is to be perpetual.

SEVENTH: The accounting period, which the corporation intends to establish as its first calendar or fiscal year is the period ending December 31st, 1979.

EIGHTH: No holder of any of the shares of any class of the corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of any class of the corporation or for the purchase of any shares, bonds, securities, or obligations of

-4-

the corporation which are convertible into or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise acquire shares of any class of the corporation; and any and all of such shares, bonds, securities or obligations of the corporation, whether now or hereafter authorized or created, may be issued, or may be reissued or transferred if the same have been reacquired and have treasury status, and any and all of such rights and options may be granted by the Board of Directors to such persons, firms, corporations and associations, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same, or any thereof, to any said holder. Without limiting the generality of the foregoing stated denial of any and all preemptive rights, no holder of shares of any class of the corporation shall have any preemptive rights in respect of the matters, proceedings, or transactions specified in subparagraphs (1) to (6), inclusive, of paragraph (e) of Section 622 of the Business Corporation Law.

NINTH: Except as may otherwise be specifically provided in this Certificate of Incorporation, no provision of this Certificate of Incorporation is intended by the corporation to be construed as limiting, prohibiting, denying, or abrogating any of the general or specific powers or rights conferred under the Business Corporation Law upon the corporation, upon its shareholders, bondholders, and security holders, and upon its directors, officers, and other corporate personnel, including, in particular, the power of the corporation to furnish indemnification to directors and officers in the capacities defined and prescribed by the Business Corporation Law and the defined and prescribed rights of said persons to indemnification as the same are conferred by the Business Corporation Law.

Subscribed and affirmed by me as true under the penalties of perjury on May 14, 1979.

/s/    CAROL A. DOKTORSKI        

Carol A. Doktorski, Incorporator

666 Fifth Avenue

New York, N. Y. 10019

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The following is a true copy of resolution duly adopted by the Board of Directors of Loew’s Theatres, Inc. at a meeting held on May 8, 1979.

“WHEREAS, there has been proposed the formation of a corporation pursuant to the laws of the State of New York under the name of LOEWS ELMWOOD, INC. and the Secretary of State has requested the expression of an opinion of this board concerning the similarity of the proposed name to that of this corporation.

“Now, therefore, be it resolved that in the opinion of this board the above-mentioned proposed name does not so nearly resemble that of this corporation as to tend to confuse or deceive and it consents to the use of such name.”

/s/    BERNARD MYERSON        

Bernard Myerson

Executive Vice President

/s/    SEYMOUR H. SMITH        

Seymour H. Smith

Assistant Secretary

-6-

F020322000328

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

Loews Elmwood Cinemas, Inc.

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

1. The name of the corporation is: Loews Elmwood Cinemas, Inc.

2. The certificate of incorporation of said corporation was filed by the Department of State on May 25, 1979, under the name Loews Elmwood, Inc.

3. The certificate of incorporation is amended so that Article Four is amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4. Shareholder approval was not required. In accordance with Section 808 of the New York Business Corporation Law, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40569, confirmed and approved on March 1, 2002.

IN WITNESS WHEREOF, I hereunto sign my name and affirm that statements made herein are true under the penalties of perjury this 21 day of March, 2002.

Dated: March 21, 2002

Loews Elmwood Cinemas, Inc.
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President, signing pursuant to the Bankruptcy Court order and in accordance with section 808 of the NY Business Corporation Law.

EX-3.2.102

Exhibit 3.2.102

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LOEWS LEVITTOWN CINEMAS, INC.

FIRST: The name of the corporation is Loews Levittown Cinemas, Inc.

SECOND: The certificate of incorporation of the corporation was filed by the Department of State on December 17,1982.

THIRD: The amendment of the certificate of incorporation effected by this certificate of amendment is as follows:

To change the purpose of the corporation.

FOURTH: To accomplish the foregoing amendment, Article Second of the certificate of incorporation is hereby stricken out in its entirety, and the following new Article is substituted in lieu thereof:

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of New York.

FIFTH: The Board of Directors of the corporation authorized the amendment under the authority vested in said Board under the provisions of the certificate of incorporation and of Section 708 of the Business Corporation Law of New York.

[The remainder of this page is left intentionally blank.]

IN WITNESS WHEREOF, Loews Levittown Cinemas, Inc. has caused this Certificate of Amendment of Certificate of Incorporation to be executed by its Senior Vice President, this 27^th day of July, 2004.

/s/    MICHAEL POLITI        

Senior Vice President

Michael Politi

Senior Vice President & Corporate Counsel

CERTIFICATE OF INCORPORATION

OF

LOEWS LEVITTOWN, INC.

Under Section 402 of the Business Corporation Law

The undersigned, being a natural person of at least 21 years of age and acting as the incorporator of the corporation hereby being formed under the Business Corporation Law, certifies that:

FIRST: The name of the corporation is LOEWS LEVITTOWN, INC.

SECOND: The corporation is formed for the following purposes:

To engage in, conduct and carry on the business of theatrical proprietors, opera house proprietors, music hall proprietors, caterers for public entertainments, concerts and public exhibitions, moving picture and other variety entertainments and to provide, engage, employ and act as managers of actors, dancers, singers, variety performers, athletes and theatrical and music artists and to produce and present to the public all sorts of plays, shows, exhibitions and amusements which are or may be produced at a theatre or music hall.

To take, lease, purchase, or otherwise acquire, and to own, use, hold, sell, convey, exchange, lease, mortgage, clear, improve, develop, divide and otherwise handle, manage, operate, maintain, control, publicize, advertise, promote, and generally deal in and with, whether as principal, sales, business, special, or general agent, broker, factor, buyer, seller, mortgagor, mortgagee, promoter, finder, franchisor, franchisee, licensor, licensee, co-ordinator, consultant, advisor, and in any other lawful capacity, improved and unimproved real and personal property of all kinds, and, without limiting the generality of the foregoing, hotels, motels, inns, resorts, tourist courts, cabins, boarding and lodging houses, apartment houses, tourist

and travel agencies, retail shops and departments, restaurants, cafeterias, tea rooms, coffee shops, cafes, bars, cabarets, dining facilities, drive-ins, night clubs, taverns, catering establishments, and related facilities for dispensing and furnishing foods, refreshments, alcoholic and non-alcoholic beverages, and related and unrelated products, concessions of any and all kinds, bathing houses, swimming pools, water craft, marine and fishing facilities, beaches and pavilions, hunting and bridle areas, trails, and facilities, skiing, tobogganing, sledding, skating, and other winter sport facilities, amusement, entertainment, community, shopping, and recreational centers, facilities, and establishments of any and all kinds, and to conduct a general real estate development, planning, operating, sales, brokerage, agency, management, counsellors, advisory, promotional, and publicity business and a hotel, motel, resort, amusement, and entertainment business in all its branches.

To engage generally in the real estate business as principal, agent, broker, and in any lawful capacity, and generally to take, lease, purchase, or otherwise acquire, and to own, use, hold, sell, convey, exchange, lease, mortgage, work, clear, improve, develop, divide, and otherwise handle, manage, operate, deal in and dispose of real estate, real property, lands, multiple-dwelling structures, houses, buildings and other works and any interest or right therein; to take, lease, purchase or otherwise acquire, and to own, use, hold, sell, convey, exchange, hire, lease, pledge, mortgage, and otherwise handle, and deal in and dispose of, as principal, agent, broker, and in any lawful capacity, such personal property, chattels, chattels real, rights, easements, privileges, choses in action, notes, bonds, mortgages, and securities as may lawfully be acquired, held, or disposed of; and to acquire, purchase, sell, assign, transfer, dispose of, and generally deal, in and with, as principal, agent, broker, and in any lawful capacity, mortgages and other interests in real, personal, and mixed properties; to carry on a general construction, contracting, building, and realty management business as principal, agent, representative, contractor, subcontractor, and in any other lawful capacity.

To carry on a general mercantile, industrial, investing, and trading business in all its branches; to devise, invent, manufacture, fabricate, assemble, install, service, maintain, alter, buy, sell, import,

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export, license as licensor or licensee, lease as lessor or lessee, distribute, job, enter into, negotiate, execute, acquire, and assign contracts in respect of, acquire, receive, grant, and assign licensing arrangements, options, franchises, and other rights in respect of, and generally deal in and with, at wholesale and retail, as principal, and as sales, business, special, or general agent, representative, broker, factor, merchant, distributor, jobber, advisor, and in any other lawful capacity, goods, wares, merchandise, commodities, and unimproved, improved, finished, processed, and other real, personal, and mixed property of any and all kinds, together with the components, resultants, and by-products thereof; to acquire by purchase or otherwise own, hold, lease, mortgage, sell, or otherwise dispose of, erect, construct, make, alter, enlarge, improve, and to aid or subscribe toward the construction, acquisition or improvement of any factories, shops, storehouses, buildings, and commercial and retail establishments of every character, including all equipment, fixtures, machinery, implements and supplies necessary, or incidental to, or connected with, any of the purposes or business of the corporation; and generally to perform any and all acts connected therewith or arising therefrom or incidental thereto, and allacts proper or necessary for the purpose of the business.

To apply for, register, obtain, purchase, lease, take licenses in respect of or otherwise acquire, and to hold, own, use, operate, develop, enjoy, turn to account, grant licenses and immunities in respect of, manufacture under and to introduce, sell, assign, mortgage, pledge or otherwise dispose of, and, in any manner deal with and contract with reference to:

(a) inventions, devices, formulae, processes and any improvements and modifications thereof;

(b) letters patent, patent rights, patented processes, copyrights, designs, and similar rights, trademarks, trade symbols and other indications of origin and ownership granted by or recognized under the laws of the United States of America or any state or subdivision thereof, or of any foreign country or subdivision thereof, and all rights connected therewith or appertaining thereunto;

(c) franchises, licenses, grants and concessions.

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To engage in joint ventures with other persons, firms or corporations for any purposes permitted under the Business Corporation Law or this Certificate of Incorporation.

To have, in furtherance of the corporate purposes, all of the powers conferred upon corporations organized under the Business Corporation Law subject to any limitations thereof contained in this Certificate of Incorporation or in the laws of the State of New York.

THIRD: The office of the corporation is to be located in the City of New York, County of New York, State of New York.

FOURTH: The aggregate number of shares which the corporation shall have authority to issue is five hundred, each having a par value of One ($1.00) Dollar, all of which are of the same class.

FIFTH: The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served. The post office address within the State of New York to which the Secretary of State shall mail a copy of any process against the corporation served upon him is: Loews Levittown, Inc., c/o Corporate Secretary, Loews Corporation, 666 Fifth Avenue, New York, New York 10103.

SIXTH: The duration of the corporation is to be perpetual.

SEVENTH: No holder of any of the shares of any-class of the corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of any class of the corporation or for the purchase of any shares, bonds, securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise acquire shares of any class of the corporation; and any and all of such shares, bonds, securities or obligations of the corporation, whether now or hereafter authorized or created, may be issued, or

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may be reissued or transferred if the same have been reacquired and have treasury status, and any and all of such rights and options may be granted by the Board of Directors to such persons, firms, corporations and associations, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same, or any thereof, to any said holder. Without limiting the generality of the foregoing stated denial of any and all preemptive rights, no holder of shares of any class of the corporation shall have any preemptive rights in, respect of the matters, proceedings, or transactions specified in subparagraphs (1) to (6), inclusive, of paragraph (e) of Section 622. of the Business Corporation Law.

EIGHTH: Except as may otherwise be specifically provided in this Certificate of Incorporation, no provision of this Certificate of Incorporation is intended by the corporation to be construed as limiting, prohibiting, denying, or abrogating any of the general or specific powers or rights conferred under the Business Corporation Law upon the corporation, upon its shareholders, bondholders, and security holders, and upon its directors, officers, and other corporate personnel, including, in particular, the power of the corporation to furnish indemnification to directors and officers in the capacities defined and prescribed rights of said persons to indemnification as the same are conferred by the Business Corporation Law.

Subscribed and affirmed by me as true under the penalties of perjury on December 15, 1982.

/S/    CAROL A. DOKTORSKI        

Carol A. Doktorski, Incorporator

666 Fifth Avenue

New York, N.Y. 10103

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Executive Offices, 666 Fifth Avenue, New York, N.Y. 10103 (212) 841-1000

SEYMOUR H. SMITH

Vice President

Assoc. General Counsel

December 15, 1982

Office of the Secretary of State of New York

Albany, New York

Gentlemen:

I am Vice President and Assistant Secretary of Loew’s Theatre & Realty Corporation.

Loew’s Theatre & Realty Corporation hereby consents to the formation of a corporation under the name of Loews Levittown, Inc. and believes that use of such name by the new corporation will not lead to confusion.

Very truly yours,
LOEW’S THEATRE & REALTY CORPORATION
By:	/S/    SEYMOUR H. SMITH
	Seymour H. Smith
	Vice President and Assistant Secretary

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EX-3.2.103

Exhibit 3.2.103

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LOEWS LINCOLN THEATRE HOLDING CORP.

FIRST: The name of the corporation is Loews Lincoln Theatre Holding Corp.

SECOND: The certificate of incorporation of the corporation was filed by the Department of State on March 3, 1953.

THIRD: The amendment of the certificate of incorporation effected by this certificate of amendment is as follows:

To change the purpose of the corporation.

FOURTH: To accomplish the foregoing amendment, Article II of the certificate of incorporation is hereby stricken out in its entirety, and the following new Article is substituted in lieu thereof:

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of New York.

FIFTH: The Board of Directors of the corporation authorized the amendment under the authority vested in said Board under the provisions of the certificate of incorporation and of Section 708 of the Business Corporation Law of New York.

[The remainder of this page is left intentionally blank.]

IN WITNESS WHEREOF, Loews Lincoln Theatre Holding Corp. has caused this Certificate of Amendment of Certificate of Incorporation to be executed by its Senior Vice President, this 27^th day of July, 2004.

/s/    MICHAEL POLITI        

Senior Vice President

Michael Politi

Senior Vice President & Corporate Counsel

CERTIFICATE OF INCORPORATION

OF

ORPHEUM-86 ST. CORPORATION

Pursuant to Article Two of the Stock Corporation Law

ARTICLE I. The corporate name is ORPHEUM-86 ST. CORPORATION.

ARTICLE II. The purposes for which the corporation is formed are:-

To purchase or otherwise acquire, erect, sell, lease, deal in and operate theatres and to maintain and operate other amusement enterprises of all kinds; to buy, rent, sell, manufacture, exhibit, deal in and with moving picture films.

To purchase or otherwise acquire real estate and leaseholds or any interest therein, in addition to such as may be necessary for the purpose hereinbefore expressed and to own, hold or improve, lease, sell and deal in the same.

To purchase or otherwise acquire real and personal property of any and all kinds that may be lawfully acquired and held by a business corporation and in particular, lands, leaseholds, shares of stock, mortgages, bonds, debentures and other securities, merchandise, book debts and claims,

1

copyrights, manuscripts, trademarks, tradenames, brands, labels, patents,              and patent rights, licenses, grants and commissions and any interest in real and personal property.

To enter into, make, perform and carry out contracts of every kind which a corporation organized under the business corporation law may enter into, and for any lawful purpose with any firm, person, association or corporation.

To make, accept, endorse, execute and issue promissory notes, bills of exchange, bonds, debentures, mortgages and other obligations from time to time for the purchase of property or any purpose in or about the business of the company, and to secure the payment of any such obligation by mortgage, pledge, deed of trust or otherwise.

To purchase, hold and reissue shares of its capital stock in the manner and to the extent permitted by the laws of the State of New York.

To conduct and transact business in any of the states, territories, colonies or dependencies of the United States and in any and all foreign countries; to have one or more offices therein and therein to hold, purchase, mortgage and convey real and personal property without limit as to amount, but always subject to local laws.

The foregoing clauses shall be construed both as objects and powers, and it is hereby provided that the

foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the powers of the corporation.

To do all and every thing necessary, suitable and proper for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth, either along or associated with other corporations, firms or individuals, and to do any other act or acts, thing or things incidental or pertaining to or growing out of or connected with the aforesaid business or powers, or any part or parts thereof, provided the same be not inconsistent with the law under which this corporation is organized.

ARTICLE III. (a) The total number of shares that may be issued by the corporation is two hundred (200).

(b) None of these shares shall have a par value.

(c) The total number of shares which are to be without par value is two hundred (200).

(d) The capital of the corporation shall be at least equal to the sum of the aggregate par value of all issued shares having par value plus the aggregate amount of consideration received by the corporation for the issuance of shares without par value plus such amounts as from time to time by resolution of the Board of Directors may be transferred thereto.

ARTICLE IV. Subject to the litigations provided by statute, the Board of Directors is authorized:

To make, alter and amend the by-laws of the corporation.

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation subject to the consent of stockholders whenever required by statute.

The company may use and apply its surplus earnings and accumulated profits to the purchase or acquisition of property and to the purchase or acquisition of its own capital stock from time to time and to such extent and in such manner and upon such terms as the Board of Directors shall determine.

Subject to the foregoing provisions the by-laws may prescribe the number of directors to constitute a quorum at their meetings, and such number may be less than a majority of the whole number.

The company reserves the right to amend, alter, change or repeal any provision of this certificate contained in the manner now or hereafter prescribed by statute for the amendment of the certificate of incorporation.

ARTICLE V. The Secretary of State is designated as the agent of the corporation upon whom process in any action or proceeding against it may be served.

The principal office of the company is to be located in the Borough of Manhattan, County of New York, State of New York, and the address to which the Secretary of State shall mail copy of process in any action or proceeding against the corporation which may be served upon him, is No. 1540 Broadway in the Borough of Manhattan, City of New York.

ARTICLE VI. The duration of the company is to be perpetual.

ARTICLE VII. The number of its directors is to be three. The directors need not be stockholders unless the by-laws of the corporation shall so require. The names and post office addresses of its directors until the first annual meeting of the corporation are as follows :-

NAMES	POST OFFICE ADDRESSES
SHIRLEY BLOCH	1540 Broadway
	Borough of Manhattan
	City of New York
ROSANNE DEMO	1540 Broadway
	Borough of Manhattan
	City of New York
HELEN STEINBERG	1540 Broadway
	Borough of Manhattan
	City of New York

ARTICLE VIII. The names and post office addresses of each of the subscribers of this certificate of incorporation and the statement of the number of shares which each agrees to take in the corporation are as follows :-

NAMES	POST OFFICE ADDRESSES	NO. OF SHARES
SHIRLEY BLOCH	1540 Broadway	1
	Borough of Manhattan
	New York City
ROSANNE DEMO	1540 Broadway	1
	Borough of Manhattan
	New York City
HELEN STEINBERG	1540 Broadway	1
	Borough of Manhattan
	City of New York

ARTICLE IX. All of the subscribers of the certificate of incorporation are of full age, at least two-thirds of them are citizens of the United States and at least one of said persons named as a director is a citizen of the United States and a resident of the State of New York.

IN WITNESS WHEREOF, we have made and subscribed this certificate in triplicate this 5th day of February, 1953.

/s/    SHIRLEY BLOCH         (L.S.)

/s/    ROSANNE DEMO         (L.S.)

/s/    HELEN STEINBERG         (L.S.)

6

STATE OF NEW YORK	)
CITY OF NEW YORK	)	ss. :
COUNTY OF NEW YORK	)

On this 5th day of February, 1953, before me personally came SHIRLEY BLOCH, ROSANNE DEMO and HELEN STEINBERG, to me known and known to me to be the individuals described in and who executed the foregoing Certificate of Incorporation and they severally duly acknowledged to me that they executed the same.

/s/    Illegible        

_________________

_____________ New York

_________________

_______________ County

_____________ Co. Reg.

N.Y. Co. ___, N.Y. Co. Reg.

Commission Expires March 30, 1954

CERTIFICATE OF INCORPORATION

OF

ORPHEUM-86 ST. CORPORATION

Pursuant to Article Two of the Stock Corporation Law

STATE OF NEW YORK DEPARTMENT OF STATE
FILED	MAR 3 – 1953
TAX	$10
FILING FEE	$40
/s/    Illegible
Secretary of State

By /s/    Illegible        

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION OF

ORPHEUM-86 ST. CORPORATION

PURSUANT TO SECTION 36 OF THE STOCK CORPORATION LAW

WE, the undersigned, being the holders of record of all the outstanding shares of Orpheum-86 St. Corporation entitled to vote on a change in the number of directors, do hereby certify as follows :

1. The name of the corporation is ORPHEUM-86 ST. CORPORATION.

2. The Certificate of Incorporation was filed in the office of the Department of State on the 3rd day of March, 1953.

3. The Certificate of Incorporation of this corporation is hereby amended, as authorized in subdivision 2 of Section 35 of the Stock Corporation Law to change the number of directors to not less than four nor more than eight.

4. To accomplish such change in the number of directors, the first sentence of Article VII of the Certificate of Incorporation of this corporation is hereby amended to read as follows :

“The number of directors of the corporation shall not be less than four nor more than eight.”

IN WITNESS WHEREOF we have made and subscribed this Certificate this 30^th day of June 1954.

	LOEW’S INCORPORATED
[SEAL]	BY	/s/    Illegible
		Vice President

BY

STATE OF NEW YORK	)
	)	SS. :
COUNTY OF NEW YORK	)

On this 30^th day of June 1954, before me personally came JOSEPH R. VOGEL, to me known, who, being by me duly sworn, did depose and say that he resides at No. 888 Park Avenue, New York City; that he is the Vice President of Loew’s Incorporated, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he signed his name thereto by like order.

/s/    MORRIS SHER        

MORRIS SHER

Notary Public, State of New York

No. 24-8964200, Qualified in Kings Co.

Cert. Filed in New York County

Commission Expires March 30, 1956

STATE OF NEW YORK	)
	)	SS. :
COUNTY OF NEW YORK	)

LEOPOLD FRIEDMAN being duly sworn deposes an says : That he is the Secretary of Orpheum-86 St. Corporation; that the persons who executed the foregoing Certificate of Increase of the numbers of directors of Orpheum-86 St. Corporation constitute the holders of record of all outstanding shares of said corporation entitled to vote with relation to the proceedings provided for in the Certificate.

Subscribed and sworn to before me this 30th day of June 1954.
/s/    MORRIS SHER	/s/    Illegible
MORRIS SHER
Notary Public, State of New York No. 24-8964200, Qualified in Kings Co. Cert. Filed in New York County Commissions Expires March 30, 1956

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION OF

ORPHEUM - 86 ST. CORPORATION

PURSUANT TO SECTION 36 OF THE STOCK CORPORATION LAW

THE UNDERSIGNED, holder of record of all of the outstanding shares of ORPHEUM-86 ST. CORPORATION entitled to vote with relation to the proceedings provided for in this Certificate, does hereby certify as follows:

1. The name of the corporation is ORPHEUM-86 ST. CORPORATION.

2. The Certificate of Incorporation of said corporation was filed in the office of the Secretary of State on the 3rd day of March, 1953.

3. The Certificate of Incorporation is hereby amended to effect a change authorized in subdivision 2 of Section 35 of the Stock Corporation Law to ____ to provide that the number of directors shall be not less than three nor more than ten.

4. To accomplish the amendment the provision of the Certificate of Incorporation as amended by a Certificate of Amendment filed on the 24th day of August, 1954 fixing the number of directors, is hereby further amended to read as follows:

“The number of directors of the corporation shall be not less than three nor more than ten.”

IN WITNESS WHEREOF, the undersigned has subscribed and acknowledged this Certificate this 5th day of April, 1957.

LOEW’S INCORPORATED
BY:	/s/    CHARLES C. MOSKOWITZ
	Charles C. Moskowitz, Vice-Pres.

[SEAl]

STATE OF NEW YORK	)
COUNTY OF NEW YORK	)	SS:

On this 5th day of April, 1957, before me personally came CHARLES C. MOSKOWITZ to me known, who being by me duly sworn, did depose and say that he resides at 8245 Beverly Road, Kew Gardens, L.I., N.Y.; that he is the Vice-President of LOEW’S INCORPORATED, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; that he signed his name thereto by like order.

/s/    THOMAS BRESS        

THOMAS BRESS

NOTARY PUBLIC, STATE OF NEW YORK

NO. 30-0410200

TERM EXPIRES MARCH 30, 1959

STATE OF NEW YORK	)
COUNTY OF NEW YORK	)	SS:

ARCHIE WELTMAN being duly sworn, deposes and says:

That he is the Secretary of ORPHEUM-86 ST. CORPORATION; that LOEW’S INCORPORATED which executed the foregoing Certificate of Amendment is the holder of record of all outstanding shares of ORPHEUM-86 ST. CORPORATION entitled to vote with relation to the proceedings provided for in said Certificate.

/s/    ARCHIE WELTMAN        

ARCHIE WELTMAN

Subscribed and sworn to before

me this 5th day of April, 1957.

/s/    THOMAS BRESS        

THOMAS BRESS

NOTARY PUBLIC, STATE OF NEW YORK

NO. 30-0410200

TERM EXPIRES MARCH 30, 1959

F911212000354

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

ORPHEUM - 86 ST. CORPORATION

Under Section 805 of the Business

Corporation Law

Pursuant to the provisions of Section 805 of the Business Corporation Law, the Undersigned hereby certifies:

FIRST: That the name of the corporation is Orpheum - 86 St. Corporation.

SECOND: That the Certificate of Incorporation of the Corporation was filed by the Department of State, Albany, New York on the 3rd day of March 1953.

THIRD: That the amendment to the Certificate of Incorporation effected by this Certificate is as follows: to change the name of the corporation.

To accomplish the foregoing amendment. Article I of the Certificate of Incorporation of the corporation relating to the corporate name, is hereby amended to read as follows:

“ARTICLE I: The name of the corporation is Loews Lincoln Theatre Holding Corp.”

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FOURTH: That the amendment of the Certificate of Incorporation was authorized by the vote at a meeting of the Board of Directors, followed by the written consent of the sole shareholder of the Corporation.

IN WITNESS WHEREOF, I hereunto sign my name and affirm that statements made herein are true under the penalties of perjury this 18th day of November, 1991.

ORPHEUM - 86 ST. CORPORATION and LTM NEW YORK, INC. (its sole shareholder)
By:	/s/    SEYMOUR H. SMITH
	SEYMOUR H. SMITH Vice President, Secretary

2

F020322000336

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

Loews Lincoln Theatre Holding Corp,

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

1. The name of the corporation is: Loews Lincoln Theatre Holding Corp.

2. The certificate of incorporation of said corporation was filed by the Department of State on March 3, 1953, under the name Orpheum-86 St. Corporation.

3. The certificate of incorporation is amended so that Article Three is amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4. Shareholder approval was not required. In accordance with Section 808 of the New York Business Corporation Law, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40513, confirmed and approved on March 1, 2002.

IN WITNESS WHEREOF, I hereunto sign my name and affirm that statements made herein are true under the penalties of perjury this 21 day of March, 2002.

Dated: March 21, 2002

Loews Lincoln Theatre Holding Corp.
By:	/s/    BRYAN BERNDT
	Bryan Berndt Vice President, signing pursuant to the Bankruptcy Court order and in accordance with section 808 of the NY Business Corporation Law.

1

EX-3.2.104

Exhibit 3.2.104

F040730000317

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LOEWS ORPHEUM CINEMAS, INC.

Under Section 805 of the Business Corporation Law

FIRST: The name of the corporation is Loews Orpheum Cinemas, Inc.

SECOND: The certificate of incorporation of the corporation was filed by the Department of State on July 18, 1985.

THIRD: The amendment of the certificate of incorporation effected by this certificate of amendment is as follows:

To change the purpose of the corporation.

FOURTH: To accomplish the foregoing amendment, Article Second of the certificate of incorporation is hereby stricken out in its entirety, and the following new Article is substituted in lieu thereof:

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of the State of New York, exclusive of any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.

FIFTH: The Board of Directors and the Shareholders of the corporation authorized the amendment under the authority vested in said Board under the provisions of the certificate of incorporation and of Section 708 of the Business Corporation Law of New York.

[The remainder of this page is left intentionally blank.]

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IN WITNESS WHEREOF, Loews Orpheum Cinemas, Inc. has caused this Certificate of Amendment of Certificate of Incorporation to be executed by its Senior Vice President, this 27^th day of July, 2004.

/s/    MICHAEL POLITI        

Senior Vice President

Michael Politi

Senior Vice President & Corporate Counsel

2

CERTIFICATE OF INCORPORATION

OF

LOEWS ORPHEUM CINEMAS, INC.

Under Section 402 of the Business Corporation Law

The undersigned, being a natural person of at least 21 years of age and acting as the incorporator of the corporation hereby being formed under the Business Corporation Law, certifies that:

FIRST: The name of the corporation is LOEWS ORPHEUM CINEMAS, INC.

SECOND: The corporation is formed for the following purpose or purposes:

To engage in, conduct and carry on the business of theatrical proprietors, opera house proprietors, music hall proprietors, caterers for public entertainments, concerts and public exhibitions, moving picture and other variety entertainments and to provide, engage, employ and act as mangers of actors, dancers, singers, variety performers, athletes and theatrical and music artists and to produce and present to the public all sorts of plays, shows, exhibitions and amusements which are or may be produced at a theatre or music hall.

To take, lease, purchase, or otherwise acquire, and to own, use, hold, sell, convey, exchange, lease, mortgage, clear, improve, develop, divide and otherwise handle, manage, operate, maintain, control, publicize, advertise, promote, and generally deal in and with, whether as principal, sales, business, special, or general agent, broker, factor, buyer, seller, mortgagor, mortgagee, promoter, finder, franchisor, franchisee, licensor, licensee, coordinator, consultant, advisor and in any other lawful capacity, improved and unimproved real and personal property of all kinds, and, without limiting the generality of the foregoing, hotels, motels, inns, resorts, tourist courts, cabins, boarding and lodging houses, apartment houses, tourist

-1-

and travel agencies, retail shops and departments, restaurants, cafeterias, tea rooms, coffee shops, cafes, bars, cabarets, dining facilities, drive-ins, night clubs, taverns, catering establishments, and related facilities for dispensing and furnishing foods, refreshments, alcoholic and non-alcoholic beverages, and related and unrelated products, concessions of any and all kinds, bathing houses, swimming pools, water craft, marine and fishing facilities, beaches and pavilions, hunting and bridle areas, trails, and facilities, skiing, tobogganing, sledding, skating, and other winter sport facilities, amusement, entertainment, community, shopping, and recreational centers, facilities, and establishments of any and all kinds, and to conduct a general real estate development, planning, operating, sales, brokerage, agency, management, counsellors, advisory, promotional, and publicity business and a hotel, motel, resort, amusement, and entertainment business in all its branches.

To engage generally in the real estate business as principal, agent, broker, and in any lawful capacity, and generally to take, lease, purchase, or otherwise acquire, and to own, use, hold, sell, convey, exchange, lease, mortgage, work, clear, improve, develop, divide, and otherwise handle, manage, operate, deal in and dispose of real estate, real property, lands, multiple dwelling structures, houses, buildings and other works and any interest or right therein; to take, lease, purchase or otherwise acquire, and to own, use, hold, sell, convey, exchange, hire, lease, pledge, mortgage, and otherwise handle, and deal in and dispose of, as principal, agent, broker, and in any lawful capacity, such personal property, chattels, chattels real, rights, easements, privileges, choses in action, notes, bonds, mortgages, and securities as may lawfully be acquired, held, or disposed of; and to acquire, purchase, sell, assign, transfer, dispose of, and generally deal in and with, as principal, agent, broker, and in any lawful capacity, mortgages and other interests in real, personal, and mixed properties; to carry on a general construction, contracting, building, and realty management business as principal, agent, representative, contractor, subcontractor, and in any other lawful capacity.

To carry on a general mercantile, industrial, investing, and trading business in all its branches; to devise, invent, manufacture, fabricate, assemble, install, service, maintain, alter, buy, sell, import,

-2-

export, license as licensor or licensee, lease as lessor or lessee, distribute, job, enter into, negotiate, execute, acquire, and assign contracts in respect of, acquire, receive, grant, and assign licensing arrangements, options, franchises, and other rights in respect of, and generally deal in and with, at wholesale and retail, as principal, and as sales, business, special, or general agent, representative, broker, factor, merchant, distributor, jobber, advisor, and in any other lawful capacity, goods, wares, merchandise, commodities, and unimproved, improved, finished, processed, and other real, personal, and mixed property of any and all kinds, together with the components, resultants, and by-products thereof; to acquire by purchase or otherwise own, hold, lease, mortgage, sell, or otherwise dispose of, erect, construct, make, alter, enlarge, improve, and to aid or subscribe toward the construction, acquisition or improvement of any factories, shops, storehouses, buildings, and commercial and retail establishments of every character, including all equipment, fixtures, machinery, implements and supplies necessary, or incidental to, or connected with, any of the purposes or business of the corporation; and generally to perform any and all acts connected therewith or arising therefrom or incidental thereto, and all acts proper or necessary for the purpose of the business.

To apply for, register, obtain, purchase, lease, take licenses in respect of or otherwise acquire, and to hold, own, use, operate, develop, enjoy, turn to account, grant licenses and immunities in respect of, manufacture under and to introduce, sell, assign, mortgage, pledge or otherwise dispose of, and, in any manner deal with and contract with reference to:

(a) inventions, devices, formulae, processes and any improvements and modifications thereof;

(b) letters patent, patent rights, patented processes, copyrights, designs, and similar rights, trademarks, trade symbols and other indications of origin and ownership granted by or recognized under the laws of the United States of America or any state or subdivision thereof, or of any foreign country or subdivision thereof, and all rights connected therewith or appertaining thereunto;

(c) franchises, licenses, grants and concessions.

-3-

To engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law, provided that the corporation is not formed to engage in any act or activity which requires the consent or approval of any state official, department, board, agency or other body.

To have, in furtherance of the corporate purposes, all of the powers conferred upon corporations organized under the Business Corporation Law subject to any limitations thereof contained in this Certificate of Incorporation or in the laws of the State of New York.

THIRD: The office of the corporation is to be located in the City of New York, County of New York, State of New York.

FOURTH: The aggregate number of shares which the corporation shall have authority to issue is five (500) hundred, each having a par value of One ($1.00) Dollar, all of which are of the same class.

FIFTH: The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served. The post office address within the State of New York to which the Secretary of State shall mail a copy of any process against the corporation served upon him is: Loews Orpheum Cinemas, Inc., c/o Corporate Secretary, 666 Fifth Avenue, New York, New York 10103.

SIXTH: The registered agent of the corporation is the C T Corporation System, whose address is 1633 Broadway, New York, New York 10019. The registered agent is the agent of the corporation upon whom process against it may be served.

SEVENTH: The duration of the corporation is to be perpetual.

EIGHTH: No holder of any of the shares of any class of the corporation shall be entitled as of right to subscribe for, purchase or otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of any class of the corporation or for the purchase of any shares, bonds, securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise acquire shares of any

-4-

class of the corporation; and any and all of such shares, bonds, securities or obligations of the corporation, whether now or hereafter authorized or created, may be issued, or may be reissued or transferred if the same have been required and have treasury status, and any and all of such rights and options may be granted by the Board of Directors to such persons, firms, corporations and associations, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same, or any thereof, to any said holder. Without limiting the generality of the foregoing stated denial of any and all preemptive rights, no holder of shares of any class of the corporation shall have any preemptive rights in respect of the matters, proceedings, or transactions specified in subparagraphs (1) to (6), inclusive, of paragraph (e) of Section 622 of the Business Corporation Law.

NINTH: Except as may otherwise be specifically provided in this Certificate of Incorporation, no provision of this Certificate of Incorporation is intended by the corporation to be construed as limiting, prohibiting, denying, or abrogating any of the general or specific powers or rights conferred under the Business Corporation Law upon the corporation, upon its shareholders, bondholders, and security holders, and upon its directors, officers, and other corporate personnel, including, in particular, the power of the corporation to furnish indemnification to directors and officers in the capacities defined and prescribed by the Business Corporation Law and the defined and prescribed rights of said persons to indemnification as the same are conferred by the Business Corporation Law.

Subscribed and affirmed by me as true under the penalties of perjury on July 16, 1985.

/s/    BARBARA R. CORBETT        

Barbara R. Corbett, Incorporator

666 Fifth Avenue

New York, N.Y. 10103

-5-

F020322000344

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

Loews Orpheum Cinemas, Inc.

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

1. The name of the corporation is: Loews Orpheum Cinemas, Inc.

2. The certificate of incorporation of said corporation was filed by the Department of State on July 18, 1985.

3. The certificate of incorporation is amended so that Article Four is amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4. Shareholder approval was not required. In accordance with Section 808 of the New York Business Corporation Law, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40511, confirmed and approved on March 1, 2002.

IN WITNESS WHEREOF, I hereunto sign my name and affirm that statements made herein are true under the penalties of perjury this 21 day of March, 2002.

Dated: March 21, 2002

Loews Orpheum Cinemas, Inc.
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President, signing pursuant to the Bankruptcy Court order and in accordance with section 808 of the NY Business Corporation Law.

1

EX-3.2.105

Exhibit 3.2.105

F040730000418

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LOEWS PALISADES CENTER CINEMAS, INC.

Under Section 805 of the Business Corporation Law

FIRST: The name of the corporation is Loews Palisades Center Cinemas, Inc.

SECOND: The certificate of incorporation of the corporation was filed by the Department of State on May 12, 1988.

THIRD: The amendment of the certificate of incorporation effected by this certificate of amendment is as follows:

To change the purpose of the corporation.

FOURTH: To accomplish the foregoing amendment, Article Second of the certificate of incorporation is hereby stricken out in its entirety, and the following new Article is substituted in lieu thereof:

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of the State of New York, exclusive of any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.

FIFTH: The Board of Directors and the Shareholders of the corporation authorized the amendment under the authority vested in said Board under the provisions of the certificate of incorporation and of Section 708 of the Business Corporation Law of New York.

[The remainder of this page is left intentionally blank.]

1

IN WITNESS WHEREOF, Loews Palisades Center Cinemas, Inc. has caused this Certificate of Amendment of Certificate of Incorporation to be executed by its Senior Vice President, this 27^th day of July, 2004.

/S/    MICHAEL POLITI        

Senior Vice President

Michael Politi

Senior Vice President & Corporate Counsel

2

F020322000352

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

Loews Palisades Center Cinemas, Inc.

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

1. The name of the corporation is: Loews Palisades Center Cinemas, Inc.

2. The certificate of incorporation of said corporation was filed by the Department of State on May 12, 1988.

3. The certificate of incorporation is amended so that Article Four is amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4. Shareholder approval was not required. In accordance with Section 808 of the New York Business Corporation Law, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40526, confirmed and approved on March 1, 2002.

IN WITNESS WHEREOF, I hereunto sign my name and affirm that statements made herein are true under the penalties of perjury this 21 day of March, 2002.

Dated: March 21, 2002

Loews Palisades Center Cinemas, Inc.
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President, signing pursuant to the Bankruptcy Court order and in accordance with section 808 of the NY Business Corporation Law.

1

CERTIFICATE OF INCORPORATION

OF

LOEWS PALISADES CENTER CINEMAS, INC.

Under Section 402 of the Business Corporation Law

The undersigned, a natural person of eighteen years or over, desiring to form a corporation pursuant to the provisions of the Business Corporation Law of the State of New York, hereby certifies as follows:

FIRST: The name of the corporation is LOEWS PALISADES CENTER CINEMAS, INC., hereinafter sometimes called “the corporation”.

SECOND: The corporation is formed for the following purpose or purposes:

To own, acquire, purchase, erect, equip, lease, operate, manage and conduct motion picture theatres, drive-in theatres, opera houses, public halls and theatres and places of amusement of every kind and description; to produce, manufacture, purchase, sell, lease, hire, exhibit and exploit performances and attractions of various kinds and natures, including moving pictures, vaudeville, dramatic, operatic, musical and dance performances, and intellectual and instructive entertainment; to manufacture, produce, purchase, own, sell, lease, hire, license, distribute, and otherwise dispose and to deal in and with moving picture machines, cameras, machinery, devices, appliances, and articles of all kinds used in photographic and motion picture arts, and plates, slides and films therefor, and materials, supplies, appliances, apparatus, machinery and other articles necessary and convenient for use in connection therewith, to acquire, own and dispose of costumes, scenery, properties, libraries, and other material and property for use in connection with the giving of operati___ dramatic, and motion picture entertainments, and performances of all kinds; to employ and act as agent and manager for singers, musicians, actors, performers of all kinds; to acquire, own and dispose of (including licensing thereof), plays, scenarios, photoplays, news, songs, magazines, motion pictures, and pictures of all kinds, dramatic and musical, and motion

-1-

picture productions of every kind to acquire, own, maintain, operate, dispose of and deal with and in studios and other plants and equipment for or in connection with the production of motion pictures and productions of all kinds; to deal in amusement enterprises of every kind and description and generally to carry on the business of motion pictures and theatrical proprietors, managers, producers and caterers for and to public entertainment and amusements, as well as to do all things necessary and incident thereto.

To manufacture, buy, sell and generally deal in popcorn, candy, beverages, sandwiches, and food of all kinds and description, and goods, wares, merchandise, electronic amusement devices, pinball machines and personal property of every kind.

To purchase, lease or otherwise acquire, hold, improve, sell, lease, mortgage and generally deal in lands, buildings and interests herein.

To own, erect, buy, lease, acquire, hold, use or dispose of any and all stores, factories, machinery equipment and supplies of every nature and description necessary, useful or convenient in the manufacturing, producing, processing or marketing of the aforesaid articles and any other items or materials produced or dealt in by the corporation.

To buy, or otherwise acquire; hold, lease, sell, exchange, mortgage, pledge or otherwise dispose of any real estate or real property or personal property, rights, franchises or goodwill necessary to the foregoing; in general to carry on any related or incidental business in connection with the foregoing in all of the State, territories and dependencies of the United States and in foreign countries subject to the provisions of Part 4 of the T.M.C.L.A.

To indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and necessarily incurred by him in connection with the defense or any action, suit or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in

-2-

such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, but such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any by-law, agreement, vote of shareholders or otherwise.

To have, in furtherance of the corporate purposes, all of the powers conferred upon corporations organized under the Business Corporation Law.

THIRD: The office of the corporation in the State of New York is to be located in the County of New York.

FOURTH: The aggregate number of shares which the corporation shall have authority to issue is five (500) hundred, each having a par value of One ($1.00) Dollar, all of which are of the same class.

FIFTH: The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served. The post office address within the State of New Jersey to which the Secretary of State shall mail a copy of any process against the corporation served upon him is: Loews East Hanover Cinemas, Inc., c/o General Counsel, 400 Plaza Drive, Secaucus, New Jersey 07094.

SIXTH: The duration of the corporation is to be perpetual.

SEVENTH: No holder of any of the shares of any class of the corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of any class of the corporation or for the purchase of any shares, bonds, securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise acquire shares of any class of the corporation; and any and all of such shares, bonds, securities or obligations of the corporation, whether now or hereafter authorized or created, may be issued, or may be reissued or transferred if the same have been required and have treasury status, and any and all of such rights and options may be granted by the Board of Directors to such persons, firms, corporations and associations, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same, or any thereof to any said holder. Without limiting the generality of the foregoing stated

-3-

denial of any and all pre-emptive rights, no holder of shares of any class of the corporation shall have any pre-emptive rights in respect of the matters, proceedings, or transactions specified in subparagraphs (1) to (6), inclusive, of paragraph (a) of Section 622 of the Business Corporation Law.

EIGHT: Except as may otherwise be specifically provided in this Certificate of Incorporation, no provision of this Certificate of Incorporation is intended by the corporation to be construed as limiting, prohibiting, denying, or abrogating any of the general or specific powers or rights conferred under the Business Corporation Law upon the corporation, upon its shareholders, bondholders, and security holders, and upon its directors, officers, and other corporate personnel, including, in particular, the power of the corporation to furnish indemnification to directors and officers in the capacities defined and prescribed by the Business Corporation Law and the defined and prescribed rights of said persons to indemnification as the same are conferred by the Business Corporation Law.

Subscribed and affirmed by me as true under the penalties of perjury on May 2, 1988.

/s/    BARBARA R. CORBETT         

Barbara R. Corbett

Incorporator

400 Plaza Drive

Secaucus, New Jersey 07094

-4-

EX-3.2.106

Exhibit 3.2.106

_040730000531

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LOEWS ROOSEVELT FIELD CINEMAS, INC.

Under Section 805 of the Business Corporation Law

FIRST: The name of the corporation is Loews Roosevelt Field Cinemas, Inc.

SECOND: The certificate of incorporation of the corporation was filed by the Department of State on May 8, 1987.

THIRD: The amendment of the certificate of incorporation effected by this certificate of amendment is as follows:

To change the purpose of the corporation.

FOURTH: To accomplish the foregoing amendment, Article Second of the certificate of incorporation is hereby stricken out in its entirety, and the following new Article is substituted in lieu thereof:

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of the State of New York, exclusive of any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.

FIFTH: The Board of Directors and the Shareholders of the corporation authorized the amendment under the authority vested in said Board under the provisions of the certificate of incorporation and of Section 708 of the Business Corporation Law of New York.

[The remainder of this page is left intentionally blank.]

1

IN WITNESS WHEREOF, Loews Roosevelt Field Cinemas, Inc. has caused this Certificate of Amendment of Certificate of Incorporation to be executed by its Senior Vice President, this 27^th day of July, 2004.

/s/    MICHAEL POLITI        

Senior Vice President

Michael Politi

Senior Vice President & Corporate Counsel

2

CERTIFICATE OF INCORPORATION

OF

LOEWS ROOSEVELT FIELD CINEMAS, INC.

Under Section 402 of the Business Corporation Law

The undersigned, a natural person of eighteen years or over, desiring to form a corporation pursuant to the provisions of the Business Corporation Law of the State of New York, hereby certifies as follows:

FIRST: The name of the corporation is LOEWS ROOSEVELT FIELD CINEMAS, INC. hereinafter sometimes called “the corporation”.

SECOND: The corporation is formed for the following purpose or purposes:

To engage in, conduct and carry on the business of theatrical proprietors, opera house proprietors, music hall proprietors, caterers for public entertainments, concerts and public exhibitions, moving picture and other variety entertainments and to provide, engage, employ and act as managers of actors, dancers, singers, variety performers, athletes and theatrical and music artists and to produce and present to the public all sorts of plays, shows, exhibitions and amusements which are or may be produced at a theatre or music hall.

To take, lease, purchase, or otherwise acquire, and to own, use, hold, sell, convey, exchange, lease, mortgage, clear, improve, develop, divide and otherwise handle, manage, operate, maintain, control, publicize, advertise, promote, and generally deal in and with, whether as principal, sales, business, special, or general agent, broker, factor, buyer, seller, mortgagor, mortgagee, promoter, finder, franchisor, franchisee, licensor, licensee, coordinator, consultant, advisor, and in any other lawful capacity, improved and unimproved real and personal property of all kinds, and, without limiting the generality of the foregoing, hotels, motels, inns, resorts, tourist courts, cabins, boarding and lodging houses, apartment houses, tourist

-1-

and travel agencies, retail shops and departments, restaurants, cafeterias, tea rooms, coffee shops, cafes, bars, cabarets, dining facilities, drive-ins, night clubs, taverns, catering establishments, and related facilities for dispensing and furnishing foods, refreshments, alcoholic and non-alcoholic beverages, and related and unrelated products, concessions of any and all kinds, bathing houses, swimming pools, water craft, marine and fishing facilities, beaches and pavilions, hunting and bridle areas, trails, and facilities, skiing, tobogganing, sledding, skating, and other Winter sport facilities, amusement, entertainment, community, shopping, and recreational centers, facilities, and establishments of any and all kinds, and to conduct a general real estate development, planning, operating, sales, brokerage, agency, management, counsellors, advisory, promotional, and publicity business and a hotel, motel, resort, amusement, and entertainment business in all its branches.

To engage generally in the real estate business as principal, agent, broker, and in any lawful capacity, and generally to take, lease, purchase, or otherwise acquire, and to own, use, hold, sell, convey, exchange, lease, mortgage, work, clear, improve, develop, divide, and otherwise handle, manage, operate, deal in and dispose of real estate, real property, lands, multiple dwelling structures, houses, buildings and other works and any interest or right therein; to take, lease, purchase or otherwise acquire, and to own, use, hold, sell, convey, exchange, hire, lease, pledge, mortgage, and otherwise handle, and deal in and dispose of, as principal, agent, broker, and in any lawful capacity, such personal property, chattels, chattels real, rights, easements, privileges, choses in action, notes, bonds, mortgages, and securities as may lawfully be acquired, held, or disposed of; and to acquire, purchase, sell, assign, transfer, dispose of, and generally deal in and with, as principal, agent, broker, and in any lawful capacity, mortgages and other interests in real, personal, and mixed properties; to carry on a general construction, contracting, building, and realty management business as principal, agent, representative, contractor, subcontractor, and in any other lawful capacity.

To carry on a general mercantile, industrial, investing, and trading business in all its branches; to devise, invent, manufacture, fabricate, assemble, install, service, maintain, alter, buy, sell, import,

-2-

export, license as licensor or licensee, lease as lessor or lessee, distribute, job, enter into, negotiate, execute, acquire, and assign contracts in respect of, acquire, receive, grant, and assign licensing arrangements, options, franchises, and other rights in respect of, and generally deal in and with, at wholesale and retail, as principal, and as sales, business, special, or general agent, representative, broker, factor, merchant, distributor, jobber, advisor, and in any other lawful capacity, goods, wares, merchandise, commodities, and unimproved, improved, finished, processed, and other real, personal, and mixed property of any and all kinds, together with the components, resultants, and by-products thereof; to acquire by purchase or otherwise own, hold, lease, mortgage, sell, or otherwise dispose of, erect, construct, make, alter, enlarge, improve, and to aid or subscribe toward the construction, acquisition or improvement of any factories, shops, storehouses, buildings, and commercial and retail establishments of every character, including all equipment, fixtures, machinery, implements and supplies necessary, or incidental to, or connected with, any of the purposes or business of the corporation; and generally to perform any and all acts connected therewith or arising therefrom or incidental thereto, and all acts proper or necessary for the purpose of the business.

To apply for, register, obtain, purchase, lease, take licenses in respect of or otherwise acquire, and to hold, own, use, operate, develop, enjoy, turn to account, grant licenses and immunities in respect of, manufacture under and to introduce, sell, assign, mortgage, pledge or otherwise dispose of, and, in any manner deal with and contract with reference to:

(a) inventions, devices, formulae, processes and any improvements and modifications thereof;

(b) letters patent, patent rights, patented processes, copyrights, designs, and similar rights, trademarks, trade symbols and other indications of origin and ownership granted by or recognized under the laws of the United States of America or any state or subdivision thereof, or of any foreign country or subdivision thereof, and all rights connected therewith or appertaining thereunto;

(c) franchises, licenses, grants and concessions.

-3-

To engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law, provided that the corporation is not formed to engage in any act or activity which requires the consent or approval of any state official, department, board, agency or other body.

To have, in furtherance of the corporate purposes, all of the powers conferred upon corporations organized under the Business Corporation Law subject to any limitations thereof contained in this Certificate of Incorporation or in the laws of the State of New York.

THIRD: The office of the corporation in the State of New York is to be located in the County of New York.

FOURTH: The aggregate number of shares which the corporation shall have authority to issue is five (500) hundred, each having a par value of One ($1.00) Dollar, all of which are of the same class.

FIFTH: The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served. The post office address within the State of New York to which the Secretary of State shall mail a copy of any process against the corporation served upon him is: Loews Roosevelt Field Cinemas, Inc., c/o Corporate Secretary, 666 Fifth Avenue, New York, New York 10103.

SIXTH: The duration of the corporation is to be perpetual.

SEVENTH: No holder of any of the shares of any class of the corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of any class of the corporation or for the purchase of any shares, bonds, securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry .any rights, to subscribe for, purchase, or otherwise acquire shares of any class of the corporation; and any and all of such shares, bonds, securities or obligations of the corporation, whether now or hereafter authorized or created, may be issued, or may be reissued or transferred if the same have been required and have treasury status, and any and all of such rights and options may be granted by the Board of Directors to such persons, firms, corporations and associations, and for such lawful

-4-

consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same, or any thereof to any said holder. Without limiting the generality of the foregoing stated denial of any and all preemptive rights, no holder of shares of any class of the corporation shall have any preemptive rights in respect of the matters, proceedings, or transactions specified in subparagraphs (1) to (6), inclusive, of paragraph (_) of Section 622 of the Business Corporation Law.

EIGHTH: Except as may otherwise be specifically provided in this Certificate of Incorporation no provision of this Certificate of Incorporation is intended by the corporation to be construed as limiting, prohibiting, denying, or abrogating any of the general or specific powers or rights conferred under the Business Corporation Law upon the corporation, upon its shareholders, bondholders, and security holders, and upon its directors, officers, and other corporate personnel, including, in particular, the power of the corporation to furnish indemnification to directors and officers in the capacities defined and prescribed by the Business Corporation Law and the defined and prescribed rights of said persons to indemnification as the same are conferred by the Business Corporation Law.

Subscribed and affirmed by me as true under the penalties of perjury on May 5, 1987.

/s/    BARBARA R. CORBETT        

Barbara R. Corbett, Incorporator

666 Fifth Avenue

New York, N.Y. 10103

-5-

F020322000356

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

Loews Roosevelt Field Cinemas, Inc.

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

1. The name of the corporation is: Loews Roosevelt Field Cinemas. Inc.

2. The certificate of incorporation of said corporation was filed by the Department of State on May 8, 1987.

3. The certificate of incorporation is amended so that Article Four is amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003”.

4. Shareholder approval was not required. In accordance with Section 808 of the New York Business Corporation Law, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40479, confirmed and approved on March 1, 2002.

IN WITNESS WHEREOF, I hereunto sign my name and affirm that statements made herein are true under the penalties of perjury this 21 day of March, 2002.

Dated: March 21, 2002

Loews Roosevelt Field Cinemas, Inc.
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President, signing pursuant to the Bankruptcy Court order and in accordance with section 808 of the NY Business Corporation Law

1

EX-3.2.107

Exhibit 3.2.107

P040730000298

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LOEWS TRYLON THEATRE, INC.

Under Section 805 of the Business Corporation Law

FIRST: The name of the corporation is Loews Trylon Theatre, Inc.

SECOND: The certificate of incorporation of the corporation was filed by the Department of State on May 25,1979.

THIRD: The amendment of the certificate of incorporation effected by this certificate of amendment is as follows:

To change the purpose of the corporation.

FOURTH: To accomplish the foregoing amendment, Article Second of the certificate of incorporation is hereby stricken out in its entirety, and the following new Article is substituted in lieu thereof:

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of the State of New York, exclusive of any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.

FIFTH: The Board of Directors and the Shareholders of the corporation authorized the amendment under the authority vested in said Board under the provisions of the certificate of incorporation and of Section 708 of the Business Corporation Law of New York.

[The remainder of this page is left intentionally blank.]

1

IN WITNESS WHEREOF, Loews Trylon Theatre, Inc. has caused this Certificate of Amendment of Certificate of Incorporation to be executed by its Senior Vice President, this 27^th day of July, 2004.

/s/    MICHAEL POLITI        

Senior Vice President

Michael Politi

Senior Vice President & Corporate Counsel

2

F020322000323

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

Loews Trylon Theatre, Inc.

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

1. The name of the corporation is Loews Trylon Theatre, Inc.

2. The certificate of incorporation of said corporation was filed by the Department of State on May 25, 197 9.

3. The certificate of incorporation is amended so that Article Four is amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4. Shareholder approval was not required. In accordance with Section 808 of the New York Business Corporation Law. this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40502, confirmed and approved on March 1, 2002.

IN WITNESS WHEREOF, I hereunto sign my name and affirm that statements made herein are true under the penalties of perjury this 21 day of March, 2002.

Dated: March 21, 2002

Loews Trylon Theatre, Inc.
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President, signing pursuant to the Bankruptcy Court order and in accordance with section 808 of the NY Business Corporation Law.

1

CERTIFICATE OF INCORPORATION

OF

LOEWS TRYLON THEATRE, INC.

Under Section 402 of the Business Corporation Law

The undersigned, being a natural person of at least 21 years of age and acting as the incorporator of the corporation hereby being formed under the Business Corporation Law, certifies that:

FIRST: The name of the corporation is LOEWS TRYLON THEATRE, INC.

SECOND: The corporation is formed for the following purpose or purposes:

To engage in, conduct and carry on the business of theatrical proprietors, opera house proprietors, music hall proprietors, caterers for public entertainments, concerts and public exhibitions, moving picture and other variety entertainments and to provide, engage, employ and act as managers of actors, dancers, singers, variety performers, athletes and theatrical and music artists and to produce and present to the public all sorts of plays, shows, exhibitions and amusements which are or may be produced at a theatre or music hall.

To take, lease, purchase, or otherwise acquire, and to own, use, hold, sell, convey, exchange, lease, mortgage, clear, improve, develop, divide and otherwise handle, manage, operate, maintain, control, publicize, advertise, promote, and generally deal in and with, whether as principal, sales, business, special, or general agent, broker, factor, buyer, seller, mortgagor, mortgagee, promoter, finder, franchisor, franchisee, licensor, licensee, co-ordinator, consultant, advisor, and in any other lawful capacity, improved and unimproved

real and personal property of all kinds, and, without limiting the generality of the foregoing, hotels, motels, inns, resorts, tourist courts, cabins, boarding and lodging houses, apartment houses, tourist and travel agencies, retail shops and departments, restaurants, cafeterias, tea rooms, coffee shops, cafes, bars, cabarets, dining facilities, drive-ins, night clubs, taverns, catering establishments, and related facilities for dispensing and furnishing foods, refreshments, alcoholic and non-alcoholic beverages, and related and unrelated products, concessions of any and all kinds, bathing houses, swimming pools, water craft, marine and fishing facilities, beaches and pavilions, hunting and bridle areas, trails, and facilities, skiing, tobogganing, sledding, skating, and other winter sport-facilities, amusement, entertainment, community, shopping, and recreational centers, facilities, and establishments of any and all kinds, and to conduct a general real estate development, planning, operating, sales, brokerage, agency, management, counsellors, advisory, promotional, and publicity business and a hotel, motel, resort, amusement, and entertainment business in all its branches.

To engage generally in the real estate business as principal, agent, broker, and in any lawful capacity, and generally to take, lease, purchase, or otherwise acquire, and to own, use, hold, sell, convey, exchange, lease, mortgage, work, clear, improve, develop, divide, and otherwise handle, manage, operate, deal in and dispose of real estate, real property, lands, multiple- dwelling structures, houses, buildings and other works and any interest or right therein; to take, lease, purchase or otherwise acquire, and to own, use, hold, sell, convey, exchange, hire, lease, pledge, mortgage, and otherwise handle, and deal in and dispose of, as principal, agent, broker, and in any lawful capacity, such personal property, chattels, chattels real, rights, easements, privileges, choses in action, notes, bonds, mortgages, and securities as may lawfully be acquired, held, or disposed of; and to acquire, purchase, sell, assign, transfer, dispose of, and generally deal in and with, as principal, agent, broker, and in any lawful, capacity mortgages and other interests in real, personal, and mixed properties; to carry on a general construction, contracting, building, and realty management business as principal, agent, representative; contractor, subcontractor, and in any other lawful capacity.

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To carry on a general mercantile, industrial, investing, and trading business in all its branches; to devise, invent, manufacture, fabricate, assemble, install, service, maintain, alter, buy, sell, import, export, license as licensor or licensee, lease as lessor or lessee, distribute, job, enter into, negotiate, execute, acquire, and assign contracts in respect of, acquire, receive, grant, and assign licensing arrangements, options, franchises, and other rights in respect of, and generally deal in and with, at wholesale and retail, as principal, and as sales, business, special, or general agent, representative, broker, factor, merchant, distributor, jobber,, advisor, and in any other lawful capacity, goods, wares, merchandiser commodities and unimproved, improved, finished, processed, and other real, personal, and mixed property of any and all kinds, together with the components, resultants, and by-products thereof; to acquire by purchase or otherwise own, hold, lease, mortgage, sell, or otherwise dispose of, erect, construct, make, alter, enlarge, improve, and to aid or subscribe toward the construction, acquisition or improvement of any factories, shops, storehouses, buildings, and commercial and retail establishments of every character, including all equipment, fixtures, machinery, implements and supplies necessary, or incidental to, or connected with, any of the purposes or business of the corporation; and generally to perform any and all acts connected therewith or arising therefrom or incidental thereto, and all acts proper or necessary for the purpose of the business.

To apply for, register, obtain, purchase, lease, take licenses in respect of or otherwise acquire, and to hold, own, use, operate, develop, enjoy, turn to account, grant licenses and immunities in respect of, manufacture under and to introduce, sell, assign, mortgage, pledge or otherwise dispose of, and, in any manner deal with and contract with reference to:

(a) inventions, devices, formulae, processes and any improvements and modifications thereof;

(b) letters patent, patent rights, patented processes, copyrights, designs, and similar rights, trade-marks, trade symbols and other indications of origin and ownership granted by or recognized under the laws of the

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United States of America or any state or subdivision thereof, or of any foreign country or subdivision thereof, and all rights connected therewith or appertaining thereunto;

(c) franchises, licenses, grants and concessions.

To engage in joint ventures with other persons, firms or corporations for any purposes permitted under the Business Corporation Law or this Certificate of Incorporation.

To have, in furtherance of the corporate purposes, all of the powers conferred upon corporations organized under the Business Corporation Law subject to any limitations thereof contained in this Certificate of Incorporation or in the laws of the State of New York.

THIRD: The office of the corporation is to be located in the City of New York, County of New York, State of New York.

FOURTH: The aggregate number of shares which the corporation shall have authority to issue is five hundred, each having a par value of One ($1.00) Dollar, all of which are of the same class.

FIFTH: The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served. The post office address within the State of New York to which the Secretary of State shall mail a copy of any process against the corporation served upon him is: 17th Floor, 666 Fifth Avenue, New York, New York 10019.

SIXTH: The duration of the corporation is to be perpetual.

SEVENTH: The accounting period, which the corporation intends to establish as its first calendar or fiscal year is the period ending December 31st, 1979.

EIGHTH: No holder of any of the shares of any class of the corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of any class of the corporation or for the purchase of any shares, bonds, securities, or obligations of

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the corporation which are convertible into or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise acquire shares of any class of the corporation; and any and all of such shares, bonds, securities or obligations of the corporation, whether now or hereafter authorized or created, may be issued, or may be reissued or transferred if the same have been reacquired and have treasury status, and any and all of such rights and options may be granted by the Board of Directors to such persons, firms, corporations and associations, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same, or any thereof, to any said holder. Without limiting the generality of the foregoing stated denial of any and all preemptive rights, no holder of shares of any class of the corporation shall have any preemptive rights in respect of the matters, proceedings, or transactions specified in subparagraphs (1) to (6), inclusive, of paragraph (e) of Section 622 of the Business Corporation Law.

NINTH: Except as may otherwise be specifically provided in this Certificate of Incorporation, no provision of this Certificate of Incorporation is intended by the corporation to be construed as limiting, prohibiting, denying, or abrogating any of the general or specific powers or rights conferred under the Business Corporation Law upon the corporation, upon its shareholders, bondholders, and security holders, and upon its directors, officers, and other corporate personnel, including, in particular, the power of the corporation to furnish indemnification to directors and officers in the capacities defined and prescribed by the Business Corporation Law and the defined and prescribed rights of said persons to indemnification as the same are conferred by the Business Corporation Law.

Subscribed and affirmed by me as true under the penalties of perjury on May 14, 1979.

/s/    CAROL A. DOKTORSKI        

Carol A. Doktorski, Incorporator

666 Fifth Avenue

New York, N.Y. 10019

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The following is a true copy of resolution duly adopted by the Board of Directors of Loew’s Theatres, Inc. at a meeting held on May 8, 1979.

“WHEREAS, there has been proposed the formation of a corporation pursuant to the laws of the State of New York under the name of LOEWS TRYLON THEATRE, INC. and the Secretary of State has requested the expression of an opinion of this board concerning the similarity of the proposed name to that of this corporation.

“Now, therefore, be it resolved that in the opinion of this board the above-mentioned proposed name does not so nearly resemble that of this corporation as to tend to confuse or deceive and it consents to the use of such name.”

/s/    BERNARD MYERSON        

Bernard Myerson

Executive Vice President

/s/    SEYMOUR H. SMITH        

Seymour H. Smith

Assistant Secretary

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CERTIFICATE OF INCORPORATION

OF

LOEWS TRYLON THEATRE, INC.

Under Section 402 of the Business Corporation Law

The undersigned, being a natural person of at least 21 years of age and acting as the incorporator of the corporation hereby being formed under the Business Corporation Law, certifies that:

FIRST: The name of the corporation is LOEWS TRYLON THEATRE, INC.

SECOND: The corporation is formed for the following purpose or purposes:

To engage in, conduct and carry on the business of theatrical proprietors, opera house proprietors, music hall proprietors, caterers for public entertainments, concerts and public exhibitions, moving picture and other variety entertainments and to provide, engage, employ and act as managers of actors, dancers, singers, variety performers, athletes and theatrical and music artists and to produce and present to the public all sorts of plays, shows, exhibitions and amusements which are or may be produced at a theatre or music hall.

To take, lease, purchase, or otherwise acquire, and to own, use, hold, sell, convey, exchange, lease, mortgage, clear, improve, develop, divide and otherwise handle, manage, operate, maintain, control, publicize, advertise, promote, and generally deal in and with, whether as principal, sales, business, special, or general agent, broker, factor, buyer, seller, mortgagor, mortgagee, promoter, finder, franchisor, franchisee, licensor, licensee, co-ordinator, consultant, advisor, and in any other lawful capacity, improved and unimproved

real and personal property of all kinds, and, without limiting the generality of the foregoing, hotels, motels, inns, resorts, tourist courts, cabins, boarding, and lodging houses, apartment houses, tourist and travel agencies, retail shops and departments, restaurants, cafeterias, tea rooms, coffee shops, cafes, bars, cabarets, dining facilities, drive-ins, night clubs, taverns, catering establishments, and related facilities for dispensing and furnishing foods, refreshments, alcoholic and non-alcoholic beverages, and related and unrelated products, concessions of any and all kinds, bathing houses, swimming pools, water craft, marine and fishing facilities, beaches and pavilions, hunting and bridle areas, trails, and facilities, skiing, tobogganing, sledding, skating, and other winter sport facilities, amusement, entertainment, community, shopping, and recreational centers, facilities, and establishments of any and all kinds, and to conduct a general real estate development, planning, operating, sales, brokerage, agency, management, counsellors, advisory, promotional, and publicity business and a hotel, motel, resort, amusement, and entertainment business in all its branches.

To engage generally in the real estate business as principal, agent, broker, and in any lawful capacity, and generally to take, lease, purchase, or otherwise acquire, and to own, use, hold, sell, convey, exchange, lease, mortgage, work, clear, improve, develop, divide, and otherwise handle, manage, operate, deal in and dispose of real estate, real property, lands, multiple-dwelling structures, houses, buildings and other works and any interest or right therein; to take, lease, purchase or otherwise acquire, and to own, use, hold, sell, convey, exchange, hire, lease, pledge, mortgage, and otherwise handle, and deal in and dispose of, as principal, agent, broker, and in any lawful capacity, such personal property, chattels, chattels real, rights, easements, privileges, choses in action, notes, bonds, mortgages, and securities as may lawfully be acquired, held, or disposed of; and to acquire, purchase, sell, assign, transfer, dispose of, and generally deal in and with, as principal, agent, broker, and in any lawful capacity, mortgages and other interests in real, personal, and mixed properties; to carry on a general construction contracting, building, and realty management business as principal, agent, representative, contractor, subcontractor, and in any other lawful capacity.

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To carry on a general mercantile, industrial, investing, and trading business in all its branches; to devise, invent, manufacture, fabricate, assemble, install, service, maintain, alter, buy, sell, import, export, license as licensor or licensee, lease as lessor or lessee, distribute, job, enter into, negotiate, execute, acquire, and assign contracts in respect of, acquire, receive, grant, and assign licensing arrangements, options, franchises, and other rights in respect of, and generally deal in and with, at wholesale and retail, as principal, and as sales, business, special, or general agent, representative, broker, factor, merchant, distributor, jobber, advisor, and in any other lawful capacity, goods, wares, merchandise, commodities, and unimproved, improved, finished, processed, and other real, personal, and mixed property of any and all kinds, together with the components, resultants, and by-products thereof; to acquire by purchase or otherwise own, hold, lease, mortgage, sell, or otherwise dispose of, erect, construct, make, alter, enlarge, improve, and to aid or subscribe toward the construction, acquisition or improvement of any factories, shops, storehouses, buildings, and commercial and retail establishments of every character, including all equipment, fixtures, machinery, implements and supplies necessary, or incidental to, or connected with, any of the purposes or business of the corporation; and generally to perform any and all acts connected therewith or arising therefrom or incidental thereto, and all acts proper or, necessary for the purpose of the business.

To apply for, register, obtain, purchase, lease, take licenses in respect of or otherwise acquire, and to hold, own, use, operate, develop, enjoy, turn to account, grant licenses and immunities in respect of, manufacture under and to introduce, sell, assign, mortgage, pledge or otherwise dispose of, and, in any manner deal with and contract with reference to:

(a) inventions, devices, formulae, processes and any improvements and modifications thereof,

(b) letters patent, patent rights, patented processes, copyrights, designs, and similar rights, trade-marks, trade symbols and other indications of origin and ownership granted by or recognized under the laws of the

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United States of America or any state or subdivision thereof, or of any foreign country or subdivision thereof, and all rights connected therewith or appertaining thereunto;

(c) franchises, licenses, grants and concessions.

To engage in joint ventures with other persons, firms or corporations for any purposes permitted under the Business Corporation Law or this Certificate of Incorporation.

To have, in furtherance of the corporate purposes, all of the powers conferred upon corporations organized under the Business Corporation Law subject to any limitations thereof contained in this Certificate of Incorporation or in the laws of the State of New York.

THIRD: The office of the corporation is to be located in the City of New York, County of New York, State of New York.

FOURTH: The aggregate number of shares which the corporation shall have authority to issue is five hundred, each having a par value of One ($1.00) Dollar, all of which are of the same class.

FIFTH: The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served. The post office address within the State of New York to which the Secretary of State shall mail a copy of any process against the corporation served upon him is: 17th Floor, 666 Fifth Avenue, New York, New York 10019.

SIXTH: The duration of the corporation is to be perpetual.

SEVENTH: The accounting period, which the corporation intends to establish as its first calendar or fiscal year is the period ending December 31st, 1979.

EIGHTH: No holder of any of the shares of any class of the corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of any class of the corporation or for the purchase of any shares, bonds, securities, or obligations of

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the corporation which are convertible into or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise acquire shares of any class of the corporation; and any and all of such shares, bonds, securities or obligations of the corporation, whether now or hereafter authorized or created, may be issued, or may be reissued or transferred if the same have been reacquired and have treasury status, and any and all of such rights and options may be granted by the Board of Directors to such persons, firms, corporations and associations, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same, or any thereof, to any said holder. Without limiting the generality of the foregoing stated denial of any and all preemptive rights, no holder of shares of any class of the corporation shall have any preemptive rights in respect of the matters, proceedings, or transactions specified in subparagraphs (1) to (6), inclusive, of paragraph (e) of Section 622 of the Business Corporation Law.

NINTH: Except as may otherwise be specifically provided in this Certificate of Incorporation, no provision of this Certificate of Incorporation is intended by the corporation to be construed as limiting, prohibiting, denying, or abrogating any of the general or specific powers or rights conferred under the Business Corporation Law upon the corporation, upon its shareholders, bondholders, and security holders, and upon its directors, officers, and other corporate personnel, including, in particular, the power of the corporation to furnish indemnification to directors and officers in the capacities defined and prescribed by the Business Corporation Law and the defined and prescribed rights of said persons to indemnification as the same are conferred by the Business Corporation Law.

Subscribed and affirmed by me as true under the penalties of perjury on May 14, 1979.

/s/    CAROL A. DOKTORSKI        

Carol A. Doktorski, Incorporator

666 Fifth Avenue

New York, N. Y. 10019

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The following is a true copy of resolution duly adopted by the Board of Directors of Loew’s Theatres, Inc. at a meeting held on May 8, 1979.

“WHEREAS, there has been proposed the formation of a corporation pursuant to the laws of the State of New York under the name of LOEWS TRYLON THEATRE, INC. and the Secretary of State has requested the expression of an opinion of this board concerning the similarity of the proposed name to that of this corporation.

“Now, therefore, be it resolved that in the opinion of this board the above-mentioned proposed name does not so nearly resemble that of this corporation as to tend to confuse or deceive and it consents to the use of such name.”

/s/    BERNARD MYERSON        

Bernard Myerson

Executive Vice President

/s/    SEYMOUR H. SMITH        

Seymour H. Smith

Assistant Secretary

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F020822000323

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

Loews Trylon Theatre, Inc.

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

1. The name of the corporation is: Loews Trylon Theatre, Inc.

2. The certificate of incorporation of said corporation was filed by the Department of State on May 25, 1979.

3. The certificate of incorporation is amended so that Article Four is amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4. Shareholder approval was not required. In accordance with Section 808 of the New York Business Corporation Law, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40502, confirmed and approved on March 1, 2002.

IN WITNESS WHEREOF, I hereunto sign my name and affirm that statements made herein are true under the penalties of perjury this 21 day of March, 2002.

Dated: March 21, 2002

Loews Trylon Theatre, Inc.
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President, signing pursuant to the Bankruptcy Court order and in accordance with section 808 of the NY Business Corporation Law

EX-3.2.108

Exhibit 3.2.108

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

PARKCHESTER AMUSEMENT CORPORATION

FIRST: The name of the corporation is Parkchester Amusement Corporation.

SECOND: The certificate of incorporation of the corporation was filed by the Department of State on June 8, 1939.

THIRD: The amendment of the certificate of incorporation effected by this certificate of amendment is as follows:

To change the purpose of the corporation.

FOURTH: To accomplish the foregoing amendment, Article II of the certificate of incorporation is hereby stricken out in its entirety, and the following new Article is substituted in lieu thereof:

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of New York.

FIFTH: The Board of Directors of the corporation authorized the amendment under the authority vested in said Board under the provisions of the certificate of incorporation and of Section 708 of the Business Corporation Law of New York.

[The remainder of this page is left intentionally blank.]

IN WITNESS WHEREOF, Parkchester Amusement Corporation has caused this Certificate of Amendment of Certificate of Incorporation to be executed by its Senior Vice President, this 27^th day of July, 2004.

/s/    MICHAEL POLITI        

Senior Vice President

Michael Politi

Senior Vice President & Corporate Counsel

CERTIFICATE OF INCORPORATION

OF

PARKCHESTER AMUSEMENT CORPORATION

Pursuant to Article Two of the Stock Corporation Law

ARTICLE I. The corporate name is PARKCHESTER AMUSEMENT CORPORATION.

ARTICLE II. The purposes for which the corporation is formed are:-

To purchase or otherwise acquire, erect, sell, lease, deal in and operate theatres and to maintain and operate other amusement enterprises of all kinds; to buy, rent, sell, manufacture, exhibit, deal in and with moving picture films.

To purchase or otherwise acquire real estate and leaseholds or any interest therein, in addition to such as may be necessary for the purpose hereinbefore expressed and to own, hold or improve, lease, sell and deal in the same.

To purchase or otherwise acquire real and personal property of any and all kinds that may be lawfully acquired and held by a business corporation and in particular, lands, leaseholds, shares of stock, mortgages, bonds, debentures and other securities, merchandise, book debts and claims,

copyrights, manuscripts, trademarks, tradenames, brands, labels, patents, caveats and patent rights, licenses, grants and concessions and any interest in real or personal property.

To enter into, make, perform and carry out contracts of every kind which a corporation organized under the business corporation law may enter into, and for any lawful purpose with any firm, person, association or corporation.

To make, accept, endorse, execute and issue promissory notes, bills of exchange, bonds, debentures, mortgages and other obligations from time to time for the purchase of property or any purpose in or about the business of the company, and to secure the payment of any such obligation by mortgage, pledge, deed of trust or otherwise.

To purchase, hold and reissue shares of its capital stock in the manner and to the extent permitted by the laws of the State of New York.

To conduct and transact business in any of the states, territories, colonies or dependencies of the United States and in any and all foreign countries; to have one or more offices therein and therein to hold, purchase, mortgage and convey real and personal property without limit as to amount, but always subject to local laws.

The foregoing clauses shall be construed both as objects and powers, and it is hereby provided that the

foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the powers of the corporation.

To do all and every thing necessary, suitable and proper for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth, either along or associated with other corporations, firms or individuals, and to do any other act or acts, thing or things incidental or pertaining to or growing out of or connected with the aforesaid business or powers, or any part or parts thereof, provided the same be not inconsistent with the law under which this corporation is organized.

ARTICLE III. (a) The total number of shares that may be issued by the corporation is two hundred (200).

(b) None of these shares shall have a par value.

(c) The total number of shares which are to be without par value is two hundred (200).

(d) The capital of the corporation shall be at least equal to the sum of the aggregate par value of all issued shares having par value plus the aggregate amount of consideration received by the corporation for the issuance of shares without par value plus such

amounts as from time to time by resolution of the Board of Directors may be transferred thereto.

ARTICLE IV. Subject to the limitations provided by statute, the Board of Directors is authorized;

To make, alter and amend the by-laws of the corporation.

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation subject to the consent of stockholders whenever required by statute.

The company may use and apply its surplus earnings and accumulated profits to the purchase or acquisition of property and to the purchase or acquisition of its own capital stock from time to time and to such extent and in such manner and upon such terms as the Board of Directors shall determine.

Subject to the foregoing provisions the by-laws may prescribe the number of directors to constitute a quorum at their meetings, and such number may be less than a majority of the whole number.

The company reserves the right to amend, alter, change or repeal any provision of this certificate contained in the manner now or hereafter prescribed by statute for the amendment of the certificate of incorporation.

ARTICLE V. The Secretary of State is designated as the agent of the corporation upon whom process in any action or proceeding against it may be served.

The principle office of the company is to be located in the Borough of Manhattan, County of New York, State of New York, and the address to which the Secretary of State shall mail a copy of process in any action or proceeding against the corporation which may be served upon him, is No. 1540 Broadway in the Borough of Manhattan, City of New York.

ARTICLE VI. The duration of the company is to be perpetual.

ARTICLE VII. The number of its directors is to be three. The directors need not be stockholders unless the by-laws of the corporation shall so require. The names and post office addresses of its directors until the first annual meeting of the corporation are as follows :-

NAMES	POST OFFICE ADDRESSES
MATIE HAMMERSTEIN	1540 Broadway Borough of Manhattan City of New York
GERTRUDE LEBELSON	1540 Broadway Borough of Manhattan City of New York
HELEN STEINBERG	1540 Broadway Borough of Manhattan City of New York

ARTICLE VIII. The names and post office addresses of each of the subscribers of this certificate of incorporation and the statement of the number of shares which each agrees to take in the corporation are as follows:-

NAMES	POST OFFICE ADDRESSES	NO. OF SHARES
MATIE HAMMERSTEIN	1540 Broadway Borough of Manhattan New York City	1
GERTRUDE LEBELSON	1540 Broadway Borough of Manhattan New York City	1
HELEN STEINBERG	1540 Broadway Borough of Manhattan New York City	1

ARTICLE IX. All of the subscribers of the certificate of incorporation are of full age, at least two-thirds of them are citizens of the United States and at least one of said persons named as a director is a citizen of the United States and a resident of the State of New York.

IN WITNESS WHEREOF, we have made and subscribed this certificate in triplicate this 7th day of June, 1939.

/s/    MATIE HAMMERSTEIN	(L.S.)
/s/    GERTRUDE LEBELSON	(L.S.)
/s/    HELEN STEINBERG	(L.S.)

STATE OF NEW YORK,	)
CITY OF NEW YORK,	:	SS.:
COUNTY OF NEW YORK,	)

On this 7th day of June, 1939 before me personally came MATIE HAMMERSTEIN, GERTRUDE LEBELSON and HELEN STEINBERG, to me known and known to me to be the individuals described in and who executed the foregoing Certificate of Incorporation and they severally duly acknowledged to me that they executed the same.

/s/    Illegible        

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION OF

PARKCHESTER AMUSEMENT CORPORATION

PURSUANT TO SECTION 36 OF THE STOCK CORPORATION LAW

WE, the undersigned, being the holders of record of all the outstanding shares of Parkchester Amusement Corporation entitled to vote on a change in the number of directors, do hereby certify as follows:

1. The name of the corporation is PARKCHESTER AMUSEMENT CORPORATION.

2. The Certificate of Incorporation was filed in the office of the Department of State on the 8th day of June, 1939.

3. The Certificate of Incorporation of this corporation is hereby amended, as authorized in subdivision 2 of Section 35 of the Stock Corporation Law to change the number of directors to not less than four nor more than eight.

4. To accomplish such change in the number of directors, the first sentence of Article VII of the Certificate of Incorporation of this corporation is hereby amended to read as follows:

“The number of directors of the corporation shall not be less than four nor more than eight.”

IN WITNESS WHEREOF we have made and subscribed this Certificate this 30th day of June, 1954.

	LOEW’S INCORPORATED
[SEAL]	BY	/s/    Illegible
		Vice President

STATE OF NEW YORK	)
	)	SS.:
COUNTY OF NEW YORK	)

On this 30^th day of June 1954, before me personally came. JOSEPH R. VOGEL, to me known, who, being by me duly sworn, did depose and say that he resides at No. 888 Park Avenue, New York City; that he is the Vice President of Loew’s Incorporated, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he signed his name thereto by like order.

/s/    MORRIS SHER        

MORRIS SHER

Notary Public, State of New York

No. 24-8964200, Qualified in Kings Co.

Cert: Filed in New York County

Commission Expires March 30, 1956

STATE OF NEW YORK	)
	)	SS.:
COUNTY OF NEW YORK	)

LEOPOLD FRIEDMAN being duly sworn deposes and says: That he is the Secretary of Parkchester Amusement Corporation; that the persons who executed the foregoing Certificate of Increase of the number of directors of Parkchester Amusement Corporation constitute the holders of record of all outstanding shares of said corporation entitled to vote with relation to the proceedings provided for in the Certificate.

Subscribed and sworn to before me this 30^th day of June 1954.

/s/    MORRIS SHER        

MORRIS SHER

Notary Public, State of New York

No. 24-8964200, Qualified in Kings Co.

Cert: Filed in New York County

Commission Expires March 30, 1956

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION OF

PARKCHESTER AMUSEMENT CORPORATION

PURSUANT TO SECTION 36 OF THE STOCK CORPORATION LAW

THE UNDERSIGNED, holder of record of all of the outstanding shares of PARKCHESTER AMUSEMENT CORPORATION entitled to vote with relation to the proceedings provided for in this Certificate, does hereby certify as follows:

1. The name of the corporation is PARKCHESTER AMUSEMENT CORPORATION.

2. The Certificate of Incorporation of said corporation was filed in the office of the Secretary of State on the 8th day of June 1939.

3. The Certificate of Incorporation is hereby amended to effect a change authorized in subdivision 2 of Section 35 of the Stock Corporation Law to ___________ to provide that the number of directors shall be not less than three nor ten.

4. To accomplish the amendment the provision of the Certificate of Incorporation as amended by a Certificate of Amendment filed on the 24th day of August, 1954 fixing the number of directors, is hereby further amended to read as follows:

“The number of directors of the corporation shall be not less than three nor more than ten.”

IN WITNESS WHEREOF the undersigned has subscribed and acknowledged this Certificate this 5th day of April, 1957.

LOEW’S INCORPORATED
BY:	/s/    CHARLES C. MOEKOWITZ
	Charles C. Moekowitz, Vice-Pres.

STATE OF NEW YORK	)
COUNTY OF NEW YORK	)	SS:

On this 5th day of April, 1957, before me personally came CHARLES C. MOSKOWITZ to me known, who being by me duly sworn, did depose and say that he resides at 8245 Beverly Road, Kew Gardens, L.I., N.Y.; that he is the Vice-President of LOEW’S INCORPORATED, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; that he signed his name thereto by like order_.

/s/    THOMAS BRESS        

THOMAS BRESS

NOTARY PUBLIC, STATE OF NEW YORK

NO. 30-0410200

TERM EXPIRES MARCH 30, 1959

STATE OF NEW YORK	)
COUNTY OF NEW YORK	)	SS:

ARCHIE WELTMAN being duly sworn, deposes and says:

That he is the Secretary of PARKCHESTER AMUSEMENT CORPORATION that LOEW’S INCORPORATED which executed the foregoing Certificate of Amendment is the holder of record of all outstanding shares of PARKCHESTER AMUSEMENT CORPORATION entitled to vote with relation to the proceedings provided for in said Certificate.

/s/    ARCHIE WELTMAN        

ARCHIE WELTMAN

Subscribed and sworn to before me this 5th day of April, 1957.

/s/    THOMAS BRESS        

THOMAS BRESS

NOTARY PUBLIC, STATE OF NEW YORK

NO. 30-0410200

TERM EXPIRES MARCH 30, 1959

F020322000332

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

Parkchester Amusement Corporation

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

1. The name of the corporation is: Parkchester Amusement Corporation.

2. The certificate of incorporation of said corporation was filed by the Department of State on June 8, 1939.

3. The certificate of incorporation is amended so that Article Three is amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4. Shareholder approval was not required. In accordance with Section 808 of the New York Business Corporation Law, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40509, confirmed and approved on March 1, 2002.

IN WITNESS WHEREOF, I hereunto sign my name and affirm that statements made herein are true under the penalties of perjury this 21 day of March, 2002.

Dated: March 21, 2002

Parkchester Amusement Corporation
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President, signing pursuant to the Bankruptcy Court order and in accordance with section 808 of the NY Business Corporation Law

1

EX-3.2.109

Exhibit 3.2.109

_040730000542

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

PUTNAM THEATRICAL CORPORATION

Under Section 805 of the Business Corporation Law

FIRST: The name of the corporation is Putnam Theatrical Corporation.

SECOND: The certificate of incorporation of the corporation was filed by the Department of State on February 6, 1917.

THIRD: The amendment of the certificate of incorporation effected by this certificate of amendment is as follows:

To change the purpose of the corporation.

FOURTH: To accomplish the foregoing amendment, Article Second of the certificate of incorporation is hereby stricken out in its entirety, and the following new Article is substituted in lieu thereof:

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of the State of New York, exclusive of any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.

FIFTH: The Board of Directors and the Shareholders of the corporation authorized the amendment under the authority vested in said Board under the provisions of the certificate of incorporation and of Section 708 of the Business Corporation Law of New York.

[The remainder of this page is left intentionally blank.]

1

IN WITNESS WHEREOF, Putnam Theatrical Corporation has caused this Certificate of Amendment of Certificate of Incorporation to be executed by its Senior Vice President, this 27^th day of July, 2004.

/s/    MICHAEL POLITI        

Senior Vice President

Michael Politi

Senior Vice President & Corporate Counsel

2

PUTNAM THEATRICAL CORPORATION

CERTIFICATE OF INCORPORATION

ARTICLE I. The corporate name is PUTNAM THEATRICAL CORPORATION.

ARTICLE II. The purposes for which the cor______ is formed are: To buy, rent, sell, manufacture, ex_____, deal in and deal with moving picture films and also to erect, purchase, sell, lease and operate theatres and to maintain and operate other amusement enterprises of all kinds.

To purchase or otherwise acquire, sell, dispose of and deal in real and personal property of all _________except bills of exchange and gold and silver billion and in particular lands, buildings, business concerns and undertakings, mortgages, shares, stocks, debentures, securities, concessions, produce, policies, books debts and claims and any interest in real or personal property and any claims against such property or against any person or company and to carry on any business, concern or undertaking so acquired; provided such business is not of the nature which can be carried on only by corporations organised under the banking, the education, the insurance, the railroad and the transportation corporation laws.

To enter into, make, per____ and ______________contracts of every kind which a corporation organi_____ the business corporation law may _____ into, and __________ lawful purpose with any firm, person, _______________ ______tion.

To issue beads_________________________

-1-

the company from time to time, for any of the objects or purposes of the company and to secure the same by mortgage, pledge, deed of trust or otherwise.

To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise              of letters patent of the United States or any foreign              try, patents, patent rights, licenses and privileges, inventions, improvements, and processes, trademarks, and trade names relating to or useful in connection with the business of the corporation.

To purchase, hold and re-issue shares of its capital stock in the manner and to the extent permitted by the laws of the State of New York.

To conduct and transact business in any of the States, Territories, colonies or Dependencies of the United States, and/in any and all foreign countries; to have one or more offices therein and therein to hold, purchase, mortgage and convey real and personal property without limit as to amount, but always subject to local laws.

The foregoing clauses shall be construed both as objects and powers; and it is hereby provided that the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the powers of the corporation.

In general, to carry on any other business of the same general nature in connection with the foregoing          whether manufacturing or otherwise, and to have and to exercise all the powers conferred by the laws of the State of New York, upon corporations formed under the                                   referred to.

-2-

ARTICLE III. The number of shares of capital stock that may be issued by said corporation is 2500 (all common) which shall have no nominal or par value. The amount of capital with which the corporation will carry on business is Twelve thousand, five hundred ($12,500) Dollars.

ARTICLE IV. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors are expressly authorised:

To make, alter, amend and rescind the by-laws of the company and to fix the times for the declaration and payment of dividends, and subject to the provisions of the statute, to authorise and cause to be executed mortgages and liens upon the real and personal property of the company.

The company may use and apply its surplus earnings or accumulated profits to the purchase or acquisition of property and to the purchase or acquisition of its own capital stock from time to time and to such extent and in such manner and upon such terms, as its Board of Directors shall determine; and neither the property nor the capital stock so purchased and acquired shall be regarded as profits for the purpose of declaration or payment of dividends, unless otherwise determined by the Board of Directors or a majority thereof.

The company reserves the right to amend, alter, change or repeal any provision in this certificate contained, in the manner now or hereafter prescribed by statute for the amendment of the certificate of incorporation.

ARTICLE V. The principal office of the company is to be located in the Borough of Manhattan, County of New York, State of New York.

-3-

ARTICLE VI. The duration of the corporation is to be perpetual.

ARTICLE VII. The corporation may issue and may sell its authorised shares from time to time for such consideration as may from time to time be fixed by the Board of Directors.

ARTICLE VIII. The number of its directors is to be three (3). The directors need not be stockholders unless the by-laws of the corporation shall so require. The directors for the first year are as follows:

NAME	POST-OFFICE ADDRESSES:
CHARLES C. MOSKOWITZ	1493 Broadway, Borough of Manhattan, New York City.
HENRY J. HOEBEL	1493 Broadway, Borough of Manhattan, New York City.
LEOPOLD FRIEDMAN	1493 Broadway, Borough of Manhattan, New York City.

Pursuant to the Business Corporation Law of the State of New York, the undersigned persons of full age, all of whom are residents and citizens of the United States, and at least one of whom is a resident of the State of New York, for the purpose of forming a corporation provided for by said act, have made, signed and acknowledged this certificate of incorporation and severally agree to take the number of shares set opposite their names.

Dated, New York, February 2nd, 1917.

NAMES	POST-OFFICE ADDRESSES:	NO. OF SHARES
/s/    CHARLES C. MOSKOWITZ	1493 Broadway, Borough of Manhattan, New York City.	2
/s/    HENRY J. HOEBEL	1493 Broadway, Borough of Manhattan, New York City.	2
/s/    LEOPOLD FRIEDMAN	1493 Broadway, Borough of Manhattan, New York City.	1

STATE OF NEW YORK	:
CITY & COUNTY OF NEW YORK	:	SS:

On this 2nd day of February, 1917, before me personally appeared CHARLES C. MOSKOWITZ, _____ J. HOEBEL AND LEOPOLD FRIEDMAN, to me known and known to me to be the individuals described in and who executed the foregoing instrument, and they duly acknowledged to me that they executed the same in duplicate.

/s/    JEROME EACHENBRUCH        

Commissioners of Deeds, City of New York

Residing in the Bronx.

Commission Expires June 29, 1917.

My County Clerk’s Number 1150

My County Register’s number 17072

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION OF

PUTNAM THEATRICAL CORPORATION

PURSUANT TO SECTION 36 OF THE STOCK, CORPORATION LAW

WE, the undersigned, being the holders of record of all the outstanding shares of Putnam Theatrical Corporation entitled to vote on a change in the number of directors, do hereby certify as follows:

1. The name of the corporation is PUTNAM THEATRICAL CORPORATION.

2. The Certificate of Incorporation was filed in the office of the Secretary of State on the 6th day of February, 1917.

3. The Certificate of Incorporation of this corporation is hereby amended, as authorized in subdivision 2 of Section 35 of the Stock Corporation Law to change the number of directors to not less than four nor more than eight.

4. To accomplish such change in the number of directors, the first sentence of Article VIII of the Certificate of Incorporation of this corporation is hereby amended to read as follows:

“The number of directors of the corporation shall not be less than four nor more than eight.”

IN WITNESS WHEREOF we have made and subscribed this Certificate 30th day of June 1954.

LOEW’S & INCORPORATED
BY	/s/    Illegible
	Vice President

[SEAL]

STATE OF NEW YORK	)
	)	SS.:
COUNTY OF NEW YORK	)

On this 30^th day of June 1954, before me personally came JOSEPH R. VOGEL, to me known, who, being by me duly sworn, did depose and say that he resides at No. 888 Park Avenue, New York City; that he is the Vice President of Loew’s Incorporated’; the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he signed his name thereto by order.

/s/    MORRIS SHER         

MORRIS SHER

Notary Public, State of New York

No. 86-8964200, Qualified in Kings Co.

Cert. Filed in New York County

Commission Expires March 30, 19__

STATE OF NEW YORK	)
	)	SS.:
COUNTY OF NEW YORK	)

LEOPOLD FRIEDMAN being duly sworn deposes and says:

That he is the Secretary of Putnam Theatrical Corporation; that the persons who executed the foregoing Certificate of Increase of the number of directors of Putnam Theatrical Corporation constitute the holders of record of all outstanding shares of said corporation entitled to vote with relation to the proceedings provided for in the Certificate.

Subscribed and sworn to before me this 30^th day of June 1954.

/s/    MORRIS SHER        

MORRIS SHER

Notary Public, State of New York

No. 86-8964200, Qualified in Kings Co.

Cert. Filed in New York County

Commission Expires March 30, 19__

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION OF

PUTNAM THEATRICAL CORPORATION

PURSUANT TO SECTION 36 OF THE STOCK CORPORATION LAW

THE UNDERSIGNED, holder of record of all the outstanding shares of PUTNAM THEATRICAL CORPORATION entitled to vote with relation to the proceedings provided for in this Certificate, does hereby certify as follows:

1. The name of the corporation is PUTNAM THEATRICAL CORPORATION

2. The Certificate of Incorporation of said corporation was filed in the office of the Secretary of State on the 6th day of February, 1917.

3. The Certificate of Incorporation is hereby amended to effect a change authorized in subdivision 2 of Section 35 of the Stock Corporation Law, to wit: to provide that the number of directors shall be not less than three nor more than ten.

4. To accomplish the amendment, the provision of the Certificate of Incorporation, as amended by a Certificate of Amendment filed on the 24th day of August, 1954, fixing the number of directors, is hereby further amended to read as follows:

“The number of directors of the corporation shall be not less than three nor more than ten.”

IN WITNESS WHEREOF, the undersigned has subscribed and acknowledged this Certificate this 5th day of April, 1957.

LOEW’S INCORPORATED
By:	/s/    CHARLES C. MOSKOWITZ
	Charles C. Moskowitz, Vice-Pres.

[SEAL]

STATE OF NEW YORK	)
COUNTY OF NEW YORK	)	SS:

On this 5th day of April, 1957, before me personally came CHARLES C. MOSKOWITZ to me known, who being by me duly sworn, did depose and say that he resides at 8245 Beverly Road, Kew Gardens, L.I.,N.Y.; that he is the Vice-President of LOEW’S INCORPORATED, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; that he signed his name thereto by like order.

/s/    THOMAS BRESS        

THOMAS BRESS

NOTARY PUBLIC, STATE OF NEW YORK

NO. 30-0410200

TERM EXPIRES MARCH 30, 1959

STATE OF NEW YORK	)
COUNTY OF NEW YORK	)	SS:

ARCHIE WELTMAN, being duly sworn, deposes and says:

That he is the Secretary of PUTNAM THEATRICAL CORPORATION; that LOEW’S INCORPORATED which executed the foregoing Certificate of Amendment is the holder of record of all outstanding shares of PUTNAM THEATRICAL CORPORATION entitled to vote with relation to the proceedings provided for in said Certificate.

/s/    ARCHIE WELTMAN        

ARCHIE WELTMAN

Subscribed and sworn to before me this 5th day of April, 1957.

/s/    THOMAS BRESS        

THOMAS BRESS

NOTARY PUBLIC, STATE OF NEW YORK

NO. 30-0410200

TERM EXPIRES MARCH 30, 1959

F020322000337

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

Putnam Theatrical Corporation

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

1. The name of the corporation is: Putnam Theatrical Corporation.

2. The certificate of incorporation of said corporation was filed by the Department of State on February 6, 1917.

3. The certificate of incorporation is amended so that Article Three is amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4. Shareholder approval was not required. In accordance with Section 808 of the New York Business Corporation Law, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40370, confirmed and approved on March 1, 2002.

IN WITNESS WHEREOF, I hereunto sign my name and affirm that statements made herein are true under the penalties of perjury this 21 day of March, 2002.

Dated: March 21, 2002

Putnam Theatrical Corporation
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President, signing pursuant to the Bankruptcy Court order and in accordance with section 808 of the NY Business Corporation Law.

1

EX-3.2.110

Exhibit 3.2.110

_040730000304

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

TALENT BOOKING AGENCY, INC.

Under Section 805 of the Business Corporation Law

FIRST: The name of the corporation is Talent Booking Agency, Inc.

SECOND: The certificate of incorporation of the corporation was filed by the Department of State on November 4, 1963.

THIRD: The amendment of the certificate of incorporation effected by this certificate of amendment is as follows:

To change the purpose of the corporation.

FOURTH: To accomplish the foregoing amendment, Article Second of the certificate of incorporation is hereby stricken out in its entirety, and the following new Article is substituted in lieu thereof:

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of the State of New York, exclusive of any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.

FIFTH: The Board of Directors and the Shareholders of the corporation authorized the amendment under the authority vested in said Board under the provisions of the certificate of incorporation and of Section 708 of the Business Corporation Law of New York.

[The remainder of this page is left intentionally blank.]

1

IN WITNESS WHEREOF, Talent Booking Agency, Inc. has caused this Certificate of Amendment of Certificate of Incorporation to be executed by its Senior Vice President, this 27^th day of July, 2004.

/s/    MICHAEL POLITI        

Senior Vice President

Michael Politi

Senior Vice President & Corporate Counsel

2

CERTIFICATE OF INCORPORATION

OF

TALENT BOOKING AGENCY, INC.

UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW

*  *  *  *  *  *  *  *

WE, THE UNDERSIGNED, all of the age of twenty-one years or over, for the purpose of forming a corporation pursuant to Section 402 of the Business Corporation Law of New York, do hereby certify:

FIRST: The name of the corporation is TALENT BOOKING AGENCY, INC.

SECOND: The purposes for which it is formed are:

1. To conduct and engage in the business of a general employment agency.

2. To provide for the production, presentation, exhibition and performance of theatrical, musical, and operatic productions, stage plays, ballets, pageants, spectacular effects, tableaux and exhibitions.

3. To own, operate, manage, control, buy, sell, grant, lease, book and deal in theatres and other places of public amusement and assembly and to carry on the business of theatre proprietors, managers and directors.

4. To make, manufacture, record, produce, distribute, sell, lease, license, import and export and generally deal in records, discs, transcriptions, tape, film and prints, wire and the product of all other methods and means, known or hereafter known serving to produce and re-produce in any and every present and future manner, medium and form, musical, literary, dramatic and non-dramatic, and all other manner of works, material, compositions, presentations and productions.

5. To manufacture, produce, distribute, exhibit, and trade in motion pictures of every kind, and in all gauges of film, and to own, buy, sell, rent, lease, sublease, exploit, import, export, license, distribute and exhibit the same.

6. To acquire, own, use, exploit, produce, present, buy, sell, lease, assign, transfer, and deal in motion picture scenarios, radio and television programs, stage plays, operas, dramas, ballets, musical comedies, books, and any other literary dramatic and musical material, both copyrighted and uncopyrighted, and to copyright the same.

7. To carry on the business of a motion picture laboratory; to own, operate, manage and deal in motion picture studios and television sound recording studios, plant and factories of all kinds.

-2-

8. To purchase and otherwise acquire, own, build, lease (either as lessor or lessee) erect, construct, alter, repair, improve, furnish, equip, hold, occupy, maintain, manage, operate, sell, or dispose of hotels, motels, inns, taverns, lodging houses, hostelries, boarding houses, apartment houses, restaurants, cafes, bars, cafeterias, garages, and the furniture, furnishings, fixtures and equipment thereof; to engage in and carry on the business of hotel keepers, motel keepers, innkeepers, apartment housekeepers, hostelers, restaurantears, cafe keepers, cafeteria keepers, garagemen, and also the business of tobacconists, confectioners, dealers in provisions, barbers, hairdressers, manicurists_: druggists, florists, stationers, news agents and news, magazine and book dealers; the buying and selling of wines, liquors and all other beverages of alcoholic and non-alcoholic content; to provide and conduct accommodations, eating places, newspaper rooms, reading and writing rooms, rest rooms, dressing rooms, baths, swimming pools, telephones and other conveniences for the use of the public, and to do every act and thing necessary, convenient or desirable for the furnishing of guests, lodgers, travelers, and all others who may be received by the corporation, with food, drink, lodging, entertainment and such other services as are commonly rendered as a part of or in connection with,

-3-

or as incidental to, any of the businesses hereinbefore mentioned; and to give or grant to others the right, privilege or license to engage in any kind of business on premises owned, leased or managed by it.

9. To carry on the business of radio or television broadcasting and to own, operate, manage and maintain studios, stations and all equipment in connection therewith.

10. To apply for, obtain, register, purchase, lease, or otherwise acquire, and to hold, own, use, operate, introduce, and to sell, assign or otherwise dispose of or license, trade-marks, trade names, copyrights, patents, inventions, improvements, formulas and processes used in connection with or secured under letters patent of the United States of America, or any other state or country.

11. To carry out all or any part of the purposes and objects of the Corporation as principal, factor, agent contractor or otherwise, either alone or in conjunction with any person, firm, trust, association or corporation, and in any part of the world.

THIRD: The office of the Corporation is to be located in the City of New York, County of New York, State of New York.

FOURTH: The aggregate number of shares which the corporation shall have authority to issue is Two Hundred (200) of the par value of One Hundred ($100) Dollars each.

-4-

FIFTH: The Secretary of State is designated as the agent of the Corporation upon whom process against the Corporation may be served. The post office address to which the Secretary of State shall mail a copy of any process against the Corporation served upon him is c/o Archie Weltman, 1540 Broadway, New York, N.Y.

SIXTH: No shareholder shall be entitled as a matter of right to subscribe for or receive additional shares of any class of stock of the Corporation, whether now or hereafter authorized, or any bonds, debentures or other securities convertible into stock, but such additional shares of stock or other securities convertible into stock may be issued or disposed of by the board of directors to such persons and on such terms as in its discretion it shall deem advisable.

IN WITNESS WHEREOF, we have made, signed and acknowledged this certificate this 30th day of October, A.D. 1963.

/s/    GERTRUDE SIEGEL        

Gertrude Siegel

2015 Creston Avenue

Bronx 53, New York

/s/    ANN AZULAY        

Ann Azulay

975 Walton Avenue

Bronx 52, New York

-5-

STATE OF NEW YORK	)
	)	ss.:
COUNTY OF NEW YORK	)

On this 30th day of October, 1963, before me personally came GERTRUDE SIEGEL and ANN AZULAY, to me known, and known to me to be the persons described in and who executed the foregoing certificate, and they severally duly acknowledged to me that they had executed the same.

/s/    SEYMOUR H. SMITH        

Notary Public

SEYMOUR H. SMITH

Notary Public, State of N. Y.

No. 41-___3850 Queens County

____ Expires March 30, 19__

-6-

EX-3.2.111

Exhibit 3.2.111

_040730000538

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

THIRTY-FOURTH STREET CINEMAS, INC.

Under Section 805 of the Business Corporation Law

FIRST: The name of the corporation is Thirty-fourth Street Cinemas, Inc.

SECOND: The certificate of incorporation of the corporation was filed by the Department of State on July 8,1980.

THIRD: The amendment of the certificate of incorporation effected by this certificate of amendment is as follows:

To change the purpose of the corporation.

FOURTH: To accomplish the foregoing amendment, Article Second of the certificate of incorporation is hereby stricken out in its entirety, and the following new Article is substituted in lieu thereof:

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of the State of New York, exclusive of any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.

FIFTH: The Board of Directors and the Shareholders of the corporation authorized the amendment under the authority vested in said Board under the provisions of the certificate of incorporation and of Section 708 of the Business Corporation Law of New York.

[The remainder of this page is left intentionally blank.]

1

IN WITNESS WHEREOF, Thirty-Fourth Street Cinemas, Inc. has caused this Certificate of Amendment of Certificate of Incorporation to be executed by its Senior Vice President, this 27^th day of July, 2004.

/s/    MICHAEL POLITI        

Senior Vice President

Michael Politi

Senior Vice President & Corporate Counsel

2

F020322000350

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

Thirty-Fourth Street Cinemas. Inc.

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

1. The name of the corporation is: Thirty-Fourth Street Cinemas, Inc.

2. The certificate of incorporation of said corporation was filed by the Department of State on July 8, 1980, under the name Loews Westgage Cinemas, Inc.

3. The certificate of incorporation is amended so that Article Four is amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

4. Shareholder approval was not required. In accordance with Section 808 of the New York Business Corporation Law, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40527, confirmed and approved on March 1, 2002.

IN WITNESS WHEREOF, I hereunto sign my name and affirm that statements made herein are true under the penalties of perjury this 21 day of March, 2002.

Dated: March 21, 2002.

Thirty-Fourth Street Cinemas, Inc.
By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President, signing pursuant to the Bankruptcy Court order and in accordance with section 808 of the NY Business Corporation Law.

1

F991008000535

Certificate of Amendment of the Certificate of Incorporation

of

LOEWS WESTGATE CINEMAS, INC.

Under Section 805 of the Business Corporation Law

FIRST: The name of the corporation is LOEWS WESTGATE CINEMAS, INC.

The name under which the corporation was formed is LOEWS WESTGAGE CINEMAS, INC.

SECOND: The certificate of incorporation of the corporation was filed by the Department of State on July 8, 1980.

THIRD: The amendment of the certificate of incorporation effected by this certificate of amendment relates to the corporate name.

FOURTH: To accomplish the foregoing amendment, Article FIRST of the certificate of incorporation, relating to the corporate name, is hereby stricken out in its entirety, and the following new Article is substituted in lieu thereof:

“FIRST: The name of the corporation is THIRTY-FOURTH STREET CINEMAS, INC.”

FIFTH: The manner in which the foregoing amendment of the certificate of incorporation was authorized is as follows:

The Board of Directors of the corporation authorized the amendment under the authority vested in said Board under the provisions of Section 620 of the Business Corporation Law.

Signed on October 6, 1999

/S/    SEYMOUR SMITH        

Seymour Smith, Asst. Senior Vice President

1

CERTIFICATE OF INCORPORATION

OF

LOEWS WESTGATE CINEMAS, INC.

Under Section 402 of the Business Corporation Law

The undersigned, being a natural person of at least 21 years of age and acting as the incorporator of the corporation hereby being formed under the Business Corporation Law, certifies that:

FIRST: The name of the corporation is LOEWS WESTGAGE CINEMAS, INC.

SECOND: The corporation is formed for the following purpose or purposes:

To engage in, conduct and carry on the business of theatrical proprietors, opera house proprietors, music hall proprietors, caterers for public entertainments, concerts and public exhibitions, moving picture and other variety entertainments and to provide, engage, employ and act as managers of actors, dancers, singers, variety performers, athletes and theatrical and music artists and to produce and present to the public all sorts of plays, shows, exhibitions and amusements which are or may be produced at a theatre or music hall.

To take, lease, purchase, or otherwise acquire, and to own, use, hold, sell, convey, exchange, lease, mortgage, clear, improve, develop, divide and otherwise handle, manage, operate, maintain, control, publicize, advertise, promote, and generally deal in and with, whether as principal, sales, business, special, or general agent, broker, factor, buyer, seller, mortgagor, mortgagee, promoter, finder, franchisor, franchisee, licensor, licensee, co-ordinator, consultant, advisor, and in any other lawful capacity, improved and unimproved real and personal property of all kinds, and, without limiting the generality of the foregoing, hotels, motels, inns, resorts, tourist courts, cabins, boarding and lodging houses, apartment houses, tourist and travel agencies, retail shops and departments, restaurants, cafeterias, tea rooms, coffee shops, cafes, bars, cabarets, dining facilities, drive-ins, night clubs, taverns, catering establishments, and related facilities for dispensing and furnishing foods, refreshments, alcoholic and non-alcoholic beverages, and related and unrelated products, concessions of any and all kinds, bathing houses, swimming pools, water craft, marine and fishing facilities, beaches

and pavilions, hunting and bridle areas, trails, and facilities, skiing, tobogganing, sledding, skating, and other winter sport facilities, amusement, entertainment, community, shopping, and recreational centers, facilities, and establishments of any and all kinds, and to conduct a general real estate development, planning, operating, sales, brokerage, agency, management, counsellors, advisory, promotional, and publicity business and a hotel, motel, resort, amusement, and entertainment business in all its branches.

To engage generally in the real estate business as principal, agent, broker, and in any lawful capacity, and generally to take, lease, purchase, or otherwise acquire, and to own, use, hold, sell, convey, exchange, lease, mortgage, work, clear, improve, develop, divide, and otherwise handle, manage, operate, deal in and dispose of real estate, real property, lands, multiple-dwelling structures, houses, buildings and other works and any interest or right therein; to take, lease, purchase or otherwise acquire, and to own, use, hold, sell, convey, exchange, hire, lease, pledge, mortgage, and otherwise handle, and deal in and dispose of, as principal, agent, broker, and in any lawful capacity, such personal property, chattels, chattels real, rights, easements, privileges, __hoses in action, notes, bonds, mortgages, and securities as may lawfully be acquired, held, or disposed of and to acquire, purchase, sell, assign, transfer, dispose of, and generally deal in and with, as principal, agent, broker, and in any lawful capacity, mortgages and other interests in real, personal, and ______ properties, to carry on a general construction, contracting, building, and realty management business as principal, agent, representative, contractor, subcontractor, and in any other lawful capacity.

To carry on a general mercantile, industrial, investing, and trading-business in all its branches; to devise, invent, manufacture, fabricate, assemble, install, service, maintain, alter, buy, sell, import, export, license as licensor or licensee, lease as lessor or lessee, distribute, job, enter into, negotiate, execute, acquire, and assign contracts in respect of, acquire, receive, grant, and assign licensing arrangements, options, franchises, and other rights in respect of, and generally deal in and with, at wholesale and retail, as principal, and as sales, business, special, or general agent, representative, broker, factor, merchant, distributor, jobber, advisor, and in any other lawful capacity, goods, wares, merchandise, commodities, and unimproved, improved, finished, processed, and other real, personal, and mixed property of any and all kinds, together with the components, resultants, and by-products thereof; to acquire by purchase or

otherwise own, hold, lease, mortgage, sell, or otherwise dispose of erect, construct, make, alter, enlarge, improve, and to aid or subscribe toward the construction, acquisition or improvement of any factories, shops, storehouses, buildings, and commercial and retail establishments of every character, including all equipment, fixtures, machinery, implements and supplies necessary, or incidental to or connected with, any of the purposes or business of the corporation; and generally to perform any and all acts connected therewith or arising therefrom or incidental thereto, and all acts proper or necessary for the purpose of the business.

To apply for, register, obtain, purchase, lease, take licenses in respect of or otherwise acquire, and to hold, own, use, operate, develop, enjoy, turn to account, grant licenses and immunities in respect of, manufacture under and to introduce, sell, assign, mortgage, pledge or otherwise dispose of, and, in any manner deal with and contract with reference to:

(a) inventions, devices, formulae, processes and any improvements and modifications thereof;

(b) letters patent, patent rights, patented processes, copyrights, designs, and similar rights, trade-marks, trade symbols and other indications of origin and ownership granted by or recognized under the laws of the United States of America or of any state or subdivision thereof or of any foreign country or subdivision thereof and all rights connected therewith or appertaining thereunto;

(c) franchises, licenses, grants and concessions.

To engage in joint ventures with other persons, firms or corporations for any purposes permitted under the Business Corporation Law or this Certificate of Incorporation.

To have, in furtherance of the corporate purposes, all of the powers, conferred upon corporations organized under the Business Corporation Law subject to any limitation thereof contained in this certificate of incorporation or in the laws of the State of New York.

THIRD: The office of the corporation is to be located in the City of New York, County of New York, State of New York.

FOURTH: The aggregate number of shares which the corporation shall have authority or issue is five hundred, each of which shall have a par value of $1.00, and all of which shall be of the same class.

FIFTH: The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served. The post office address within the State of New York to which the Secretary of State shall mail a copy of any process against the corporation served upon him is: 17th Floor, 666 Fifth Avenue, New York, New York 10103.

SIXTH: The duration of the corporation is to be perpetual.

SEVENTH: No holder of any of the shares of any class of the corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of any class of the corporation or for the purchase of any shares, bonds, securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise acquire shares of any class of the corporation; and any and all of such shares, bonds, securities or obligations of the corporation, whether now or hereafter authorized or created, may be issued, or may be reissued or transferred if the same, have been reacquired and have treasury status, and any and all of such rights and options may be granted by the Board of Directors to such persons, firms, corporations and associations and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same, or any thereof, to any said holder. Without limiting the generality of the foregoing stated denial of any and all preemptive rights, no holder of shares of any class of the corporation shall have any preemptive rights in respect of the matters, proceedings, or transactions specified in subparagraphs (1) to (6). inclusive, of paragraph (e) of Section 622 of the Business Corporation Law.

EIGHTH: Except as may otherwise be specifically provided in this certificate of incorporation, no provision of this certificate of incorporation is intended by the corporation to be construed as limiting, prohibiting, denying or abrogating any of the general of specific powers or rights conferred under the Business Corporation Law upon the corporation, upon its shareholders, bondholders, and security holders, and upon its directors, officers, and other corporate personnel, including, in particular, the power of the corporation to furnish indemnification to directors and officers in the capacities defined and prescribed by the Business Corporation Law and the defined and prescribed rights of said persons to indemnification as the same are conferred by the Business Corporation Law.

Subscribed and affirmed by me as true under the penalties of perjury on June 13, 1980.

/s/    CAROL DOKTORSKI        

Carol Doktorski, Incorporator

666 Fifth Avenue

New York, N.Y. 10103

The following is a true copy of resolution duly adopted by the Board of Directors of Loew’s Theatres, Inc. at a meeting held on July 8, 1975.

“WHEREAS, there has been proposed the formation of a corporation pursuant to the laws of the State of New York under the name of LOEWS WESTGAGE CINEMAS, INC. and the Secretary of State has requested the expression of an opinion of this board concerning the similarity of the proposed name to that of this corporation.

“Now, therefore, be it resolved that in the opinion of this board the above-mentioned proposed name does not so nearly resemble that of this corporation as to tend to confuse or deceive and it consents to the use of such name.”

/s/    Illegible        

Executive Vice-President

/s/    Illegible        

Assistant Secretary

EX-3.2.112

Exhibit 3.2.112

F0333-0731

Department of State

The State Of Ohio

Sherrod Brown

Secretary of State

621168

Certificate

It is hereby certified that the Secretary of State of Ohio has custody of the Records of Incorporation and Miscellaneous Filings; that said records show the filing and recording of: ARE of: LOEWS RICHMOND MALL CINEMAS, INC.

United States of America State of Ohio Office of the Secretary of State	Recorded on Roll F353 at Frame 0732 of the Records of Incorporation and Miscellaneous Filings.
	Witness my hand and the seal of the Secretary of State, at the City of Columbus, Ohio, this 4th day of Oct, A.D. 19    .
[SEAL]	/s/    SHERROD BROWN
	Sherrod Brown Secretary of State

Page 2

F0333-0732

C-101 Prescribed by Secretary of State – Anthony J. Celebresses, Jr.

APPROVED

FOR FILING

By /s/    Illegible        

Date 10-04-83

Amount 75.00

Articles of Incorporation

– OF –

Loews Richmond Mall Cinemas, Inc.

(Name of Corporation)

The undersigned, a majority of whom are citizens of the United States, desiring to form a corporation, for profit, under Sections 1701.01 et seq. of the Revised Code of Ohio, do hereby certify:

FIRST. The name of said corporation shall be Loews Richmond Mall Cinemas, Inc.

SECOND. The place in Ohio where its principal office is to be located is 700 Richmond Mall, Cleveland, Ohio 44143, Cuyahoga County.

(City, Village or Township)

THIRD. The purposes for which it is formed are:

To engage in any lawful act or activity for which corporations may be formed under sections 1701.01 to 1701.98, inclusive, of the Revised Code of the State of Ohio.

Page 3

F0333-0733

FOURTH. The number of shares which the corporation is authorized to have outstanding is Five (500) Hundred shares having a par value of $1.00 each.

FIFTH. The amount of stated capital with which the corporation shall begin business is FIVE HUNDRED Dollars ($500.00).

IN WITNESS WHEREOF, We have hereunto subscribed our names, this 30th day of September, 1983

Loews Richmond Mall Cinemas, Inc.

(Name of Corporation)

/s/    CAROL DOKTORSKI        

Carol Doktorski

/s/    BARBARA R. CORBETT        

Barbara R. Corbett

(INCORPORATORS’ NAMES SHOULD BE TYPED OR PRINTED BENEATH SIGNATURES)

N.B. Articles will be returned unless accompanied by form designating statutory agent. See Section 1701.07, Revised Code of the State of Ohio.

Page 4

F0333-0734

Original Appointment of Statutory Agent

The undersigned, being at least a majority of the incorporators of Loews Richmond Mall Cinemas, Inc.,

                                                                                                                               (Name Of Corporation)

hereby appoint United States Corporation Company to be statutory agent upon whom any process, notice or demand required

                                    (Name of Agent)

or permitted by statute to be served upon the corporation may be served.

The complete address of the agent is: 21 East State Street , Columbus , Franklin County, Ohio 43215.

                                                                     (Street)                     (City or Village)                (Zip Code)

Date: September 30, 1983

/s/    Illegible        

Carol A. __________

/s/    BARBARA R. CORBETT         

Incorporator

Barbara R. Corbett

Incorporator

Incorporator

Instructions

1) Profit and non-profit articles of incorporation must be accompanied by an original appointment of agent R.C. 1701.04(C), 1702.04 (C).

2) The statutory agent for a corporation may be (a) a natural person who is a resident of Ohio, or (b) an Ohio corporation or a foreign corporation licensed in Ohio which has a business address in this state and is explicitly authorized by its articles of incorporation to act as a statutory agent R.C. 1701.07(A), 1702.06(A).

3) The agent’s complete street address must be given; a post office box number is not acceptable R.C.1701.07(C), 1702.06(C).

4) An original appointment of agent form must be signed by at least a majority of the incorporators of the corporation, R.C. 1701.07(B), 1702.06(B).

Form C-AGO April, 19_

Prescribed by Secretary of State Anthony J, Celebrazze, Jr.

Page 5

F0740-1    2

Department of State

The State of Ohio

Sherrod Brown

Secretary of State

621168

Certificate

It is hereby certified that the Secretary of State of Ohio has custody of the Records of Incorporation and Miscellaneous Filings, that said records show the filing and recording of: MER of : LOEWS RICHMOND MALL CINEMAS, INC.

United States of America State of Ohio Office of the Secretary of State	Recorded on Roll F749 at Frame 1003 of the Records of Incorporation and Miscellaneous Filings.
	Witness my hand and the seal of the Secretary of State, at the City of Columbus, Ohio, this 25TH day of SEP, A.D.1985.
[SEAL]

/S/    SHERROD BROWN        

Sherrod Brown

Secretary of State

Page 2

Prescribed by J. Kenneth Blackwell Please obtain fee amount and mailing instructions from the Filing Reference Guide (using the 3 digit form # located at the bottom of this form). To obtain the Filing Reference Guide or for assistance, please call Customer Service: Central Ohio: (614)-466-3910 Toll Free: 1-877-SOS-FILE(1-877-767-3453) Expedite is an additional fee of $100.00 þ Expedite

CERTIFICATE OF AMENDMENT

BY DIRECTORS OF

Loews Richmond Mall Cinemas, Inc.

(Name of Corporation)

621168

(charter number)

Bryan Berndt, who is the Vice President

    (name)                                     (title)

of the above named Ohio corporation for profit, does hereby certify that:

þ a meeting of the shareholders was duly called and held on 3-21-02

                                                                                                          (date)

¨ in a writing signed by all the Directors pursuant to Section 1701-54 of the Ohio Revised Code, the following resolution was adopted pursuant to Section 1701.70(B) (            ) (insert proper paragraph number) of the Ohio Revised Code:

__________________________________________________________________________________________________

__________________________________________________________________________________________________

__________________________________________________________________________________________________

x Please check box if additional provisions are attached.

In accordance with Section 1701.75 of the Ohio Revised Code, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of the Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40532, confirmed and approved on March 1, 2002.

Article 4 of the Certificate of Incorporation is hereby amended by adding the following sentence:

“In accordance with Section1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21^st, 2003.”

Provisions attached hereto are incorporated herein and made a part of these article of incorporation.

IN WITNESS WHEREOF, the above named officer, acting for and on behalf of the corporation, has hereunto subscribed his name on 3-21-02

(his/her)             (date)

Signature:	/S/    BRYAN BERNDT
Title:	Bryan Berndt, Vice President

Page 2

EX-3.2.113

Exhibit 3.2.113

B0999–0890

APPROVED
By	/s/    Illegible
Date	8/2_/74
Amount	3850___
	35667

457364

ARTICLES OF INCORPORATION

OF

MID-STATES THEATRES, INC.

The undersigned, who is a citizen of the United States, desires to form a corporation for profit, under the General Corporation Act of Ohio, and does hereby certify:

ARTICLE I: The name of said corporation shall be MID-STATES THEATRES, INC. The place in Ohio where its principal office shall be located is Cincinnati, Hamilton County, Ohio.

ARTICLE II: The purpose or purposes for which it is formed are:

(a) To acquire, by purchase, exchange or otherwise, all or any part of, or any interest in, the properties, assets, business and good will of any one or more persons, firms, associations or corporations; to pay for the same in cash, property or its own or other securities; to hold, operate, reorganize, liquidate, sell or in any manner dispose of the whole or any part thereof; and in connection therewith, to assume or guarantee performance of any liabilities, obligations or contracts of such persons, firms, associations or corporations, and to conduct the whole or any part of any business thus acquired.

(b) To acquire by purchase, subscription, contract or otherwise, and to hold, sell, exchange, mortgage, pledge or otherwise dispose of, or turn to account or realize upon, and generally to deal in and with, all forms of securities, including, but not by way of limitation, shares, stocks, bonds, debentures, coupons, notes, scrip, mortgages, evidences of indebtedness, commercial paoer, certificates of indebtedness and certificates of interest issued or created by corporations, associations, partnerships, firms, trustees, syndicates, individuals, governments, states, municipalities and other political and governmental divisions and subdivisions, or by any combinations, organizations, or entities whatsoever, or issued or created by others, irrespective of their form or the name by which they may be described, and all trust participation and other certificates of, and receipts evidencing interest in, any such securities.

(c) To erect, purchase, exchange, lease or otherwise acquire, and to equip, maintain and operate, and to

B0999–0891

sell, let, mortgage or otherwise dispose of motion picture theaters, other theaters, play houses, opera houses, concert halls and other places of entertainment and amusement.

(d) To acquire by purchase, lease, exchange or otherwise, to own, hold, use, manage, develop, plat, improve and to sell, lease, mortgage, exchange and otherwise deal in, real estate and any interest or right therein either for its own account or for the account of others; to erect, construct, rebuild, repair, manage and control, lease, buy and sell, any and all kinds of buildings, factories, shops, warehouses, offices, houses, apartment buildings and structures; and to engage generally in the business of operating and leasing real estate of every character and description.

(e) To manufacture, purchase or otherwise acquire, sell, acquire and transfer, exchange or otherwise dispose of, and to invest, trade, deal in or deal with goods, wares and merchandise and personal property of every class and description.

(f) To purchase, acquire, hold, mortgage, pledge, hypothecate, loan money upon, exchange, sell, and otherwise deal in personal property and real property of every kind, character and description, whatsoever and wheresoever situated, and any interest therein.

(g) To apply for, obtain, purchase, take licenses in respect of or otherwise acquire, and to hold, own, use, grant licenses in respect of, manufacture under, sell, assign, mortgage, pledge or otherwise dispose of, any and all inventions, devices, processes and any improvements and modifications thereof; and all letters patent of the United States or of any other country, state, territory or locality, and all rights connected therewith or pertaining thereto; any and all copyrights granted by the United States or any other country, states, territory or locality; and any and all trademarks, trade names, trade symbols and other indications of origin and ownership granted by or recognized under the laws of the United States or of any other country, state, territory or locality.

(h) To exhibit motion picture films.

(i) To carry on any other lawful business and to do anything and everything necessary, suitable, convenient and proper for the acomplishment of any of the purposes or

-2-

B0999–0892

the attainment of any one or all of the objects herein enumerated or incident to the powers herein named and to have all the rights, powers and privileges now or hereafter conferred by the laws of the State of Ohio upon private corporations organized under the General Corporation Code.

The corporation shall have full power to do any and all things related or unrelated to the purposes hereinabove set forth.

Each purpose specified in any clause or paragraph contained in this Article II shall be deemed to be independent of all other purposes herein specified and shall not be limited or restricted by reference to or inference from the terms of any other clause or paragraph of these Articles of Incorporation.

ARTICLE III: The duration of the corporation shall be perpetual.

ARTICLE IV: Address of corporation’s registered office in Ohio shall be 602 Walnut Street, Cincinnati, Ohio 45202.

ARTICLE V: The maximum number of shares the corporation shall be authorized to issue is Five Hundred Thousand (500,000) Shares of common stock without par value, all of which shall have voting power. No holder of shares of the corporation shall have any pre-emptive right to subscribe for or to purchase any shares of the corporation of any class whether such shares of such class be now or hereafter authorized. Further, shareholders shall have no pre-emptive right to acquire unissued or treasury shares or securities convertible into such shares or carrying a right to subscribe to or acquire such shares.

ARTICLE VI: The amount of capital with which the corporation shall begin business is Five Hundred Dollars ($500.00).

ARTICLE VII: The Board of Directors to be elected at the first meeting of the shareholders will be three (3).

ARTICLE VIII: The corporation may purchase shares issued by it to the extent of the surplus available for cash dividends when authorized by the Board of Directors, provided,

-3-

B0999–0893

however, that the corporation, shall not purchase its own shares when there is reasonable ground for believing that the corporation is unable, or by such purchase, may be rendered unable to satisfy its obligations and liabilities.

ARTICLE IX: Wherever permitted by the General Corporation Law of Ohio, any action taken at a meeting of the Corporation’s Shareholders and/or Board of Directors shall require only a simple majority vote.

IN TESTIMONY WHEREOF, the incorporator has hereunto set his hand this 26th day of August, 1974.

/s/    TERRENCE A. MIRE        

Terrence A. Mire

STATE OF OHIO, COUNTY OF HAMILTON, SS:

Personally appeared before me, Terrence A. Mire, who executed, as incorporator, the foregoing Articles of Incorporation, who acknowledged that he did sign the foregoing Articles of Incorporation and that said instrument is his free act and deed.

WITNESS my hand and official seal on the day and year last aforesaid.

EDWARD A. HOGAN, Attorney at Law NOTARY PUBLIC STATE OF OHIO My Commission has no expiration date Section 147.08 R.C.	/s/    EDWARD A. HOGAN
	Notary Public

Prepared by:

Terrence A. Mire

Cohen, Todd, Kite & Spiegel

301 Atlas Bank Building

Cincinnati, Ohio 45202

E0958–1514

APPROVED
By	/s/    SP
Date	9-16-81
Amount	35.00

CERTIFICATE OF AMENDMENT

ARTICLES OF INCORPORATION

MID-STATES THEATRES, INC.

Roy B. White, President, and Maurice O. White, Assistant Secretary, of Mid-States Theatres, Inc., an Ohio Corporation, with its principal office located at Cincinnati, Hamilton County, Ohio, do hereby certify that a meeting of the holders of the shares of said corporation, entitling them to vote on the proposal to amend the Articles of Incorporation thereof, as contained in the following resolution, was duly called and held on the 2nd day of June, 1981, at which meeting a quorum of such shareholders was present in person or by proxy, and that by the affirmative vote of the holders of the shares entitling them to exercise a majority of a voting power of the corporation of such proposal, the following resolution was amended to the Articles:

“RESOLVED: That the Articles of Incorporation of Mid-States Theatres, Inc., be amended to add a new Article X to read as follows: “Article X. Percentage of shares of Mid-States Theatres, Inc., required to call a meeting of the shareholders shall be fifty (50%) percent of all shares outstanding and entitled to vote at such meeting.”

In witness whereof, said Roy B. White, President, and Maurice O. White, Assistant Secretary of Mid-States Theatres, Inc., acting for and on behalf of said corporation, have hereunto subscribed their names and caused the seal of said corporation to be hereunto affixed this 2^nd, day of June, 1981

SEAL:	By	/s/    ROY B. WHITE
		Roy B. White
		President
	By	/s/    MAURICE O. WHITE
		Maurice O. White
		Assistant Secretary

Page 3

F0290–0181

APPROVED
By	/s/    LD
Date	7-14-83
Amount	$35.00
	KE-4 JUL 25
	KV-1 JUL 25

CERTIFICATE OF AMENDMENT

ARTICLES OF INCORPORATION

MID-STATES THEATRES, INC.

Roy B. White, President, and Maurice O. White, Assistant Secretary, of Mid-States Theatres, Inc., an Ohio corporation, with its principal office located at Cincinnati, Hamilton County, Ohio, do hereby certify that a meeting of the holders of the shares of said corporation, entitling them to vote on a proposal to amend the Articles of Incorporation thereof, as contained in the following resolution, was duly called and held on the 7th day of June, 1983, at which meeting a quorum of such shareholders was present in person or by proxy, and that by the affirmative vote of the holders of the shares entitling them to exercise the majority of the voting power of, the Corporation of such proposal, the following resolution was amended to the Articles:

RESOLVED that Article II, subparagraph (f) of the Articles of Incorporation of Mid-States Theatres, Inc. be amended to read as follows:

“(f) To purchase, acquire, hold, mortgage, pledge, hypothecate, loan money, loan money upon, exchange, sell and otherwise deal in personal property, tangible and intangible, and real property of every kind, character and description, whatsoever and wheresovever situated, and any interest therein.”

IN WITNESS WHEREOF, said Roy B. White, President, and Maurice O. White, Assistant Secretary of Mid-States Theatres, Inc., acting for and on behalf of said corporation, have hereunto subscribed their names and caused the seal of said Corporation to be hereunto affixed this 28 day of June, 1983.

/s/    ROY B. WHITE        

Roy B. White, President

/s/    MAURICE O. WHITE        

Maurice O. White, Assistant Secretary

Page 3

Prescribed by J. Kenneth Blackwell
Please obtain fee amount and mailing instructions from the Filing Reference Guide (using the 3 digit form # located at the bottom of this form). To obtain the Filing Reference Guide or for assistance, please call Customer Service:	Expedite is an additional fee of $ 100.00 þ Expedite
Central Ohio: (614)-466-3910 Toll Free:. 1-877-SOS-FILE (1-877-767-3453)

CERTIFICATE OF AMENDMENT

BY DIRECTORS OF

Mid-States Theatres, Inc.

(Name of Corporation)

4573104

(charter number)

Bryan Berndt, who is the Vice-President
(name)	(title)

of the above named Ohio corporation for profit, does hereby certify that:

þ	a meeting of the shareholders was duly called and held on 3-21-02
	(date)
¨	in a writing signed by all the Directors pursuant to Section 1701.54 of the Ohio Revised Code, the following resolution was adopted pursuant to Section 1701.70(B) (                    ) (insert proper paragraph number). of the Ohio Revised Code:
x	Please check box if additional provisions are attached.
	In accordance with Section 1701.75 of the Ohio Revised Code, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of the Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40468, confirmed and approved on March 1, 2002.

Article.5 of the Certificate of Incorporation is hereby amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21^st, 2003.”

Provisions attached hereto are incorporated herein and made a part of these article of incorporation.

IN WITNESS WHEREOF, the above named officer, acting for and on behalf of the corporation, has hereunto subscribed
his	name on 3-21-02
(his/her)	(date)

Signature:	/s/    BRYAN BERNDT
Title:	Bryan Berndt, Vice-President

Page 2

EX-3.2.114

Exhibit 3.2.114

	PLEASE INDICATE (CHECK ONE) TYPE CORPORATION:
ARTICLES OF INCORPORATION (PREPARE IN TRIPLICATE)	þ DOMESTIC BUSINESS CORPORATION
	¨ DOMESTIC BUSINESS CORPORATION      A CLOSE CORPORATION – COMPLETE BACK	FEE $75.00
COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF STATE - CORPORATION BUREAU 30_ NORTH OFFICE BUILDING HARRISBURG PA ___	¨ DOMESTIC PROFESSIONAL CORPORATION      ENTER BOARD LICENSE NO.

010  NAME OF ________ __________________________________INDICATOR UNLESS EXEMPT UNDER ________

    Loews Montgomery Cinemas, Inc.

011  ADDRESS OF REGISTERED OFFICE IN PENNSYLVANIA (P.O. BOX NUMBER NOT ACCEPTABLE)

        100 Pino Street, c/o The Prentice-Hall Corporation System, Inc.

012  CITY _________________	__     COUNTY Douphin (22)	013  STATE Pennsylvania	___  ZIP CODE 171__
050  ________________________________________ OF THE CORPORATION

See rider attached

The purpose or purposes for which the corporation is incorporated under the Business Corporation Law of the Commonwealth of Pennsylvania are to engage in, and to do any lawful act concerning any or all lawful business for which corporations may be incorporated under said Business Corporation Law.

The Appropriate Number of Shares._________ Shares and Par Value of Shares Which the Corporation _________ have Authority to Issue:
___ Number and Class of Shares             500	____________________              $1.00	042 Total Authorized Capital            500	031 Terms of ___________ perpetual
The Name and Address of Each __________, and the Number and Class of Shares Subscribed to by each incorporator

___ Name	_________ _____ _____ Address                             (Street, City, State, Zip Code)	Number_______ Shares
Barbara R. Corbett	400 Plaza Drive, Secaucus, N.Y. 07094	all
	(ATTACH 8 1/2 _ 11 SHEET IF NECESSARY)

IN TESTIMONY WHEREOF, THE ___________ IS, HAS (HAVE) SIGNED AND SEALED THE ARTICLES OF INCORPORATIONS THIS 5th DAY OF July 1988

/s/     BARBARA R. CORBETT        

–FOR OFFICE USE ONLY–

___ FILED JUL 25 1988	____ CODE	___ ___ BOX	SEQUENTIAL NO.		___ NUMBER 8855 670
	REVIEWED BY	_____ SIC_	AMOUNT __	00_ CORPORATION NUMBER 1047160
	DATE APPROVED	CERTIFY TO ¨ REV	INPUT BY /s/ Illegible	LOG IN	LOG IN ________
/s/ Illegible
__________ of the Commonwealth ____________of State Commonwealth of ___________	DATE REJECTED	¨ LGI	VERIFIED BY /s/ Illegible	LOG OUT	LOG OUT ___
	MAILED BY           DATE	¨ OTHER

To own, acquire, purchase, erect, equip, lease, operate, manage and conduct motion picture theatres, drive-in theatres, opera houses, public halls and theatres and places of amusement of every kind and description; to produce, manufacture, purchase, sell, lease, hire, exhibit and exploit performances and attractions of various kinds and natures, including moving pictures, vaudeville, dramatic, operatic, musical and dance performances, and intellectual and instructive entertainment; to manufacture, produce, purchase, own, sell, lease, hire, license, distribute, and otherwise dispose and to deal in and with moving picture machines, cameras, machinery, devices, appliances, and articles of all kinds used in photographic and motion picture arts, and plates, slides and films therefor, and materials, supplies, appliances, apparatus, machinery and other articles necessary and convenient for use in connection therewith; to acquire, own and dispose of costumes, scenery, properties, libraries, and other material and property for use in connection with the giving of operatic, dramatic, and motion picture entertainments, and performances of all kinds, to employ and act as agent and manger for singers, musicians, actors, performers of all kinds; to acquire, own and dispose of (including licensing thereof), plays, scenarios, photo-plays, news, songs, magazines, motion pictures, and pictures of all kinds, dramatic and musical and motion picture productions of every kind; to acquire, own, maintain, operate, dispose of and deal with and in studios and other plants and equipment for or in connection with the production of motion pictures and productions of all kinds; to deal in amusement enterprises of every kind and description and generally to carry on the business of motion pictures and theatrical proprietors, managers, producers and caterers for and to public entertainment and amusements, as well as to do all things necessary and incident thereto.

To manufacture, buy, sell and generally deal in popcorn, candy, beverages, sandwiches, and food of all kinds and description, and goods, wares, merchandise, electronic amusement devices, pinball machines and personal property of every kind.

To purchase, lease or otherwise acquire, hold, improve, sell, lease, mortgage and generally deal in lands, buildings and interests herein.

To own, erect, buy, lease, acquire, hold, use or dispose of any and all stores, factories, machinery equipment and supplies of every nature and description necessary, useful or convenient in the manufacturing, producing, processing or marketing of the aforesaid articles and other items or materials produced or dealt in by the corporation.

To buy, or otherwise acquire, hold, lease, sell, exchange, mortgage, pledge or otherwise dispose of any real estate or real property or personal property, rights, franchises or goodwill necessary to the foregoing; in general to carry on any related of incidental business in connection with the foregoing in all of the State, territories and dependencies of the United States and in foreign countries subject to the provisions of Part 4 of the T.M.C.L.A.

To indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and necessarily incurred by him in connection with the defense or any action, suit or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, but such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any by-law, agreement, vote of shareholders, or otherwise.

		BUREAU USE ONLY ____________
Filing Fee: None	CORPORATE REGISTRY INFORMATION FOR DEPARTMENTS OF STATE AND REVENUE (FILE IN TRIPLICATE)	__________________ Number Bo_ Number Filing Period                ___ Date 3    4    5 Standard _________     ___________ Code
COMMONWEALTH OF ______________
DEPARTMENT OF STATE
CORPORATION __________
30_ NORTH OFFICE BUILDING
_____________ PA ____0
¨ BUSINESS CORPORATION	¨ NON-PROFIT CORPORATION	¨ MOTOR VEHICLE FOR HIRE

1.	Name of Corporation/Business	2    ___________
	Loews Montgomery Cinemas, Inc.	application pending
3.	____________________________________________, City, County, State, Zip Code
	_/_ The Pre_tice ____ Corporation System, Inc., 100 Pine Street,
	(________________________ Number and Box)

___________	_____in	Pennsylvania	_________
(City or Town)	(County)	(State)	(Zip Code)

4.	_____________________(____ where correspondence, tax report forms, etc. are to be sent)
	400 Plaza Drive
	Street and number ____________

__________	Hudson	New Jersey	07094
(City or Town)	(County)	(State)	__________

5A	_____ corporations: Location of proposed registered office (Street and Number, Post Office, State)	5B ________
6.	Princip__ Officers (President, Vice President, Secretary, Treasurer)

	A. Name	Title	______ Security Number
	See rider attached
	Home Address
	B. Name	Title	Social Security Number
	Bernard Myerson	President
	Home Address
	PO Box 79 Berkery Place Alpine, NJ 076_0
	C. Name	Title	Social Security Number
	Home Address
	D. Name	Title	Social Security Number
	Home Address
7.	Date and State of Incorporation ___ Organisation
	Date:                                                             State         Pennsylvania
8.	Applicant ________________:
	x    Corporation    ¨    An Individual    ¨    Co-Partnership    ¨    Joint Stock __________     ¨    _______ of __________     ¨    Other
9.	Provide the Act of ______________ or authority under which you are organised or incorporated (_________________________) Act of May 5, 1933, P.L. 364, as amended

10A	Is the corporation authorized to issue capital stock?    No    Yes	10B	Amount of _______ paid ________
	If yes, _____ authorized? 500 shares		Amount:                                     Date:
11.	Is the Corporation _____ of a system operating in Pennsylvania?    ¨ No    ¨ Yes
	If yes, provide parent’s box number, name and subsidiary corporation. (Attach a separate sheet _____ subsidiary _____).
	Box Number                             Name
12.	Corporation’s fiscal year ___:	13.	Standard Industrial Classification Code
	February		7830
	_____________to be _________ in within one year ____________________ (attach separate sheet if necessary)
14.	_____________________________________
	Exhibition of motion pictures
1_.	________________________________________________

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU

Articles of Amendment-Domestic Corporation

(15 Pa.C.S.)

Entry Number

1047160

x Business Corporation (§ 1915)

¨ Nonprofit Corporation (§ 5915)

Name Corporation Service Company			Document will be returned to the name and address you enter to the left.
Address 2704 Commerce Drive, Suite B			<=
City	State	Zip Code
Harrisburg.	PA	17110

Fee $52	Filed in the Department of State on MAR 22 2002
	/s/    Illegible
	Secretary of the Commonwealth
	ACTING

In compliance with the requirements of the applicable provisions (relating to articles of amendment), the undersigned, desiring to amend its articles, hereby states that:

1. The name of the corporation is:

Loews Montgomery Cinemas, Inc.

2. The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):

(a) Number and Street 300 West __________ Dr.	City West Homestead.	State PA	Zip 15120	County
(b) Number and Street	City	State	Zip	County
c/o

3. The statute by or under which it was incorporated: 15 Pa. C.S. §1306

4. The date of its incorporation: July 25, 1988

5. Check and if appropriate complete, one of the following:

x The amendment shall be effective upon filing these Articles of Amendment in the Department of State

¨ The amendment shall be effective on                     at                     

                                                                             Date             Hour

6. Check one of the following:

¨ The amendment was adopted by the shareholders or members pursuant to 15 Pa.C.S.§ 1914(a) and (b) or § 5914(a).

¨ The amendment was adopted by the board of directors pursuant to 15 Pa.C.S.§ 1914(c) or § 5914(b).

x In accordance with Section 15 Pa.C.S.§ 1903. this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of the Corporation in the matter of In re Loews Cineplex Entertainment Corporation, et. al, case number 01- 40566, confirmed and approved on March 1, 2002.

7. Check and if appropriate, complete one of the following:

x The amendment adopted by the corporation _ set forth in full, is as follows:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

¨ The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof.

8. Check if the amendment restates the Articles:

¨ The restated Articles of Incorporation supersede the original articles and all amendments thereto

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendments to be signed by a duly authorized officer thereof this 21 day of March, 2002.

Loews Montgomery Cinemas, Inc.

Name of Corporation

/s/    BRYAN BERNDT        

Signature

Bryan Berndt, Vice President

Title

EX-3.2.115

Exhibit 3.2.115

_______________________	Filed this 27th day of March, 1978 Commonwealth of Pennsylvania Department of State
_______________________	_________________________
_______________________	Secretary of the Commonwealth
_______________________	(Box for Certification)

3-1-78:13 1310

(Line for numbering)

661784

COMMONWEALTH OF PENNSYLVANIA

DEPARTMENT OF STATE

CORPORATION BUREAU

In compliance with the requirements of section 204 of the Business Corporation Law ___ of May 5, 19__ of L._____ (15 P S. _1204) the undersigned desiring to be incorporated as a business corporation, hereby certifies (certify) that:

1. The name of the corporation is:

STROUD MALL CINEMAS, INC.

2. The location and post office of the initial registered office of the corporation in the Commonwealth is

123 South Board Street, Philadelphia, Pennsylvania 19109, c/o C T Corporation System, County of Philadelphia.

3. The corporation is incorporated under the Business Corporation Law of the Commonwealth of Pennsylvania for the following purpose of purposes:

To engage in any lawful act or activity for which corporations may be organized under the Pennsylvania Business Corporation Law.

4. The term for which the corporation is to ______ is perpetual

5. The aggregate number of shares which the corporation shall have authority to issue is: five hundred (500) shares of common stock without par value.

6. The ______ and post office addressess of each incorporation and the number and class of shares subscribed by such incorporation _______

NAME	ADDRESS	NUMBER ____ CLASS OF SHARES
Kit Raseman	277 Park Ave., NY, NY 10017	One (1) Share of Common Stock
_____________	277 Park Ave., NY, NY 10017	One (1) Share of Common Stock
Pierre D. Bein	277 Park Ave., NY, NY 10017	One (1) Share of Common Stock

7. The board of directors is authorized to fix by resolution any designations, preferences, qualifications, limitations, restrictions, and special or relative rights of any class or any series of any class of stock that may be desired.

8. Directors shall have the power to make, amend and repeal the by-laws of the corporation, subject to the power of shareholders to change such action.

9. There shall be no cumulative voting for the election of directors.

10. Action may be taken by less than all the shareholders by written consent without a meeting.

IN TESTIMONY WHEREOF, the incorporations have signed and ________ these Articles of Incorporation this 23rd day of March _____________

___________________ (SEAL) _____________________________ (SEAL)

                                                     _____________________________ (SEAL)

INSTRUCTIONS FOR COMPLETION OF FORM:

A. For general instructions relating to the incorporation of business corporations _____ 19 Pa Code Ch. 35 relating to business corporations generally. These instructions relate to such matters as corporate name stated purposes term of existence, authorized share structure and related authority of the board of directors, inclusion of names of first directors in the Articles of Incorporation optional provisions on cumulative voting for election of directors, etc.

B. One or more corporations or natural persons of full age may incorporate a business corporation.

C. Optional provisions required or authorized by law may be added as Paragraphs 7. 8. 9. etc.

D. The following shall accompany this form:

(1) The copies of Form DSCB BCL — 206 (Registry Statement Domestic or Foreign Business Corporation).

(2) Any necessary copies of Form DSCB 17_ 2 (Consent to Appropriation of Name) or Form DSCB 17_ 3 (Consent to Use of Similar Name)

(3) Any necessary governmental approvals.

E. BCL §205 (15 Pa S §1205 requires that the incorporators shall advertise their intention to file or the corporation shall advertise the filing of _____ of incorporation Proofs of publication of such advertising should not be delivered to the Department but should ___________ with the ______ of the corporation

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU

Articles of Amendment-Domestic Corporation

(15 Pa.C.S.)

Entity Number

661784

x Business Corporation (§ 1915)

¨ Nonprofit Corporation (§ 5915)

Name Corporation Service Company			Document will be returned to the name and address you enter to the left.
Address 2704 Commerce Drive, Suite B			=
City	State	Zip Code
Ha___sburg,	PA	17110

Fee 552	Filed in the Department of State on MAR 22 2002
		/s/    Illegible
	ACTING	Secretary of the Commonwealth

In compliance with requirements of the applicable provisions (relating to articles of amendment, the undersigned, desiring to amend its articles, hereby states that:

1. The name of the corporation is:

Stroud Mall Cinemas, Inc.

2. The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):

(a) Number and Street Route 611-160, Stroud Mall	City Stroudberg,	State PA	Zip 18360	County
(b) Number and Street	City	State	Zip	County
c/o _______________________________________________________________

3. The statute by or under which it was incorporated: 15 Pa.C.S. §1306

4. The date of its incorporation: March 27, 1978

5. Check and if appropriate complete, one of the following:

x The amendment shall be effective upon filing these Articles of Amendment in the Department of State

¨ The amendment shall be effective on:                      at                     

                                                                             Date             Hour

6. Check one of the following:

¨ The amendment was adopted by the shareholders or members pursuant to 15 Pa.C.S. §1914(a) and (b) or §5914(a).

¨ The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. §1914(c) or §5914(b).

x In accordance with Section 15 Pa.C.S. §1903, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of the Corporation in the matter of In re Loews Cineplex Entertainment Corporation, et. al., case number 01-40393, confirmed and approved on March 1, 2002

7. Check, and if appropriate complete one of the following:

x The amendment adopted by the corporation, set forth in full is as follows:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

¨ The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof.

8. Check if the amendment restates the Articles:

¨ The restated Articles of Incorporation supersede the original articles and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned

corporation has caused these Articles of Amendments

to be signed by a duly authorized officer thereof this

21 day of March, 2002.

Stroud Mall Cinemas, Inc.

Name of Corporation

/s/    BRYAN BERNDT        

Signature

Bryan Berndt, Vice President

Title

EX-3.2.116

Exhibit 3.2.116

	00076901423
ARTICLES OF INCORPORATION	FILED In the Office of the Secretary of State of Texas
OF	JUL 15 1987
LOEWS AUSTIN HILLS CINEMAS, INC.	Corporations Section

I, the undersigned, a natural person of the age of twenty-one years or more, acting as the incorporator of a corporation under the Texas Business Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation:

ARTICLE ONE

The name of the corporation is LOEWS AUSTIN HILLS CINEMAS, INC.

ARTICLE TWO

The period of its duration is perpetual.

ARTICLE THREE

The purpose or purposes for which the corporation is organized are the following, and shall include the transaction of any or all lawful business for which corporations may be incorporated under this Act:

To own, acquire, purchase, erect, equip, lease, operate, manage and conduct motion picture theatres, drive-in theatres, opera houses, public halls and theatres and places of amusement of every kind and description; to produce, manufacture, purchase, sell, lease, hire, exhibit and exploit performances and attractions of various kinds and natures, including moving pictures, vaudeville, dramatic, operatic, musical and dance performances, and intellectual and instructive entertainment; to manufacture, produce, purchase, own, sell, lease, hire, license, distribute, and otherwise dispose and to deal in and with moving picture machines, cameras, machinery, devices, appliances, and articles of all kinds used in photographic and motion picture arts, and plates, slides and films therefor, and materials, supplies, appliances, apparatus, machinery and other articles necessary and convenient for use in connection therewith; to acquire, own and dispose of costumes, scenery, properties,

-1-

00076901424

libraries, and other material and property for use in connection with the giving of operatic, dramatic, and motion picture entertainments, and performances of all kinds; to employ and act as agent and manager for singers, musicians, actors, performers of all kinds; to acquire, own and dispose of (including licensing thereof), plays, scenarios, photo-plays, news, songs, magazines, motion pictures, and pictures of all kinds, dramatic and musical, and motion picture productions of every kind; to acquire, own, maintain, operate, dispose of and deal with and in studios and other plants and equipment for or in connection with the production of motion pictures and productions of all kinds; to deal in amusement enterprises of every kind and description; and generally to carry on the business of motion pictures and theatrical proprietors, managers, producers and caterers for and to public entertainment and amusements, as well as to do all things necessary and incident thereto.

To manufacture, buy, sell and generally deal in popcorn, candy, beverages, sandwiches, and food of all kinds and description, and goods, wares, merchandise, electronic amusement devices, pin-ball machines and personal property of every kind.

To purchase, lease or otherwise acquire, hold, improve, sell, lease, mortgage and generally deal in lands, buildings and interests herein.

To own, erect, buy, lease, acquire, hold, use or dispose of any and all stores, factories, machinery equipment and supplies of every nature and description necessary, useful or convenient in the manufacturing, producing, processing or marketing of the aforesaid articles and any other items or materials produced or dealt in by the corporation.

To buy, or otherwise acquire, hold, lease, sell, exchange, mortgage, pledge or otherwise dispose of any real estate or real property or personal property, rights, franchises or goodwill necessary to the foregoing; in general to carry on any related or incidental business in connection with the foregoing in all of the State, territories and dependencies of the United States and in foreign countries subject to the provisions of Part 4 of the T.M.C.L.A.

-2-

00076901425

To indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and necessarily incurred by him in connection with the defense or any action, suit, or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, but such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any by-law, agreement, vote of shareholders, or otherwise.

ARTICLE FOUR

The aggregate number of shares which the corporation shall have authority to issue is 5,000, all of which are $1.00 par value.

ARTICLE FIVE

The corporation will not commence business until it has received for the issuance of its shares consideration of the value of at least One Thousand ($1,000.00) Dollars, consisting of money, labor done or property actually received.

ARTICLE SIX

The post-office address of its initial registered office is Little Field Building, Austin, Texas 78701, and the name of its initial registered agent at such address is the United States Corporation Company.

ARTICLE SEVEN

The number of directors constituting the initial Board of Directors is three and the names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders or until their successors are elected and qualifed are:

Name	Addresses
Laraine De Grazia	666 Fifth Avenue New York, New York 10103
Elaine Moran	666 Fifth Avenue New York, New York 10103
Linda Scotti	666 Fifth Avenue New York, New York 10103

-3-

00076901426

ARTICLE EIGHT

The name and address of the incorporator is:

Name	Address
Barbara R. Corbett	666 Fifth Avenue New York, New York 10103

IN WITNESS WHEREOF, I have hereunto set my hand on the day opposite my signature

/s/    BARBARA R. CORBETT        

Dated: July 13, 1987

-4-

00076901427

STATE OF NEW YORK	)
	)	SS:
COUNTY OF NEW YORK	)

I, CAROL DOKTORSKI, a Notary Public, do hereby certify that on the 13th day of July, 1987, personally appeared before me BARBARA R. CORBETT, who, being by me first duly sworn, declared that she is the person who signed the foregoing document as incorporator, and that the statements therein contained are true.

/s/    CAROL DOKTORSKI        

CAROL DOKTORSKI

NOTARY PUBLIC, State of New York

No. 30-4720614

Qualified in Nassau County

Cert. Filed in New York County

Commission __ ______ June 30, 1988

-5-

00203201399

ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF LOEWS AUSTIN HILLS CINEMAS, INC. FILED In the Office of the Secretary of State of Texas JUL 21 1995 Corporation Section

Pursuant to the provisions of Article 4.04 of the Texas Business Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

ARTICLE ONE. The name of the corporation is Loews Austin Hills Cinemas, Inc.

ARTICLE TWO. The following amendment to the Articles of Incorporation was adopted by the shareholders of the corporation on May 15,1995.

“ARTICLE ONE shall be modified so that the name of the corporation is changed from Loews Austin Hills Cinemas, Inc. to Cityplace Cinemas, Inc.”

The amendment alters or changes ARTICLE ONE of the original or amended Articles of Incorporation and ARTICLE ONE is hereby amended to read as follows:

“The name of the corporation is Cityplace Cinemas, Inc.”

ARTICLE THREE. “The amendment was adopted by written consent of the shareholders in accordance with article 9.10 of the Texas Business Corporation Act, and any written notice required by such article has been given.

Dated: May 15,1995

LOEWS AUSTIN HILLS CINEMAS, INC.
By	/s/    SEYMOUR H SMITH
	Seymour H Smith
	Executive Vice President

FILED

In the Office of the

Secretary of State of Texas

Mar 21 2002

Corporation Section

ARTICLES OF AMENDMENT

Pursuant to the provisions of the Texas Business Corporation Act, the undersigned corporation hereby amends its Articles of Incorporation, and for that purpose, submits the following statement:

1. The name of the corporation is: Cityplace Cinemas, Inc.

2. Article Four of the Articles of Incorporation is hereby amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

3. In accordance with Article 4.14 of the Texas Business Corporation Act, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction under 28 U.S.C. § 157(b)(2)(A); 157(b)(2)(L); and 157(b)(2)(O) over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40353, confirmed and approved on March 1, 2002.

4. The date of adoption of each amendment is: March 21, 2002.

Dated: March 21, 2002

By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President, signing pursuant to the Bankruptcy Court order and in accordance with Article 4.14 of the Texas Business Corporation Act

EX-3.2.117

EXHIBIT 3.2.117

00026_02488

FILED

In the Office of the

Secretary of State of Texas

AUG 09 1985

Clerk I-C

Corporations Section

ARTICLES OF INCORPORATION

OF

LOEWS DEAUVILLE AUSTIN CINEMAS, INC.

I, the undersigned, a natural person of the age of twenty-one years or more, acting as the incorporator of a corporation under the Texas Business Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation:

ARTICLE ONE

The name of the corporation is LOEWS DEAUVILLE AUSTIN CINEMAS, INC.

ARTICLE TWO

The period of its duration is perpetual.

ARTICLE THREE

The purpose or purposes for which the corporation is organized are the following, and shall include the transaction of any or all lawful business for which corporations may be incorporated under this Act:

To own, acquire, purchase, erect, equip, lease, operate, manage and conduct motion picture theatres, drive-in theatres, opera houses, public halls and theatres and places of amusement of every kind and description; to produce, manufacture, purchase, sell, lease, hire, exhibit and exploit performances and attractions of various kinds and natures, including moving pictures, vaudeville, dramatic, operatic, musical and dance performances, and intellectual and instructive entertainment; to

00026_02489

manufacture, produce, purchase, own, sell, lease, hire, license, distribute, and otherwise dispose and to deal in and with moving picture machines, cameras, machinery, devices, appliances, and articles of all kinds used in photographic and motion picture arts, and plates, slides and films therefor, and materials, supplies, appliances, apparatus, machinery and other articles necessary and convenient for use in connection therewith; to acquire, own and dispose of costumes, scenery, properties, libraries, and other material and property for use in connection with the giving of operatic, dramatic, and motion picture entertainments, and performances of all kinds; to employ and act as agent and manager for singers, musicians, actors, performers of all kinds; to acquire, own and dispose of (including licensing thereof), plays, scenarios, photo-plays, news, songs, magazines, motion pictures, and pictures of all kinds, dramatic and musical, and motion picture productions of every kind; to acquire, own, maintain, operate, dispose of and deal with and in studios and other plants and equipment for or in connection with the production of motion pictures and productions of all kinds; to deal in amusement enterprises of every kind and description; and generally to carry on the business of motion pictures and theatrical proprietors, managers, producers and caterers for and to public entertainment and amusements, as well as to do all things necessary and incident thereto.

To manufacture, buy, sell and generally deal in popcorn, candy, beverages, sandwiches, and food of all kinds and description, and goods, wares, merchandise, electronic amusement devices, pin-ball machines and personal property of every kind.

To purchase, lease or otherwise acquire, hold, improve, sell, lease, mortgage and generally deal in lands, buildings and interests herein.

To own, erect, buy, lease, acquire, hold, use or dispose of any and all stores, factories, machinery equipment and supplies of every nature and description necessary, useful or convenient in the manufacturing, producing, processing or marketing of the aforesaid articles and any other items or materials produced or dealt in by the corporation.

-2-

00026_02490

To buy, or otherwise acquire, hold, lease, sell, exchange, mortgage, pledge or otherwise dispose of any real estate or real property or personal property, rights, franchises or goodwill necessary to the foregoing; in general to carry on any related or incidental business in connection with the foregoing in all of the State, territories and dependencies of the United States and in foreign countries subject to the provisions of Part 4 of the T.M.C.L.A.

To indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and necessarily incurred by him in connection with the defense or any action, suit, or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, but such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any by-law, agreement, vote of shareholders, or otherwise.

ARTICLE FOUR

The aggregate number of shares which the corporation shall have authority to issue is 5,000, all of which are $1.00 par value.

ARTICLE FIVE

The corporation will not commence business until it has received for the issuance of its shares consideration of the value of at least One Thousand ($1,000.00) Dollars, consisting of money, labor done or property actually received.

ARTICLE SIX

The post-office address of its initial registered office is 1601 Elm Street, Dallas, Texas 75201, and the name

-3-

00026_02491

of its initial registered agent at such address is the C T Corporation System.

ARTICLE SEVEN

The number of directors constituting the initial Board of Directors is three and the names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders or until their successors are elected and qualified are:

Name	Addresses
Michele Guerrier	666 Fifth Avenue New York, New York 10103
Ellen Brown	666 Fifth Avenue New York, New York 10103
Marie Moore	666 Fifth Avenue New York, New York 10103

ARTICLE EIGHT

The name and address of the incorporator is:

Name	Address
Barbara R. Corbett	666 Fifth Avenue New York, New York 10103

IN WITNESS WHEREOF, I have hereunto set my hand on the day opposite my signature

/s/    BARBARA R. CORBETT        

Dated: August 7, 1985

-4-

00026_02492

STATE OF NEW YORK	)
	)	SS:
COUNTY OF NEW YORK	)

I, CAROL DOKTORSKI, a Notary Public, do hereby certify that on the 7th day of August, 1985, personally appeared before me BARBARA R. CORBETT, who, being by me first duly sworn, declared that she is the person who signed the foregoing document as incorporator, and that the statements therein contained are true.

/S/    CAROL DOKTORSKI        

CAROL DOKTORSKI

NOTARY PUBLIC. State of New York

No 30-4720614

Qualified in Nassau County

Cert. Filed in New York County

Commission Expires March 30,1986

[SEAL]

-5-

0____900969

FILED

In the Office of the

Secretary of State of Texas

MAR 26 1987

Corporations Section

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

LOEWS DEAUVILLE AUSTIN CINEMAS INC.

Pursuant to the provisions of Article 4.04 of the Texas Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

ARTICLE ONE. The name of the corporation is Loews Deauville Austin Cinemas Inc.

ARTICLE TWO. The following amendment to the Articles of Incorporation was adopted by the shareholders of the corporation on March 23, 1987:

“ARTICLE ONE shall be modified so that the name of the corporation is changed from Loews Deauville Austin Cinemas, Inc. to Loews Norwood Park Plaza Cinemas, Inc.”

The amendment alters or changes ARTICLE ONE of the original or amended Articles of Incorporation and ARTICLE ONE is hereby amended to read as follows:

“The name of the corporation is Loews Norwood Park Plaza Cinemas, Inc.”

00066900970

ARTICLE THREE. The holders of all of the shares outstanding and entitled to vote on said amendment have signed a consent in writing adopting said amendment.

Dated: March 23, 1987

LOEWS DEAUVILLE AUSTIN CINEMAS, INC.
By:	/S/    SEYMOUR H. SMITH
	Seymour H. Smith
	Vice President

STATE OF NEW YORK	)
	)	SS:
COUNTY OF NEW YORK	)

I,                                                               , a Notary Public, do hereby certify that on this 23rd day of March, 1987, personally appeared before me Seymour H. Smith, who declared he is Vice President of the corporation executing the foregoing document, and being first duly sworn, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

/S/    JEANNE A. MIGDON        

Notary Public for New York

My commission expires                    

JEANNE A. MIGDON

NOTARY PUBLIC, State of New York

No. 31 2692650

Qualified in New York County

Commission Expires June 30, 198_

_0218900__0

FILED

In the Office of the

Secretary of State of Texas

MAY 28 1996

Corporations Section

AMENDMENT TO THE

ARTICLES OF INCORPORATION

OF

LOEWS NORWOOD PARK PLAZA CINEMAS, INC.

Pursuant to the provisions of Article 4.04 of the Texas Business Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

ARTICLE ONE. The name of the corporation is Loews Norwood Park Plaza Cinemas, Inc.

ARTICLE TWO. The following amendment to the Articles of Incorporation was adopted by the shareholders of the corporation on May 14, 1996.

“ARTICLE ONE shall be modified so that the name of the corporation is changed from Loews Norwood Park Plaza Cinemas, Inc. to Fountain Cinemas, Inc.”

The amendment alters or changes ARTICLE ONE of the original or amended Articles of Incorporation and ARTICLE ONE is hereby amended to read as follows

“The name of the corporation is Fountain Cinemas, Inc.”

ARTICLE THREE. The amendment was adopted by written consent of the shareholders in accordance with Article 9 10 of the Texas Business Corporation Act, and any written notice required by such article has been given.

Dated May 14, 1996

LOEWS NORWOOD PARK PLAZA CINEMAS, INC.
By:	/s/    SEYMOUR H SMITH
	Seymour H Smith
	Executive Vice President

FILED

In the Office of the Secretary of State of Texas

MAR 21 2002

Corporations Section

ARTICLES OF AMENDMENT

Pursuant to the provisions of the Texas Business Corporation Act the undersigned corporation hereby amends its Articles of Incorporation, and for that purpose, submits the following statement:

1. The name of the corporation is: Fountain Cinemas, Inc.

2. Article Four of the Articles of Incorporation is hereby amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

3. In accordance with Article 4.14 of the Texas Business Corporation Act, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction under 28 U.S.C. § 157(b)(2)(A); 157(b)(2)(L); and 157(b)(2)(O) over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40427, confirmed and approved on March 1, 2002.

4. The date of adoption of each amendment is: March 21, 2002.

Dated: March 21, 2002

By:	/S/    BRYAN BERNDT
	Bryan Berndt Vice President, signing pursuant to the Bankruptcy Court order and in accordance with Article 4.14 of the Texas Business Corporation Act

1

EX-3.2.118

Exhibit 3.2.118

FILED

In the Office of the

Secretary of State of Texas

MAY 17 1983

Clerk B

Corporations Section

ARTICLES OF INCORPORATION

OF

LOEWS ARLINGTON WEST, INC.

I, the undersigned, a natural person of the age of twenty-one years or more, acting as the incorporator of a corporation under the Texas Business Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation:

ARTICLE ONE

The name of the corporation is LOEWS ARLINGTON WEST, INC.

ARTICLE TWO

The period of its duration is perpetual.

ARTICLE THREE

The purpose or purposes for which the corporation is organized are the following, and shall include the transaction of any or all lawful business for which corporations may be Incorporated under this Act:

To own, acquire, purchase, erect, equip, lease, operate, manage and conduct motion picture theatres, drive-in theatres, opera houses, public

halls and theatres and places of amusement of every kind and description; to produce, manufacture, purchase, sell, lease, hire, exhibit and exploit performances and attractions of various kinds and natures, including moving pictures, vaudeville, dramatic, operatic, musical and dance performances, and intellectual and instructive entertainment; to manufacture, produce, purchase, own, sell, lease, hire, license, distribute, and otherwise dispose and to deal in and with moving picture machines, cameras, machinery, devices, appliances, and articles of all kinds used in photographic and motion picture arts, and plates, slides and films therefor, and materials, supplies, appliances, apparatus, machinery and other articles necessary and convenient for use in connection therewith; to acquire, own and dispose of costumes, scenery, properties, libraries, and other material and property for use in connection with the giving of operatic, dramatic, and motion picture entertainments, and performances of all kinds; to employ and act as agent and manager for singers, musicians, actors, performers of all kinds; to acquire, own and dispose of (including licensing thereof), plays, scenarios, photo-plays, news, songs, magazines, motion pictures, and pictures of all kinds, dramatic and musical, and motion picture productions of every kind; to acquire, own, maintain, operate, dispose of and deal with and in studios and other plants and equipment for or in connection with the production of motion pictures and productions of all kinds; to deal in amusement enterprises of every kind and description; and generally to carry on the business of motion pictures and theatrical proprietors, managers, producers and caterers for and to public entertainment and amusements, as well as to do all things necessary and incident thereto.

To manufacture, buy, sell and generally deal in popcorn, candy, beverages, sandwiches, and food of all kinds and description, and goods, wares, merchandise, electronic amusement devices, pin-ball machines and personal property of every kind.

To purchase, lease or otherwise acquire, hold, improve, sell, lease, mortgage and generally deal in lands, buildings and interests herein.

To own, erect, buy, lease, acquire, hold, use or dispose of any and all stores, factories, machinery equipment and supplies of every nature and description necessary, useful or convenient in the manufacturing, producing, processing or marketing of the aforesaid articles and any other items or materials produced or dealt in by the corporation.

To buy, or otherwise acquire, hold, lease, sell, exchange, mortgage, pledge or otherwise dispose of any real estate or real property or personal property, rights, franchises or goodwill necessary to the foregoing; in general to carry on any related or incidental business in connection with the foregoing in all of the State, territories and dependencies of the United States and in foreign countries subject to the provisions of Part 4 of the T.M.C.L.A.

To indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and necessarily incurred by him in connection with the defense or any action, suit, or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, but such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any by-law, agreement, vote of shareholders, or otherwise.

ARTICLE FOUR

The aggregate number of shares which the corporation shall have authority to issue is 5,000, all of which are $1.00 par value.

ARTICLE FIVE

The corporation will not commence business until it has received for the issuance of its shares consideration of the value of at least One Thousand ($1,000.00) Dollars, consisting of money, labor done or property actually received.

ARTICLE SIX

The post-office address of its initial registered office is the Littlefield Building, Austin, Texas 78701, and the name of its initial registered agent at such address is the United States Corporation Company.

ARTICLE SEVEN

The number of directors constituting the initial Board or Directors is three and the names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders or until their successors are elected and qualified are:

Name	Addresses
Barbara R. Corbett	666 Fifth Avenue New York, New York 10103
Carol Doktorski	666 Fifth Avenue New York, New York 10103
Marie Moore	666 Fifth Avenue New York, New York 10103

ARTICLE EIGHT

The name and address of the incorporator is:

Name	Address
Barbara R. Corbett	666 Fifth Avenue New York, New York 10103

IN WITNESS WHEREOF, I have hereunto set my hand on the day opposite my signature.

Dated: May 12, 1983 /s/    BARBARA R. CORBETT        

STATE OF NEW YORK	)
	)	SS:
COUNTY OF NEW YORK	)

I, CAROL DOKTORSKI, a Notary Public, do hereby certify that on the 12th day of May, 1983, personally appeared before me BARBARA R. CORBETT, who, being by me first duly sworn, declared that she is the person who signed the foregoing document as incorporator, and that the statements therein contained are true.

/s/    CAROL DOKTORSKI        

CAROL DOKTORSKI

NOTARY PUBLIC, State of New York

No. 30-4720514

Qualified in N. ___ County

Cert. Filed in New York County

Commission Expires March 30, 1934

_00029203097

FILED

In the Office of the

Secretary of State of Texas

SEP 25 1985

Clerk IV-P

Corporations Section

ARTICLES OF MERGER OF DOMESTIC

AND FOREIGN CORPORATIONS

Pursuant to the provisions of Articles 5.04 and 5.07 of the Texas Business Corporation Act, the undersigned domestic and foreign corporations adopt the following Articles of Merger:

1. The names of the undersigned corporations and the States under the laws of which they are respectively organized are:

NAME OF CORPORATION	STATE
Chartwell 20 & 287, Inc.	Delaware
Loews Arlington West, Inc.	Texas

2. The laws of the State under which such foreign corporation is organized permit such Merger.

3. The name of the surviving corporation is Loews Arlington West Cinemas, Inc., and it is to be governed by the laws of the State of Texas.

4. (a) The Agreement and Plan of Merger which is attached hereto as Annex A was approved by the shareholders of the undersigned domestic corporation in the manner prescribed by the Texas Business Corporation Act, and was approved by the undersigned foreign corporation in the manner prescribed by the laws of the State under which it is organized.

_00029203098

(b) The Articles of Incorporation of Loews Arlington West, Inc., are amended by the Articles of Merger by striking ARTICLE ONE from the Articles of Incorporation which reads:

“ARTICLE ONE

The name of the corporation is LOEWS ARLINGTON WEST, INC.” and substituting the following therefor:

“ARTICLE ONE

The name of the corporation is LOEWS ARLINGTON WEST CINEMAS, INC.”

5. As to each of the undersigned corporations, the number of shares outstanding, and the designation and number of outstanding shares of each class entitled to vote as a class on such Plan of Merger, are as follows:

	NUMBER OF SHARES OUTSTANDING	ENTITLED TO VOTE AS A CLASS
NAME OF CORPORATION		DESIGNATION OF CLASS	NUMBER OF SHARES
Chartwell 20 & 287, Inc.	1,000	Common	1,000
Loews Arlington West, Inc.	1,000	Common	1,000

2

6. As to each of the undersigned corporations, the total number of shares voted for and against such Plan of Merger, respectively, and, as to each class entitled to vote thereon as a class, the number of shares of such class voted for and against such Plan of Merger, respectively, are as follows:

_00029203099

	NUMBER OF SHARES
	TOTAL VOTED FOR	TOTAL VOTED AGAINST	ENTITLED TO VOTE AS A CLASS
NAME OF CORPORATION			CLASS	VOTED FOR	VOTED AGAINST
Chartwell 20 & 287, Inc.	1,000	0	Common	1,000	0
Loews Arlington West, Inc.	1,000	0	Common	1,000	0

Dated September 18, 1985.

CHARTWELL 20 & 287, INC.,
by	/s/ Illegible
	President

LOEWS ARLINGTON WEST, INC.,
by	/s/ Illegible
	Assistant Secretary

3

FILED

In the Office of the

Secretary of State of Texas

SEP 21 2002

Corporations Section

ARTICLES OF AMENDMENT

Pursuant to the provisions of the Texas Business Corporation Act, the undersigned corporation hereby amends its Articles of Incorporation, and for that purpose, submits the following statement:

1. The name of the corporation is: Loews Arlington West Cinemas, Inc.

2. Article Four, Section Three of the Articles of Incorporation is hereby amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

3. In accordance with Article 4.14 of the Texas Business Corporation Act, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction under 28 U.S.C. § 157(b)(2)(A); 157(b)(2)(L); and 157(b)(2)(O) over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40363, confirmed and approved on March 1, 2002.

4. The date of adoption of each amendment is: March 21, 2002.

Dated: March 21, 2002

By:	/S/    BRYAN BERNDT
	Bryan Berndt Vice President, signing pursuant to the Bankruptcy Court order and in accordance with Article 4.14 of the Texas Business Corporation Act

EX-3.2.119

Exhibit 3.2.119

FILED

In the Office of the

Secretary of State of Texas

JAN 25 1984

Clerk D

Corporation Section

ARTICLES OF INCORPORATION

OF

LOEWS DEAUVILLE NORTH CINEMAS, INC.

I, the undersigned, a natural person of the age of twenty-one years or more, acting as the incorporator of a corporation under the Texas Business Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation:

ARTICLE ONE

The name of the corporation is LOEWS DEAUVILLE NORTH CINEMAS, INC.

ARTICLE TWO

The period of its duration is perpetual.

ARTICLE THREE

The purpose or purposes for which the corporation is organized are the following, and shall include the transaction of any or all lawful business for which corporations may be Incorporated under this Act:

To own, acquire, purchase, erect, equip, lease, operate, manage and conduct motion picture theatres, drive-in theatres, opera houses, public halls and theatres and places of amusement of every kind and description; to produce, manufacture, purchase, sell, lease, hire, exhibit and exploit performances and attractions of various kinds and natures, Including moving pictures, vaudeville, dramatic, operatic, musical and dance performances, and intellectual and Instructive entertainment; to

manufacture, produce, purchase, own, sell, lease, hire, license, distribute, and otherwise dispose and to deal in and with moving picture machines, cameras, machinery, devices, appliances, and articles of all kinds used in photographic and motion picture arts, and plates, slides and films therefor, and materials, supplies, appliances, apparatus, machinery and other articles necessary and convenient for use in connection therewith; to acquire, own and dispose of costumes, scenery, properties, libraries, and other material and property for use in connection with the giving of operatic, dramatic, and motion picture entertainments, and performances of all kinds; to employ and act as agent and manager for singers, musicians, actors, performers of all kinds; to acquire, own and dispose of (including licensing thereof), plays, scenarios, photo-plays, news, songs, magazines, motion pictures, and pictures of all kinds, dramatic and musical, and motion picture productions of every kind; to acquire, own, maintain, operate, dispose of and deal with and in studios and other plants and equipment for or in connection with the production of motion pictures and productions of all kinds; to deal in amusement enterprises of every kind and description; and generally to carry on the business of motion pictures and theatrical proprietors, managers, producers and caterers for and to public entertainment and amusements, as well as to do all things necessary and incident thereto.

To manufacture, buy, sell and generally deal in popcorn, candy, beverages, sandwiches, and food of all kinds and description, and goods, wares, merchandise, electronic amusement devices, pinball machines and personal property of every kind.

To purchase, lease or otherwise acquire, hold, improve, sell, lease, mortgage and generally deal in lands, buildings and interests herein.

To own, erect, buy, lease, acquire, hold, use or dispose of any and all stores, factories, machinery equipment and supplies of every nature and description necessary, useful or convenient in the manufacturing, producing, processing or marketing of the aforesaid articles and any other items or materials produced or dealt in by the corporation.

To buy, or otherwise acquire, hold, lease, sell, exchange, mortgage, pledge or otherwise dispose of any real estate or real property or personal property, rights, franchises or goodwill necessary to the foregoing; in general to carry on any related or incidental business in connection with the foregoing in all of the State, territories and dependencies of the United States and in foreign countries subject to the provisions of Part II of the T.M.C.L.A.

To indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and necessarily incurred by him in connection with the defense or any action, suit, or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, but such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any by-law, agreement, vote of shareholders, or otherwise.

ARTICLE FOUR

The aggregate number of shares which the corporation shall have authority to issue is 5,000, all of which are $1.00 par value.

ARTICLE FIVE

The corporation will not commence business until it has received for the issuance of its shares consideration of the value of at least One Thousand ($1,000.00) Dollars, consisting of money, labor done or property actually received.

ARTICLE SIX

The post-office address of its initial registered office is the Littlefleld Building, Austin, Texas 78701, and

the name of its initial registered agent at such address is the United States Corporation Company.

ARTICLE SEVEN

The number of directors constituting the initial Board of Directors is three and the names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders or until their successors are elected and qualified are:

Name	Addresses
Kathleen Moreno	666 Fifth Avenue New York, New York 10103
Allen Brown	666 Fifth Avenue New York, New York 10103
Marie Moore	666 Fifth Avenue New York, New York 10103

ARTICLE EIGHT

The name and address of the incorporator is:

Name	Address
Barbara R. Corbett	666 Fifth Avenue New York, New York 10103

IN WITNESS WHEREOF, I have hereunto set my hand on the day opposite my signature

/s/    BARBARA R. CORBETT        

Dated: January 24, 1984

STATE OF NEW YORK	)
	)	SS:
COUNTY OF NEW YORK	)

I, CAROL DOKTORSKI, a Notary Public, do hereby certify that on the 24th day of January, l984, personally appeared before me BARBARA R. CORBETT, who, being by me first duly sworn, declared that she is the person who signed the foregoing document as incorporator, and that the statements therein contained are true.

/s/    CAROL DOKTORSKI        

CAROL DOKTORSKI

NOTARY PUBLIC, State of New York

No. 30-4720614

Qualified _ N. ___ County

Cert. Filed in New York County

Commission Expires March 30, 1984

FILED

In the Office of the

Secretary of State of Texas

MAR 21 2002

ARTICLES OF AMENDMENT

Pursuant to the provisions of the Texas Business Corporation Act, the undersigned corporation hereby amends its Articles of Incorporation, and for that purpose, submits the following statement:

5. The name of the corporation is: Loews Deauville North Cinemas, Inc.

6. Article Four of the Articles of Incorporation is hereby amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

7. In accordance with Article 4.14 of the Texas Business Corporation Act, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction under 28 U.S.C. § 157(b)(2)(A); 157(b)(2)(L); and 157(b)(2)(O) over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40557, confirmed and approved on March 1, 2002.

8. The date of adoption of each amendment is: March 21, 2002.

Dated: March 21, 2002

/s/    BRYAN BERNDT        

Bryan Berndt

Vice President, signing pursuant to the Bankruptcy Court order and in accordance with Article 4.14 of the Texas Business Corporation Act

EX-3.2.120

Exhibit 3.2.120

00029501946

FILED

In the Office of the

Secretary of State of Texas

SEP 27 1985

Clerk I-_

Corporations Section

ARTICLES OF INCORPORATION

OF

LOEWS FORT WORTH CINEMAS, INC.

I, the undersigned, a natural person of the age of twenty-one years or more, acting as the incorporator of a corporation under the Texas Business Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation:

ARTICLE ONE

The name of the corporation is LOEWS FORT WORTH CINEMAS, INC.

ARTICLE TWO

The period of its duration is perpetual.

ARTICLE THREE

The purpose or purposes for which the corporation is organized are the following, and shall include the transaction of any or all lawful business for which corporations may be incorporated under this Act:

To own, acquire, purchase, erect, equip, lease, operate, manage and conduct motion picture theatres, drive-in theatres, opera houses, public halls and theatres and places of amusement of every kind and description; to produce, manufacture, purchase, sell, lease, hire, exhibit and exploit performances and attractions of various kinds and natures, including moving pictures, vaudeville, dramatic, operatic, musical and dance performances, and intellectual and instructive entertainment; to manufacture,

00029501947

produce, purchase, own, sell, lease, hire, license, distribute, and otherwise dispose and to deal in and with moving picture machines, cameras, machinery, devices, appliances, and articles of all kinds used in photographic and motion picture arts, and plates, slides and films therefor, and materials, supplies, appliances, apparatus, machinery and other articles necessary and convenient for use in connection therewith; to acquire, own and dispose of costumes, scenery, properties, libraries, and other material and property for use in connection with the giving of operatic, dramatic, and motion picture entertainments, and performances of all kinds; to employ and act as agent and manager for singers, musicians, actors, performers of all kinds; to acquire, own and dispose of (including licensing thereof), plays, scenarios, photo-plays, news, songs, magazines, motion pictures, and pictures of all kinds, dramatic and musical, and motion picture productions of every kind; to acquire, own, maintain, operate, dispose of and deal with and in studios and other plants and equipment for or in connection with the production of motion pictures and productions of all kinds; to deal in amusement enterprises of every kind and description; and generally to carry on the business of motion pictures and theatrical proprietors, managers, producers and caterers for and to public entertainment and amusements, as well as to do all things necessary and incident thereto.

To manufacture, buy, sell and generally deal in popcorn, candy, beverages, sandwiches, and food of all kinds and description, and goods, wares, merchandise, electronic amusement devices, pin-ball machines and personal property of every kind.

To purchase, lease or otherwise acquire, hold, improve, sell, lease, mortgage and generally deal in lands, buildings and interests herein.

To own, erect, buy, lease, acquire, hold, use or dispose of any and all stores, factories, machinery equipment and supplies of every nature and description necessary, useful or convenient in the manufacturing, producing, processing or marketing of the aforesaid articles and any other items or materials produced or dealt in by the corporation.

-2-

00029501948

To buy, or otherwise acquire, hold, lease, sell, exchange, mortgage, pledge or otherwise dispose of any real estate or real property or personal property, rights, franchises or goodwill necessary to the foregoing; in general to carry on any related or incidental business in connection with the foregoing in all of the State, territories and dependencies of the United States and in foreign countries subject to the provisions of Part 4 of the T.M.C.L.A.

To indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and necessarily incurred by him in connection with the defense or any action, suit, or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, but such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any by-law, agreement, vote of shareholders, or otherwise.

ARTICLE FOUR

The aggregate number of shares which the corporation shall have authority to issue is 5,000, all of which are $1.00 par value.

ARTICLE FIVE

The corporation will not commence business until it has received for the issuance of its shares consideration of the value of at least One Thousand ($1,000.00) Dollars, consisting of money, labor done or property actually received.

ARTICLE SIX

The post-office address of its initial registered office is Little Field Building, Austin, Texas 78701, and the

-3-

00029501950

name of its initial registered agent at such address is the United States Corporation Company.

ARTICLE SEVEN

The number of directors constituting the initial Board of Directors is three and the names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders or until their successors are elected and qualifed are:

Name	Addresses
Michele Guerrier	666 Fifth Avenue New York, New York 10103
Ellen Brown	666 Fifth Avenue New York, New York 10103
Marie Moore	666 Fifth Avenue New York, New York 10103

ARTICLE EIGHT

The name and address of the incorporator is:

Name	Address
Barbara R. Corbett	666 Fifth Avenue New York, New York 10103

IN WITNESS WHEREOF, I have hereunto set my hand on the day opposite my signature

/s/    BARBARA R. CORBETT        

Dated: September 23, 1985

-4-

00029501949

STATE OF NEW YORK	)
	)	SS:
COUNTY OF NEW YORK	)

I, CAROL DOKTORSKI, a Notary Public, do hereby certify that on the 23rd day of September, 1985, personally appeared before me BARBARA R. CORBETT, who, being by me first duly sworn, declared that she is the person who signed the foregoing document as incorporator, and that the statements therein contained are true.

/s/    CAROL DOKTORSKI        

CAROL DOKTORSKI

NOTARY PUBLIC, State of New York

No. 30-4720614

Qualified in ________ County

Cert. Filed in New York County

Commission Expires March 30, 1986

-5-

FILED

in the Office of the

Secretary of State of Texas

MAR 21 2002

Corporations Section

ARTICLES OF AMENDMENT

Pursuant to the provisions of the Texas Business Corporation Act, the undersigned corporation hereby amends its Articles of Incorporation, and for that purpose, submits the following statement:

1. The name of the corporation is: Loews Fort Worth Cinemas, Inc.

2. Article Four of the Articles of Incorporation is hereby amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

3. In accordance with Article 4.14 of the Texas Business Corporation Act, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction under 28 U.S.C. § 157(b)(2)(A); 157(b)(2)(L); and 157(b)(2)(O) over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al, case number 01-40575, confirmed and approved on March 1, 2002.

4. The date of adoption of each amendment is: March 21, 2002.

Dated: March 21, 2002

By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President, signing pursuant to the Bankruptcy Court order and in accordance with Article 4.14 of the Texas Business Corporation Act

EX-3.2.121

Exhibit 3.2.121

LOEW’S HOUSTON COMPANY

THE STATE OF TEXAS	)
	)
COUNTY OF TRAVIS	)

KNOW ALL MEN BY THESE PRESENTS, That we, Q.C. TAYLOR, HY.BYRD, and ELDRIDGE MOORE

all citizens of Travis County, Texas, under and by virtue of the laws of this State, do hereby form and incorporate ourselves into a voluntary association under the terms and conditions hereinafter set out, as follows:

1. The name of this corporation is LOEW’S HOUSTON COMPANY.

2. The purposes for which it is formed is the establishment, maintenance, erection or repair of opera and play houses, and motion picture theatres.

3. The principal office of said corporation, and the place where its business is to be transacted is at Austin, Travis, County, Texas.

4. The term for which it is to exist is fifty years.

5. The number of directors shall be three and their names and post-office addresses for the first year are as follows:

NAME	POST OFFICE ADDRESS
MARCUS LOEW	1540 Broadway, New York, N.Y.
DAVID BERNSTEIN	1540 Broadway, New York, N.Y.
NICHOLAS K. SCHENCK	1540 Broadway, New York, N.Y.

6. The total number of shares that may be issued by this corporation is one thousand (1000) shares without nominal or par value; and more than ten per cent. of the entire stock without nominal or par value has been subscribed and paid in all as per affidavit hereto attached.

no. 46446

LOEW’S HOUSTON COMPANY

/s/    Illegible        

IN TESTIMONY WHEREOF, we hereunto sign our names this the 31st day of July A.D. 1926.

/s/    Q.C. TAYLOR        

/s/    HY BYRD        

/s/    ELDRIDGE MOORE        

THE STATE OF TEXAS	)
COUNTY OF TRAVIS	)

Before me the undersigned authority on this day personally appeared Q.C. Taylor, Hy Byrd and Eldridge Moore, to me personally ___ known to be the persons whose names are subscribed to the foregoing instrument and acknowledged to me that they executed the same for the purposes and considerations therein expressed.

Witness my hand and seal of office this the 31st day of July A.D. 1926.

/s/    Illegible        

Notary Public within and for Travis Country, Texas.

[SEAL]

-2-

THE STATE OF TEXAS	)
	)
COUNTY OF TRAVIS	)

Before me, the undersigned authority, on this day personally appeared known to me, who having been by me duly sworn on oath say, each for himself:

That they are the identical parties who executed the charter of the LOEW’S HOUSTON COMPANY, as incorporators; that more than ten per cent of the entire stock of said company has been in good faith subscribed, and that Twenty-Five Thousand Dollars ($25,000) has now been paid in.

That the following are the names and post-office addresses of the parties subscribing the capital stock:

NAMES	POST OFFICE ADDRESSES
Q. C. TAYLOR	Austin National Bank Bldg. Austin, Texas_
HY BYRD	Austin National Bank Bldg. Austin, Texas_
ELDRIDGE MOORE	600 Congress Ave., Austin, Texas.

That the amount subscribed by each and the amount paid by each is as follows:

NAME	AMOUNT SUBSCRIBED	AMOUNT PAID
Q. C. TAYLOR	100 shares	$	10,000.00
HY BYRD	100 shares		10,000.00
ELDRIDGE MOORE	50 shares		5,000.00

That the above subscriptions were paid in as follows, to wit: the sum of Twenty-Five Thousand Dollars ($25,000) in cash.

/s/    Q. C. TAYLOR        

/s/    HY BYRD        

/s/    ELDRIDGE MOORE        

Subscribed and sworn to before me, this the 31st day of July, A. D. 1926.

/s/    Illegible          

Notary Public within and for Travis County, Texas

[SEAL]

-3-

FILED

In the Office of the

Secretary of State of Texas

JUN 17 1976

/s/    Illegible        

Deputy Director, Corporation Division

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

LOEW’S HOUSTON COMPANY

Pursuant to the provisions of Art. 4.04 of the Texas Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

ARTICLE I - The name of the corporation is LOEW’S HOUSTON COMPANY.

ARTICLE II - The Articles of Incorporation are amended to change the duration of the corporation from fifty years to perpetuity. To effect the foregoing. Article 4. of the Articles of Incorporation, which states: “The term for which it is to exist is fifty years” is hereby deleted and in its place the following is hereby substituted:

“4. The duration of the corporation is to be perpetual.”

ARTICLE III - The foregoing amendment to the Articles of Incorporation was adopted by the affirmative vote of the holder of all 250 outstanding shares of the corporation entitled to vote thereon, at a meeting of such shareholder duly called and held on the 9th day of March, 1976.

DATED: June 11, 1976

LOEW’S HOUSTON COMPANY
BY:	/s/    BERNARD MYERSON
	Bernard Myerson, President
AND:	/s/    BARRY HIRSCH
	Barry Hirsch Vice Pres/Secy

STATE OF NEW YORK)
	SS.:
COUNTY OF NEW YORK)

I, Anthony J. Castellano, a Notary Public, do hereby certify that on this 11th day of June, 1976, personally appeared before me Bernard Myerson, who declared he is President of the Corporation executing the foregoing document, and being first duly sworn, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

/s/    ANTHONY J. CASTELLANo        

ANTHONY J. CASTELLANO

Notary Public, State of New York

No. 24-5649351

Qualified in Kings County

Commission Expires March 30, 1978

FILED

In the Office of the

Secretary of State of Texas

MAR 21 2002

Corporations Section

ARTICLES OF AMENDMENT

Pursuant to the provisions of the Texas Business Corporation Act, the undersigned corporation hereby amends its Articles of Incorporation, and for that purpose, submits the following statement:

1. The name of the corporation is: Loews Houston Cinemas, Inc.

2. Article Six of the Articles of Incorporation is hereby amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

3. In accordance with Article 4.14 of the Texas Business Corporation Act, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction under 28 U.S.C. § 157(b)(2)(A); 157(b)(2)(L); and 157(b)(2)(O) over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40549, confirmed and approved on March 1, 2002.

4. The date of adoption of each amendment is: March 21, 2002.

Dated: March 21, 2002

By:	/s/    BRYAN BERNDT
	Bryan Berndt
	Vice President, signing pursuant to the Bankruptcy Court order and in accordance with Article 4.14 of the Texas Business Corporation Act

EX-3.2.122

Exhibit 3.2.122

FILED

In the Office of the

Secretary of State of Texas

NOV 18 1980

CLERK I D

Corporation Division

CERTIFICATE OF INCORPORATION

OF

LOEWS LINCOLN PLAZA CINEMAS, INC.

I, the undersigned, a natural person of the age of twenty-one (21) years or more, acting as the incorporator of a corporation under the Texas Business Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation.

ARTICLE ONE

The name of the Corporation is LOEWS LINCOLN PLAZA CINEMAS, INC.

ARTICLE TWO

The period of its duration is perpetual.

ARTICLE THREE

The purpose or purposes for which the corporation is organized are the following, and shall include the transportation of any or all lawful business for which corporations may be incorporated under this Act.

To own, acquire, purchase, erect, equip, lease, operate, manage and conduct motion picture theatres, drive-in theatres, opera houses, public

halls and theatres and places of amusement of every kind and description; to produce, manufacture, purchase, sell, lease, hire, exhibit and exploit performances and attractions of various kinds and natures, including moving pictures, vaudeville, dramatic, operatic, musical and dance performances, and intellectual and instructive entertainment; to manufacture, produce, purchase, own, sell, lease, hire, license, distribute, and otherwise dispose and to deal in and with moving picture machines, cameras, machinery, devices, appliances, and articles of all kinds used in photographic and motion picture arts, and plates, slides and films therefor, and materials, supplies, appliances, apparatus, machinery and other articles necessary and convenient for use in connection therewith; to acquire, own and dispose of costumes, scenery, properties, libraries, and other material and property for use in connection with the giving of operatic, dramatic, and motion picture entertainments, and performances of all kinds; to employ and act as agent and manager for singers, musicians, actors, performers of all kinds; to acquire, own and dispose of (including licensing thereof), plays, scenarios, photo-plays, news, songs, magazines, motion pictures, and pictures of all kinds, dramatic and musical, and motion picture productions of every kind; to acquire, own, maintain, operate, dispose of and deal with and in studios and other plants and equipment for or in connection with the production of motion pictures and productions of all kinds; to deal in amusement enterprises of every kind and description; and generally to carry on the business of motion pictures and theatrical proprietors, managers, producers and caterers for and to public entertainment and amusement, as well as to do all things necessary and incident thereto.

To manufacture, buy, sell and generally deal in popcorn, candy, beverages, sandwiches, and food of all kinds and description, and goods, wares, merchandise, electronic amusement devices, pinball machines and personal property of every kind.

To purchase, lease or otherwise acquire, hold, improve, sell, lease, mortgage and generally deal in lands, buildings and interests therein.

To own, erect, buy, lease, acquire, hold, use or dispose of any and all stores, factories, machinery equipment and supplies of every nature and description necessary, useful or convenient in the manufacturing, producing, processing or marketing of the aforesaid articles and any other items or material produced or dealt in by the corporation.

To buy, or otherwise acquire, hold, lease, sell, exchange, mortgage, pledge or otherwise dispose of any real estate or real property or personal property, rights, franchises or goodwill necessary to the foregoing; in general to carry on any related or incidental business in connection with the foregoing in all of the State, territories and dependencies of the United States and in foreign countries subject to the provisions of Part 4 of the T.M.C.L.A.

To indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and necessarily incurred by him in connection with the defense of any action, suit, or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, but such indemnification shall not be deemed exclusive of any other rights to which such director, or officer may be entitled, under any by-law, agreement, vote of shareholders, or otherwise.

ARTICLE FOUR

The aggregate number of shares which the corporation shall have authority to issue is 5,000, all of which are $1.00 par value.

ARTICLE FIVE

The corporation will not commence business until it has received for the issuance of its shares consideration of the value of at least One Thousand ($1,000.00) Dollars consisting of money, labor done or property actually received.

ARTICLE SIX

The post-office address of its initial registered office is the Littlefield Building, Austin, Texas 78701, and the name of its initial registered agent at such address is the United States Corporation Company.

ARTICLE SEVEN

The number of directors constituting the initial Board of Directors is three and the names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders or until their successors are elected and qualified are:

Name	Addresses
Mildred Daniels	666 Fifth Avenue New York, N. Y. 10103
Carol Doktorski	666 Fifth Avenue New York, N. Y. 10103
Ellen Stabile	666 Fifth Avenue New York, N. Y. 10103

ARTICLE EIGHT

The name and address of the incorporator is:

Seymour H. Smith 666 Fifth Avenue New York, N. Y. 10103

IN WITNESS WHEREOF, I have hereunto set my hand on the day opposite my signature.

Dated: November 17, 1980.	/S/    SEYMOUR H. SMITH
	SEYMOUR H. SMITH

STATE OF NEW YORK	)
		ss.:
COUNTY OF NEW YORK	)

I, JEANNE A. MIGDON, a Notary Public, do hereby certify that on the 17th day of November, 1980, personally appeared before me SEYMOUR H. SMITH, who, being by me first duly sworn, declared that he is the person who signed the foregoing document as incorporator, and that the statements therein contained are true.

/S/    JEANNE A. MIGDON	[SEAL]
JEANNE A. MIGDON
Notary Public, State of New York
No 31-2682650 Qualified in New York County Commission Expires March 30, 1981

FILED

in the Office of the

Secretary of State of Texas

MAR 21 2002

Corporations Section

ARTICLES OF AMENDMENT

Pursuant to the provisions of the Texas Business Corporation Act, the undersigned corporation hereby amends its Articles of Incorporation, and for that purpose, submits the following statement:

1. The name of the corporation is: Loews Lincoln Plaza Cinemas, Inc.

2. Article Four of the Articles of Incorporation is hereby amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”

3. In accordance with Article 4.14 of the Texas Business Corporation Act, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction under 28 U.S.C. § 157(b)(2)(A); 157(b)(2)(L); and 157(b)(2)(O) over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40550, confirmed and approved on March 1, 2002.

4. The date of adoption of each amendment is: March 21, 2002.

Dated: March 21, 2002

By:	/s/    BRYAN BERNDT
	Bryan Berndt Vice President, signing pursuant to the Bankruptcy Court order and in accordance with Article 4.14 of the Texas Business Corporation Act

EX-3.2.123

Exhibit 3.2.123

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

ARTICLES OF INCORPORATION

OF A VIRGINIA STOCK CORPORATION

The undersigned, pursuant to Chapter _ of T__ 13.1 of the Code of Virginia, state( _ ) as follows:

1. The name of the corporation is:

_________________________ Card Corporation

2. The number (and classes, if any) of shares the corporation is authorized to issue is here):

__________________________________	C________)
1,000	Common Stock, par value $.01 per share
_______________________________	__________________________________

3. A. The name of the corporation’s initial registered agent is

________ Service __________

B. The initial registered agent is (mark appropriate box):

(1)	an ______ who is a resident of Virginia _______
	¨	an ___ director of the corporation.
	¨	a member of the Virginia State ____.
		OR
(2)	x	a domestic or foreign stock or nonstock corporation, limited _________ company or registered limited liability partnership authorized to transact business in Virginia.

4. A. The corporation’s initial registered office address, which is the business office of the initial registered agent, ___

11 South 12th Street, P.O. Box 14_3	Richmond	VA	232 -_
(______________)	(city or _______)		(_______)

B. The registered office is physically located in the x city or ¨ county of Richmond

5. The ______ directors are:

NAME(S)	ADDRESS(ES)
Tr_________	c/o ___________________, Inc.
	711 Fifth Avenue, New York, New York 10022
John J. W________	c/o _________ _________ _______ Inc.
	711 Fifth Avenue, New York, New York 10022
______________	c/o _______ ______ ______ Inc.
	711 Fifth Avenue, New York, New York 10022

6. INCORPORATOR(S):

/s/     Illegible	__________ (sole incorporator)
SIGNATURE(S)	PRINTED __________)

Telephone number (optional):	(___) 521-6231
	See instructions on the ______.

EX-3.2.124

Exhibit 3.2.124

ARTICLES OF AMENDMENT OF

Loews Pentagon City Cinemas, Inc.

The undersigned corporation, pursuant to Title 13.1. Chapter 9. Article 11 of the Code of Virginia, hereby executes the following Articles of Amendment and sets forth:

ONE

The name of the corporation is Loews Pentagon City Cinemas. Inc.

TWO

Article Two of the Articles of Incorporation of this corporation is amended by adding the following sentence:

“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”

THREE

The foregoing amendment was adopted on March 21, 2002.

FOUR

In accordance with Section 13.1-604.1. of the Virginia Stock Corporation Act, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al. case number 01-40534, confirmed and approved on March 1, 2002.

The undersigned Vice President declares that the facts herein stated are true as of March 21, 2002.

Loews Pentagon City Cinemas, Inc.
BY:	/s/    BRYAN BERNDT
	Bryan Berndt Vice President

ARTICLES OF INCORPORATION

OF

LOEWS PENTAGON CITY CINEMAS. INC.

The undersigned, being an individual, does hereby act as incorporator in adopting the following Articles of Incorporation for the purpose of organizing a corporation authorized by law to issue shares, pursuant to the provisions of the Virginia Stock Corporation Act, Chapter 9 of Title 13.1 of the Code of Virginia.

FIRST: The corporation name for the corporation (hereinafter called the “corporation”) is

LOEWS PENTAGON CITY CINEMAS, INC.

SECOND: The number of shares which the corporation is authorized to issue is 500, all of which are of a par value of $1.00 dollars each and are of the same class and are to be Common shares.

THIRD: The post office address with street and number, if any, of the initial registered office of the corporation in the Commonwealth of Virginia is 200 West Grace Street, Richmond, Virginia 23220. The county or city in the Commonwealth of Virginia in which the said registered office of the corporation is located is the City of Richmond.

The name of the initial registered agent of the corporation at the said registered office is Calvin F. Major. The said initial registered agent meets the requirements of Section 13.1-634 of the Virginia Stock Corporation Act, in as much as he is a resident of the Commonwealth of Virginia and a member of the Virginia State Bar.

FOURTH: No holder of any of the shares of any class of the corporation shall be entitled as of right to subscribe for, purchase or otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of any class of securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise acquire shares of any class of the corporation; and any and all of such shares bonds, securities, or obligations of the corporation, whether now or hereafter authorized or created, may be issued, or may be reissued if the same have been reacquired and if their reissue is not prohibited, and any and all of such rights and options may be granted by the Board of Directors to

such individuals and entities, and or such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same, or any thereof, to any said holder.

FIFTH: The purposes for which the corporation is organized, which shall include the transaction of any or all lawful business for which corporations may be incorporated under the provisions of the Virginia Stock Corporation Act, other than the special kinds of business enumerated in Section 13.1-620 of the Virginia Stock Corporation Act, are as follows:

To own, acquire, purchase, erect, equip, lease, operate, manage and conduct motion picture theatres, drive-in theatres, opera houses, public halls and theatres and places of amusement of every kind and description; to produce, manufacture, purchase, sell, lease, hire, exhibit and exploit performances and attractions of various kinds and natures, including moving pictures, vaudeville, dramatic, operatic, musical and dance performances, and intellectual and instructive entertainment; to manufacture, produce, purchase, own, sell, lease, hire, license, distribute, and otherwise dispose and to deal in and with moving picture machines, cameras, machinery, devices, appliances, and articles of all kinds used in photographic and motion picture arts, and plates, slides and films therefor, and materials, supplies, appliances, apparatus, machinery and other articles necessary and convenient for use in connection therewith; to acquire, own and dispose of costumes, scenery, properties, libraries, and other material and property for use in connection with the giving of operatic, dramatic, and motion picture entertainments, and performances of all kinds, to employ and act as agent and manager for singers, musicians, actors, performers of all kinds; to acquire, own and dispose of (including licensing thereof), plays, scenarios, photoplays, news, songs, magazines, motion pictures, and pictures of all kinds, dramatic and musical, and motion picture productions of every kind; to acquire, own, maintain, operate, dispose of and deal with and in studios and other plants and equipment for or in connection with the production of motion pictures and productions of all kinds; to deal in amusement enterprises of every kind and description and generally to carry on the business of motion pictures and theatrical proprietors, managers, producers and caterers for and to public entertainment and amusements, as well as to do all things necessary and incident thereto.

To manufacture, buy, sell and generally deal in popcorn, candy, beverages, sandwiches, and food of all kinds and description, and goods, wares, merchandise, electronic amusement devices, pinball machines and personal property of every kind.

To purchase, lease or otherwise acquire, hold, improve, sell, lease, mortgage and generally deal in lands, buildings and interests herein.

To own, erect, buy, lease, acquire, hold, use or dispose of any and all stores, factories, machinery equipment and supplies of every nature and description necessary, useful or convenient in the manufacturing, producing, processing or marketing of the aforesaid articles and any other items or materials produced or dealt in by the corporation.

To buy, or otherwise acquire, hold, lease, sell, exchange, mortgage, pledge or otherwise dispose of any real estate or real property or personal property, rights, franchises or goodwill necessary to the foregoing; in general to carry on any related or incidental business in connection with the foregoing in all of the State, territories and dependencies of the United States and in foreign countries subject to the provisions of Part 4 of the T.M.C.L.A.

To indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and necessarily incurred by him in connection with the defense or any action, suit or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, but such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any by-law, agreement, vote of shareholders, or otherwise.

To have in furtherance of the general powers granted to corporations organized under the Virginia Stock Corporation Act whether granted by specific statutory authority or by construction of law.

-3-

SIXTH: The name and the address of each of the individuals who are to serve as the initial directors of the corporation are:

NAME	ADDRESS
Bernard Myerson	400 Plaza Drive
	Secaucus, N. J. 07094
Seymour H. Smith	400 Plaza Drive
	Secaucus, N. J. 07094

SEVENTH: Regarding the management of the business and the regulation of the affairs of the corporation, and for defining, limiting, and regulating the powers of the corporation, its directors, and shareholders, it is further provided:

1. Whenever any provision of the Virginia Stock Corporation Act shall otherwise require for the approval of any specified corporate action the authorization of more than two-thirds of the votes entitled to be cast by any voting group, any such corporate action shall be approved by the authorization of at least a majority of the votes entitled to be cast by said voting group. The term “voting group” as used herein shall have the meaning ascribed to it by Section 13.1-603 of the Virginia Stock Corporation Act.

2. The corporation shall, to the fullest extent permitted by the provisions of the Virginia Stock Corporation Act, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said provisions from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said provisions, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under by By-law, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officers, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

-4-

EIGHTH: The duration of the corporation shall be perpetual.

Signed on September 19, 1988

/s/    BARBARA R. CORBETT        

Barbara R. Corbett

Incorporator

EX-3.2.125

Exhibit 3.2.125

STATE of DELAWARE

CERTIFICATE OF INCORPORATION

OF

LCE ACQUISITIONSUB, INC.

1. Name. The name of this corporation is LCE AcquisitionSub, Inc.

2. Registered Office. The registered office of this corporation in the State of Delaware is located at 2711 Centerville Road, Suite 400, in the City of Wilmington 19808, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

3. Purpose. The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

4. Stock. The total number of shares of stock that this corporation shall have authority to issue is 3,000 shares of Common Stock, $0.01 par value per share. Each share of Common Stock shall be entitled to one vote.

5. Incorporator. The name and mailing address of the incorporator is: Ben Hochberg, Bain Capital LLC, 111 Huntington Avenue, Boston, Massachusetts 02199.

6. Change in Number of Shares Authorized. Except as otherwise provided in the provisions establishing a class of stock, the number of authorized shares of any class or series of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the corporation entitled to vote irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware.

7. Election of Directors. The election of directors need not be by written ballot unless the by-laws shall so require.

8. Authority of Directors. In furtherance and not in limitation of the power conferred upon the board of directors by law, the board of directors shall have power to make, adopt, alter, amend and repeal from time to time by-laws of this corporation, subject to the right of the stockholders entitled to vote with respect thereto to alter and repeal by-laws made by the board of directors.

9. Liability of Directors. A director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director,

except to the extent that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of this paragraph 9 shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

10. Indemnification. This corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and upon request advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was or has agreed to be a director or officer of this corporation or while a director or officer is or was serving at the request of this corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorney’s fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred (and not otherwise recovered) in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided, however, that the foregoing shall not require this corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any by-law, agreement, vote of directors or stockholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person. Any person seeking indemnification under this paragraph 10 shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal or modification of the foregoing provisions of this paragraph 10 shall not adversely affect any right or protection of a director or officer of this corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.

11. Records. The books of this corporation may (subject to any statutory requirements) be kept outside the State of Delaware as may be designated by the board of directors or in the by-laws of this corporation.

12. Meeting of Stockholders of Certain Classes. If at any time this corporation shall have a class of stock registered pursuant to the provisions of the Securities Exchange Act of 1934, for so long as such class is so registered, any action by the stockholders of such class must be taken at an annual or special meeting of stockholders and may not be taken by written consent.

THE UNDERSIGNED, the sole incorporator named above, hereby certifies that the facts stated above are true as of this 23rd day of July.

/s/    BEN HOCHBERG        

Ben Hochberg

Sole Incorporator

-2-

EX-3.3

Exhibit 3.3

BY-LAWS

of

LCEC CORP.

(A Delaware Corporation)

ARTICLE I

DEFINITIONS

As used in these By-laws, unless the context otherwise requires, the term:

1.1 “Assistant Secretary” means an Assistant Secretary of the Corporation.

1.2 “Assistant Treasurer” means an Assistant Treasurer of the Corporation.

1.3 “Board” means the Board of Directors of the Corporation.

1.4 “By-laws” means the initial by-laws of the Corporation, as amended from time to time.

1.5 “Certificate of Incorporation” means the initial certificate of incorporation of the Corporation, as amended, supplemented or restated from time to time.

1.6 “Chairman” means the Chairman of the Board of Directors of the Corporation.

1.7 “Corporation” means LCEC Corp.

1.8 “Directors” means directors of the Corporation.

1.9 “Entire Board” means all directors of the Corporation in office, whether or not present at a meeting of the Board, but disregarding vacancies.

1.10 “General Corporation Law” means the General Corporation Law of the State of Delaware, as amended from time to time.

1.11 “Office of the Corporation” means the executive office of the Corporation, anything in Section 131 of the General Corporation Law to the contrary notwithstanding.

1.12 “President” means the President of the Corporation.

1.13 “Secretary” means the Secretary of the Corporation.

1.14 “Stockholders” means the stockholders of the Corporation.

1.15 “Treasurer” means the Treasurer of the Corporation.

1.16 “Vice President” means a Vice President of the Corporation.

ARTICLE II

STOCKHOLDERS

2.1 Place of Meetings. Every meeting of stockholders shall be held at the office of the Corporation or at such other place within or without the State of Delaware as shall be specified or fixed in the notice of such meeting or in the waiver of notice thereof.

2.2 Annual Meeting. A meeting of stockholders shall be held annually for the election of Directors and the transaction of other business at such hour and on such business day in September or October or as may be determined by the Board and designated in the notice of meeting.

2.3 Deferred Meeting for Election of Directors, Etc. If the annual meeting of stockholders for the election of Directors and the transaction of other business is not held within the months specified in Section 2.2 hereof, the Board shall call a meeting of stockholders for the election of Directors and the transaction of other business as soon thereafter as convenient.

2.4 Other Special Meetings. A special meeting of stockholders (other than a special meeting for the election of Directors), unless otherwise prescribed by statute, may be called at any time by the Board or by the President or by the Secretary. At any special meeting of stockholders, only such business may be transacted as is related to the purpose or purposes of such meeting set forth in the notice thereof given pursuant to Section 2.6 hereof or in any waiver of notice thereof given pursuant to Section 2.7 hereof.

2.5 Fixing Record Date. For the purpose of (a) determining the Stockholders entitled (i) to notice of or to vote at any meeting of Stockholders or any adjournment thereof, (ii) unless otherwise provided in the Certificate of Incorporation to express consent to corporate action in writing without a meeting or (iii) to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock; or (b) any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date was adopted by the Board and which record date shall not be (x) in the case of clause (a)(i) above, more than sixty nor less than ten days before the date of such meeting, (y) in the case of clause (a)(ii) above, more than 10 days after the date upon which the resolution fixing the record date was adopted by the Board and (z) in the case of clause (a)(iii) or (b) above, more than sixty days prior to such action. If no such record date is fixed:

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2.5.1 the record date for determining Stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held;

2.5.2 the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting (unless otherwise provided in the Certificate of Incorporation), when no prior action by the Board is required under the General Corporation Law, shall be the first day on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded; and when prior action by the Board is required under the General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board adopts the resolution taking such prior action; and

2.5.3 the record date for determining stockholders for any purpose other than those specified in Sections 2.5.1 and 2.5.2 shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

When a determination of Stockholders entitled to notice of or to vote at any meeting of Stockholders has been made as provided in this Section 2.5, such determination shall apply to any adjournment thereof unless the Board fixes a new record date for the adjourned meeting. Delivery made to the Corporation’s registered office in accordance with Section 2.5.2 shall be by hand or by certified or registered mail, return receipt requested.

2.6 Notice of Meetings of Stockholders. Except as otherwise provided in Sections 2.5 and 2.7 hereof, whenever under the provisions of any statute, the Certificate of Incorporation or these By-laws, Stockholders are required or permitted to take any action at a meeting, written notice shall be given stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by any statute, the Certificate of Incorporation or these By-laws, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten nor more than sixty days before the date of the meeting, to each Stockholder entitled to notice of or to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, with postage prepaid, directed to the Stockholder at his or her address as it appears on the records of the Corporation. An affidavit of the Secretary or an assistant Secretary or of the transfer agent of the Corporation that the notice required by this Section 2.6 has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted at the meeting as originally called. If, however, the adjournment is for more than

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thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Stockholder of record entitled to vote at the meeting.

2.7 Waivers of Notice. Whenever the giving of any notice is required by statute, the Certificate of Incorporation or these By-laws, a waiver thereof, in writing, signed by the Stockholder or Stockholders entitled to said notice, whether before or after the event as to which such notice is required, shall be deemed equivalent to notice. Attendance by a Stockholder at a meeting shall constitute a waiver of notice of such meeting except when the Stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting has not been lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Stockholders need be specified in any written waiver of notice unless so required by statute, the Certificate of Incorporation or these By-laws.

2.8 List of Stockholders. The Secretary shall prepare and make, or cause to be prepared and made, at least ten days before every meeting of Stockholders, a complete list of the Stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each Stockholder and the number of shares registered in the name of each Stockholder. Such list shall be open to the examination of any Stockholder, the Stockholder’s agent, or attorney, at the Stockholder’s expense, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any Stockholder who is present. The Corporation shall maintain the Stockholder list in written form or in another form capable of conversion into written form within a reasonable time. Upon the willful neglect or refusal of the Directors to produce such a list at any meeting for the election of Directors, they shall be ineligible for election to any office at such meeting. The stock ledger shall be the only evidence as to who are the Stockholders entitled to examine the stock ledger, the list of Stockholders or the books of the Corporation, or to vote in person or by proxy at any meeting of Stockholders.

2.9 Quorum of Stockholders; Adjournment. Except as otherwise provided by any statute, the Certificate of Incorporation or these By-laws, the holders of a majority of all outstanding shares of stock entitled to vote at any meeting of Stockholders, present in person or represented by proxy, shall constitute a quorum for the transaction of any business at such meeting. When a quorum is once present to organize a meeting of Stockholders, it is not broken by the subsequent withdrawal of any Stockholders. The holders of a majority of the shares of stock present in person or represented by proxy at any meeting of Stockholders, including an adjourned meeting, whether or not a quorum is present, may adjourn such meeting to another time and place. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

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2.10 Voting; Proxies. Unless otherwise provided in the Certificate of Incorporation, every Stockholder of record shall be entitled at every meeting of Stockholders to one vote for each share of capital stock standing in his or her name on the record of Stockholders determined in accordance with Section 2.5 hereof. If the Certificate of Incorporation provides for more or less than one vote for any share on any matter, each reference in the By-laws or the General Corporation Law to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock. The provisions of Sections 212 and 217 of the General Corporation Law shall apply in determining whether any shares of capital stock may be voted and the persons, if any, entitled to vote such shares; but the Corporation shall be protected in assuming that the persons in whose names shares of capital stock stand on the stock ledger of the Corporation are entitled to vote such shares. Holders of redeemable shares of stock are not entitled to vote after the notice of redemption is mailed to such holders and a sum sufficient to redeem the stocks has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares of stock. At any meeting of Stockholders (at which a quorum was present to organize the meeting), all matters, except as otherwise provided by statute or by the Certificate of Incorporation or by these By-laws, shall be decided by a majority of the votes cast at such meeting by the holders of shares present in person or represented by proxy and entitled to vote thereon, whether or not a quorum is present when the vote is taken. All elections of Directors shall be by written ballot unless otherwise provided in the Certificate of Incorporation. In voting on any other question on which a vote by ballot is required by law or is demanded by any Stockholder entitled to vote, the voting shall be by ballot. Each ballot shall be signed by the Stockholder voting or the Stockholder’s proxy and shall state the number of shares voted. On all other questions, the voting may be viva voce. Each Stockholder entitled to vote at a meeting of Stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such Stockholder by proxy. The validity and enforceability of any proxy shall be determined in accordance with Section 212 of the General Corporation Law. A Stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary.

2.11 Voting Procedures and Inspectors of Election at Meetings of Stockholders. The Board, in advance of any meeting of Stockholders, may appoint one or more inspectors to act at the meeting and make a written report thereof. The Board may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed or is able to act at a meeting, the person presiding at the meeting may appoint, and on the request of any Stockholder entitled to vote thereat shall appoint, one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall (a) ascertain the number of shares outstanding and the voting power of each, (b) determine the shares represented at the meeting and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (e) certify their determination of the number of shares represented at the meeting and their count of all votes and

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ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties. Unless otherwise provided by the Board, the date and time of the opening and the closing of the polls for each matter upon which the Stockholders will vote at a meeting shall be determined by the person presiding at the meeting and shall be announced at the meeting. No ballot, proxies or votes, or any revocation thereof or change thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery of the State of Delaware upon application by a Stockholder shall determine otherwise.

2.12 Organization. At each meeting of Stockholders, the President, or in the absence of the President, the Chairman, or if there is no Chairman or if there be one and the Chairman is absent, a Vice President, and in case more than one Vice President shall be present, that Vice President designated by the Board (or in the absence of any such designation, the most senior Vice President, based on age, present), shall act as chairman of the meeting. The Secretary, or in his or her absence, one of the Assistant Secretaries, shall act as secretary of the meeting. In case none of the officers above designated to act as chairman or secretary of the meeting, respectively, shall be present, a chairman or a secretary of the meeting, as the case may be, shall be chosen by a majority of the votes cast at such meeting by the holders of shares of capital stock present in person or represented by proxy and entitled to vote at the meeting.

2.13 Order of Business. The order of business at all meetings of Stockholders shall be as determined by the chairman of the meeting, but the order of business to be followed at any meeting at which a quorum is present may be changed by a majority of the votes cast at such meeting by the holders of shares of capital stock present in person or represented by proxy and entitled to vote at the meeting.

2.14 Written Consent of Stockholders Without a Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required by the General Corporation Law to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested) to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this Section 2.14, written consents signed by a sufficient number of holders to take action are delivered to the Corporation as aforesaid. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those Stockholders who have not consented in writing.

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ARTICLE III

Directors

3.1 General Powers. Except as otherwise provided in the Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board. The Board may adopt such rules and regulations, not inconsistent with the Certificate of Incorporation or these By-laws or applicable laws, as it may deem proper for the conduct of its meetings and the management of the Corporation. In addition to the powers expressly conferred by these By-laws, the Board may exercise all powers and perform all acts that are not required, by these By-laws or the Certificate or Incorporation or by statute, to be exercised and performed by the Stockholders.

3.2 Number; Qualification; Term of Office. The Board shall consist of one or more members. The number of Directors shall be fixed initially by the incorporator and may thereafter be changed from time to time by action of the stockholders or by action of the Board. Directors need not be stockholders. Each Director shall hold office until a successor is elected and qualified or until the Director’s death, resignation or removal.

3.3 Election. Directors shall, except as otherwise required by statute or by the Certificate of Incorporation, be elected by a plurality of the votes cast at a meeting of stockholders by the holders of shares entitled to vote in the election.

3.4 Newly Created Directorships and Vacancies. Unless otherwise provided in the Certificate of Incorporation, newly created Directorships resulting from an increase in the number of Directors and vacancies occurring in the Board for any other reason, including the removal of Directors without cause, may be filled by the affirmative votes of a majority of the entire Board, although less than a quorum, or by a sole remaining Director, or may be elected by a plurality of the votes cast by the holders of shares of capital stock entitled to vote in the election at a special meeting of stockholders called for that purpose. A Director elected to fill a vacancy shall be elected to hold office until a successor is elected and qualified, or until the Director’s earlier death, resignation or removal.

3.5 Resignation. Any Director may resign at any time by written notice to the Corporation. Such resignation shall take effect at the time therein specified, and, unless otherwise specified in such resignation, the acceptance of such resignation shall not be necessary to make it effective.

3.6 Removal. Subject to the provisions of Section 141(k) of the General Corporation Law, any or all of the Directors may be removed with or without cause by vote of the holders of a majority of the shares then entitled to vote at an election of Directors.

3.7 Compensation. Each Director, in consideration of his or her service as such, shall be entitled to receive from the Corporation such amount per annum or such fees for attendance at

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Directors’ meeting, or both, as the Board may from time to time determine, together with reimbursement for the reasonable out-of-pocket expenses, if any, incurred by such Director in connection with the performance of his or her duties. Each Director who shall serve as a member of any committee of Directors in consideration of serving as such shall be entitled to such additional amount per annum or such fees for attendance at committee meetings, or both, as the Board may from time to time determine, together with reimbursement for the reasonable out-of-pocket expenses, if any, incurred by such Director in the performance of his or her duties. Nothing contained in this Section 3.7 shall preclude any Director from serving the Corporation or its subsidiaries in any other capacity and receiving proper compensation therefor.

3.8 Times and Places of Meetings. The Board may hold meeting, both regular and special, either within or without the State of Delaware. The times and places for holding meetings of the Board may be fixed from time to time by resolution of the Board or (unless contrary to a resolution of the Board) in the notice of the meeting.

3.9 Annual Meetings. On the day when and at the place where the annual meeting of stockholders for the election of Directors is held, and as soon as practicable thereafter, the Board may hold its annual meeting, without notice of such meeting, for the purposes of organization, the election of officers and the transaction of other business. The annual meeting of the Board may be held at any other time and place specified in a notice given as provided in Section 3.11 hereof for special meetings of the Board or in a waiver of notice thereof.

3.10 Regular meetings. Regular meetings of the Board may be held without notice at such times and at such places as shall from to time to time be determined by the Board.

3.11 Special Meetings. Special meetings of the Board may be called by the Chairman, the President or the Secretary or by any Director then serving on at least one day’s notice to each Director given by one of the means specified in Section 3.14 hereof other than by mail, or on at least three days’ notice if given by mail.

3.12 Telephone Meetings. Directors or members of any committee designated by the Board may participate in a meeting of the Board or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.12 shall constitute presence in person at such meeting.

3.13 Adjourned Meetings. A majority of the Directors present at any meeting of the Board, including an adjourned meeting, whether or not a quorum is present, may adjourn such meeting to another time and place. At least one day’s notice of any adjourned meeting of the Board shall be given to each Director whether or not present at the time of the adjournment, if such notice shall be given by one of the means specified in Section 3.14 hereof other than by mail, or at least three days’ notice if by mail. Any business may be transacted at an adjourned meeting that might have been transacted at the meeting as originally called.

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3.14 Notice Procedure. Subject to Section 3.11 and 3.17 hereof, whenever, under the provisions of any statute, the Certificate of Incorporation or these By-laws, notice is required to be given to any Director, such notice shall be deemed given effectively if given in person or by telephone, by mail addressed to such Director at such Director’s address as it appears on the records of the Corporation, with postage thereon prepaid, or by telegram, telex, telecopy or similar means addressed as aforesaid.

3.15 Waiver of Notice. Whenever the giving of any notice is required by statute, the Certificate of Incorporation or these By-laws, a waiver thereof, in writing, signed by the person or persons entitled to said notice, whether before or after the event as to which such notice is required, shall be deemed equivalent to notice. Attendance by a person at a meeting shall constitute a waiver of notice of such meeting except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting has not been lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Directors or a committee of Directors need be specified in any written waiver of notice unless so required by statue, the Certificate of Incorporation or these by-laws.

3.16 Organization. At each meeting of the Board, the Chairman, or in the absence of the Chairman, the President, or in the absence of the President, a chairman chosen by a majority of the Directors present, shall preside. The Secretary shall act as secretary at each meeting of the Board. In case the Secretary shall be absent from any meeting of the Board, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all Assistant Secretaries, the person presiding at the meeting may appoint any person to act as secretary of the meeting.

3.17 Quorum of Directors. The presence in person of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board, but a majority of a smaller number may adjourn any such meeting to a later date.

3.18 Action by Majority Vote. Except as otherwise expressly required by statute, the Certificate of Incorporation or these By-laws, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.

3.19 Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these By-laws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all Directors or members of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

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ARTICLE IV

COMMITTEES OF THE BOARD

The Board may, by resolution passed by a vote of a majority of the entire Board, designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board passed as aforesaid, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be impressed on all papers that may require it, but no such committee shall have the power or authority of the Board in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation under Section 251 or Section 252 of the General Corporation Law, recommending to the stockholders (a) the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, or (b) a dissolution of the Corporation or a revocation of a dissolution, or amending the By-laws of the Corporation; and, unless the resolution designating it expressly so provides, no such committee shall have the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law. Unless otherwise specified in the resolution of the Board designating a committee, at all meetings of such committed a majority of the total number of members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article 3 of these By-laws.

ARTICLE V

OFFICERS

5.1 Positions. The officers of the Corporation shall be a President, a Secretary, a Treasurer and such other officers as the Board may appoint, including a Chairman, one or more Vice Presidents and one or more Assistant Secretaries and Assistant Treasurers, who shall exercise such powers and perform such duties as shall be determined from time to time by the Board. The Board may designate one or more Vice Presidents and Executive Vice Presidents and may use descriptive words or phrases to designate the standing, seniority or areas of special competence of the Vice Presidents elected or appointed by it. Any number of offices may be held by the same person unless the Certificate of Incorporation or these By-laws otherwise provides.

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5.2 Appointment. The officers of the Corporation shall be chosen by the Board at its annual meeting or at such other time or times as the Board shall determine.

5.3 Compensation. The compensation of all officers of the Corporation shall be fixed by the Board. No officer shall be prevented from receiving a salary or other compensation by reason of the fact that the officer is also a Director.

5.4 Term of Office. Each officer of the Corporation shall hold office for the term for which he or she is elected and until such officer’s successor is chosen and qualifies or until such officer’s earlier death, resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Such resignation shall take effect at the date of receipt of such notice or at such later time as is therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. The resignation of an officer shall be without prejudice to the contract rights of the Corporation, if any. Any officer elected or appointed by the Board may be removed at any time, with or without cause by vote of a majority of the entire Board. Any vacancy occurring in any office of the Corporation shall be filled by the Board. The removal of an officer without cause shall be without prejudice to the officer’s contract rights, if any. The election or appointment of an officer shall not of itself create contract rights.

5.5 Fidelity Bonds. The Corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.

5.6 Chairman. The Chairman, if one shall have been appointed, shall preside at all meetings of the Board and shall exercise such powers and perform such other duties as shall be determined from time to time by the Board.

5.7 President. The President shall be Chief Executive Officer of the Corporation and shall have general supervision over the business of the Corporation, subject, however, to the control of the Board and of any duly authorized committee of Directors. The President shall preside at all meetings of the Stockholders and at all meetings of the Board at which the Chairman (if there be one) is not present. The President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments except in cases in which the signing and execution thereof shall be expressly delegated by the Board or by these By-laws to some other officer or agent of the Corporation or shall be required by statute otherwise to be signed or executed and, in general, the President shall perform all duties incident to the office of President of a corporation and such other duties as may from time to time be assigned to the President by the Board.

5.8 Vice Presidents. At the request of the President, or, in the President’s absence, at the request of the Board, the Vice Presidents shall (in such order as may be designated by the Board, or, in the absence of any such designation, in order of seniority based on age) perform all of the duties of the President and, in so performing, shall have all the powers of, and be subject to all restrictions upon, the President. Any Vice President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments, except in cases in which the signing and execution

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thereof shall be expressly delegated by the Board or by these By-laws to some other officer or agent of the Corporation, or shall be required by statute otherwise to be signed or executed, and each Vice President shall perform such other duties as from time to time may be assigned to such Vice President by the Board or by the President.

5.9 Secretary. The Secretary shall attend all meetings of the Board and of the Stockholders and shall record all the proceedings of the meetings of the Board and of the stockholders in a book to be kept for that purpose, and shall perform like duties for committees of the Board, when required. The Secretary shall give, or cause to be given, notice of all special meetings of the Board and of the stockholders and shall perform such other duties as my be prescribed by the Board or by the President, under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the Corporation, and the Secretary, or an Assistant Secretary, shall have authority to impress the same on any instrument requiring it, and when so impressed the seal may be attested by the signature of the Secretary or by the signature of such Assistant Secretary. The Board may give general authority to any other officer to impress the seal of the Corporation and to attest the same by such officer’s signature. The Secretary or an Assistant Secretary may also attest all instruments signed by the President or any Vice President. The Secretary shall have charge of all the books, records and papers of the Corporation relating to its organization and management, shall see that the reports, statements and other documents required by statute are properly kept and filed and, in general, shall perform all duties incident to the office of Secretary of a corporation and such other duties as may from time to time be assigned to the Secretary by the Board or by the President.

5.10 Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds, securities and notes of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any sources whatsoever; deposit all such moneys and valuable effects in the name and to the credit of the Corporation in such depositaries as may be designated by the Board; against proper vouchers, cause such funds to be disbursed by checks or drafts on the authorized depositaries of the Corporation signed in such manner as shall be determined by the Board and be responsible for the accuracy of the amounts of all moneys so disbursed; regularly enter or cause to be entered in books or other records maintained for the purpose full and adequate account of all moneys received or paid for the account of the Corporation; have the right to require from time to reports or statements giving such information as the Treasurer may desire with respect to any and all financial transactions of the Corporation from the officers or agents transacting the same; render to the President or the Board, whenever the President or the Board shall require the Treasurer so to do, an account of the financial condition of the Corporation and of all financial transactions of the Corporation; exhibit at all reasonable times the records and books of account to any of the Directors upon application at the office of the Corporation where such records and books are kept; disburse the funds of the Corporation as ordered by the Board; and, in general, perform all duties incident to the office of Treasurer of a corporation and such other duties as may from time to time be assigned to the Treasurer by the Board or the President.

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5.11 Assistant Secretaries and Assistant Treasurers. Assistant Secretaries and Assistant Treasurers shall perform such duties as shall be assigned to them by the Secretary or by the Treasurer, respectively, or by the Board or by the President.

ARTICLE VI

CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

6.1 Execution of Contracts. The Board, except as otherwise provided in these By-laws, may prospectively or retroactively authorize any officer or officers, employee or employees or agent or agents, in the name and on behalf of the Corporation, to enter into any contract or execute and deliver any instrument, and any such authority may be general or confined to specific instances, or otherwise limited.

6.2 Loans. The Board may prospectively or retroactively authorize the President or any other officer, employee or agent of the Corporation to effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual, and for such loans and advances the person so authorized may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, and, when authorized by the Board so to do, may pledge and hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances. Such authority conferred by the Board may be general or confined to specific instances, or otherwise limited.

6.3 Checks, Drafts, Etc. All checks, drafts and other orders for the payment of money out of the funds of the Corporation and all evidences of indebtedness of the Corporation shall be singed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board.

6.4 Deposits. The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation with such banks, trust companies, investment banking firms, financial institutions or other depositaries as the Board may select or as may be selected by an officer, employee or agent of the Corporation to whom such power to select may from time to time be delegated by the Board.

ARTICLE VII

STOCK AND DIVIDENDS

7.1 Certificates Representing Shares. The shares of capital stock of the Corporation shall be represented by certificates in such form (consistent with the provisions of Section 158 of the General Corporation Law) as shall be approved by the Board. Such certificates shall be signed by the Chairman, the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and may be impressed with the seal of the Corporation or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles, if the

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certificate is countersigned by a transfer agent or registrar other than the Corporation itself or its employee. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon any certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may, unless otherwise ordered by the Board, be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

7.2 Transfer of Shares. Transfer of shares of capital stock of the Corporation shall be made only on the books of the Corporation by the holder thereof or by the holder’s duly authorized attorney appointed by a power of attorney duly executed and filed with the Secretary or a transfer agent of the Corporation, and on surrender of the certificate or certificates representing such shares of capital stock properly endorsed for transfer and upon payment of all necessary transfer taxes. Every certificate exchanged, returned or surrendered to the Corporation shall be marked “Canceled,” with the date of cancellation, by the Secretary or an Assistant Secretary or the transfer agent of the Corporation. A person in whose name shares of capital stock shall stand on the books of the Corporation shall be deemed the owner thereof to receive dividends, to vote as such owners and for all other purposes as respects the Corporation. No transfer of shares of capital stock shall be valid as against the Corporation, its stockholders and creditors for any purpose, except to render the transferee liable for the debts of the Corporation to the extent provided by law, until such transfer shall have been entered on the books of the Corporation by an entry showing from and to whom transferred.

7.3 Transfer and Registry Agents. The Corporation may from time to time maintain one or more transfer offices or agents and registry offices or agents at such place or places as may be determined form time to time by the Board.

7.4 Lost, Destroyed, Stolen and Mutilated Certificates. The holder of any shares of capital stock of the Corporation shall immediately notify the Corporation of any loss, destruction, theft or mutilation of the certificate representing such shares, and the Corporation may issue a new certificate to replace the certificate alleged to have been lost, destroyed, stolen or mutilated. The Board may, in its discretion, as a condition to the issue of any such new certificate, require the owner of the lost, destroyed, stolen or mutilated certificate, or his or her legal representatives, to make proof satisfactory to the Board of such loss, destruction, theft or mutilation and to advertise such fact in such manner as the Board may require, and to give the Corporation and its transfer agents and registrars, or such of them as the Board may require, a bond in such form, in such sums and with such surety or sureties and the Board my direct, to indemnify the Corporation and its transfer agents and registrars against any claim that my be made against any of them on account of the continued existence of any such certificate so alleged to have been lost, destroyed, stolen or mutilated and against any expense in connection with such claims.

7.5 Rules and Regulations. The Board may make such rules and regulations as it may deem expedient, not inconsistent with these By-laws or with the Certificate of Incorporation, concerning the issue, transfer and registration of certificates representing shares of its capital stock.

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7.6 Restriction on Transfer of Stock. A written restriction on the transfer or registration of transfer of capital stock of the Corporation, if permitted by Section 202 of the General Corporation Law and noted conspicuously on the certificate representing such capital stock, may be enforced against the holder of the restricted capital stock or any successor or transferee of the holder, including an executor, administrator, trustee, guardian or other fiduciary entrusted with like responsibility for the person or estate of the holder. Unless note conspicuously on the certificate representing such capital stock, a restriction, even though permitted by Section 202 of the General Corporation Law, shall be ineffective except against a person with actual knowledge of the restriction. A restriction on the transfer or registration of transfer of capital stock of the Corporation may be imposed either by the Certificate of Incorporation or by an agreement among any number of stockholders or among such stockholders and the Corporation. No restriction so imposed shall be binding with respect to capital stock issued prior to the adoption of the restriction unless the holder of such capital stock are parties to an agreement or voted in favor of the restriction.

7.7 Dividends, Surplus, Etc. Subject to the provisions of the Certificate of Incorporation and of law, the Board:

7.7.1 may declare and pay dividends or make other distributions on the outstanding shares of capital stock in such amounts and at such time or times as it, in its discretion, shall deem advisable giving due consideration to the condition of the affairs of the Corporation;

7.7.2 may use and apply, in its discretion, any of the surplus of the Corporation in purchasing or acquiring any shares of capital stock of the Corporation, or purchase warrants therefor, in accordance with law, or any of its bonds, debentures, notes, scrip or other securities or evidences of indebtedness; and

7.7.3 may set aside from time to time out of such surplus or net profits such sum or sums as, in its discretion, it may thing proper, as a reserve fund to meet contingencies, or for equalizing dividends or for the purpose of maintaining or increasing the property or business of the Corporation, or for any purpose it may think conducive to the best interests of the Corporation.

ARTICLE VIII

BOOKS AND RECORDS

8.1 Books and Records. There shall be kept at the principal office of the Corporation correct and complete records and books of account recording the financial transactions of the Corporation and minutes of the proceedings of the stockholders, the Board and any committee of the Board. The Corporation shall keep at its principal office, or at the office of the transfer agent or registrar of the Corporation, a record containing the names and addresses of all stockholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof.

8.2 Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or

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be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible written form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

8.3 Inspection of Books and Records. Except as otherwise provided by law, the Board shall determine from time to time whether, and, if allowed, when and under what conditions and regulations, the accounts, books, minutes and other records of the Corporation, or any of them, shall be open to the stockholders for inspection.

ARTICLE IX

INDEMNIFICATION

9.1 Indemnity Undertaking. To the extent not prohibited by law, the Corporation shall indemnify any person who is or was made, or threatened to be made, a party to any threatened, pending or completed action, suit or proceeding (a “Proceeding”), whether civil, criminal, administrative or investigative, including, without limitation, an action by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that such person, or a person of whom such person is the legal representative, is or was a Director or officer of the Corporation, or, at the request of the Corporation, is or was serving as a director or officer of any other corporation or in a capacity with comparable authority or responsibilities for any partnership, joint venture, trust, employee benefit plan or other enterprise (an “Other Entity”), against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including attorneys’ fees, disbursements and other charges). Persons who are not directors or officers of the Corporation (or otherwise entitled to indemnification pursuant to the preceding sentence) may be similarly indemnified in respect of service to the Corporation or to an Other Entity at the request of the Corporation to the extent the Board at any time specifies that such persons are entitled to the benefits of this Article 9.

9.2 Advancement of Expenses. The Corporation shall, from time to time, reimburse or advance to any Director or officer or other person entitled to indemnification hereunder the funds necessary for payment of expenses, including attorneys’ fees and disbursements, incurred in connection with any Proceeding, in advance of the final disposition of such Proceeding; provided, however, that, if required by the General Corporation Law, such expenses incurred by or on behalf of any Director or office or other person may be paid in advance of the final disposition of a Proceeding only upon receipt by the Corporation of an undertaking, by or on behalf of such Director or officer (or other person indemnified hereunder), to repay any such amount so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal that such Director, officer or other person is not entitled to be indemnified for such expenses.

9.3 Rights Not Exclusive. The rights to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Article 9 shall not be deemed exclusive any other rights to which a person seeking indemnification or reimbursement or

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advancement of expenses may have or hereafter be entitled under any statute, the Certificate or Incorporation, these By-laws, any agreement, any vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

9.4 Continuation of Benefits. The rights to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Article 9 shall continue as to a person who has ceased to be a Director or officer (or other person indemnified thereunder) and shall inure to the benefit of the executors, administrators, legatees and distributees of such person.

9.5 Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of an Other Entity, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article 9, the Certificate of Incorporation or under Section 145 of the General Corporation Law of any other provision of law.

9.6 Binding Effect. The provisions of this Article 9 shall be a contract between the Corporation, on the one hand, and each Director and officer who serves in such capacity at any time while this Article 9 is in effect and any other person entitled to indemnification hereunder, on the other hand, pursuant to which the Corporation and each such Director, officer or other person intend to be, and shall be legally bound. No repeal or modification of this Article 9 shall affect any rights or obligations with respect to any statement of facts then or theretofore existing or thereafter arising or any proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such statement of facts.

9.7 Procedural Rights. The rights to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Article 9 shall be enforceable by any person entitled to such indemnification or reimbursement or advancement of expenses in any court of competent jurisdiction. The burden of proving that such indemnification or reimbursement or advancement of expenses is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, its independent legal counsel and its stockholders) to have made a determination prior to the commencement of such action that such indemnification or reimbursement or advancement of expenses is proper in the circumstances nor an actual determination by the Corporation (including its Board of Directors, its independent legal counsel and its stockholders) that such person is not entitled to such indemnification or reimbursement or advancement of expenses shall constitute a defense to the action or create a presumption that such person is not so entitled. Such a person shall also be indemnified for any expenses incurred in connection with successfully establishing his or her right to such indemnification or reimbursement or advancement of expenses, in whole or in part, in any such Proceeding.

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9.8 Service Deemed at Corporation’s Request. Any Director or officer of the Corporation serving in any capacity (a) another corporation of which a majority of the shares entitled to vote in the election of its directors is held, directly or indirectly, by the Corporation or (b) any employee benefit plan of the Corporation or any corporation referred to in clause (a) shall be deemed to be doing so at the request of the Corporation.

9.9 Election of Applicable Law. Any person entitled to be indemnified or to reimbursement or advancement of expenses as a matter of right pursuant to this Article 9 may elected to have the right to indemnification or reimbursement or advancement of expenses interpreted on the basis of the applicable law in effect at the time of the occurrence of the event or events giving rise to the applicable Proceeding, to the extent permitted by law, or on the basis of the applicable law in effect at the time such indemnification or reimbursement or advancement of expenses is sought. Such election shall be made, by a notice in writing to the Corporation, at the time indemnification or reimbursement or advancement of expenses is sought; provided, however, that if no such notice is given, the right to indemnification or reimbursement or advancement of expenses shall be determined by the law in effect at the time indemnification or reimbursement or advancement of expenses is sought.

ARTICLE X

SEAL

The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

ARTICLE XI

FISCAL YEAR

The fiscal year of the Corporation shall be fixed, and may be changed, by resolution of the Board.

ARTICLE XII

PROXIES AND CONSENTS

Unless otherwise directed by the Board, the Chairman, the President, any Vice President, the Secretary or the Treasurer, or any one of them, may execute and deliver on behalf of the Corporation proxies respecting any and all shares or other ownership interests of any Other Entity owned by the Corporation appointing such person or persons as the officer executing the same shall deem proper to represent and vote the shares or other ownership interests so owned at any and all meetings of holders of shares or other ownership interests, whether general or special, and/or to execute and deliver consents respecting such shares or other ownership interests; or any of the aforesaid officers

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may attend any meeting of the holders of shares or other ownership interests of such Other Entity and thereat vote or exercise any or all other powers of the Corporation as the holder of such shares or other ownership interests.

ARTICLE XIII

AMENDMENTS

These By-laws may be amended or repealed and new By-laws may be adopted by a vote of the holders of shares entitled to vote in the election of Directors or by the Board. Any By-laws adopted or amended by the Board may be amended or repealed by the Stockholders entitled to vote thereon.

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EX-3.4

Exhibit 3.4

BY-LAWS

ARTICLE I

OFFICES

SECTION 1. Principal Office. The principal office of the Corporation shall be in the State of New York, City of New York, or as the Board of Directors may determine from time to time.

SECTION 2. Registered Office. To the extent required by law or that the President or any Vice President of the Corporation may deem necessary or appropriate, the Corporation shall maintain a registered office and/or registered agent in the state of the Corporation’s incorporation (the “State”) and any other state or jurisdiction.

SECTION 3. Other Offices. The Corporation may also have offices at such other places within and without the State as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1. Time and Place of Meetings. A meeting of the stockholders may be held at such time and place, within or without the State, as shall be stated in the notice thereof or in a duly executed waiver of notice thereof.

SECTION 2. Annual Meetings. An annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before such meeting shall be held at noon on the first Tuesday of March in each year, at the place stated in the notice thereof or in a duly executed waiver of notice thereof. If such annual meeting is not held as herein provided, it may be held as soon thereafter as may be convenient. Such subsequent meeting shall be called in the same manner as hereinafter provided for special meetings of stockholders.

SECTION 3. Special Meetings. A special meeting of the stockholders may be called at any time by any Chairman of the Board, the President, any Vice President, the Secretary or a majority of the directors then in office. The Chairman of the Board, the President, any Vice President or the Secretary shall call a special meeting at the written request of the holders of record of a majority of the shares of stock issued and outstanding and entitled to vote. Such written request shall state the purpose(s) of the meeting and be delivered to any Chairman of the Board, the President or any Vice President of the Corporation. The time and place at which any special meeting of the stockholders shall be held shall be fixed by any Chairman of the Board, the President, the Vice President, the Secretary, the directors or stockholders, as the case may be,

who shall have called or requested the call of such special meeting; provided, however, that the time so fixed shall permit the giving of notice as provided in Section 4 of this Article II, unless such notice is waived as provided by law. Special meetings may also be called and held in such cases and such manner as may be provided by law.

SECTION 4. Notice of Meetings. Except as otherwise provided by law, notice of each meeting of the stockholders, whether annual or special, shall be in writing and signed by any Chairman of the Board, the President, any Vice President or the Secretary. Such notice shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose(s) for which the meeting is called. Unless otherwise provided by law, a copy of such notice shall be served personally or by mail on each stockholder of record entitled to vote at such meeting not less than ten or more than fifty days before the meeting. If mailed, a copy of such notice shall be directed to each such stockholder at his address as it appears on the stock book of the Corporation unless he shall have filed with the Secretary a written request that notices intended for him be mailed to some other address, in which case it shall be mailed to the address designated in such request.

SECTION 5. Chairman of the Board and Secretary. Each meeting shall be presided over by one or more of the individuals serving as Chairman of the Board, or, in the absence of all individuals serving as Chairman of the Board, by the President, or, in the absence of all individuals serving as Chairman of the Board and the President, by such other person as may be designated from time to time by the Board of Directors, or in the absence of such person or if there shall be no such designation, by a chairman to be chosen at such meeting. The Secretary shall act as secretary of each meeting of the stockholders or, if he shall not be present, such person as may be designated by the Board of Directors shall act as secretary or, in the absence of such person or if there shall be no such designation, stockholders at the meeting may choose a secretary.

SECTION 6. Quorum. At all meetings of the stockholders, the presence, in person or by proxy, of the holders of record of a majority of the shares of stock issued and outstanding, and entitled to vote thereat, shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, the Certificate of Incorporation or these By-Laws. The holders of record of a majority of the shares of stock present in person or represented by proxy, and entitled to vote thereat, whether or not a quorum shall be present, or if no such stockholder is present in person or represented by proxy, an officer entitled to preside at, or act as secretary of, such meeting, may adjourn the meeting from time to time, for a period of not more than thirty days at any one time. At any such adjourned meeting at which a quorum shall be present in person or represented by proxy, any business may be transacted that might have been transacted at the meeting as originally called.

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SECTION 7. Proxies. Each stockholder entitled to vote at a meeting of stockholders, or to express consent or dissent to corporate action in writing without a meeting, may authorize another person or persons to act for him by proxy. Each such proxy shall be in writing and executed by the stockholder or his duly authorized attorney-in-fact, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Except as otherwise provided by law, every proxy shall be revocable at the pleasure of the stockholder who executed it, or of his duly authorized attorney in-fact, personal representatives or assigns.

SECTION 8. Voting and Required Vote. At each meeting of the stockholders, each stockholder entitled to vote at such meeting shall be entitled to one vote for each share of stock standing in his name on the books of the Corporation. Except as otherwise provided by law, the Certificate of Incorporation or these By-Laws, at each meeting of the stockholders, if there shall be a quorum, the vote of the holders of a majority of the shares of stock present in person or by proxy, and entitled to vote thereat, shall decide all matters brought before such meeting.

SECTION 9. List of Stockholders. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting with the address, and the number of shares registered in the name of each such stockholder. Such list shall be open to the examination of any stockholder for ten days prior to the meeting during ordinary business hours.

SECTION 10. Written Consent in Lieu of Meeting. Subject to any provisions of applicable law, any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a written consent setting forth the action so taken shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. A copy of such written consent shall be filed in the minute book of the Corporation, and prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

BOARD OF DIRECTORS

SECTION 1. General Powers. The business and affairs of the Corporation shall be managed by the Board of Directors. In addition to the powers and authority expressly conferred on it by these By-Laws, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

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SECTION 2. Number of Directors. The Board of Directors shall consist of two or more members. At the time of the adoption of these By-Laws, the Board of Directors shall consist of three persons. Thereafter, the number of directors may be increased or decreased by resolution of the Board of Directors adopted by the affirmative vote of a majority of the total number of directors constituting the entire Board of Directors or by the stockholders at any meeting thereof. No decrease in the number of directors shall shorten the term of any incumbent director.

SECTION 3. Election of Directors, Term of Office and Qualifications. Except as provided in Sections 2, 5 and 6 of this Article III, the directors shall be elected at the annual meeting of the stockholders. All elections of directors shall be by a plurality of the votes cast. Except as provided by law, each director (whether elected at a meeting of the stockholders or to fill a vacancy or otherwise) shall continue in office until the annual meeting of the stockholders held next after his election and until his successor shall have been elected and shall qualify, or until his resignation or removal in the manner provided in Sections 4 and 5 of this Article III, or until his death. No director need be a stockholder of the Corporation.

SECTION 4. Resignation. Any director may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board, the President or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof by the Board of Directors or by any such officer.

SECTION 5. Removal. Any director may be removed at any time, with or without cause, by the affirmative vote of the holders of record of a majority of the shares of stock issued and outstanding and entitled to vote, given at a meeting of the stockholders called for that purpose or by written consent of such stockholders in lieu of a meeting. Any vacancy in the Board of Directors resulting from any such removal may be filled by the stockholders at such meeting or by such written consent in the manner provided in Section 3 of this Article III; provided, however, that, in the event that the stockholders do not fill such vacancy at such meeting, such vacancy may be filled in the manner provided in Section 6 of this Article III.

SECTION 6. Vacancies. If any vacancy shall occur in the Board of Directors by reason of death, resignation, removal, increase in the number of directors or otherwise, such vacancy may be filled, subject to the provisions of Section 5 of this Article III, by a majority of the directors then in office, though less than a quorum; provided, however, that a director so elected to fill such a vacancy may be replaced in the manner provided by law. Any such vacancy may also be filled by the stockholders entitled to vote at any meeting of the stockholders held during the existence of such vacancy; provided, however, that the notice of such meeting shall have mentioned such vacancy or expected vacancy. If the number of directors shall be increased between annual meetings of stockholders, the additional director or directors authorized by such increase may be elected to hold office until the next annual meeting of the stockholders by a vote of a majority of the directors then in office at the time of such increase or, if not so elected prior to the next annual meeting of the stockholders, such director or directors shall be elected by vote

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of the stockholders at such next annual meeting of stockholders. In the event that the resignation of any director shall specify that it shall take effect at a future date, the vacancy resulting from such resignation may be filled by a majority vote of the Directors then in office, including that of the Director who shall have so resigned, and the vote thereon shall take effect when such resignation shall become effective.

SECTION 7. Regulations. The Board of Directors may adopt such rules and regulations for the conduct of its meetings and for the management of the business and affairs of the Corporation as it may deem proper and not inconsistent with law, the Certificate of Incorporation and these By-Laws.

SECTION 8. Committees of the Board of Directors. The Board of Directors may, by resolutions adopted by a majority of the total number of directors constituting the entire Board of Directors, designate one or more committees, each committee to consist of one or more directors of the Corporation, which, to the extent provided in such resolutions, shall have and may exercise all the power and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that no such committee shall have power or authority prohibited by applicable law. Each such committee shall serve at the pleasure of the Board of Directors and shall keep minutes of its meeting and report the same to the Board of Directors.

SECTION 9. Compensation. Nothing herein shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

MEETINGS OF THE BOARD

SECTION 1. Annual and Regular Meetings. As soon as practicable after the annual meeting of the stockholders in each year, an annual meeting of the Board of Directors, for organization, for the election of officers and for the transaction of such other business as may properly come before the meeting. No notice of the annual meeting of the Board of Directors need be given. Regular meetings of the Board of Directors shall be held at such times and places (within or without the State) as the Board of Directors may from time to time determine by resolution duly adopted at any meeting of the Board of Directors. No notice of any such meeting need be given.

SECTION 2. Special Meetings. A special meeting of the Board of Directors may be called at any time by one or more of the individuals serving as the Chairman of the Board, the President, any Vice President, the Secretary or any director and shall be held at such time and place (within or without the State) as may be fixed by the person calling the meeting; provided, however, that the time so fixed shall permit the giving of notice as provided in Section 3 of this Article IV.

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SECTION 3. Notice of Special Meetings. Notice of the time and place of each special meeting of the Board of Directors shall be mailed to each director addressed to him at his address as it appears on the records of the Corporation, at least two (2) days before the day on which the meeting is to be held or shall be sent to him at such place by telegraph, radio or cable, or telephoned or delivered to him personally, not later than the day before the day on which the meeting is to be held. Unless otherwise provided by law, the Certificate of Incorporation or these By-Laws, such notice need not state the purposes of the meeting.

SECTION 4. Quorum. At all meetings of the Board of Directors the presence in person of one half or more of the total number of Directors constituting the entire Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and, except as otherwise provided by law, the Certificate of Incorporation or these By-Laws, if a quorum shall be present, the act of a majority of the Directors present shall be the act of the Board of Directors. If the vote of the Board of Directors is evenly divided, then the director presiding at the meeting shall be entitled to one additional vote. In the absence of a quorum a majority of the directors present or if no director is present, any officer entitle to preside at such meeting, without notice other than by announcement at the meeting, may adjourn the meeting from time to time, for a period of not more than thirty days at any one time. At any such adjourned meeting at which a quorum shall be present, any business may be transacted that might have been transacted at the meeting as originally called.

SECTION 5. Participation in a Meeting by Conference Telephone. Any and all members of the Board of Directors or of any committee thereof may participate in a meeting of the Board or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in such meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence at such meeting.

SECTION 6. Written Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto shall be signed by all members of the Board or of such committee, as the case may be, and filed with the minutes of proceedings of the Board of Committee.

ARTICLE V

NOTICES

SECTION 1. Waiver of Notice. Whenever any notice is required to be given by law, by the Certificate of Incorporation or these By-Laws, a written waiver thereof by the person or persons entitled to such notice, whether before or after the time stated therein shall be deemed equivalent to such notice. Neither the business to be transacted at, nor the purpose of any

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meeting of the stockholders, Board of Directors, or any committee of the Board of Directors need be specified in any written waiver of notice.

SECTION 2. Attendance at Meeting. Attendance of a person at any meeting, whether of stockholders (in person or by proxy), or Board of Directors, or any committee of the Board of Directors, shall constitute a waiver of notice of such meeting, except when such person attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not legally called or convened.

ARTICLE VI

OFFICERS

SECTION 1. Number. The officers of the Corporation shall be one or more Chairmen of the Board, the President, one or more Vice Presidents, the Secretary, the Treasurer and such other officers as may be elected or appointed in accordance with the provisions of Section 2 of this Article VI. Any two or more officers may be held by the same person except the office of President and Secretary.

SECTION 2. Selection, Term of office, Qualification and Compensation.

(a) Each individual elected as Chairman of the Board, President, Vice President, Secretary and/or Treasurer shall be elected by the Board of Directors and shall hold office until his or her successor is elected and qualified, or until his or her resignation, removal or until his or her disability or death.

(b) Other officers, including without limitation a General Counsel and/or General Manager and one or more Assistants to the President, Assistant Secretaries and/or Assistant Treasurers, shall be chosen in such manner, hold office for such period, have such authority, perform such duties and be subject to removal as may be determined by the Board of Directors. The Board of Directors may delegate to any officer or officers the power to appoint any such other officers, to fix their respective terms of office, to prescribe their respective authorities and duties, to remove them and to fill vacancies in any such offices.

(c) No officer except the individuals serving as Chairman of the Board need be a director, and no officer need be a stockholder unless otherwise provided by law. The compensation of all officers of the Corporation shall be fixed by the Board of Directors.

SECTION 3. Resignation. Any officer may resign at any time, unless otherwise provided in any contract with the Corporation, by giving written notice to the Board of Directors, any Chairman of the Board, the President, or the Secretary. Unless otherwise specified therein, such resignation shall take effect on receipt thereof by the Board of Directors or any such officer.

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SECTION 4. Removal. Any officer may be removed at any time, either with or without cause, by the Board of Directors. Any officer not elected by the Board of Directors may be removed in such manner as may be determined by, or pursuant to delegation from, the Board of Directors.

SECTION 5. Vacancies. If a vacancy shall occur, by reason of death, disqualification, resignation, removal or otherwise, in any office required by Section 2 of this Article VI to be elected by the Board of Directors, such vacancy may be filled for the unexpired portion of the term by the Board of Directors. A vacancy in any other office shall be filled in such manner as may be determined by, or pursuant to delegation from, the Board of Directors.

SECTION 6. Chairman of the Board. The Chairman of the Board of Directors (or if there shall be more than one, together or any one, as they shall determine) shall preside at all meetings of stockholders and at all meetings of the Board of Directors and shall have, perform and exercise all powers and duties incident to the office of the Chairman of the Board, and such other powers as may from time to time be assigned to him by these By-Laws or by the Board of Directors.

SECTION 7. President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall exercise general supervision over the property, affairs and business of the Corporation and shall authorize the other officers of the Corporation to exercise such powers as he, in his discretion, may deem to be in the best interest of the Corporation. In the absence of the Chairman of the Board, or if no Chairman of the Board has been elected, the President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors; and in general, the President shall perform and exercise all the powers and duties incident to the office of the President, and such other powers and duties as may from time to time be assigned to him by these By-Laws or by the Board of Directors.

SECTION 8. Vice Presidents. Each Vice President or, if there shall be more than one, such officers in the order determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise such other duties and have such other powers as may be assigned to him by these By-Laws or by the Board of Directors or by the President. The Board of Directors may designate one or more Vice Presidents as Senior Executive Vice President, Executive Vice President and Senior Vice President.

SECTION 9. Secretary and Assistant Secretaries. The Secretary shall record the proceedings of all meetings of the stockholders and all meetings of the Board of Directors in minute books to be kept by him for that purpose. He shall keep in safe custody the seal, stock certificate books and stockholder records of the Corporation, and, in general, shall have, perform and exercise all the powers and duties incident to the office of secretary and such other powers and duties as may from time to time be assigned to him by these By-Laws or by the Board of Directors or by the President. The Secretary, or an Assistant Secretary, shall have authority to affix the seal of the Corporation to any instrument requiring it and to attest the fixing by his

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signature. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the fixing by his signature. The Assistant Secretary or Assistant Secretaries, if any, shall, in the absence or disability of the Secretary, or at his request, and shall perform such other duties and have such other powers as the Board of Directors or the President may from time to time prescribe.

SECTION 10. Treasurer and Assistant Treasurers. The Treasurer shall have care and custody of the funds of the Corporation and its other valuable effects, including securities, and keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and, in general, shall have, perform and exercise all powers and duties incident to the office of Treasurer and such other powers and duties as may from time to time be assigned to him by these By-Laws or by the Board of Directors or by the President. The Assistant Treasurer or Assistant Treasurers, if any, shall, in the absence or disability of the Treasurer, or at his request, perform his duties and exercise his powers and authority, and shall perform such other duties and have such other powers as the Board of Directors or the President may from time to time prescribe.

SECTION 11. General Counsel. The General Counsel, if any, shall exercise general supervision over the legal affairs of the Corporation and shall perform such other duties and have such other powers as the Board of Directors or the President may from time to time prescribe.

SECTION 12. Assistant to the President; General Manager. Each Assistant to the President, if any, and the General manager, if any, shall perform such duties and have such powers as the Board of Directors or the President may from time to time prescribe.

SECTION 13. Surety Bonds. In the event that the Board of Directors shall so require, any officer or agent of the Corporation shall execute to the Corporation a bond in such sum and with such surety or sureties as the Board of Directors may direct, conditioned on the faithful performance of his duties to the Corporation including responsibility for negligence and for the accounting of all property, funds or securities of the Corporation which may come into his hands.

ARTICLE VII

CAPITAL STOCK AND CERTIFICATES

SECTION 1. Form of Certificates. The interest of each stockholder shall be evidenced by a certificate or certificates representing shares of stock of the Corporation which shall be numbered consecutively and shall be in such form as the Board of Directors may from time to time adopt. Each such certificate shall bear the name of the registered holder and the number of shares owned and shall be signed by any Chairman of the Board, President or any Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant

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Secretary, and shall be sealed with the seal of the Corporation, and shall be countersigned and registered in such manner, if any, as the Board of Directors may prescribe. In case such certificate is signed (i) by a transfer agent or (ii) by a transfer clerk and a registrar, the signature of any such officer, and the seal of the Corporation on such certificate, may be facsimile. In case any officer who shall have signed, or whose facsimile signature shall have been used on, any such certificate shall cease to be such officer of the Corporation, before such certificate shall have been delivered by such certificate may nevertheless be adopted by the Corporation and be issued and delivered as though the person who signed such certificate, or whose facsimile signature shall have been used thereon, had not ceased to be such officer; and such issuance and delivery shall constitute adoption of such certificate by the Corporation. There shall be entered on the stock books of the Corporation the number of each certificate issued, the number of shares represented thereby, the name of the person to whom such certificate was issued and the date of issuance thereof.

SECTION 2. Transfer of Stock. The original stock ledger of the Corporation shall contain the names and addresses of all persons who are stockholders of the Corporation, the number of shares of stock held by each of them, the time when each of them became the owner thereof, and the amount paid thereon. Transfers of shares of the stock of the Corporation shall be made only on the books of the Corporation by the holder of record thereof, or by his attorney thereunto duly authorized by a power of attorney executed in writing and filed with the Secretary, upon the surrender of the certificate or certificates for such shares properly endorsed, with such evidence of the authenticity of such transfer, authorization and other matters as the Corporation or its agents may reasonably require, and accompanied by all necessary Federal and State stock transfer stamps.

SECTION 3. Lost, Stolen or Destroyed Certificates. A certificate for shares of the stock of the Corporation may be issued in place of any certificate lost, stolen or destroyed, but only upon delivery to the Corporation, if the Board of Directors so requires, of such evidence of loss, theft or destruction as the Board may require.

SECTION 4. Regulations, Transfer Agents and Registrars. Subject to Section 1 of this Article VII, the Board of Directors may make such rules and regulations as it may deem expedient concerning the issuance and transfer of certificates for shares of the stock of the Corporation and may appoint transfer agents or registrars, and may require all certificates of stock to bear the signature of either or both. Nothing herein shall be construed to prohibit the Corporation from acting as its own transfer agent.

SECTION 5. Taking of Record. In lieu of closing the stock transfer books of the Corporation in the manner provided by law, the Board of Directors may fix in advance a date, not more than sixty days nor less than ten days preceding the date of any meeting of stockholders and not more than sixty days preceding the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining the consent of stockholders for any purpose,

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as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment or rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent; and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be.

SECTION 6. Dividends and Reserves. Dividends shall be declared and paid at such times as the Board of Directors may determine, subject to applicable provisions of law, or of the Certificate of Incorporation. The Board of Directors may, from time to time, set aside out of any funds of the Corporation available for dividends such sum or sums as the board, in its discretion, may deem proper as a reserve fund for working capital, or to meet contingencies, or for equalizing dividends, or for any other purpose that the Board may deem to be in the best interests of the Corporation. The Board of Directors may, in its discretion, modify or abolish any such reserve at any time.

SECTION 7. Record Ownership. The Corporation shall be entitled to recognize the exclusive right of a person registered as such on the books of the Corporation as the owner of shares of the Corporation’s stock to receive dividends and to vote as such owner and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not the Corporation shall have express or other notice thereof, except as otherwise provided by law.

ARTICLE VIII

GENERAL PROVISIONS

SECTION 1. Books, Accounts and Other Records. Except as otherwise provided by law, the books, accounts and other records of the Corporation shall be kept at such place or places (within or without the State) as the Board of Directors may from time to time designate.

SECTION 2. Execution of Instrument. All agreements, deeds, contracts, proxies, covenants, bonds, checks, drafts, bills of exchange, notes, acceptances and endorsements, and all evidences of indebtedness and other documents, instruments or writings of any nature whatsoever, shall be signed by such officers, agents or employees of the Corporation, or any one of them, and in such manner, as from time to time may be determined (either generally or in specific instances) by the Board of Directors or by such officer or officers to whom the Board of Directors may delegate the power so to determine.

SECTION 3. Corporate Seal. The corporate seal of the Corporation shall have inscribed thereon the name of the Corporation. In all cases in which the corporate seal is duly

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authorized to be used, it may be used by causing it or a facsimile of it to be impressed, affixed, reproduced, engraved or printed.

SECTION 4. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

ARTICLE IX

TRANSACTIONS WITH DIRECTORS AND OFFICERS

Subject to any requirements and limitations which may be imposed by law, any or all of the directors or officers of the Corporation, notwithstanding their official relations to it, may enter into, negotiate, consummate and perform any contract or other transaction of any nature between the Corporation and themselves, or any other corporation, partnership, association or other organization in which such directors or such officers are directors or officers, or have a financial interest, notwithstanding their interest therein; provided, however, that such contract or other transaction shall not be in the nature of a secret agreement for the personal advantage or benefit of any such director or officer or otherwise contrary to law, the intent hereof being to relieve each and every person who may be or become a director of the Corporation from any disability that might otherwise exist in contracting with this Corporation.

ARTICLE X

INDEMNIFICATION

SECTION 1. Litigation Brought by Third Parties. Subject to the requirements of and limitations imposed by applicable law, the Corporation shall indemnify and hold harmless each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administration, or investigative, by reason of the fact that he, his testator or intestate, is or was a director or officer, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, of any type or kind, domestic or foreign, against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contenders or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

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SECTION 2. Litigation by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he, his testator or intestate is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation.

SECTION 3. Indemnification as of Right. To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article X, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

SECTION 4. Required Determination. Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director of officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum, consisting of directors who were not parties to such action, suit or proceeding, or (b) if such quorum is not obtainable, or even if obtainable a quorum or disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.

SECTION 5. Advances for Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article.

SECTION 6. Indemnification of Others. The Board of Directors, in its discretion, shall have the power on behalf of the Corporation to indemnify any person, other than a director or officer, made a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate, is or was an employee of the Corporation.

SECTION 7. Non-Exclusivity and Non-Duplication. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled or powers the Corporation may exercise under any other by-law now or hereafter in effect, agreement, vote of stockholders or disinterested directors, applicable law or otherwise, both as to action of such person in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to

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be a director, officer or employee, and shall insure to the benefit of the heirs, executors and administrators of such a person. Notwithstanding any other provision set forth in this Article, the indemnification authorized and provided by this Article shall be applicable only to the extent that any such indemnification shall not duplicate indemnity or reimbursement which such person has received or shall receive otherwise than under this Article.

SECTION 8. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of this status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article or otherwise.

ARTICLE XI

AMENDMENTS

All By-Laws of the Corporation now or hereafter adopted either by the stockholders or the Board of Directors shall be subject to amendment, alteration or repeal by the stockholders or the Board of Directors, and new By-Laws may be made and adopted, either (a) by the affirmative vote of the holders of record of a majority of the number of shares of stock issued and outstanding and entitled to vote thereat given at an annual meeting or at any special meeting of the stockholders, or (2) by the affirmative vote of a majority of the total number of Directors constituting the entire Board of Directors at any regular or special meeting of the Board of Directors; provided, however, that (a) the power of the Board of Directors to amend, alter or repeal any by-law adopted by the stockholders as hereinbefore provided may be limited by a resolution adopted by the affirmative vote of the holders of record of a majority of the number of shares of stock issued and outstanding and entitled to vote thereat given at an annual or at any special meeting of the stockholders, and (b) if any By-Law regulating an impending election of Directors is adopted or amended are replaced by the Board of Directors, there shall be set forth in the notice of the next meeting of the stockholders for the election of Directors the By-Law so adopted or amended or repealed, together with a concise statement of the changes made.

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ARTICLE XII

AGREEMENT AMONG STOCKHOLDERS

Nothing contained-in these By-Laws shall be deemed to limit or amend any lawful provision respecting the business and affairs of the Corporation contained in any written agreement among one or more of the stockholders of the Corporation and to the extent any provision of these By-Laws is in conflict with any provisions of any such agreement, the provisions of such agreement shall prevail.

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EX-3.5

Exhibit 3.5

BY-LAWS

OF

LCE MEXICAN HOLDINGS, INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation and any stockholders agreement then in effect to which the corporation is a party. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held on such date, which shall be a business day, as is established by the board of directors, which date is within one hundred twenty (120) days following the close of the corporation’s fiscal year, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time at the request of the chairman of the board, if any, the president, the board of directors or stockholders holding a majority of the voting power of the corporation. After such direction, a special meeting of the stockholders shall be called by notice given by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer. Any such request for a call of a meeting shall state the purpose or purposes of the proposed meeting. Any such notice shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the State of Delaware as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. The board of directors may, in its sole discretion, determine that the meeting shall not be held in any place, but instead be held solely by means of remote communication as authorized by law. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation. Such notice shall be given by the

secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No written ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing or by telegram, cablegram or other electronic transmission as authorized by law, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in Delaware by hand or certified or registered mail, return receipt requested, or by telegram, cablegram or other electronic transmission as authorized by law, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Each such written consent shall bear the date of signature

of each stockholder who signs the consent or shall, in the case of electronic transmissions, be in compliance with law. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing, writings, telegrams, cablegrams or electronic transmissions comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact or transmitted by telegram, cablegram or other means of electronic transmission in accordance with law. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the

validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number of directors and the classification of such directors, if any, to be determined from time to time by vote of a majority of the directors then in office, subject to the certificate of incorporation or any stockholders agreement then in effect to which the corporation is a party. Except in connection with the election of directors at the annual meeting of stockholders, the number of directors may be decreased only to eliminate vacancies by reason of death, resignation or removal of one or more directors. No director need be a stockholder.

3.2. Tenure. Except as otherwise provided by law, by the certificate of incorporation by these by-laws, or by any stockholders agreement then in effect to which the corporation is a party, each director shall hold office until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more

directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the State of Delaware designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by two or more directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail at least forty-eight hours or by telegram, cablegram or other electronic transmission at least twenty-four hours before the meeting addressed or sent to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from

time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or writings or electronic transmission or transmissions are filed with the records of the meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine. Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman and vice chairman of the board, one or more vice presidents, a chief financial officer, and a general counsel. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any number of offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until the first meeting of the board of directors following the next annual meeting of the stockholders and until his respective successor is chosen and qualified unless a shorter or longer period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman and Vice Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or in his absence, the vice chairman, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

The chairman shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be the chief financial officer of the corporation and shall be in charge of its funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president.

Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

The treasurer also shall be the chief accounting officer of the corporation and be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors or the president.

4.7. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president.

Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. Except as may be otherwise provided by law, by the certificate of incorporation, by these by-laws, or by a stockholders agreement then in effect to which the corporation is a party, a director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such directors. The board of directors may at any time remove any

officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, if any, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by the General Corporation Law of the State of Delaware, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in Delaware by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by the General Corporation Law of the State of Delaware, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10.  EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11.  FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

Section 12.  AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the voting power of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

EX-3.6

Exhibit 3.6

BY-LAWS

of

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

(A Delaware Corporation)

ARTICLE I

DEFINITIONS

As used in these By-laws, unless the context otherwise requires, the term:

1.1 “Assistant Secretary” means an Assistant Secretary of the Corporation.

1.2 “Assistant Treasurer” means an Assistant Treasurer of the Corporation.

1.3 “Board” means the Board of Directors of the Corporation.

1.4 “By-laws” means the initial by-laws of the Corporation, as amended from time to time.

1.5 “Certificate of Incorporation” means the initial certificate of incorporation of the Corporation, as amended, supplemented or restated from time to time.

1.6 “Chairman” means the Chairman of the Board of Directors of the Corporation.

1.7 “Corporation” means Loews Cineplex Entertainment Corporation.

1.8 “Directors” means directors of the Corporation.

1.9 “Entire Board” means all directors of the Corporation in office, whether or not present at a meeting of the Board, but disregarding vacancies.

1.10 “General Corporation Law” means the General Corporation Law of the State of Delaware, as amended from time to time.

1.11 “Office of the Corporation” means the executive office of the Corporation, anything in Section 131 of the General Corporation Law to the contrary notwithstanding.

1.12 “President” means the President of the Corporation.

1.13 “Secretary” means the Secretary of the Corporation.

1.14 “Stockholders” means stockholders of the Corporation.

1.15 “Treasurer” means the Treasurer of the Corporation.

1.16 “Vice President” means a Vice President of the Corporation.

ARTICLE 2

STOCKHOLDERS

2.1 Place of Meetings. Every meeting of stockholders shall be held at the office of the Corporation or at such other place within or without the State of Delaware as shall be specified or fixed in the notice of such meeting or in the waiver of notice thereof.

2.2 Annual Meeting. A meeting of stockholders shall be held annually for the election of Directors and the transaction of other business at such hour and on such business day in September or October or as may be determined by the Board and designated in the notice of meeting.

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2.3 Deferred Meeting for Election of Directors, Etc. If the annual meeting of stockholders for the election of Directors and the transaction of other business is not held within the months specified in Section 2.2 hereof, the Board shall call a meeting of stockholders for the election of Directors and the transaction of other business as soon thereafter as convenient.

2.4 Other Special Meetings. A special meeting of stockholders (other than a special meeting for the election of Directors), unless otherwise prescribed by statute, may be called at any time by the Board or by the President or by the Secretary. At any special meeting of stockholders only such business may be transacted as is related to the purpose or purposes of such meeting set forth in the notice thereof given pursuant to Section 2.6 hereof or in any waiver of notice thereof given pursuant to Section 2.7 hereof.

2.5 Fixing Record Date. For the purpose of (a) determining the Stockholders entitled (i) to notice of or to vote at any meeting of Stockholders or any adjournment thereof, (ii) unless otherwise provided in the Certificate of Incorporation to express consent to corporate action in writing without a meeting or (iii) to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock; or (b) any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date was adopted by the Board and which record date shall not be (x) in the case of clause (a)(i) above, more than sixty nor less than ten days before the date of such meeting, (y) in the case of clause (a)(ii) above, more than 10 days after the date upon which the resolution fixing the record date was

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adopted by the Board and (z) in the case of clause (a)(iii) or (b) above, more than sixty days prior to such action. If no such record date is fixed:

2.5.1 the record date for determining Stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held;

2.5.2 the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting (unless otherwise provided in the Certificate of Incorporation), when no prior action by the Board is required under the General Corporation Law, shall be the first day on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded; and when prior action by the Board is required under the General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board adopts the resolution taking such prior action; and

2.5.3 the record date for determining stockholders for any purpose other than those specified in Sections 2.5.1 and 2.5.2 shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

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When a determination of Stockholders entitled to notice of or to vote at any meeting of Stockholders has been made as provided in this Section 2.5, such determination shall apply to any adjournment thereof unless the Board fixes a new record date for the adjourned meeting. Delivery made to the Corporation’s registered office in accordance with Section 2.5.2 shall be by hand or by certified or registered mail, return receipt requested.

2.6 Notice of Meetings of Stockholders. Except as otherwise provided in Sections 2.5 and 2.7 hereof, whenever under the provisions of any statute, the Certificate of Incorporation or these By-laws, Stockholders are required or permitted to take any action at a meeting, written notice shall be given stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by any statute, the Certificate of Incorporation or these By-laws, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten nor more than sixty days before the date of the meeting, to each Stockholder entitled to notice of or to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, with postage prepaid, directed to the Stockholder at his or her address as it appears on the records of the Corporation. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the Corporation that the notice required by this Section 2.6 has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted

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that might have been transacted at the meeting as originally called. If, however, the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Stockholder of record entitled to vote at the meeting.

2.7 Waivers of Notice. Whenever the giving of any notice is required by statute, the Certificate of Incorporation or these By-laws, a waiver thereof, in writing, signed by the Stockholder or Stockholders entitled to said notice, whether before or after the event as to which such notice is required, shall be deemed equivalent to notice. Attendance by a Stockholder at a meeting shall constitute a waiver of notice of such meeting except when the Stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting has not been lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Stockholders need be specified in any written waiver of notice unless so required by statute, the Certificate of Incorporation or these By-laws.

2.8 List of Stockholders. The Secretary shall prepare and make, or cause to be prepared and made, at least ten days before every meeting of Stockholders, a complete list of the Stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each Stockholder and the number of shares registered in the name of each Stockholder. Such list shall be open to the examination of any Stockholder, the Stockholder’s agent, or attorney, at the Stockholder’s expense, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be

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held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any Stockholder who is present. The Corporation shall maintain the Stockholder list in written form or in another form capable of conversion into written form within a reasonable time. Upon the willful neglect or refusal of the Directors to produce such a list at any meeting for the election of Directors, they shall be ineligible for election to any office at such meeting. The stock ledger shall be the only evidence as to who are the Stockholders entitled to examine the stock ledger, the list of Stockholders or the books of the Corporation, or to vote in person or by proxy at any meeting of Stockholders.

2.9 Quorum of Stockholders; Adjournment. Except as otherwise provided by any statute, the Certificate of Incorporation or these By-laws, the holders of a majority of all outstanding shares of stock entitled to vote at any meeting of Stockholders, present in person or represented by proxy, shall constitute a quorum for the transaction of any business at such meeting. When a quorum is once present to organize a meeting of Stockholders, it is not broken by the subsequent withdrawal of any Stockholders. The holders of a majority of the shares of stock present in person or represented by proxy at any meeting of Stockholders, including an adjourned meeting, whether or not a quorum is present, may adjourn such meeting to another time and place. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not

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limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.10 Voting; Proxies. Unless otherwise provided in the Certificate of Incorporation, every Stockholder of record shall be entitled at every meeting of Stockholders to one vote for each share of capital stock standing in his or her name on the record of Stockholders determined in accordance with Section 2.5 hereof. If the Certificate of Incorporation provides for more or less than one vote for any share on any matter, each reference in the By-laws or the General Corporation Law to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock. The provisions of Sections 212 and 217 of the General Corporation Law shall apply in determining whether any shares of capital stock may be voted and the persons, if any, entitled to vote such shares; but the Corporation shall be protected in assuming that the persons in whose names shares of capital stock stand on the stock ledger of the Corporation are entitled to vote such shares. Holders of redeemable shares of stock are not entitled to vote after the notice of redemption is mailed to such holders and a sum sufficient to redeem the stocks has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares of stock. At any meeting of Stockholders (at which a quorum was present to organize the meeting), all matters, except as otherwise provided by statute or by the Certificate of Incorporation or by these By-laws, shall be decided by a majority of the votes cast at such meeting by the holders of shares present in person or represented by proxy and entitled to vote thereon, whether or not a quorum is present when the vote is taken. All elections of Directors shall be by written ballot unless

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otherwise provided in the Certificate of Incorporation. In voting on any other question on which a vote by ballot is required by law or is demanded by any Stockholder entitled to vote, the voting shall be by ballot. Each ballot shall be signed by the Stockholder voting or the Stockholder’s proxy and shall state the number of shares voted. On all other questions, the voting may be viva voce. Each Stockholder entitled to vote at a meeting of Stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such Stockholder by proxy. The validity and enforceability of any proxy shall be determined in accordance with Section 212 of the General Corporation Law. A Stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary.

2.11 Voting Procedures and Inspectors of Election at Meetings of Stockholders. The Board, in advance of any meeting of Stockholders, may appoint one or more inspectors to act at the meeting and make a written report thereof. The Board may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed or is able to act at a meeting, the person presiding at the meeting may appoint, and on the request of any Stockholder entitled to vote thereat shall appoint, one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall (a) ascertain the number of shares outstanding and the voting power of each, (b) determine the shares represented at the

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meeting and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (e) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties. Unless otherwise provided by the Board, the date and time of the opening and the closing of the polls for each matter upon which the Stockholders will vote at a meeting shall be determined by the person presiding at the meeting and shall be announced at the meeting. No ballot, proxies or votes, or any revocation thereof or change thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery of the State of Delaware upon application by a Stockholder shall determine otherwise.

2.12 Organization. At each meeting of Stockholders, the President, or in the absence of the President, the Chairman, or if there is no Chairman or if there be one and the Chairman is absent, a Vice President, and in case more than one Vice President shall be present, that Vice President designated by the Board (or in the absence of any such designation, the most senior Vice President, based on age, present), shall act as chairman of the meeting. The Secretary, or in his or her absence, one of the Assistant Secretaries, shall act as secretary of the meeting. In case none of the officers above designated to act as chairman or secretary of the meeting, respectively, shall be present, a chairman or a secretary of the meeting, as the case may be, shall be chosen by a majority of the votes cast at such meeting by the holders of shares of capital stock present in person or represented by proxy and entitled to vote at the meeting.

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2.13 Order of Business. The order of business at all meetings of Stockholders shall be as determined by the chairman of the meeting, but the order of business to be followed at any meeting at which a quorum is present may be changed by a majority of the votes cast at such meeting by the holders of shares of capital stock present in person or represented by proxy and entitled to vote at the meeting.

2.14 Written Consent of Stockholders Without a Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required by the General Corporation Law to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested) to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this Section 2.14, written consents signed by a sufficient number of holders to take action are delivered to the Corporation as aforesaid. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those Stockholders who have not consented in writing.

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ARTICLE 3

Directors

3.1 General Powers. Except as otherwise provided in the Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board. The Board may adopt such rules and regulations, not inconsistent with the Certificate of Incorporation or these By-laws or applicable laws, as it may deem proper for the conduct of its meetings and the management of the Corporation. In addition to the powers expressly conferred by these By-laws, the Board may exercise all powers and perform all acts that are not required, by these By-laws or the Certificate of Incorporation or by statute, to be exercised and performed by the Stockholders.

3.2 Number; Qualification; Term of Office. The Board shall consist of one or more members. The number of Directors shall be fixed initially by the incorporator and may thereafter be changed from time to time by action of the stockholders or by action of the Board. Directors need not be stockholders. Each Director shall hold office until a successor is elected and qualified or until the Director’s death, resignation or removal.

3.3 Election. Directors shall, except as otherwise required by statute or by the Certificate of Incorporation, be elected by a plurality of the votes cast at a meeting of stockholders by the holders of shares entitled to vote in the election.

3.4 Newly Created Directorships and Vacancies. Unless otherwise provided in the Certificate of Incorporation, newly created Directorships resulting from an increase in the number of Directors and vacancies occurring in the Board for any other

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reason, including the removal of Directors without cause, may be filled by the affirmative votes of a majority of the entire Board, although less than a quorum, or by a sole remaining Director, or may be elected by a plurality of the votes cast by the holders of shares of capital stock entitled to vote in the election at a special meeting of stockholders called for that purpose. A Director elected to fill a vacancy shall be elected to hold office until a successor is elected and qualified, or until the Director’s earlier death, resignation or removal.

3.5 Resignation. Any Director may resign at any time by written notice to the Corporation. Such resignation shall take effect at the time therein specified, and, unless otherwise specified in such resignation, the acceptance of such resignation shall not be necessary to make it effective.

3.6 Removal. Subject to the provisions of Section 141(k) of the General Corporation Law, any or all of the Directors may be removed with or without cause by vote of the holders of a majority of the shares then entitled to vote at an election of Directors.

3.7 Compensation. Each Director, in consideration of his or her service as such, shall be entitled to receive from the Corporation such amount per annum or such fees for attendance at Directors’ meetings, or both, as the Board may from time to time determine, together with reimbursement for the reasonable out-of-pocket expenses, if any, incurred by such Director in connection with the performance of his or her duties. Each Director who shall serve as a member of any committee of Directors in consideration of serving as such shall be entitled to such additional amount per annum or such fees for attendance at committee meetings, or both, as the Board may from time to

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time determine, together with reimbursement for the reasonable out-of-pocket expenses, if any, incurred by such Director in the performance of his or her duties. Nothing contained in this Section 3.7 shall preclude any Director from serving the Corporation or its subsidiaries in any other capacity and receiving proper compensation therefor.

3.8 Times and Places of Meetings. The Board may hold meetings, both regular and special, either within or without the State of Delaware. The times and places for holding meetings of the Board may be fixed from time to time by resolution of the Board or (unless contrary to a resolution of the Board) in the notice of the meeting.

3.9 Annual Meetings. On the day when and at the place where the annual meeting of stockholders for the election of Directors is held, and as soon as practicable thereafter, the Board may hold its annual meeting, without notice of such meeting, for the purposes of organization, the election of officers and the transaction of other business. The annual meeting of the Board may be held at any other time and place specified in a notice given as provided in Section 3.11 hereof for special meetings of the Board or in a waiver of notice thereof.

3.10 Regular Meetings. Regular meetings of the Board may be held without notice at such times and at such places as shall from time to time be determined by the Board.

3.11 Special Meetings. Special meetings of the Board may be called by the Chairman, the President or the Secretary or by any Director then serving on at least one day’s notice to each Director given by one of the means specified in Section 3.14 hereof other than by mail, or on at least three days’ notice if given by mail.

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3.12 Telephone Meetings. Directors or members of any committee designated by the Board may participate in a meeting of the Board or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.12 shall constitute presence in person at such meeting.

3.13 Adjourned Meetings. A majority of the Directors present at any meeting of the Board, including an adjourned meeting, whether or not a quorum is present, may adjourn such meeting to another time and place. At least one day’s notice of any adjourned meeting of the Board shall be given to each Director whether or not present at the time of the adjournment, if such notice shall be given by one of the means specified in Section 3.14 hereof other than by mail, or at least three days’ notice if by mail. Any business may be transacted at an adjourned meeting that might have been transacted at the meeting as originally called.

3.14 Notice Procedure. Subject to Sections 3.11 and 3.17 hereof, whenever, under the provisions of any statute, the Certificate of Incorporation or these By-laws, notice is required to be given to any Director, such notice shall be deemed given effectively if given in person or by telephone, by mail addressed to such Director at such Director’s address as it appears on the records of the Corporation, with postage thereon prepaid, or by telegram, telex, telecopy or similar means addressed as aforesaid.

3.15 Waiver of Notice. Whenever the giving of any notice is required by statute, the Certificate of Incorporation or these By-laws, a waiver thereof, in writing, signed by the person or persons entitled to said notice, whether before or after the event as to which such notice is required, shall be deemed equivalent to notice. Attendance by

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a person at a meeting shall constitute a waiver of notice of such meeting except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting has not been lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Directors or a committee of Directors need be specified in any written waiver of notice unless so required by statute, the Certificate of Incorporation or these By-laws.

3.16 Organization. At each meeting of the Board, the Chairman, or in the absence of the Chairman, the President, or in the absence of the President, a chairman chosen by a majority of the Directors present, shall preside. The Secretary shall act as secretary at each meeting of the Board. In case the Secretary shall be absent from any meeting of the Board, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all Assistant Secretaries, the person presiding at the meeting may appoint any person to act as secretary of the meeting.

3.17 Quorum of Directors. The presence in person of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board, but a majority of a smaller number may adjourn any such meeting to a later date.

3.18 Action by Majority Vote. Except as otherwise expressly required by statute, the Certificate of Incorporation or these By-laws, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.

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3.19 Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these By-laws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all Directors or members of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

3.20 Stockholders Agreement. Each provision contained herein shall be subject to that certain Stockholders Agreement, dated [                         , 2002], among the Corporation and the other parties named therein.

ARTICLE 4

COMMITTEES OF THE BOARD

The Board may, by resolution passed by a vote of a majority of the entire Board, designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board passed as aforesaid, shall have and may exercise all the powers and authority of the Board in the management of

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the business and affairs of the Corporation, and may authorize the seal of the Corporation to be impressed on all papers that may require it, but no such committee shall have the power or authority of the Board in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation under section 251 or section 252 of the General Corporation Law, recommending to the stockholders (a) the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, or (b) a dissolution of the Corporation or a revocation of a dissolution, or amending the By-laws of the Corporation; and, unless the resolution designating it expressly so provides, no such committee shall have the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law. Unless otherwise specified in the resolution of the Board designating a committee, at all meetings of such committee a majority of the total number of members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article 3 of these By-laws.

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ARTICLE 5

OFFICERS

5.1 Positions. The officers of the Corporation shall be a President, a Secretary, a Treasurer and such other officers as the Board may appoint, including a Chairman, one or more Vice Presidents and one or more Assistant Secretaries and Assistant Treasurers, who shall exercise such powers and perform such duties as shall be determined from time to time by the Board. The Board may designate one or more Vice Presidents as Executive Vice Presidents and may use descriptive words or phrases to designate the standing, seniority or areas of special competence of the Vice Presidents elected or appointed by it. Any number of offices may be held by the same person unless the Certificate of Incorporation or these By-laws otherwise provide.

5.2 Appointment. The officers of the Corporation shall be chosen by the Board at its annual meeting or at such other time or times as the Board shall determine.

5.3 Compensation. The compensation of all officers of the Corporation shall be fixed by the Board. No officer shall be prevented from receiving a salary or other compensation by reason of the fact that the officer is also a Director.

5.4 Term of Office. Each officer of the Corporation shall hold office for the term for which he or she is elected and until such officer’s successor is chosen and qualifies or until such officer’s earlier death, resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Such resignation shall take effect at the date of receipt of such notice or at such later time as is therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. The resignation of an officer shall be without prejudice to the contract rights of the Corporation, if any. Any officer elected or appointed by the Board may be

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removed at any time, with or without cause, by vote of a majority of the entire Board. Any vacancy occurring in any office of the Corporation shall be filled by the Board. The removal of an officer without cause shall be without prejudice to the officer’s contract rights, if any. The election or appointment of an officer shall not of itself create contract rights.

5.5 Fidelity Bonds. The Corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.

5.6 Chairman. The Chairman, if one shall have been appointed, shall preside at all meetings of the Board and shall exercise such powers and perform such other duties as shall be determined from time to time by the Board.

5.7 President. The President shall be the Chief Executive Officer of the Corporation and shall have general supervision over the business of the Corporation, subject, however, to the control of the Board and of any duly authorized committee of Directors. The President shall preside at all meetings of the Stockholders and at all meetings of the Board at which the Chairman (if there be one) is not present. The President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments except in cases in which the signing and execution thereof shall be expressly delegated by the Board or by these By-laws to some other officer or agent of the Corporation or shall be required by statute otherwise to be signed or executed and, in general, the President shall perform all duties incident to the office of President of a corporation and such other duties as may from time to time be assigned to the President by the Board.

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5.8 Vice Presidents. At the request of the President, or, in the President’s absence, at the request of the Board, the Vice Presidents shall (in such order as may be designated by the Board, or, in the absence of any such designation, in order of seniority based on age) perform all of the duties of the President and, in so performing, shall have all the powers of, and be subject to all restrictions upon, the President. Any Vice President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments, except in cases in which the signing and execution thereof shall be expressly delegated by the Board or by these By-laws to some other officer or agent of the Corporation, or shall be required by statute otherwise to be signed or executed, and each Vice President shall perform such other duties as from time to time may be assigned to such Vice President by the Board or by the President.

5.9 Secretary. The Secretary shall attend all meetings of the Board and of the Stockholders and shall record all the proceedings of the meetings of the Board and of the stockholders in a book to be kept for that purpose, and shall perform like duties for committees of the Board, when required. The Secretary shall give, or cause to be given, notice of all special meetings of the Board and of the stockholders and shall perform such other duties as may be prescribed by the Board or by the President, under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the Corporation, and the Secretary, or an Assistant Secretary, shall have authority to impress the same on any instrument requiring it, and when so impressed the seal may be attested by the signature of the Secretary or by the signature of such Assistant Secretary. The Board may give general authority to any other officer to impress the seal of the Corporation and to attest the same by such officer’s signature. The Secretary or an

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Assistant Secretary may also attest all instruments signed by the President or any Vice President. The Secretary shall have charge of all the books, records and papers of the Corporation relating to its organization and management, shall see that the reports, statements and other documents required by statute are properly kept and filed and, in general, shall perform all duties incident to the office of Secretary of a corporation and such other duties as may from time to time be assigned to the Secretary by the Board or by the President.

5.10 Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds, securities and notes of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any sources whatsoever; deposit all such moneys and valuable effects in the name and to the credit of the Corporation in such depositaries as may be designated by the Board; against proper vouchers, cause such funds to be disbursed by checks or drafts on the authorized depositaries of the Corporation signed in such manner as shall be determined by the Board and be responsible for the accuracy of the amounts of all moneys so disbursed; regularly enter or cause to be entered in books or other records maintained for the purpose full and adequate account of all moneys received or paid for the account of the Corporation; have the right to require from time to time reports or statements giving such information as the Treasurer may desire with respect to any and all financial transactions of the Corporation from the officers or agents transacting the same; render to the President or the Board, whenever the President or the Board shall require the Treasurer so to do, an account of the financial condition of the Corporation and of all financial transactions of the Corporation; exhibit at all reasonable times the records and books of

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account to any of the Directors upon application at the office of the Corporation where such records and books are kept; disburse the funds of the Corporation as ordered by the Board; and, in general, perform all duties incident to the office of Treasurer of a corporation and such other duties as may from time to time be assigned to the Treasurer by the Board or the President.

5.11 Assistant Secretaries and Assistant Treasurers. Assistant Secretaries and Assistant Treasurers shall perform such duties as shall be assigned to them by the Secretary or by the Treasurer, respectively, or by the Board or by the President.

ARTICLE 6

CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

6.1 Execution of Contracts. The Board, except as otherwise provided in these By-laws, may prospectively or retroactively authorize any officer or officers, employee or employees or agent or agents, in the name and on behalf of the Corporation, to enter into any contract or execute and deliver any instrument, and any such authority may be general or confined to specific instances, or otherwise limited.

6.2 Loans. The Board may prospectively or retroactively authorize the President or any other officer, employee or agent of the Corporation to effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual, and for such loans and advances the person so authorized may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, and, when authorized by the Board so to do, may pledge and hypothecate or transfer any securities or other property of

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the Corporation as security for any such loans or advances. Such authority conferred by the Board may be general or confined to specific instances, or otherwise limited.

6.3 Checks, Drafts, Etc. All checks, drafts and other orders for the payment of money out of the funds of the Corporation and all evidences of indebtedness of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board.

6.4 Deposits. The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation with such banks, trust companies, investment banking firms, financial institutions or other depositaries as the Board may select or as may be selected by an officer, employee or agent of the Corporation to whom such power to select may from time to time be delegated by the Board.

ARTICLE 7

STOCK AND DIVIDENDS

7.1 Certificates Representing Shares. The shares of capital stock of the Corporation shall be represented by certificates in such form (consistent with the provisions of Section 158 of the General Corporation Law) as shall be approved by the Board. Such certificates shall be signed by the Chairman, the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and may be impressed with the seal of the Corporation or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles, if the certificate is countersigned by a transfer agent or registrar other than the Corporation itself or its employee. In case any officer, transfer agent or registrar who has signed or whose

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facsimile signature has been placed upon any certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may, unless otherwise ordered by the Board, be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

7.2 Transfer of Shares. Transfers of shares of capital stock of the Corporation shall be made only on the books of the Corporation by the holder thereof or by the holder’s duly authorized attorney appointed by a power of attorney duly executed and filed with the Secretary or a transfer agent of the Corporation, and on surrender of the certificate or certificates representing such shares of capital stock properly endorsed for transfer and upon payment of all necessary transfer taxes. Every certificate exchanged, returned or surrendered to the Corporation shall be marked “Canceled,” with the date of cancellation, by the Secretary or an Assistant Secretary or the transfer agent of the Corporation. A person in whose name shares of capital stock shall stand on the books of the Corporation shall be deemed the owner thereof to receive dividends, to vote as such owner and for all other purposes as respects the Corporation. No transfer of shares of capital stock shall be valid as against the Corporation, its stockholders and creditors for any purpose, except to render the transferee liable for the debts of the Corporation to the extent provided by law, until such transfer shall have been entered on the books of the Corporation by an entry showing from and to whom transferred.

7.3 Transfer and Registry Agents. The Corporation may from time to time maintain one or more transfer offices or agents and registry offices or agents at such place or places as may be determined from time to time by the Board.

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7.4 Lost, Destroyed, Stolen and Mutilated Certificates. The holder of any shares of capital stock of the Corporation shall immediately notify the Corporation of any loss, destruction, theft or mutilation of the certificate representing such shares, and the Corporation may issue a new certificate to replace the certificate alleged to have been lost, destroyed, stolen or mutilated. The Board may, in its discretion, as a condition to the issue of any such new certificate, require the owner of the lost, destroyed, stolen or mutilated certificate, or his or her legal representatives, to make proof satisfactory to the Board of such loss, destruction, theft or mutilation and to advertise such fact in such manner as the Board may require, and to give the Corporation and its transfer agents and registrars, or such of them as the Board may require, a bond in such form, in such sums and with such surety or sureties as the Board may direct, to indemnify the Corporation and its transfer agents and registrars against any claim that may be made against any of them on account of the continued existence of any such certificate so alleged to have been lost, destroyed, stolen or mutilated and against any expense in connection with such claim.

7.5 Rules and Regulations. The Board may make such rules and regulations as it may deem expedient, not inconsistent with these By-laws or with the Certificate of Incorporation, concerning the issue, transfer and registration of certificates representing shares of its capital stock.

7.6 Restriction on Transfer of Stock. A written restriction on the transfer or registration of transfer of capital stock of the Corporation, if permitted by Section 202 of the General Corporation Law and noted conspicuously on the certificate representing such capital stock, may be enforced against the holder of the restricted

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capital stock or any successor or transferee of the holder, including an executor, administrator, trustee, guardian or other fiduciary entrusted with like responsibility for the person or estate of the holder. Unless noted conspicuously on the certificate representing such capital stock, a restriction, even though permitted by Section 202 of the General Corporation Law, shall be ineffective except against a person with actual knowledge of the restriction. A restriction on the transfer or registration of transfer of capital stock of the Corporation may be imposed either by the Certificate of Incorporation or by an agreement among any number of stockholders or among such stockholders and the Corporation. No restriction so imposed shall be binding with respect to capital stock issued prior to the adoption of the restriction unless the holders of such capital stock are parties to an agreement or voted in favor of the restriction.

7.7 Dividends, Surplus, Etc. Subject to the provisions of the Certificate of Incorporation and of law, the Board:

7.7.1 may declare and pay dividends or make other distributions on the outstanding shares of capital stock in such amounts and at such time or times as it, in its discretion, shall deem advisable giving due consideration to the condition of the affairs of the Corporation;

7.7.2 may use and apply, in its discretion, any of the surplus of the Corporation in purchasing or acquiring any shares of capital stock of the Corporation, or purchase warrants therefor, in accordance with law, or any of its bonds, debentures, notes, scrip or other securities or evidences of indebtedness; and

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7.7.3 may set aside from time to time out of such surplus or net profits such sum or sums as, in its discretion, it may think proper, as a reserve fund to meet contingencies, or for equalizing dividends or for the purpose of maintaining or increasing the property or business of the Corporation, or for any purpose it may think conducive to the best interests of the Corporation.

ARTICLE 8

BOOKS AND RECORDS

8.1 Books and Records. There shall be kept at the principal office of the Corporation correct and complete records and books of account recording the financial transactions of the Corporation and minutes of the proceedings of the stockholders, the Board and any committee of the Board. The Corporation shall keep at its principal office, or at the office of the transfer agent or registrar of the Corporation, a record containing the names and addresses of all stockholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof.

8.2 Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible written form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

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8.3 Inspection of Books and Records. Except as otherwise provided by law, the Board shall determine from time to time whether, and, if allowed, when and under what conditions and regulations, the accounts, books, minutes and other records of the Corporation, or any of them, shall be open to the stockholders for inspection.

ARTICLE 9

INDEMNIFICATION

9.1 Indemnity Undertaking. To the extent not prohibited by law, the Corporation shall indemnify any person who is or was made, or threatened to be made, a party to any threatened, pending or completed action, suit or proceeding (a “Proceeding”), whether civil, criminal, administrative or investigative, including, without limitation, an action by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that such person, or a person of whom such person is the legal representative, is or was a Director or officer of the Corporation, or, at the request of the Corporation, is or was serving as a director or officer of any other corporation or in a capacity with comparable authority or responsibilities for any partnership, joint venture, trust, employee benefit plan or other enterprise (an “Other Entity”), against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including attorneys’ fees, disbursements and other charges). Persons who are not directors or officers of the Corporation (or otherwise entitled to indemnification pursuant to the preceding sentence) may be similarly indemnified in respect of service to the Corporation or to an Other Entity at the request of the Corporation to the extent the Board at any time specifies that such persons are entitled to the benefits of this Article 9.

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9.2 Advancement of Expenses. The Corporation shall, from time to time, reimburse or advance to any Director or officer or other person entitled to indemnification hereunder the funds necessary for payment of expenses, including attorneys’ fees and disbursements, incurred in connection with any Proceeding, in advance of the final disposition of such Proceeding; provided, however, that, if required by the General Corporation Law, such expenses incurred by or on behalf of any Director or officer or other person maybe paid in advance of the final disposition of a Proceeding only upon receipt by the Corporation of an undertaking, by or on behalf of such Director or officer (or other person indemnified hereunder), to repay any such amount so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal that such Director, officer or other person is not entitled to be indemnified for such expenses.

9.3 Rights Not Exclusive. The rights to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Article 8 shall not be deemed exclusive of any other rights to which a person seeking indemnification or reimbursement or advancement of expenses may have or hereafter be entitled under any statute, the Certificate of Incorporation, these By-laws, any agreement, any vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

9.4 Continuation of Benefits. The rights to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Article 8 shall continue as to a person who has ceased to be a Director or officer (or other

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person indemnified hereunder) and shall inure to the benefit of the executors, administrators, legatees and distributees of such person.

9.5 Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of an Other Entity, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article 8, the Certificate of Incorporation or under section 145 of the General Corporation Law or any other provision of law.

9.6 Binding Effect. The provisions of this Article 8 shall be a contract between the Corporation, on the one hand, and each Director and officer who serves in such capacity at any time while this Article 8 is in effect and any other person entitled to indemnification hereunder, on the other hand, pursuant to which the Corporation and each such Director, officer or other person intend to be, and shall be legally bound. No repeal or modification of this Article 8 shall affect any rights or obligations with respect to any state of facts then or theretofore existing or thereafter arising or any proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

9.7 Procedural Rights. The rights to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Article 8 shall be enforceable by any person entitled to such indemnification or

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reimbursement or advancement of expenses in any court of competent jurisdiction. The burden of proving that such indemnification or reimbursement or advancement of expenses is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, its independent legal counsel and its stockholders) to have made a determination prior to the commencement of such action that such indemnification or reimbursement or advancement of expenses is proper in the circumstances nor an actual determination by the Corporation (including its Board of Directors, its independent legal counsel and its stockholders) that such person is not entitled to such indemnification or reimbursement or advancement of expenses shall constitute a defense to the action or create a presumption that such person is not so entitled. Such a person shall also be indemnified for any expenses incurred in connection with successfully establishing his or her right to such indemnification or reimbursement or advancement of expenses, in whole or in part, in any such proceeding.

9.8 Service Deemed at Corporation’s Request. Any Director or officer of the Corporation serving in any capacity (a) another corporation of which a majority of the shares entitled to vote in the election of its directors is held, directly or indirectly, by the Corporation or (b) any employee benefit plan of the Corporation or any corporation referred to in clause (a) shall be deemed to be doing so at the request of the Corporation.

9.9 Election of Applicable Law. Any person entitled to be indemnified or to reimbursement or advancement of expenses as a matter of right pursuant to this Article 8 may elect to have the right to indemnification or reimbursement or advancement of expenses interpreted on the basis of the applicable law in effect at the time of the occurrence of the event or events giving rise to the applicable Proceeding, to

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the extent permitted by law, or on the basis of the applicable law in effect at the time such indemnification or reimbursement or advancement of expenses is sought. Such election shall be made, by a notice in writing to the Corporation, at the time indemnification or reimbursement or advancement of expenses is sought; provided, however, that if no such notice is given, the right to indemnification or reimbursement or advancement of expenses shall be determined by the law in effect at the time indemnification or reimbursement or advancement of expenses is sought.

ARTICLE 10

SEAL

The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

ARTICLE 11

FISCAL YEAR

The fiscal year of the Corporation shall be fixed, and may be changed, by resolution of the Board.

ARTICLE 12

PROXIES AND CONSENTS

Unless otherwise directed by the Board, the Chairman, the President, any Vice President, the Secretary or the Treasurer, or any one of them, may execute and deliver on behalf of the Corporation proxies respecting any and all shares or other ownership interests of any Other Entity owned by the Corporation appointing such person

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or persons as the officer executing the same shall deem proper to represent and vote the shares or other ownership interests so owned at any and all meetings of holders of shares or other ownership interests, whether general or special, and/or to execute and deliver consents respecting such shares or other ownership interests; or any of the aforesaid officers may attend any meeting of the holders of shares or other ownership interests of such Other Entity and thereat vote or exercise any or all other powers of the Corporation as the holder of such shares or other ownership interests.

ARTICLE 13

AMENDMENTS

These By-laws may be amended or repealed and new By-laws may be adopted by a vote of the holders of shares entitled to vote in the election of Directors or by the Board. Any By-laws adopted or amended by the Board may be amended or repealed by the Stockholders entitled to vote thereon.

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EX-3.7

Exhibit 3.7

LIMITED LIABILITY COMPANY AGREEMENT

OF

LOEWS CINEPLEX U.S. CALLCO, LLC

This Limited Liability Company Agreement dated as of August 9, 2002 (this “Agreement”) of Loews Cineplex U.S. Callco, LLC (the “Company”) is made and entered into by Loews Cineplex Entertainment Corporation, as the sole member of the Company (the “Member”).

The Member, by the filing of the certificate of formation with the Delaware Secretary of State, has formed a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del.C. § 18-101 et. seg., as amended from time to time (the “Act”), and hereby agrees as follows:

ARTICLE I

Introduction

SECTION 1.1. Formation of Limited Liability Company. The name of the limited liability company formed hereby is Loews Cineplex U.S. Callco, LLC. The Member is hereby authorized to execute, deliver and file the certificate of formation and any amendments and/or restatements thereof (the “Certificate”) and any other certificates and any amendments and/or restatements thereof necessary for the Company to qualify to do business in each jurisdiction in which the Company may conduct business. The Company’s business shall be conducted under such name until such time as the Member shall hereafter designate otherwise and file an amendment to the Certificate in accordance with applicable law.

This Agreement is subject to, and governed by, the Act and the Certificate. In the event of a direct conflict between the provisions of this Agreement and the mandatory provisions of the Act or the provisions of the Certificate, such provisions of the Act or the Certificate, as the case may be, will be controlling. To the extent any provision of this Agreement is prohibited or ineffective under the Act, this Agreement shall be considered amended to the smallest degree possible in order to make this Agreement effective under the Act. In the event the Act is subsequently amended or interpreted in such a way to make any provision of this Agreement that was formerly invalid thereafter valid, such provision shall be considered to be valid from the effective date of such interpretation or amendment.

SECTION 1.2. Term. The Company shall be dissolved and its affairs wound up in accordance with the Act.

SECTION 1.3. Defined Terms. The terms used in this Agreement with their initial letters capitalized shall, unless the context otherwise requires or unless otherwise expressly provided herein, have the respective meanings specified in this Section 1.3.

“Act” shall have the meaning set forth in the recital to this Agreement.

“Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control with such Person or is a director or officer of such Person.

“Agreement” shall mean this limited liability company agreement as originally executed and as amended from time to time.

“Capital Account” shall have the meaning set forth in Section 2.6(b).

“Capital Contribution” shall mean the total value of cash and agreed gross fair market value of property contributed and agreed to be contributed to the Company by the Member, as shown on Exhibit A, as the same may be amended from time to time. Additional Capital Contributions may be made by the Member. The failure to amend Exhibit A to reflect an additional Capital Contribution shall not affect the characterization of the contribution.

“Certificate” shall have the meaning set forth in Section 1.1.

“Code” shall mean the Internal Revenue Code of 1986, as amended. All references herein to sections of the Code shall include any corresponding provision or provisions of succeeding law.

“Company” shall have the meaning set forth in the first paragraph of this Agreement.

“Control” (including the terms “Controlling” and “Controlled by”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or voting interests, by contract or otherwise.

“Distribution” shall mean any distribution of cash or other property made by the Company to the Member. None of (i) the repayment of any loan made by the Member to the Company, (ii) any payment of fees to the Member or (iii) any reimbursement of disbursements shall be considered a Distribution hereunder.

“Initial Capital Contribution” shall mean the initial contribution by the Member to the capital of the Company pursuant to this Agreement, as reflected on Exhibit A hereto.

“Member” shall have the meaning set forth in the first paragraph of this Agreement.

“Membership Interest” in the Company shall mean the entire ownership interest of the Member in the Company at any particular time, including the Member’s interest in the capital,

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profits and losses of the Company and the right of the Member to any and all benefits to which the Member may be entitled as provided in this Agreement and under the Act (including the right to receive Distributions hereunder), together with the obligations of the Member to comply with all of the terms and provisions of this Agreement and the Act.

“Person” shall mean an individual, partnership, corporation (including a business trust), joint stock company, limited liability company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

SECTION 1.4. Company Purposes. The purposes of the Company are to engage in any activity permitted to limited liability companies under the laws of the State of Delaware.

ARTICLE II

Member, Membership Interest

SECTION 2.1. Name, Address and Initial Capital Contribution; Principal Office.

(a) The Member and its Initial Capital Contribution to the Company and its taxpayer identification number are set forth on Exhibit A. The address of the Member is 711 Fifth Avenue, New York, New York 10022.

(b) The principal office of the Company shall be located at 711 Fifth Avenue, New York, New York 10022, or as the Member may otherwise determine.

(c) The registered agent for the service of process and the registered office in the State of Delaware shall be that Person and location reflected in the Certificate. The Member may, from time to time, change the registered agent or office through appropriate filing with the Secretary of State of the State of Delaware. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Member shall promptly designate a replacement registered agent or file a notice of change of address, as the case may be.

SECTION 2.2. Additional Capital Contributions. In order to obtain additional funds or for other business purposes, the Member may decide to make additional Capital Contributions to the Company. Any such additional Capital Contributions shall be in such amounts as determined by the Member and may be in cash or any type of property. The Member shall not be required to make any Capital Contributions to the Company other than the Initial Capital Contribution.

SECTION 2.3. Member Loans. Loans by the Member to the Company shall not be considered additional contributions to the capital of the Company unless otherwise agreed by the Member.

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SECTION 2.4. Distributions. Distributions with respect to the Membership Interest shall be made in accordance with Article VI.

SECTION 2.5. Certificate for Membership Interest. The Membership Interest of the Member may be represented by a certificate. The exact contents of any such certificate shall be determined by the Member.

SECTION 2.6. Capital and Capital Account.

(a) No interest shall be paid on any Capital Contribution.

(b) A capital account (the “Capital Account”) shall be established and maintained on behalf of the Member.

(c) The Member shall not receive out of Company property any part of its Capital Contributions until all liabilities of the Company, except liabilities to the Member on account of its Capital Contributions, have been paid or unless there remains property of the Company sufficient to pay them.

SECTION 2.7. Limitation on Liability. The Member shall not be liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, except as provided by law or as specifically provided otherwise herein. The Member shall not be required to loan any funds to the Company. The Member shall not be required to make any contribution to the Company by reason of any negative balance in the Member’s Capital Account, nor shall any negative balance in the Member’s Capital Account create any liability on the part of the Member to any third party.

SECTION 2.8. Bankruptcy or Dissolution of Member. The occurrence of any of the events specified in Section 18-304(a)(1) through (6) or 18-304(b) of the Act shall not result in the Member ceasing to be a member of the Company.

ARTICLE III

Management and Control of Business

SECTION 3.1. Management by Directors. Management of the Company shall be vested in the Board of Directors, and all powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Board of Directors, unless otherwise provided in the Act, the Certificate or this Agreement. Unless otherwise expressly provided in this Agreement, so long as two or three directors constitute

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the entire board such management authority and powers shall be exercised only with the agreement of any two directors.

(a) The number of directors of the Company shall be determined from time to time by resolution of the directors; provided, however, that no decrease in the number of directors shall shorten the term of an incumbent director. Each director shall hold office for the term for which he is elected and thereafter until his successor shall have been elected and qualified, or until his earlier death, resignation or removal. Directors need not be residents of the State of Delaware. The initial directors of the Company shall be Messrs. Timothy A.R. Duncanson, Anthony Munk and Travis Reid.

(b) Any vacancy occurring in the directors or a director position to be filled by reason of an increase in the number of directors may be filled by the Member. Any director may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the remaining directors. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

SECTION 3.2. Meetings of Directors.

(a) Meetings of the directors may be held each year on such dates and in such place or places within the United States as the directors may determine. No notice of such meetings shall be required.

(b) Subject to the applicable laws of the State of Delaware, any action required or permitted to be taken at a director’s meeting may be taken without a meeting if the action is taken by the requisite number of directors entitled to vote on the action. The action must be evidenced by one or more written consents describing the action to be taken, signed by the directors entitled to vote on the action, and delivered to the Company for inclusion in the minutes.

(c) Any or all directors may participate in any directors’ meetings by, or through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director so participating is deemed to be present in person at the meeting.

SECTION 3.3. Liability and Indemnification.

(a) The directors shall not be liable, responsible or accountable, in damages or otherwise, to the Company for any act performed by such director with respect to Company matters, except for fraud, gross negligence or an intentional breach of this Agreement.

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(b) The Company shall indemnify the director for any act performed by such director with respect to Company matters, except for fraud, gross negligence or an intentional breach of this Agreement by such person.

ARTICLE IV

Officers

SECTION 4.1. Officers. The directors may elect officers at any directors’ meeting. The officers of the Company, if deemed necessary or appropriate by the directors, shall be a president, vice president, secretary and treasurer, and may be such other officers as the directors shall elect from time to time. Each officer shall hold office for the term for which he is elected until his successor has been elected. Each officer shall perform such duties as shall be authorized by the directors. Any individual may hold any number of offices. No officer need be a resident of the State of Delaware or citizen or resident of the United States. Any officer elected may be removed by any director whenever it is judged to be in the best interests of the Company.

SECTION 4.2. Assistant Officers. Assistant officers may be elected by the directors at any time. No assistant officer need be a resident of the State of Delaware or citizen or resident of the United States. Each assistant officer shall perform such duties as shall be delegated by the officer for whom the assistant holds office to assist. Any assistant officer may be removed by any director at any time.

ARTICLE V

Accounting and Records

SECTION 5.1. Records and Accounting. The books and records of the Company shall be kept, and the financial position and the results of its operations recorded, at the expense of the Company in accordance with the accounting methods elected to be followed by the Company for Federal income tax purposes. The books and records of the Company shall reflect all Company transactions and shall be appropriate and adequate for the Company’s business. The fiscal year of the Company for financial reporting and for federal income tax purposes shall end on December 31 of each year.

SECTION 5.2. Access to Accounting Records. All books and records of the Company shall be maintained at any office of the Company or at the Company’s principal place of business, and the Member and the Member’s duly authorized representative shall have access to them at such office of the Company and the right to inspect and copy them at reasonable times.

SECTION 5.3. Income Tax Status and Elections. The Company shall be treated as a sole proprietorship of the Member for Federal and other income tax purposes consistent with

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Treasury Regulation Sections 301.7701-2(c)(2)(i) and 301.7701-3(b)(ii) and shall not make any elections for Federal income tax purposes inconsistent therewith.

SECTION 5.4. Other Records. The Company shall maintain records at the principal office of the Company or such other place as the Member may determine which shall include the following:

(a) the Capital Account of the Member and the Membership Interest of the Member;

(b) a current list of the full name and last known business or mailing address of the Member;

(c) a copy of the Certificate of the Company and all amendments thereto; and

(d) copies of the Company’s currently effective written Agreement, copies of any writings permitted or required with respect to the Member’s obligation to contribute cash, property or services to the Company, and copies of any financial statements of the Company for the three most recent fiscal years.

ARTICLE VI

Allocations; Distributions and Interests

SECTION 6.1. Distributions. Subject to Section 18-607 of the Act, Distributions of cash and other assets shall be made to the Member from time to time as determined by the Member.

SECTION 6.2. Allocation of Profit or Loss. Profits and losses, and each item of Company income, gain, loss, deduction and tax preference with respect thereto, for each fiscal year (or shorter period in respect of which such items are to be allocated) shall be allocated to the Member, consistent with the characterization of the Company as a sole proprietorship of the Member pursuant to Section 5.3.

SECTION 6.3. Distributions and Allocations upon Liquidation. Upon liquidation of the Company (or the Member’s Membership Interest), liquidating distributions will be made pursuant to Section 6.1 and in accordance with the positive Capital Account balance of the Member as of the date of liquidation, as determined after taking into account all Capital Account adjustments for the Company’s taxable year during which the liquidation occurs.

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ARTICLE VII

Changes in Membership

SECTION 7.1. No Transfers. The Member may not, directly or indirectly, sell, assign, transfer, give, hypothecate, pledge, encumber or otherwise dispose of all or any portion of its interest as a Member of the Company, or grant or assign any participation in its right to receive Distributions or allocations of profits or losses in respect thereof, whether voluntarily or by operation of law.

ARTICLE VIII

Dissolution

SECTION 8.1. Events of Dissolution. The Company shall be dissolved in accordance with the Act.

SECTION 8.2. Effect of Dissolution. Upon dissolution, the Company shall not be terminated and shall continue until a winding up of the affairs of the Company is completed and a certificate of dissolution has been issued by the Secretary of State of the State of Delaware.

SECTION 8.3. Procedure for Dissolution. If the Company is dissolved, the Member shall wind up the Company’s affairs. On winding up of the Company, the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

SECTION 8.4. Filing of Certificate of Cancellation. If the Company is dissolved, upon completion of the winding up of the Company, the Member shall promptly file a Certificate of Cancellation with the office of the Delaware Secretary of State.

ARTICLE IX

Miscellaneous

SECTION 9.1. Complete Agreement. This Agreement and the Certificate constitute the complete and exclusive statement of the Member, and replace and supersede all prior agreements and all prior written and oral statements by the Member with respect to the subject matter hereof. No representation, statement, condition or warranty not contained in this Agreement or the Certificate will be binding on the Member or have any force or effect whatsoever with respect to the subject matter hereof.

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SECTION 9.2. Governing Law. This Agreement and the rights of the parties hereunder will be governed by, interpreted and enforced in accordance with the laws of the State of Delaware.

SECTION 9.3. Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and inure to the benefit of the Member and its successors and assigns.

SECTION 9.4. Terms. Common nouns and pronouns will be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the person or persons, firm or corporation may in the context require.

SECTION 9.5. Headings. All headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement.

SECTION 9.6. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under the present or future laws effective during the term of this Agreement, such provision will be fully severable; this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

SECTION 9.7. Additional Documents and Acts. The Member agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and the transactions contemplated hereby.

SECTION 9.8. No Third-Party Beneficiary. This Agreement is made solely and specifically for the benefit of the party hereto and its successors and assigns subject to the express provisions hereof relating to successors and assigns, and no other person will have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

SECTION 9.9. Notices. Any notice to be given or to be served upon the Company or the Member in connection with this Agreement must be in writing and will be deemed to have been given and received when delivered to the address specified by the party to receive the notice. Such notices will be given to the Member at the address specified in Section 2.1(a) and to the Company at the address specified in Section 2.1 (b). The Member or the Company may, at any time

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by giving five days’ prior written notice to the other, designate any other address in substitution of the foregoing address to which such notice will be given.

SECTION 9.10. Amendments. All amendments to this Agreement must be in writing and signed by the Member.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the Member has executed this Agreement to be effective as of the date and year first above written.

LOEWS CINEPLEX ENTERTAINMENT CORPORATION
By:	/s/    JOHN C. MCBRIDE, JR.
Name:	John C. McBride, Jr.
Title:	SeniorVice President & General Counsel

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EXHIBIT A

Member:	LOEWS CINEPLEX ENTERTAINMENT CORPORATION
Initial Capital Contribution:	$100.00
Taxpayer I.D. #54-2071339

A-1

EX-3.8

Exhibit 3.8

AMENDMENT NO. 1 TO

LIMITED LIABILITY COMPANY AGREEMENT

OF

DOWNTOWN BOSTON CINEMAS, LLC

AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT, dated as of December 18, 2000 (the “Amendment”), by and among Plitt Theatres, Inc. (the “Sole Member”) and Downtown Boston Cinemas, LLC (the “Company”).

WHEREAS, the Sole Member and the Company desire to amend that certain Limited Liability Company Agreement, dated as of October 28, 1999 (the “LLC Agreement”), by and between the Sole Member and the Company, in connection with the Company entering into that certain Amended and Restated Lease Agreement, dated as of December 18, 2000, between the Company, as tenant, and New Commonwealth Center Limited Partnership, as landlord.

Accordingly, in consideration of the mutual promises made herein, the parties hereto hereby agree as follows:

1. Section 2 of the LLC Agreement is hereby amended to read in its entirety as follows:

“2. Purpose. The Company has been organized for the sole purpose of entering into that certain Lease Agreement, dated as of October 29, 1999, between the Company, as tenant, and New Commonwealth Center Limited Partnership, as landlord (the “Landlord”) (as the same may be supplemented, amended and/or restated from time to time, including, without limitation, by that certain Amended and Restated Lease Agreement, dated as of December 18, 2000, between the Company and the Landlord, the “Lease Agreement”), and to conduct any lawful act or activity reasonably consistent with the operation of the Company’s business under and pursuant to the terms of the Lease Agreement, including, without limitation, any lawful act or activity involving or related to the construction, ownership and operation of motion picture theatres in any capacity in which such theatres may be lawfully operated or exploited.”

2. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of law principles of such State.

IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of the date first above written.

SOLE MEMBER:
PLITT THEATRES, INC.
By:	/s/    JOHN J. WALKER
Name:	John J. Walker
Title:	Senior Vice President and
	Chief Financial Officer
COMPANY:
DOWNTOWN BOSTON CINEMAS, LLC
By:	Plitt Theatres, Inc.
Its:	Sole Member
	By:	/s/    JOSEPH SPARACIO
	Name:	Joseph Sparacio
	Title:	Vice President, Finance and
		Controller

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LIMITED LIABILITY COMPANY AGREEMENT

OF

DOWNTOWN BOSTON CINEMAS, LLC

LIMITED LIABILITY COMPANY AGREEMENT, dated as of October 28, 1999 by and among the party listed on Schedule A, attached hereto (the “Sole Member”) and the Company (as hereinafter defined).

Preliminary Statement

The Sole Member desires to form a limited liability company (the “Company”) under the Delaware Limited Liability Company Act as amended from time to time (the “Act”).

Accordingly, in consideration of the mutual promises made herein, the parties hereto hereby agree as follows:

1. Name. The name of the Company is “Downtown Boston Cinemas, LLC” or such other name determined by the Sole Member.

2. Purpose. The Company has been organized to conduct any lawful act or activity permitted under the Act including, without limitation, any lawful act or activity involving or related to the construction, ownership and operation of motion picture theatres.

3. Registered Office; Registered Agent. The registered office of the Company is set forth in the Certificate of Formation of the Company filed in the state of organization of the Company (the “Certificate”). The name and address of the registered agent of the Company for service of process on the Company is the registered office of the Company as set forth in the Certificate.

4. Sole Member. The name and the address of the Sole Member is set forth on Schedule A, attached hereto. The Sole Member shall be the sole managing member of the Company.

5. Management of the Company. The business and affairs of the Company shall be managed by the Sole Member, who shall have the exclusive power and authority, on behalf of the Company, to take any action of any kind not inconsistent with the provisions of this Agreement and the Act and to do anything and everything it deems necessary or appropriate to carry on the business and purposes of the Company, including, without limitation, to designate such bank or banks as it shall deem appropriate as a depositary or depositaries for the funds of the Company; to designate signatories to execute checks and other documents on behalf of the Company with respect to such accounts; and to sell, pledge, encumber or in any way alienate or dispose of all or any part of the property and assets of the Company. There shall not be a “manager” (within the meaning of the Act) of the Company. The Sole Member is, to the extent

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of its rights and powers set forth in this Agreement and the Act, an agent of the Company for the purpose of the Company’s business, and (i) the actions of the Sole Member taken in accordance with such rights and powers shall bind the Company and (ii) the officers of the Sole Member are authorized and directed to execute and deliver, in the name and on behalf of the Company, under its corporate seal or otherwise, any and all certificates, agreements, undertakings, authorizations, and other instruments or documents as shall be necessary or appropriate to carry out the intent and accomplish the purposes of this paragraph.

6. Dissolution. The Company shall be dissolved and its affairs shall be wound up in accordance with the Act upon the earlier to occur of: (a) the written action taken by the Sole Member; (b) the event or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the Company specified in the Act.

7. Initial Capital Contribution; Percentage Interests. Simultaneously herewith, the Sole Member shall make a capital contribution to the Company in the amount set forth with respect to it in Schedule A, attached hereto. Unless otherwise specified by Schedule A, attached hereto, the percentage interest of the Sole Member in the Company shall be equal to 100%.

8. Additional Contributions. The Sole Member shall not have any obligation to make additional capital contributions to the Company.

9. Tax Matters. The Sole Member intends that the Company be disregarded as an entity separate from its owner for Federal income tax purposes.

10. Distributions. Distributions shall be made to the Sole Member at the times and in the aggregate amounts determined by the Sole Member.

11. Liability of the Sole Member. The Sole Member shall not have any liability for the obligations or liabilities of the Company except to the extent expressly provided in the Act.

12. Benefits of Agreement. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or of the Sole Member.

13. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of law principles of such State.

14. Amendments. This Agreement may be amended only by written instrument executed by the Sole Member.

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IN WITNESS WHEREOF, the undersigned have duly executed this Limited Liability Company Agreement as of the date first above written.

SOLE MEMBER:
PLITT THEATRES, INC.
By:	/s/    JOHN J. WALKER
Name:	John J. Walker
Title:	Senior Vice President and
	Chief Financial Officer
COMPANY:
DOWNTOWN BOSTON CINEMAS, LLC
By:	Plitt Theatres, Inc.
Its:	Sole Member
	By:	/s/    JOSEPH SPARACIO
	Name:	Joseph Sparacio
	Title:	Vice President, Finance and
		Controller

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Schedule A

Sole Member:	Contribution:
Plitt Theatres, Inc.	$	100.00

EX-3.9

Exhibit 3.9

LIMITED LIABILITY COMPANY AGREEMENT

OF

GATEWAY CINEMAS, LLC

LIMITED LIABILITY COMPANY AGREEMENT, dated as of October 25, 2004 by and among the party listed on Schedule A, attached hereto (the “Sole Member”) and the Company (as hereinafter defined).

Preliminary Statement

The Sole Member desires to form a limited liability company (the “Company”) under the Delaware Limited Liability Company Act as amended from time to time (the “Act”).

Accordingly, in consideration of the mutual promises made herein, the parties hereto hereby agree as follows:

1. Name. The name of the Company is “Gateway Cinemas, LLC” or such other name determined by the Sole Member.

2. Purpose. The Company has been organized to conduct any lawful act or activity permitted under the Act including, without limitation, any lawful act or activity involving or related to the construction, ownership and operation of motion picture theatres.

3. Registered Office; Registered Agent. The registered office of the Company is set forth in the Certificate of Formation of the Company filed in the state of organization of the Company (the “Certificate”). The name and address of the registered agent of the Company for service of process on the Company is the registered office of the Company as set forth in the Certificate.

4. Sole Member. The name and the address of the Sole Member is set forth on Schedule A, attached hereto. The Sole Member shall be the sole managing member of the Company.

5. Management of the Company. The business and affairs of the Company shall be managed by the Sole Member, who shall have the exclusive power and authority, on behalf of the Company, to take any action of any kind not inconsistent with the provisions of this Agreement and the Act and to do anything and everything it deems necessary or appropriate to carry on the business and purposes of the Company, including, without limitation, to designate such bank or banks as it shall deem appropriate as a depositary or depositaries for the funds of the Company; to designate signatories to execute checks and other documents on behalf of the Company with respect to such accounts; and to sell, pledge, encumber or in any way alienate or dispose of all or any part of the property and assets of the Company. There shall not be a “manager” (within the meaning of the Act) of the Company. The Sole Member is, to the extent

of its rights and powers set forth in this Agreement and the Act, an agent of the Company for the purpose of the Company’s business, and (i) the actions of the Sole Member taken in accordance with such rights and powers shall bind the Company and (ii) the officers of the Sole Member are authorized and directed to execute and deliver, in the name and on behalf of the Company, under its corporate seal or otherwise, any and all certificates, agreements, undertakings, authorizations, and other instruments or documents as shall be necessary or appropriate to carry out the intent and accomplish the purposes of this paragraph.

6. Dissolution. The Company shall be dissolved and its affairs shall be wound up in accordance with the Act upon the earlier to occur of: (a) the written action taken by the Sole Member; (b) the event or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the Company specified in the Act.

7. Initial Capital Contribution; Percentage Interests. Simultaneously herewith, the Sole Member shall make a capital contribution to the Company in the amount set forth with respect to it in Schedule A, attached hereto. Unless otherwise specified by Schedule A, attached hereto, the percentage interest of the Sole Member in the Company shall be equal to 100%.

8. Additional Contributions. The Sole Member shall not have any obligation to make additional capital contributions to the Company.

9. Tax Matters. The Sole Member intends that the Company be disregarded as an entity separate from its owner for Federal income tax purposes.

10. Distributions. Distributions shall be made to the Sole Member at the times and in the aggregate amounts determined by the Sole Member.

11. Liability of the Sole Member. The Sole Member shall not have any liability for the obligations or liabilities of the Company except to the extent expressly provided in the Act.

12 Benefits of Agreement. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or of the Sole Member.

13. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of law principles of such State.

14. Amendments. This Agreement may be amended only by written instrument executed by the Sole Member.

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IN WITNESS WHEREOF, the undersigned have duly executed this Limited Liability Company Agreement as of the date first above written.

SOLE MEMBER:
RKO CENTURY WARNER THEATRES, INC.
By:
Name:	Michael Politi
Title:	Senior Vice President and Secretary
COMPANY:
GATEWAY CINEMAS, LLC
By:	RKO Century Warner Theatres, Inc.
Its:	Sole Member
	By:
	Name:	Michael Politi
	Title:	Senior Vice President and Secretary

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Schedule A

Sole Member:	Contribution:
RKO Century Warner Theatres, Inc.	$	100.00

EX-3.10

Exhibit 3.10

LIMITED LIABILITY COMPANY AGREEMENT

OF

LOEWS NORTH VERSAILLES CINEMAS, LLC

LIMITED LIABILITY COMPANY AGREEMENT, dated as of October 28, 1999 by and among the party listed on Schedule A, attached hereto (the “Sole Member”) and the Company (as hereinafter defined).

Preliminary Statement

The Sole Member desires to form a limited liability company (the “Company”) under the Delaware Limited Liability Company Act as amended from time to time (the “Act”).

Accordingly, in consideration of the mutual promises made herein, the parties hereto hereby agree as follows:

1. Name. The name of the Company is “Loews North Versailles Cinemas, LLC” or such other name determined by the Sole Member.

2. Purpose. The Company has been organized to conduct any lawful act or activity permitted under the Act including, without limitation, any lawful act or activity involving or related to the construction, ownership and operation of motion picture theatres.

3. Registered Office; Registered Agent. The registered office of the Company is set forth in the Certificate of Formation of the Company filed in the state of organization of the Company (the “Certificate”). The name and address of the registered agent of the Company for service of process on the Company is the registered office of the Company as set forth in the Certificate.

4. Sole Member. The name and the address of the Sole Member is set forth on Schedule A, attached hereto. The Sole Member shall be the sole managing member of the Company.

5. Management of the Company. The business and affairs of the Company shall be managed by the Sole Member, who shall have the exclusive power and authority, on behalf of the Company, to take any action of any kind not inconsistent with the provisions of this Agreement and the Act and to do anything and everything it deems necessary or appropriate to carry on the business and purposes of the Company, including, without limitation, to designate such bank or banks as it shall deem appropriate as a depositary or depositaries for the funds of the Company; to designate signatories to execute checks and other documents on behalf of the Company with respect to such accounts; and to sell, pledge, encumber or in any way alienate or dispose of all or any part of the property and assets of the Company. There shall not be a “manager” (within the meaning of the Act) of the Company. The Sole Member is, to the extent

of its rights and powers set forth in this Agreement and the Act, an agent of the Company for the purpose of the Company’s business, and (i) the actions of the Sole Member taken in accordance with such rights and powers shall bind the Company and (ii) the officers of the Sole Member are authorized and directed to execute and deliver, in the name and on behalf of the Company, under its corporate seal or otherwise, any and all certificates, agreements, undertakings, authorizations, and other instruments or documents as shall be necessary or appropriate to carry out the intent and accomplish the purposes of this paragraph.

6. Dissolution. The Company shall be dissolved and its affairs shall be wound up in accordance with the Act upon the earlier to occur of: (a) the written action taken by the Sole Member; (b) the event or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the Company specified in the Act.

7. Initial Capital Contribution; Percentage Interests. Simultaneously herewith, the Sole Member shall make a capital contribution to the Company in the amount set forth with respect to it in Schedule A, attached hereto. Unless otherwise specified by Schedule A, attached hereto, the percentage interest of the Sole Member in the Company shall be equal to 100%.

8. Additional Contributions. The Sole Member shall not have any obligation to make additional capital contributions to the Company.

9. Tax Matters. The Sole Member intends that the Company be disregarded as an entity separate from its owner for Federal income tax purposes.

10. Distributions. Distributions shall be made to the Sole Member at the times and in the aggregate amounts determined by the Sole Member.

11. Liability of the Sole Member. The Sole Member shall not have any liability for the obligations or liabilities of the Company except to the extent expressly provided in the Act.

12 Benefits of Agreement. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or of the Sole Member.

13. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of law principles of such State.

14. Amendments. This Agreement may be amended only by written instrument executed by the Sole Member.

- 2 -

IN WITNESS WHEREOF, the undersigned have duly executed this Limited Liability Company Agreement as of the date first above written.

SOLE MEMBER:
PLITT THEATRES, INC.
By:
Name:	John J. Walker
Title:	Senior Vice President and Chief Financial Officer

COMPANY:
LOEWS NORTH VERSAILLES CINEMAS, LLC
By:	Plitt Theatres, Inc.
Its:	Sole Member
	By:
	Name:	Joseph Sparacio
	Title:	Vice President, Finance and Controller

- 3 -

Schedule A

Sole Member:	Contribution:
Plitt Theatres, Inc.	$	100.00

EX-3.11

Exhibit 3.11

LIMITED LIABILITY COMPANY AGREEMENT

OF

LOEWS PLAINVILLE CINEMAS, LLC

LIMITED LIABILITY COMPANY AGREEMENT, dated as of October 28, 1999 by and among the party listed on Schedule A, attached hereto (the “Sole Member”) and the Company (as hereinafter defined).

Preliminary Statement

The Sole Member desires to form a limited liability company (the “Company”) under the Delaware Limited Liability Company Act as amended from time to time (the “Act”).

Accordingly, in consideration of the mutual promises made herein, the parties hereto hereby agree as follows:

1. Name. The name of the Company is “Loews Plainville Cinemas, LLC” or such other name determined by the Sole Member.

2. Purpose. The Company has been organized to conduct any lawful act or activity permitted under the Act including, without limitation, any lawful act or activity involving or related to the construction, ownership and operation of motion picture theatres.

3. Registered Office; Registered Agent. The registered office of the Company is set forth in the Certificate of Formation of the Company filed in the state of organization of the Company (the “Certificate”). The name and address of the registered agent of the Company for service of process on the Company is the registered office of the Company as set forth in the Certificate.

4. Sole Member. The name and the address of the Sole Member is set forth on Schedule A, attached hereto. The Sole Member shall be the sole managing member of the Company.

5. Management of the Company. The business and affairs of the Company shall be managed by the Sole Member, who shall have the exclusive power and authority, on behalf of the Company, to take any action of any kind not inconsistent with the provisions of this Agreement and the Act and to do anything and everything it deems necessary or appropriate to carry on the business and purposes of the Company, including, without limitation, to designate such bank or banks as it shall deem appropriate as a depositary or depositaries for the funds of the Company; to designate signatories to execute checks and other documents on behalf of the Company with respect to such accounts; and to sell, pledge, encumber or in any way alienate or dispose of all or any part of the property and assets of the Company. There shall not be a “manager” (within the meaning of the Act) of the Company. The Sole Member is, to the extent

of its rights and powers set forth in this Agreement and the Act, an agent of the Company for the purpose of the Company’s business, and (i) the actions of the Sole Member taken in accordance with such rights and powers shall bind the Company and (ii) the officers of the Sole Member are authorized and directed to execute and deliver, in the name and on behalf of the Company, under its corporate seal or otherwise, any and all certificates, agreements, undertakings, authorizations, and other instruments or documents as shall be necessary or appropriate to carry out the intent and accomplish the purposes of this paragraph.

6. Dissolution. The Company shall be dissolved and its affairs shall be wound up in accordance with the Act upon the earlier to occur of: (a) the written action taken by the Sole Member; (b) the event or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the Company specified in the Act.

7. Initial Capital Contribution; Percentage Interests. Simultaneously herewith, the Sole Member shall make a capital contribution to the Company in the amount set forth with respect to it in Schedule A, attached hereto. Unless otherwise specified by Schedule A, attached hereto, the percentage interest of the Sole Member in the Company shall be equal to 100%.

8. Additional Contributions. The Sole Member shall not have any obligation to make additional capital contributions to the Company.

9. Tax Matters. The Sole Member intends that the Company be disregarded as an entity separate from its owner for Federal income tax purposes.

10. Distributions. Distributions shall be made to the Sole Member at the times and in the aggregate amounts determined by the Sole Member.

11. Liability of the Sole Member. The Sole Member shall not have any liability for the obligations or liabilities of the Company except to the extent expressly provided in the Act.

12. Benefits of Agreement. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or of the Sole Member.

13. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of law principles of such State.

14. Amendments. This Agreement may be amended only by written instrument executed by the Sole Member.

- 2 -

IN WITNESS WHEREOF, the undersigned have duly executed this Limited Liability Company Agreement as of the date first above written.

SOLE MEMBER:
PLITT THEATRES, INC.
By:
Name:	John J. Walker
Title:	Senior Vice President and Chief Financial Officer

COMPANY:
LOEWS PLAINVILLE CINEMAS, LLC
By:	Plitt Theatres, Inc.
Its:	Sole Member
	By:
	Name:	Joseph Sparacio
	Title:	Vice President, Finance and Controller

- 3 -

Schedule A

Sole Member:	Contribution:
Plitt Theatres, Inc.	$	100.00

EX-3.12

Exhibit 3.12

LIMITED LIABILITY COMPANY AGREEMENT

OF

METHUEN CINEMAS, LLC

LIMITED LIABILITY COMPANY AGREEMENT, dated as of November 23, 1999 by and among the party listed on Schedule A, attached hereto (the “Sole Member”) and the Company (as hereinafter defined).

Preliminary Statement

The Sole Member desires to form a limited liability company (the “Company”) under the Delaware Limited Liability Company Act as amended from time to time (the “Act”).

Accordingly, in consideration of the mutual promises made herein, the parties hereto hereby agree as follows:

1. Name. The name of the Company is “Methuen Cinemas, LLC” or such other name determined by the Sole Member.

2. Purpose. The Company has been organized to conduct any lawful act or activity permitted under the Act including, without limitation, any lawful act or activity involving or related to the construction, ownership and operation of motion picture theatres.

3. Registered Office; Registered Agent. The registered office of the Company is set forth in the Certificate of Formation of the Company filed in the state of organization of the Company (the “Certificate”). The name and address of the registered agent of the Company for service of process on the Company is the registered office of the Company as set forth in the Certificate.

4. Sole Member. The name and the address of the Sole Member is set forth on Schedule A, attached hereto. The Sole Member shall be the sole managing member of the Company.

5. Management of the Company. The business and affairs of the Company shall be managed by the Sole Member, who shall have the exclusive power and authority, on behalf of the Company, to take any action of any kind not inconsistent with the provisions of this Agreement and the Act and to do anything and everything it deems necessary or appropriate to carry on the business and purposes of the Company, including, without limitation, to designate such bank or banks as it shall deem appropriate as a depositary or depositaries for the funds of the Company; to designate signatories to execute checks and other documents on behalf of the Company with respect to such accounts; and to sell, pledge, encumber or in any way alienate or dispose of all or any part of the property and assets of the Company. There shall not be a “manager” (within the meaning of the Act) of the Company. The Sole Member is, to the extent

of its rights and powers set forth in this Agreement and the Act, an agent of the Company for the purpose of the Company’s business, and (i) the actions of the Sole Member taken in accordance with such rights and powers shall bind the Company and (ii) the officers of the Sole Member are authorized and directed to execute and deliver, in the name and on behalf of the Company, under its corporate seal or otherwise, any and all certificates, agreements, undertakings, authorizations, and other instruments or documents as shall be necessary or appropriate to carry out the intent and accomplish the purposes of this paragraph.

6. Dissolution. The Company shall be dissolved and its affairs shall be wound up in accordance with the Act upon the earlier to occur of: (a) the written action taken by the Sole Member; (b) the event or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the Company specified in the Act.

7. Initial Capital Contribution; Percentage Interests. Simultaneously herewith, the Sole Member shall make a capital contribution to the Company in the amount set forth with respect to it in Schedule A, attached hereto. Unless otherwise specified by Schedule A, attached hereto, the percentage interest of the Sole Member in the Company shall be equal to 100%.

8. Additional Contributions. The Sole Member shall not have any obligation to make additional capital contributions to the Company.

9. Tax Matters. The Sole Member intends that the Company be disregarded as an entity separate from its owner for Federal income tax purposes.

10. Distributions. Distributions shall be made to the Sole Member at the times and in the aggregate amounts determined by the Sole Member.

11. Liability of the Sole Member. The Sole Member shall not have any liability for the obligations or liabilities of the Company except to the extent expressly provided in the Act.

12. Benefits of Agreement. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or of the Sole Member.

13. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of law principles of such State.

14. Amendments. This Agreement may be amended only by written instrument executed by the Sole Member.

- 2 -

IN WITNESS WHEREOF, the undersigned have duly executed this Limited Liability Company Agreement as of the date first above written.

SOLE MEMBER:
PLITT THEATRES, INC.
By:
Name:	John J. Walker
Title:	Senior Vice President and Chief Financial Officer

COMPANY:
METHUEN CINEMAS, LLC
By:	Plitt Theatres, Inc.
Its:	Sole Member
	By:
	Name:	Joseph Sparacio
	Title:	Vice President, Finance and Controller

- 3 -

Schedule A

Sole Member:	Contribution:
Plitt Theatres, Inc.	$	100.00

EX-3.13

Exhibit 3.13

LIMITED LIABILITY COMPANY AGREEMENT

OF

OHIO CINEMAS, LLC

LIMITED LIABILITY COMPANY AGREEMENT, dated as of November 23, 1999 by and among the party listed on Schedule A, attached hereto (the “Sole Member”) and the Company (as hereinafter defined).

Preliminary Statement

The Sole Member desires to form a limited liability company (the “Company”) under the Delaware Limited Liability Company Act as amended from time to time (the “Act”).

Accordingly, in consideration of the mutual promises made herein, the parties hereto hereby agree as follows:

1. Name. The name of the Company is “Ohio Cinemas, LLC” or such other name determined by the Sole Member.

2. Purpose. The Company has been organized to conduct any lawful act or activity permitted under the Act including, without limitation, any lawful act or activity involving or related to the construction, ownership and operation of motion picture theatres.

3. Registered Office; Registered Agent. The registered office of the Company is set forth in the Certificate of Formation of the Company filed in the state of organization of the Company (the “Certificate”). The name and address of the registered agent of the Company for service of process on the Company is the registered office of the Company as set forth in the Certificate.

4. Sole Member. The name and the address of the Sole Member is set forth on Schedule A, attached hereto. The Sole Member shall be the sole managing member of the Company.

5. Management of the Company. The business and affairs of the Company shall be managed by the Sole Member, who shall have the exclusive power and authority, on behalf of the Company, to take any action of any kind not inconsistent with the provisions of this Agreement and the Act and to do anything and everything it deems necessary or appropriate to carry on the business and purposes of the Company, including, without limitation, to designate such bank or banks as it shall deem appropriate as a depositary or depositaries for the funds of the Company; to designate signatories to execute checks and other documents on behalf of the Company with respect to such accounts; and to sell, pledge, encumber or in any way alienate or dispose of all or any part of the property and assets of the Company. There shall not be a “manager” (within the meaning of the Act) of the Company. The Sole Member is, to the extent

of its rights and powers set forth in this Agreement and the Act, an agent of the Company for the purpose of the Company’s business, and (i) the actions of the Sole Member taken in accordance with such rights and powers shall bind the Company and (ii) the officers of the Sole Member are authorized and directed to execute and deliver, in the name and on behalf of the Company, under its corporate seal or otherwise, any and all certificates, agreements, undertakings, authorizations, and other instruments or documents as shall be necessary or appropriate to carry out the intent and accomplish the purposes of this paragraph.

6. Dissolution. The Company shall be dissolved and its affairs shall be wound up in accordance with the Act upon the earlier to occur of: (a) the written action taken by the Sole Member; (b) the event or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the Company specified in the Act.

7. Initial Capital Contribution; Percentage Interests. Simultaneously herewith, the Sole Member shall make a capital contribution to the Company in the amount set forth with respect to it in Schedule A, attached hereto. Unless otherwise specified by Schedule A, attached hereto, the percentage interest of the Sole Member in the Company shall be equal to 100%.

8. Additional Contributions. The Sole Member shall not have any obligation to make additional capital contributions to the Company.

9. Tax Matters. The Sole Member intends that the Company be disregarded as an entity separate from its owner for Federal income tax purposes.

10. Distributions. Distributions shall be made to the Sole Member at the times and in the aggregate amounts determined by the Sole Member.

11. Liability of the Sole Member. The Sole Member shall not have any liability for the obligations or liabilities of the Company except to the extent expressly provided in the Act.

12. Benefits of Agreement. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or of the Sole Member.

13. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of law principles of such State.

14. Amendments. This Agreement may be amended only by written instrument executed by the Sole Member.

- 2 -

IN WITNESS WHEREOF, the undersigned have duly executed this Limited Liability Company Agreement as of the date first above written.

SOLE MEMBER:
PLITT THEATRES, INC.
By:
Name:	John J. Walker
Title:	Senior Vice President and
	Chief Financial Officer
COMPANY:
OHIO CINEMAS, LLC
By: Plitt Theatres, Inc.
Its: Sole Member

By:
Name:	Joseph Sparacio
Title:	Vice President, Finance and
	Controller

- 3 -

Schedule A

Sole Member:	Contribution:
Plitt Theatres, Inc.	$	100.00

EX-3.14

Exhibit 3.14

LIMITED LIABILITY COMPANY AGREEMENT

OF

RICHMOND MALL CINEMAS, LLC

LIMITED LIABILITY COMPANY AGREEMENT, dated as of October 28, 1999 by and among the party listed on Schedule A, attached hereto (the “Sole Member”) and the Company (as hereinafter defined).

Preliminary Statement

The Sole Member desires to form a limited liability company (the “Company”) under the Delaware Limited Liability Company Act as amended from time to time (the “Act”).

Accordingly, in consideration of the mutual promises made herein, the parties hereto hereby agree as follows:

1. Name. The name of the Company is “Richmond Mall Cinemas, LLC” or such other name determined by the Sole Member.

2. Purpose. The Company has been organized to conduct any lawful act or activity permitted under the Act including, without limitation, any lawful act or activity involving or related to the construction, ownership and operation of motion picture theatres.

3. Registered Office; Registered Agent. The registered office of the Company is set forth in the Certificate of Formation of the Company filed in the state of organization of the Company (the “Certificate”). The name and address of the registered agent of the Company for service of process on the Company is the registered office of the Company as set forth in the Certificate.

4. Sole Member. The name and the address of the Sole Member is set forth on Schedule A, attached hereto. The Sole Member shall be the sole managing member of the Company.

5. Management of the Company. The business and affairs of the Company shall be managed by the Sole Member, who shall have the exclusive power and authority, on behalf of the Company, to take any action of any kind not inconsistent with the provisions of this Agreement and the Act and to do anything and everything it deems necessary or appropriate to carry on the business and purposes of the Company, including, without limitation, to designate such bank or banks as it shall deem appropriate as a depositary or depositaries for the funds of the Company; to designate signatories to execute checks and other documents on behalf of the Company with respect to such accounts; and to sell, pledge, encumber or in any way alienate or dispose of all or any part of the property and assets of the Company. There shall not be a “manager” (within the meaning of the Act) of the Company. The Sole Member is, to the extent

of its rights and powers set forth in this Agreement and the Act, an agent of the Company for the purpose of the Company’s business, and (i) the actions of the Sole Member taken in accordance with such rights and powers shall bind the Company and (ii) the officers of the Sole Member are authorized and directed to execute and deliver, in the name and on behalf of the Company, under its corporate seal or otherwise, any and all certificates, agreements, undertakings, authorizations, and other instruments or documents as shall be necessary or appropriate to carry out the intent and accomplish the purposes of this paragraph.

6. Dissolution. The Company shall be dissolved and its affairs shall be wound up in accordance with the Act upon the earlier to occur of: (a) the written action taken by the Sole Member; (b) the event or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the Company specified in the Act.

7. Initial Capital Contribution; Percentage Interests. Simultaneously herewith, the Sole Member shall make a capital contribution to the Company in the amount set forth with respect to it in Schedule A, attached hereto. Unless otherwise specified by Schedule A, attached hereto, the percentage interest of the Sole Member in the Company shall be equal to 100%.

8. Additional Contributions. The Sole Member shall not have any obligation to make additional capital contributions to the Company.

9. Tax Matters. The Sole Member intends that the Company be disregarded as an entity separate from its owner for Federal income tax purposes.

10. Distributions. Distributions shall be made to the Sole Member at the times and in the aggregate amounts determined by the Sole Member.

11. Liability of the Sole Member. The Sole Member shall not have any liability for the obligations or liabilities of the Company except to the extent expressly provided in the Act.

12. Benefits of Agreement. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or of the Sole Member.

13. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of law principles of such State.

14. Amendments. This Agreement may be amended only by written instrument executed by the Sole Member.

- 2 -

IN WITNESS WHEREOF, the undersigned have duly executed this Limited Liability Company Agreement as of the date first above written.

SOLE MEMBER:
PLITT THEATRES, INC.
By:
Name:	John J. Walker
Title:	Senior Vice President and
	Chief Financial Officer
COMPANY:
RICHMOND MALL CINEMAS, LLC
By: Plitt Theatres, Inc.
Its: Sole Member

By:
Name:	Joseph Sparacio
Title:	Vice President, Finance and
	Controller

- 3 -

Schedule A

Sole Member:	Contribution:
Plitt Theatres, Inc.	$	100.00

EX-3.15

Exhibit 3.15

LIMITED LIABILITY COMPANY AGREEMENT

OF

SPRINGFIELD CINEMAS, LLC

LIMITED LIABILITY COMPANY AGREEMENT, dated as of November 23, 1999 by and among the party listed on Schedule A, attached hereto (the “Sole Member”) and the Company (as hereinafter defined).

Preliminary Statement

The Sole Member desires to form a limited liability company (the “Company”) under the Delaware Limited Liability Company Act as amended from time to time (the “Act”).

Accordingly, in consideration of the mutual promises made herein, the parties hereto hereby agree as follows:

1. Name. The name of the Company is “Springfield Cinemas, LLC” or such other name determined by the Sole Member.

2. Purpose. The Company has been organized to conduct any lawful act or activity permitted under the Act including, without limitation, any lawful act or activity involving or related to the construction, ownership and operation of motion picture theatres.

3. Registered Office; Registered Agent. The registered office of the Company is set forth in the Certificate of Formation of the Company filed in the state of organization of the Company (the “Certificate”). The name and address of the registered agent of the Company for service of process on the Company is the registered office of the Company as set forth in the Certificate.

4. Sole Member. The name and the address of the Sole Member is set forth on Schedule A, attached hereto. The Sole Member shall be the sole managing member of the Company.

5. Management of the Company. The business and affairs of the Company shall be managed by the Sole Member, who shall have the exclusive power and authority, on behalf of the Company, to take any action of any kind not inconsistent with the provisions of this Agreement and the Act and to do anything and everything it deems necessary or appropriate to carry on the business and purposes of the Company, including, without limitation, to designate such bank or banks as it shall deem appropriate as a depositary or depositaries for the funds of the Company; to designate signatories to execute checks and other documents on behalf of the Company with respect to such accounts; and to sell, pledge, encumber or in any way alienate or dispose of all or any part of the property and assets of the Company. There shall not be a “manager” (within the meaning of the Act) of the Company. The Sole Member is, to the extent

of its rights and powers set forth in this Agreement and the Act, an agent of the Company for the purpose of the Company’s business, and (i) the actions of the Sole Member taken in accordance with such rights and powers shall bind the Company and (ii) the officers of the Sole Member are authorized and directed to execute and deliver, in the name and on behalf of the Company, under its corporate seal or otherwise, any and all certificates, agreements, undertakings, authorizations, and other instruments or documents as shall be necessary or appropriate to carry out the intent and accomplish the purposes of this paragraph.

6. Dissolution. The Company shall be dissolved and its affairs shall be wound up in accordance with the Act upon the earlier to occur of: (a) the written action taken by the Sole Member; (b) the event or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the Company specified in the Act.

7. Initial Capital Contribution; Percentage Interests. Simultaneously herewith, the Sole Member shall make a capital contribution to the Company in the amount set forth with respect to it in Schedule A, attached hereto. Unless otherwise specified by Schedule A, attached hereto, the percentage interest of the Sole Member in the Company shall be equal to 100%.

8. Additional Contributions. The Sole Member shall not have any obligation to make additional capital contributions to the Company.

9. Tax Matters. The Sole Member intends that the Company be disregarded as an entity separate from its owner for Federal income tax purposes.

10. Distributions. Distributions shall be made to the Sole Member at the times and in the aggregate amounts determined by the Sole Member.

11. Liability of the Sole Member. The Sole Member shall not have any liability for the obligations or liabilities of the Company except to the extent expressly provided in the Act.

12. Benefits of Agreement. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or of the Sole Member.

13. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of law principles of such State.

14. Amendments. This Agreement may be amended only by written instrument executed by the Sole Member.

- 2 -

IN WITNESS WHEREOF, the undersigned have duly executed this Limited Liability Company Agreement as of the date first above written.

SOLE MEMBER:
PLITT THEATRES, INC.
By:
Name:	John J. Walker
Title:	Senior Vice President and
	Chief Financial Officer
COMPANY:
SPRINGFIELD CINEMAS, LLC
By: Plitt Theatres, Inc.
Its: Sole Member

By:
Name:	Joseph Sparacio
Title:	Vice President, Finance and
	Controller

- 3 -

Schedule A

Sole Member:	Contribution:
Plitt Theatres, Inc.	$	100.00

EX-3.16

Exhibit 3.16

LIMITED LIABILITY COMPANY AGREEMENT

OF

WATERFRONT CINEMAS, LLC

LIMITED LIABILITY COMPANY AGREEMENT, dated as of July 10, 2000, by and among the party listed on Schedule A attached hereto (the “Sole Member”) and the Company (as hereinafter defined).

Preliminary Statement

The Sole Member desires to form a limited liability company (the “Company”) under the Delaware Limited Liability Company Act as amended from time to time (the “Act”).

Accordingly, in consideration of the mutual promises made herein, the parties hereto hereby agree as follows:

1. Name. The name of the Company is “Waterfront Cinemas, LLC” or such other name determined by the Sole Member.

2. Purpose. The Company has been organized to conduct any lawful act or activity permitted under the Act including, without limitation, any lawful act or activity involving or related to the construction, ownership and operation of motion picture theatres.

3. Registered Office; Registered Agent. The registered office of the Company is set forth in the Certificate of Formation of the Company filed in the state of organization of the Company (the “Certificate”). The name and address of the registered agent of the Company for service of process on the Company is the registered office of the Company as set forth in the Certificate.

4. Sole Member. The name and the address of the Sole Member is set forth on Schedule A, attached hereto. The Sole Member shall be the sole managing member of the Company.

5. Management of the Company. The business and affairs of the Company shall be managed by the Sole Member, who shall have the exclusive power and authority, on behalf of the Company, to take any action of any kind not inconsistent with the provisions of this Agreement and the Act and to do anything and everything it deems necessary or appropriate to carry on the business and purposes of the Company, including, without limitation, to designate such bank or banks as it shall deem appropriate as a depositary or depositaries for the funds of the Company; to designate signatories to execute checks and other documents on behalf of the Company with respect to such accounts; and to sell, pledge, encumber or in any way alienate or dispose of all or any part of the property and assets of the Company. There shall not be a “manager” (within the meaning of the Act) of the Company. The Sole Member is, to the extent

of its rights and powers set forth in this Agreement and the Act, an agent of the Company for the purpose of the Company’s business, and (i) the actions of the Sole Member taken in accordance with such rights and powers shall bind the Company and (ii) the officers of the Sole Member are authorized and directed to execute and deliver, in the name and on behalf of the Company, under its corporate seal or otherwise, any and all certificates, agreements, undertakings, authorizations, and other instruments or documents as shall be necessary or appropriate to carry out the intent and accomplish the purposes of this paragraph.

6. Dissolution. The Company shall be dissolved and its affairs shall be wound up in accordance with the Act upon the earlier to occur of: (a) the written action taken by the Sole Member; (b) the event or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the Company specified in the Act.

7. Initial Capital Contribution; Percentage Interests. Simultaneously herewith, the Sole Member shall make a capital contribution to the Company in the amount set forth with respect to it in Schedule A, attached hereto. Unless otherwise specified by Schedule A, attached hereto, the percentage interest of the Sole Member in the Company shall be equal to 100%.

8. Additional Contributions. The Sole Member shall not have any obligation to make additional capital contributions to the Company.

9. Tax Matters. The Sole Member intends that the Company be disregarded as an entity separate from its owner for Federal income tax purposes.

10. Distributions. Distributions shall be made to the Sole Member at the times and in the aggregate amounts determined by the Sole Member.

11. Liability of the Sole Member. The Sole Member shall not have any liability for the obligations or liabilities of the Company except to the extent expressly provided in the Act.

12. Benefits of Agreement. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or of the Sole Member.

13. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of law principles of such State.

14. Amendments. This Agreement may be amended only by written instrument executed by the Sole Member.

- 2 -

IN WITNESS WHEREOF, the undersigned have duly executed this Limited Liability Company Agreement as of the date first above written.

SOLE MEMBER:
PLITT THEATRES, INC.
By:
Name:	John J. Walker
Title:	Senior Vice President and Chief Financial Officer
COMPANY:
WATERFRONT CINEMAS, LLC
By:	Plitt Theatres, Inc.
Its:	Sole Member
	By:
	Name:	John C. McBride, Jr.
	Title:	Senior Vice President and General Counsel

- 3 -

Schedule A

Sole Member:	Contribution:
Plitt Theatres, Inc.	$	100.00

EX-3.17

Exhibit 3.17

LIMITED LIABILITY COMPANY AGREEMENT

OF

LEWISVILLE CINEMAS, LLC

LIMITED LIABILITY COMPANY AGREEMENT, dated as of July 2, 2004 by and among the party listed on Schedule A, attached hereto (the “Sole Member”) and the Company (as hereinafter defined).

Preliminary Statement

The Sole Member desires to form a limited liability company (the “Company”) under the Delaware Limited Liability Company Act as amended from time to time (the “Act”).

Accordingly, in consideration of the mutual promises made herein, the parties hereto hereby agree as follows:

1. Name. The name of the Company is “Lewisville Cinemas, LLC” or such other name determined by the Sole Member.

2. Purpose. The Company has been organized to conduct any lawful act or activity permitted under the Act including, without limitation, any lawful act or activity involving or related to the construction, ownership and operation of motion picture theatres.

3. Registered Office; Registered Agent. The registered office of the Company is set forth in the Certificate of Formation of the Company filed in the state of organization of the Company (the “Certificate”). The name and address of the registered agent of the Company for service of process on the Company is the registered office of the Company as set forth in the Certificate.

4. Sole Member. The name and the address of the Sole Member is set forth on Schedule A, attached hereto. The Sole Member shall be the sole managing member of the Company.

5. Management of the Company. The business and affairs of the Company shall be managed by the Sole Member, who shall have the exclusive power and authority, on behalf of the Company, to take any action of any kind not inconsistent with the provisions of this Agreement and the Act and to do anything and everything it deems necessary or appropriate to carry on the business and purposes of the Company, including, without limitation, to designate such bank or banks as it shall deem appropriate as a depositary or depositaries for the funds of the Company; to designate signatories to execute checks and other documents on behalf of the Company with respect to such accounts; and to sell, pledge, encumber or in any way alienate or dispose of all or any part of the property and assets of the Company. There shall not be a “manager” (within the meaning of the Act) of the Company. The Sole Member is, to the extent

of its rights and powers set forth in this Agreement and the Act, an agent of the Company for the purpose of the Company’s business, and (i) the actions of the Sole Member taken in accordance with such rights and powers shall bind the Company and (ii) the officers of the Sole Member are authorized and directed to execute and deliver, in the name and on behalf of the Company, under its corporate seal or otherwise, any and all certificates, agreements, undertakings, authorizations, and other instruments or documents as shall be necessary or appropriate to carry out the intent and accomplish the purposes of this paragraph.

6. Dissolution. The Company shall be dissolved and its affairs shall be wound up in accordance with the Act upon the earlier to occur of: (a) the written action taken by the Sole Member; (b) the event or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the Company specified in the Act.

7. Initial Capital Contribution; Percentage Interests. Simultaneously herewith, the Sole Member shall make a capital contribution to the Company in the amount set forth with respect to it in Schedule A, attached hereto. Unless otherwise specified by Schedule A, attached hereto, the percentage interest of the Sole Member in the Company shall be equal to 100%.

8. Additional Contributions. The Sole Member shall not have any obligation to make additional capital contributions to the Company.

9. Tax Matters. The Sole Member intends that the Company be disregarded as an entity separate from its owner for Federal income tax purposes.

10. Distributions. Distributions shall be made to the Sole Member at the times and in the aggregate amounts determined by the Sole Member.

11. Liability of the Sole Member. The Sole Member shall not have any liability for the obligations or liabilities of the Company except to the extent expressly provided in the Act.

12. Benefits of Agreement. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or of the Sole Member.

13. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of law principles of such State.

14. Amendments. This Agreement may be amended only by written instrument executed by the Sole Member.

- 2 -

IN WITNESS WHEREOF, the undersigned have duly executed this Limited Liability Company Agreement as of the date first above written.

SOLE MEMBER:
RKO CENTURY WARNER THEATRES, INC.
By:
Name:	Michael Politi
Title:	Senior Vice President and Secretary
COMPANY:
LEWISVILLE CINEMAS, LLC
By:	RKO Century Warner Theatres, Inc.
Its:	Sole Member
	By:
	Name:	Michael Politi
	Title:	Senior Vice President and Secretary

- 3 -

Schedule A

Sole Member:	Contribution:
RKO Century Warner Theatres, Inc.	$	100.00

EX-3.18

Exhibit 3.18

LIMITED LIABILITY COMPANY AGREEMENT

OF

LOEWS GARDEN STATE CINEMAS, LLC

LIMITED LIABILITY COMPANY AGREEMENT, dated as of March 1, 2004, by and among the party listed on Schedule A attached hereto (the “Sole Member”) and the Company (as hereinafter defined).

Preliminary Statement

The Sole Member desires to form a limited liability company (the “Company”) under the Delaware Limited Liability Company Act as amended from time to time (the “Act”).

Accordingly, in consideration of the mutual promises made herein, the parties hereto hereby agree as follows:

1. Name. The name of the Company is “Loews Garden State Cinemas, LLC” or such other name determined by the Sole Member.

2. Purpose. The Company has been organized to conduct any lawful act or activity permitted under the Act including, without limitation, any lawful act or activity involving or related to the construction, ownership and operation of motion picture theatres.

3. Registered Office; Registered Agent. The registered office of the Company is set forth in the Certificate of Formation of the Company filed in the state of organization of the Company (the “Certificate”). The name and address of the registered agent of the Company for service of process on the Company is the registered office of the Company as set forth in the Certificate.

4. Sole Member. The name and the address of the Sole Member is set forth on Schedule A, attached hereto. The Sole Member shall be the sole managing member of the Company.

5. Management of the Company. The business and affairs of the Company shall be managed by the Sole Member, who shall have the exclusive power and authority, on behalf of the Company, to take any action of any kind not inconsistent with the provisions of this Agreement and the Act and to do anything and everything it deems necessary or appropriate to carry on the business and purposes of the Company, including, without limitation, to designate such bank or banks as it shall deem appropriate as a depositary or depositaries for the funds of the Company; to designate signatories to execute checks and other documents on behalf of the Company with respect to such accounts; and to sell, pledge, encumber or in any way alienate or dispose of all or any part of the property and assets of the Company. There shall not be a “manager” (within the meaning of the Act) of the Company. The Sole Member is, to the extent

of its rights and powers set forth in this Agreement and the Act, an agent of the Company for the purpose of the Company’s business, and (i) the actions of the Sole Member taken in accordance with such rights and powers shall bind the Company and (ii) the officers of the Sole Member are authorized and directed to execute and deliver, in the name and on behalf of the Company, under its corporate seal or otherwise, any and all certificates, agreements, undertakings, authorizations, and other instruments or documents as shall be necessary or appropriate to carry out the intent and accomplish the purposes of this paragraph.

6. Dissolution. The Company shall be dissolved and its affairs shall be wound up in accordance with the Act upon the earlier to occur of: (a) the written action taken by the Sole Member; (b) the event or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the Company specified in the Act.

7. Initial Capital Contribution; Percentage Interests. Simultaneously herewith, the Sole Member shall make a capital contribution to the Company in the amount set forth with respect to it in Schedule A, attached hereto. Unless otherwise specified by Schedule A, attached hereto, the percentage interest of the Sole Member in the Company shall be equal to 100%.

8. Additional Contributions. The Sole Member shall not have any obligation to make additional capital contributions to the Company.

9. Tax Matters. The Sole Member intends that the Company be disregarded as an entity separate from its owner for Federal income tax purposes.

10. Distributions. Distributions shall be made to the Sole Member at the times and in the aggregate amounts determined by the Sole Member.

11. Liability of the Sole Member. The Sole Member shall not have any liability for the obligations or liabilities of the Company except to the extent expressly provided in the Act.

12. Benefits of Agreement. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or of the Sole Member.

13. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of law principles of such State.

14. Amendments. This Agreement may be amended only by written instrument executed by the Sole Member.

- 2 -

IN WITNESS WHEREOF, the undersigned have duly executed this Limited Liability Company Agreement as of the date first above written.

SOLE MEMBER:
RKO CENTURY WARNER THEATRES, INC.
By:
	Name:	Michael Politi
	Title:	Senior Vice President and Secretary
COMPANY:
LOEWS GARDEN STATE CINEMAS, LLC
By:	RKO Century Warner Theatres, Inc.
Its:	Sole Member
	By:
	Name:	Michael Politi
	Title:	Senior Vice President and Secretary

- 3 -

Schedule A

Sole Member:	Contribution:
RKO Century Warner Theatres, Inc.	$	100.00

EX-3.19

Exhibit 3.19

FIRST AMENDMENT TO PARTNERSHIP AGREEMENT

FIRST AMENDMENT TO PARTNERSHIP AGREEMENT, dated as of November 10, 1988, by and between Star Theatres of Michigan, Inc., a Delaware corporation (“Star”), and Loeks Michigan Theatres, Inc., a Michigan corporation (“Loeks”).

W I T N E S S E T H :

WHEREAS, the parties have entered into a Partnership Agreement dated as of August 30, 1988; and

WHEREAS, the parties desire to amend the Agreement as hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual promises and covenants made herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. All capitalized terms used herein shall have the respective meanings set forth in the Agreement unless otherwise specifically defined herein. All references herein to Sections refer to Sections in the Agreement.

2. Section 18.2(b) is amended to substitute the word “Assets” for the word “Liabilities” set forth at the beginning of the second to last line of page 40.

3. Section 25.1 is amended by adding the following Paragraphs (f), (g) and (h):

(f) All Losses sustained or incurred by any Star Indemnified Party (it being understood that if the Partnership sustains or incurs any Loss, the Star Indemnified Parties collectively shall be deemed to have sustained or incurred one-half of any such Loss) arising out of the dispossession of the Partnership from the Theatre Property located at 1136 South Rochester Road, Rochester Hills, Michigan 48063 (the “Winchester Mall Theatre Property”) or increased rent required to be paid by the Partnership under a renegotiated lease of the Winchester Mall Theatre Property, in the event that Loeks fails to obtain Non-Disturbance Agreements (as hereinafter defined) with respect to that certain Lease, dated as of January 3, 1980, by and between Wind Mall Realty, Inc., predecessor in interest to Winchester Mall Associates Limited Partnership, and Winchester Mall Associates, predecessor in interest to Loeks Winchester Theatres, Inc., as amended by Amendments dated May 27, 1983, August 30, 1984, May 13, 1985, and October 28, 1988 (collectively, the “Winchester Mall Lease”). “Non-Disturbance Agreements” shall mean agreements from the holders of each of the instruments listed on

Schedule 25.1(f) attached hereto covering the Winchester Mall Theatre Property or any interest of the Landlord therein in substantially the form of the Subordination, Non-Disturbance and Attornment Agreement attached as Exhibit I to the Amendment to the Winchester Mall Lease dated October 28, 1988. Loeks shall not be required to obtain a Non-Disturbance Agreement from the holder of any such instrument that is now or hereafter discharged of record.

Notwithstanding the foregoing, the indemnity obligation of Loeks as to matters specified in this Paragraph (f) shall be limited to the following time periods and amounts:

(i) If the Partnership is dispossessed from the Winchester Mall Theatre Property following foreclosure by the mortgagee prior to the earlier of (x) the end of the Lease Term, (y) 5 years from the Closing Date or (z) the date upon which Loeks has obtained all Non-Disturbance Agreements, an amount equal to $4.5 million multiplied by a fraction, the numerator of which is the number of months remaining in the 9-year period after the Closing Date (calculated to the nearest month) and the denominator of which is 108. Such amount shall bear interest at the Prime Rate and shall be paid by Loeks as follows:

(A) Within 5 days after the date of each Partnership Distribution, Loeks shall pay to Star an installment equal to 20% of the Partnership Distribution received by Loeks; provided, however, that if a Partnership Distribution includes Net Capital Proceeds (as hereinafter defined), Loeks shall pay to Star an installment equal to 100% of the Net Capital Proceeds included in such Partnership Distribution, less any amount paid under a Deed of Direction pursuant to Section 7. 2, plus 20% of the balance of such Partnership Distribution. “Net Capital Proceeds” shall mean the gross cash receipts from sales, exchanges or other dispositions of all or part of the assets of the Partnership or from borrowings by the Partnership, less the amount paid in connection with such sales, exchanges, dispositions or borrowings, including, without limitation, brokerage commissions, other transaction costs and payment of mortgage or other indebtedness secured by the assets in question.

(B) Loeks shall pay to Star the balance of such amount, together with any unpaid interest, 3

2

years after the Partnership is dispossessed from the Winchester Mall Theatre Property.

(ii) If the Winchester Mall Lease is renegotiated by the Partnership in order to continue in possession following a foreclosure or a threat of foreclosure by the mortgagee prior to the earlier of (x) the end of the Lease Term, (y) 5 years from the Closing Date or (z) the date upon which Loeks has obtained all Non-Disturbance Agreements, an amount, payable on an annual basis, equal to one-half of the “Excess Costs” as defined herein. The “Excess Costs” shall be determined on or before February 28 of each year for the immediately preceding lease year ending January 31 (the “Lease Year”) as follows:

(A) The total amount of rent, common area charges and all other charges payable to the Landlord under the Winchester Mall Lease for the Lease Year shall be computed as though the Winchester Mall Lease had never been renegotiated. This amount shall be referred to herein as the “Alternative Rent Calculation.”

(B) The total amount of rent, common area charges and all other charges payable to the Landlord under the Winchester Mall Lease as renegotiated for the Lease Year shall be calculated. This amount shall be referred to herein as the “Actual Paid Rent.”

(C) The Alternative Rent Calculation shall be subtracted from the Actual Rent Paid, resulting in the “Excess Costs” for such Lease Year.

Loeks shall pay to Star one-half of the Excess Costs for the Lease Year together with a statement showing the calculations as set forth herein, on or before February 28 of each year during the unexpired initial term of the Winchester Mall Lease (without giving effect to any options to extend or renew) . Notwithstanding the foregoing, the aggregate amount payable by Loeks under this subparagraph (ii) shall not exceed the amount that would have been payable under subparagraph (i) above had the Partnership been dispossessed from the Winchester Mall Theatre Property in lieu of renegotiating the Winchester Mall Lease.

If the Partnership receives any damages, expenses or other amounts (“Recovery”) from the Landlord under the Winchester Mall Lease or any other third party in connection with the dispossession of the Partnership from the

3

Winchester Mall Theatre Property, the Recovery shall be (i) paid to Loeks to the extent necessary to reimburse Loeks for any payments made under this Paragraph (f) or (ii) paid to Star to reduce any amount payable by Loeks under this Paragraph (f) . Any Recovery in excess of the amounts paid to Loeks or Star under (i) or (ii) shall be for the account of the Partnership.

(g) All Losses sustained or incurred by any Star Indemnified Party (it being understood that if the Partnership sustains or incurs any Loss, the Star Indemnified Parties collectively shall be deemed to have sustained or incurred one-half of any such Loss) arising out of the dispossession, in whole or in part, of the Partnership from the Theatre Property located at Sears Lincoln Park Shopping Center, 1748 Dix, Lincoln Park, Michigan 48063 (the “Lincoln Park Theatre Property”), due to any violation of that certain Building Line Agreement, dated July 1, 1957, between Cecil P. Bronston, as successor co-trustee of The Supplemental Savings and Retirement Plan of Sears, Roebuck and Co. Employees, and Lincoln Park Shopping Center, recorded August 29, 1957, in Liber 13490, page 261, Wayne County Records (the “Building Line Agreement”).

Notwithstanding the foregoing, the indemnity obligation of Loeks as to matters specified in this Paragraph (g) shall be limited to the following time period and amount: if the Partnership is dispossessed from the Lincoln Park Theatre Property prior to the earlier of (x) the end of the Lease Term or (y) 5 years from the Closing Date, (A) $4.5 million multiplied by a fraction, the numerator of which is the number of months remaining in the 9-year period after the Closing Date (calculated to the nearest month) and the denominator of which is 108, multiplied by (B) a fraction, the numerator of which shall be the number of seats required to be eliminated from the Lincoln Park Theatre Property to cure the violation of the Building Line Agreement and the denominator of which shall be the total number of seats in the Lincoln Park Theatre Property immediately before seats were required to be eliminated from the Lincoln Park Theatre Property to cure the violation of the Building Line Agreement, plus (C) one-half of any construction or related costs incurred by the Partnership to cure the violation of the Building Line Agreement. Such amount shall bear interest at the Prime Rate, and shall be paid by Loeks as follows:

(i) Within 5 days after the date of each Partnership Distribution, Loeks shall pay to Star an installment equal to 20% of the Partnership Distribution received by Loeks; provided, however, that if a Partnership Distribution includes Net Capital

4

Proceeds (as hereinafter defined), Loeks shall pay to Star an installment equal to 100% of the Net Capital Proceeds included in such Partnership Distribution, less any amount paid under a Deed of Direction pursuant to Section 7.2, plus 20% of the balance of such Partnership Distribution. “Net Capital Proceeds” shall mean the gross cash receipts from sales, exchanges or other dispositions of all or part of the assets of the Partnership or from borrowings by the Partnership, less the amount paid in connection with such sales, exchanges, dispositions or borrowings, including, without limitation, brokerage commissions, other transaction costs and payment of mortgage or other indebtedness secured by the assets in question.

(ii) Loeks shall pay to Star the balance of such amount, together with any unpaid interest, 3 years after the Partnership is dispossessed from the Lincoln Park Theatre Property.

If the Partnership receives any Recovery from the Landlord under the Lincoln Park Lease or any other third party in connection with the dispossession of the Partnership from the Lincoln Park Theatre Property, the Recovery shall be (i) paid to Loeks to the extent necessary to reimburse Loeks for any payments made under this Paragraph (g) or (ii) paid to Star to reduce any amount payable by Loeks under this Paragraph (g). Any Recovery in excess of the amounts paid to Loeks or Star under (i) or (ii) shall be for the account of the Partnership.

(h) All Losses sustained or incurred by any Star Indemnified Party and the Partnership arising out of or relating to the following tax liens: (i) federal tax lien in the amount of $72,062.55 against Winchester Mall Cinemas, Inc., dated April 13, 1983, recorded in Oakland County on April 21, 1983, in Liber 8360, page 316; (ii) state tax lien in the amount of $1,239.16, against Winchester Mall Cinemas, Inc., dated January 28, 1983, recorded in Oakland County on March 7, 1983, in Liber 8332, page 395; and (iii) state tax lien in the amount of $875.93 against Winchester Mall Cinemas, Inc., dated September 26, 1984, recorded in Oakland County on October 30, 1984, in Liber 8822, page 12.

4. Section 25.1(a)(iii) is amended by inserting the following language in the fifth line, following the word “Closing,” and before the word “except”:

including, without limitation, all liabilities and obligations of Loeks to Sign Craft, Inc., incurred or entered into on or before the Closing Date with respect to the construction of interior or exterior signage at

5

the Lincoln Park Theatre Property (as hereinafter defined).

5. Section 25.4 is amended by inserting the following sentence after the first sentence of the paragraph:

Notwithstanding the foregoing, (i) claims under Section 25.1, Paragraphs (f) and (g) may be asserted within 5 years after the Closing, (ii) claims under Section 25.1, Paragraph (a)(iii) relating to signage at the Lincoln Park Theatre Property may be asserted within 5 years after the Closing, and (iii) claims under Section 25.1(h) may be asserted until the expiration of the Winchester Mall Lease.

6. Except as specifically provided herein, nothing contained in this First Amendment to Partnership Agreement shall be deemed to modify in any respect the terms, provisions, covenants, or conditions of the Agreement, and such terms, provisions, covenants, and conditions shall remain in full force and effect, as so modified.

7. This First Amendment to Partnership Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, permitted successors, and assigns.

8. This First Amendment to Partnership Agreement contains the sole and entire understanding and agreement of the parties with respect to its entire subject matter and all prior negotiations, discussions, representations, agreements, and understandings heretofore had between them with respect thereto are merged herein.

9. This First Amendment to Partnership Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this First Amendment to Partnership Agreement as of the day and year first above written.

LOEKS MICHIGAN THEATRES, INC.
By:	/s/ Barrie Lawson Loeks
	Barrie Lawson Loeks
	Title:	President

6

STAR THEATRES OF MICHIGAN, INC.
By:	/s/ Illegible
	Title:	__________________________

7

SCHEDULE 25.1(f)

1. A Mortgage and Security Agreement in the amount of $7,750,000 executed by Winchester Mall Associates Limited Partnership, a New Jersey limited partnership, to Balcor Pension Investors-VI, an Illinois limited partnership, dated December 30, 1985, recorded January 24, 1986, in Liber 9256, page 161.

2. A Second Mortgage, Security Agreement, Assignment of Rents and Leases, and Financing Statement in the amount of $1,800,000 executed by MIG Winchester Mall Associates Limited Partnership, a Michigan limited partnership, to San Jacinto Savings Association, dated November 28, 1984, recorded December 14, 1984, in Liber 8861, page 346.

3. A Purchase Money Junior Mortgage in the amount of $1,000,000 executed by Winchester Mall Associates Limited Partnership, a New Jersey limited partnership, to MIG Winchester Mall Associates Limited Partnership, a Michigan limited partnership, dated December 27, 1985, recorded January 24, 1986, in Liber 9256, page 209.

8

SECOND AMENDMENT TO PARTNERSHIP AGREEMENT

SECOND AMENDMENT TO PARTNERSHIP AGREEMENT, dated as of November 16, 1992, to the Partnership Agreement, dated as of August 30, 1988 and amended as of November 10, 1988, by and between Star Theatres of Michigan, Inc., a Delaware corporation (“Star”) and Loeks Michigan Theatres, Inc., a Michigan corporation (“Loeks”).

W I T N E S S E T H :

WHEREAS, the parties entered into a Partnership Agreement dated as of August 30, 1988, which was amended by the First Amendment to Partnership Agreement dated as of November 10, 1988 (the “Partnership Agreement”); and

WHEREAS, James Loeks (“J. Loeks”) and Barrie Loeks (“B. Loeks”), the sole shareholders of Loeks, are, simultaneously with entering into this Second Amendment to Partnership Agreement, entering into an employment agreement (the “Employment Agreement”), dated as of November 16, 1992, with Sony Pictures Entertainment Inc. (“SPE”), an affiliate of Star; and

WHEREAS, Loews Theatre Management Corp. (“Loews”) is the Booking Agent (as defined in the Partnership Agreement) for the Partnership (as defined in the Partnership Agreement); and

WHEREAS, pursuant to the Employment Agreement, J. Loeks and B. Loeks will, as Chairmen of Loews, an affiliate of both Star and SPE, be in the position to make certain business decisions affecting the Partnership, which could create a conflict of interest due to J. Loeks and/or B. Loeks’ interests in Loeks;

NOW, THEREFORE, in consideration of the mutual promises and covenants made herein and in the Employment Agreement and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. All capitalized terms used herein shall have the respective meanings set forth in the Partnership Agreement unless otherwise specifically defined herein. All references herein to Sections refer to Sections in the Partnership Agreement.

2. J. Loeks and B. Loeks each acknowledge that while their primary obligation shall be to Loews, they shall also continue to devote such time as they deem reasonably necessary to continue to fulfill their individual obligations and the obligations of Loeks

under the Partnership Agreement. Star acknowledges that J. Loeks and B. Loeks’ entering into the Employment Agreement and the performance of their obligations to Loews thereunder shall not be considered a violation of any of their obligations pursuant to the Partnership Agreement.

3. J. Loeks and B. Loeks each agree to use their best efforts to avoid any preferential treatment of the Partnership and/or Loeks, on the one hand, or Loews, on the other hand, to the detriment of the other, in their capacities as Chairmen of Loews and in Loews’ capacity as Booking Agent for the Partnership.

4. As of the date of this Agreement, Section 16.6 shall be amended to provide that the Operating Agent shall no longer be entitled to the annual fee of $100,000.

5. As of the date of this Agreement, Section 17.6 shall be amended to provide that the Booking Agent shall no longer be entitled to the annual fee of $100,000.

6. Article 26 shall be amended to provide that the addresses for notices to Star shall be as follows:

“Star Theatres of Michigan, Inc.

c/o Sony Pictures Entertainment Inc.

711 Fifth Avenue

New York, Hew York 10022

Attention: President

Telecopier: 212-702-7877

with a copy to:

Sony Pictures Entertainment Inc.

Thalberg Building

10202 W. Washington Blvd.

Culver City, California 90232

Attention: General Counsel

Telecopier: 310-280-1797”

and the following telecopier numbers shall be added to the following addresses for notice to Loeks:

for Loeks Michigan Theatres, Inc.:

“Telecopier: 616-940-0046”

for Charles E. McCallum, Esq.:

“Telecopier: 616-459-2611”

7. Except as specifically provided herein, nothing contained in this Second Amendment to Partnership Agreement shall be deemed to modify in any respect the terms, provisions, covenants, or

conditions of the Agreement, and such terms, provisions, covenants and conditions shall remain in full force and effect, as so modified.

8. This Second Amendment to Partnership Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representative, permitted successors, and assigns.

9. This Second Amendment to Partnership Agreement contains the sole and entire understanding and agreement of the parties with respect to its entire subject matter and all prior negotiations, discussions, representations, agreements, and understandings heretofore had between them with respect thereto are merged herein.

10. This Second Amendment to Partnership Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Second Amendment to Partnership Agreement as of the day and year first above written.

LOEKS MICHIGAN THEATRES, INC.
By:	/s/ Barrie Lawson Loeks
	Barrie Lawson Loeks
	Title: President

STAR THEATRES OF MICHIGAN, INC.
By:	/s/ Lawrence J. Ruisi
	Lawrence J. Ruisi
	Title: President

Agreed to as of the date first above-written:

/s/ James loeks

JAMES LOEKS

/s/ Barrie Lawson Loeks

BARRIE LAWSON LOEKS

SONY PICTURES ENTERTAINMENT INC.
By:	/s/ Ronald N. Jacobi
	Ronald N. Jacobi
	Senior Vice President and
	General Counsel

THIRD AMENDMENT TO PARTNERSHIP AGREEMENT

THIRD AMENDMENT TO PARTNERSHIP AGREEMENT, dated as of March 9, 2000, by and between STAR THEATRES OF MICHIGAN, INC., a Delaware corporation (“Star”), and LOEKS & LOEKS ENTERTAINMENT, INC., a Michigan corporation (f/k/a Loeks Michigan Theatres, Inc.) (“Loeks”).

W I T N E S S E T H:

WHEREAS, the parties entered into a Partnership Agreement of Loeks-Star Partners (“Partnership”) dated as of August 30, 1988, which was amended by the First Amendment to Partnership Agreement dated as of November 10, 1988, and the Second Amendment to Partnership Agreement dated as of November 16, 1992 (the “Partnership Agreement”).

WHEREAS, the Partnership is a member of Star Southfield Center, LLC, a Michigan limited liability company (“Star Southfield”), which was a member of Southfield Restaurant Company, LLC, a Delaware limited liability company (“Restaurant Company”);

WHEREAS, Ark Southfield Corp., a Delaware corporation, was formerly a member of Restaurant Company, but withdrew as a member on March 9, 2000;

WHEREAS, Star Southfield has distributed a portion of its membership interest in Restaurant Company to the Partnership, and Partnership has sold such interest to Loeks; and

WHEREAS, the Partners desire to amend the Partnership Agreement to clarify the management authority of Loeks with respect to all matters related to Restaurant Company and to provide for special allocations of Partnership income and cash flow to Loeks with respect to the Minimum Rent paid under the terms of the Lease dated September 28, 1999, between Star Southfield and Restaurant Company, as amended (the “Lease”), and the value attributable to such Minimum Rent in the event of any sale of Star Southfield;

NOW, THEREFORE, in consideration of the mutual promises and covenants made herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. All capitalized terms used herein shall have the respective meanings set forth in the Partnership Agreement and the Lease unless otherwise specifically defined herein. All references herein to Sections refer to Sections in the Partnership Agreement.

2. Notwithstanding anything to the contrary contained in the Partnership Agreement, the Loeks Partner shall receive the following special allocations of Partnership income and cash flow:

(a) an amount equal to the Minimum Rent paid by Restaurant Company to Star Southfield under the Lease multiplied by Partnership’s percentage membership interest in Star Southfield, which special allocation of cash flow shall be distributed to the Loeks Partner by the Partnership no less often than quarterly, prior to any other Partnership Distributions made under Section 14.1; and

(b) in the event of any sale of Partnership’s membership interest in Star Southfield or any sale of all or substantially all of the assets of Star Southfield, an amount equal to the portion of the sale proceeds received by Partnership that is attributable to the value of the Minimum Rent payable by Restaurant Company under the Lease, which special allocation of cash flow shall be distributed to the Loeks Partner within thirty (30) days after such sale proceeds are received by the Partnership

The parties agree and acknowledge that the Minimum Rent payable by Restaurant Company under the Lease does not include the GR Rent payable under Article VIA of the Lease. Consequently, the GR Rent shall be paid by Restaurant Company to Star Southfield, and there shall be no special allocation to either Partner with respect to the GR Rent.

3. Star acknowledges and agrees that the Loeks Partner and James Loeks and Barrie Loeks, through their ownership of the Loeks Partner, shall be involved in the operation and management of Restaurant Company, and that this involvement may result in actual or potential conflicts of interest. Star expressly agrees that the existence of such actual or potential conflicts of interest shall not be a basis for any claims by Star against the Loeks Partner, James Loeks or Barrie Loeks; provided, however, that Restaurant Company shall operate the restaurants in accordance with the terms of the Lease, which shall not be assigned, amended or terminated without Star’s prior written consent, which shall not be unreasonably withheld or delayed. If Star receives a written request for consent and fails to respond in writing within fourteen (14) days, Star shall be deemed to have granted its consent provided such request contains the following admonition: “If you fail to respond to this request within fourteen (14) days after receipt of this request, you shall be deemed to have granted your consent.”

4. Except as specifically provided herein, nothing contained in this Third Amendment to Partnership Agreement shall be deemed to modify in any respect the terms, provisions, covenants, or conditions of the Partnership Agreement, and such terms, provisions, covenants, and conditions shall remain in full force and effect, as so modified.

5. Article 26 of the Partnership Agreement shall be amended to provide that the addresses for notices to Star shall be as follows:

Star Theatres of Michigan, Inc.

c/o Loews Cineplex Entertainment Corporation

711 Fifth Avenue

New York, New York 10022

Attn: President

Telecopier: (212) 833-6375

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with a copy to:

its General Counsel at the same address

Telecopier: (212) 833-6222

6. This Third Amendment to Partnership Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, permitted successors, and assigns.

7. This Third Amendment to Partnership Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one in the same instrument.

IN WITNESS WHEREOF, the parties have executed this Third Amendment to Partnership Agreement as of the day and year first above written.

LOEKS & LOEKS ENTERTAINMENT, INC.
By:	/s/ Dorian Brown
	Dorian Brown
	Title:	Executive Vice President
STAR THEATRES OF MICHIGAN, INC.
By:	/s/ Illegible
	Title:	President

-3-

FOURTH AMENDMENT TO PARTNERSHIP AGREEMENT

FOURTH AMENDMENT TO PARTNERSHIP AGREEMENT (“Fourth Amendment”), dated as of April 2, 2002, by and between STAR THEATRES OF MICHIGAN, INC., a Delaware corporation (“Star”), LOEKS & LOEKS ENTERTAINMENT, INC., a Michigan corporation (f/k/a Loeks Michigan Theatres, Inc.) (“Loeks”), and LOEKS ACQUISITION CORP. (“Acquisition Corp.”)

W I T N E S S E T H :

WHEREAS, Star and Loeks (or their predecessors) entered into a Partnership Agreement of Loeks-Star Partners, a Michigan general partnership (“Partnership”), dated as of August 30, 1988, which was amended by the First Amendment to Partnership Agreement dated as of November 10,1988, the Second Amendment to Partnership Agreement dated as of November 16, 1992, and the Third Amendment to Partnership Agreement dated as of March 9, 2000 (the “Third Amendment”) (collectively, the “Partnership Agreement”).

WHEREAS, pursuant to a Purchase Agreement among Acquisition Corp., Loeks, Barrie Lawson Loeks and James J. Loeks (the “Purchase Agreement”), on the date of this Amendment Loeks has sold and transferred all of its partnership interest in the Partnership to Acquisition Corp., except the rights retained by Loeks described in this Fourth Amendment;

WHEREAS, the rights retained by Loeks include a 1% capital interest in the Partnership and certain management and economic rights with respect to the Partnership’s interest in Star Southfield (as defined in the Third Amendment), among other things; and

WHEREAS, the parties desire to amend the Partnership Agreement to delineate the interest and rights of Loeks in the Partnership.

NOW, THEREFORE, in consideration of the mutual promises and covenants made herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions. For purposes of this Fourth Amendment, the following terms shall have the meanings specified or referred to in this Section 1. All other capitalized terms used herein shall have the respective meanings set forth in the Partnership Agreement or in the text of this Fourth Amendment.

“Adverse Consequences” has the meaning set forth in the Purchase Agreement.

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

“Assumed Liabilities” has the meaning set forth in the Purchase Agreement.

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

“Effective Date” has the meaning set forth in the Purchase Agreement.

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

“Estimated Payment” has the meaning set forth in the Purchase Agreement.

“Loeks Management Rights” means the management and approval rights of Loeks as set forth in Section 5 of this Fourth Amendment.

“Management Employees” has the meaning set forth in the Purchase Agreement.

“Office Sublease” means the Sublease dated September 1, 2001, between Restaurant Company, as sublandlord, and Loeks, as subtenant, for office space located within the premises described in the Restaurant Lease, the subtenant’s interest in which has been assigned to and assumed by the Partnership under the Purchase Agreement.

“Post Closing Income Statement” has the meaning set forth in the Purchase Agreement

“Restaurant Company” means Star Southfield Restaurant Company, LLC, a Delaware limited liability company.

“Restaurant Lease” means the Lease dated as of September 28, 1999, between Star Southfield, as landlord, and Restaurant Company, as tenant, as amended by a First Amendment to Lease dated as of March 9, 2000, and a Second Amendment to Lease dated December 3, 2001, for certain premises located in Southfield, Michigan.

“Retained 1% Interest” means a 1% interest in the capital of the Partnership, without (a) any other interest in income, gains, profits or losses, (b) any right to receive distributions, other than a distribution upon liquidation that is limited to a 1% interest in the capital of the Partnership, (c) any right to vote, consent or participate in the management of the Partnership, and (d) any other rights under the Michigan Uniform Partnership Act.

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

“Security Employees” has the meaning set forth in the Purchase Agreement.

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

“Star Southfield” means Star Southfield Center, L.L.C., a Michigan limited liability company.

“Star Southfield Interest” means the interest in the Partnership consisting of Loeks’ right to receive the special allocations to Loeks set forth in Section 3 of this Fourth Amendment.

“Star Southfield Receivable” means the principal balance of, and accrued interest on, all amounts owed to the Partnership by Star Southfield as of the Effective Date, as reflected in the Company’s balance sheet as of the Effective Date, plus additional interest accrued on such principal balance from the Effective Date through the date of Star Southfield’s payment of such principal balance to the Partnership.

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2. Interests Retained by Loeks. Subject to the terms of the Purchase Agreement, on the date of this Fourth Amendment Acquisition Corp. shall succeed to all of Loeks’ rights, interests, liabilities, and obligations as a Partner under the Partnership Agreement, except for (a) the Retained 1% Interest, (b) the Star Southfield Interest, (c) the Loeks Management Rights, (d) Loeks’ other rights and obligations set forth in this Fourth Amendment and (e) the indemnification rights provided for under the Partnership Agreement for the actions or omissions of Loeks as Operating Agent.

3. Special Allocations with Respect to Star Southfield Interest. Notwithstanding anything to the contrary contained in the Partnership Agreement, Loeks and Star shall each receive, as a special allocation, 50% of all rights, interests, liabilities and obligations related to the Partnership’s interest in Star Southfield, including, without limitation, (a) 50% of all income, gains, profits, and losses allocated to the Partnership by Star Southfield, (b) 50% of the net proceeds received by the Partnership in connection with any sale or other disposition of the Partnership’s interest in Star Southfield, (c) 50% of all distributions made to the Partnership by Star Southfield, including, without limitation distributions made in connection with any sale or other disposition of the assets of Star Southfield or the liquidation of Star Southfield, and (d) 50% of all Partnership “excess nonrecourse liabilities,” as that term is defined by Treas. Reg. Section 1.752-3(a)(3), but solely to the extent such excess nonrecourse liabilities relate to Star Southfield liabilities and only for the purpose of determining Loeks’ share of Partnership liabilities for federal income tax purposes under Section 752 of the Code. Notwithstanding anything to the contrary contained in the Partnership Agreement, Loeks shall also receive the special allocations with respect to Star Southfield, Restaurant Company, and the Lease provided for in Section 2 of the Third Amendment, which special allocations shall be in addition to the 50% allocation described in the previous sentence. Loeks and Star acknowledge that any special allocation to which they are entitled upon any sale or other disposition of the Partnership’s interest in Star Southfield or any sale of all or substantially all the assets of Star Southfield shall only be made after any required satisfaction of indebtedness associated with such assets or interests.

4. Operating Agent. Subject to the terms of the Purchase Agreement, Loeks shall continue to be the Operating Agent of the Partnership, with all of the rights, powers, duties and obligations set forth in Article 16 of the Partnership Agreement, through June 30, 2002. Effective on July 1, 2002, Star shall become the Operating Agent and shall succeed to, assume and perform all of such rights, powers, duties and obligations, except as otherwise described in this Fourth Amendment.

5. Loeks Management Rights. Notwithstanding anything to the contrary contained in the Third Amendment, until the Second Closing Loeks shall have the sole discretion and exclusive authority to take any and all actions on behalf of the Partnership with respect to Restaurant Company, the Restaurant Lease and the premises covered by the Restaurant Lease, including, without limitation, the right to enter into agreements and amendments on behalf of the Partnership or Star Southfield with respect thereto, without any consent from Star or Acquisition Corp. Notwithstanding the foregoing, Loeks shall not amend Section 5.01 of the Principal Business Terms of the Restaurant Lease or Section 5.01 (b) of the Restaurant Lease or enter into any new lease or occupancy agreement with respect to the premises covered by the Restaurant Lease that does not contain provisions the same as Section 5.01 of the Principal Business Terms

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of the Restaurant Lease and Section 5.01(b) of the Restaurant Lease without the prior written consent of Star and Acquisition Corp., and Loeks shall not enter into any agreement or take any action on behalf of the Partnership with respect to Restaurant Company, the Restaurant Lease or the premises covered by the Restaurant Lease, without first obtaining any and all consents required under the mortgage loan to Star Southfield. Neither Star nor Acquisition Corp. shall enter into any agreement or take any action on behalf of the Partnership with respect to the sale or other disposition of the Partnership’s interest in Star Southfield, or the sale or other disposition of any substantial portion of the assets of Star Southfield, without the prior written consent of Loeks.

6. Conflicts. Star and Acquisition Corp acknowledge and agree that Loeks and James Loeks and Barrie Loeks, through their ownership of Loeks, are involved in the ownership, operation and management of Restaurant Company, and that this involvement may result in actual or potential conflicts of interest. Star and Acquisition Corp. expressly agree that the existence of such actual or potential conflicts of interest shall not be a basis for any claims by Star or Acquisition Corp. against Loeks, James Loeks or Barrie Loeks.

7. Auburn Hills Property Tax Appeal. The Partnership shall pay to Loeks 50% of any refunds, interest and other amounts recovered by the Partnership (to the extent such amounts are not reflected in any of (i) the balance sheet of the Company delivered in connection with the Estimated Payment, (ii) the Closing Statement, or (iii) the Post Closing Income Statement) as a result of property tax appeals for any tax year beginning prior to the date hereof with respect to the Partnership’s property in Auburn Hills, Michigan, net of any expenses (including legal fees) incurred by the Partnership to pursue such appeals or to otherwise obtain such refunds, interest and other amounts. This Section 7 shall apply to both appeals by the Partnership with respect to its own property and appeals by the owner of the surrounding property at Great Lakes Crossings Mall to the extent that the latter appeals result in a refund, interest or other recovery by the Partnership for any tax year beginning prior to the date hereof. Any refund, interest or other recovery attributable to the tax year that includes the date hereof shall be prorated on a calendar year basis, and Loeks shall be entitled to 50% of any refund, interest and other amounts recovered that are attributable to the portion of the tax year through the date hereof, net of expenses as provided above. The obligations of the Partnership to Loeks under this Section 7 shall survive any transfer or termination of the Retained 1% Interest, the Star Southfield Interest, or the Loeks Management Rights.

8. Star Southfield Receivable. The Partnership shall pay Loeks 50% of the amounts collected on account of the Star Southfield Receivable as amounts are received by the Partnership in payment of the Star Southfield Receivable. Within five business days after the Partnership’s collection of any portion of the Star Southfield Receivable, 50% of the amount collected shall be paid by the Partnership to Loeks. The obligations of the Partnership to Loeks under this Section 8 shall survive any transfer or termination of the Retained 1% Interest, the Star Southfield Interest, or the Loeks Management Rights.

9. Severance. The Partnership shall pay severance in accordance with Section 4.4(d) of the Purchase Agreement to those Transferred Employees whose employment with the Partnership is terminated by the Partnership.

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10. Assumed Liabilities. The Partnership shall assume and pay, perform and discharge, when due, the Assumed Liabilities. The obligations of the Partnership under this Section 10 shall survive any transfer or termination of the Retained 1% Interest, the Star Southfield Interest, or the Loeks Management Rights.

11. Transfer of Star Southfield Membership Interest. At the Second Closing, provided that at the time of the Second Closing the Partnership still owns its membership interest in Star Southfield, and subject to the condition set forth in Section 12 of this Fourth Amendment:

(a) The Partnership shall assign, pursuant to the form of Assignment attached as Exhibit A hereto (the “Star Southfield Interest Assignment”), the Partnership’s membership interest in Star Southfield to Southfield Entertainment II, LLC, a Michigan limited liability company (“SE II”), of which Loeks and Star shall each own a 50% membership interest pursuant to the Operating Agreement in the form attached as Exhibit B hereto (the “SE II Operating Agreement”);

(b) Loeks and Star shall each execute the SE II Operating Agreement; and

(c) The parties shall use their reasonable efforts to cause Millennium Partners L.L.C. (“Millennium”) and SE II to amend Star Southfield’s Operating Agreement by executing the form of amendment attached as Exhibit C hereto (the “Star Southfield Amendment”).

Loeks shall continue to be a Partner with respect to the Star Southfield Interest and the Loeks Management Rights until the Partnership assigns its membership interest in Star Southfield to SE II as provided in (a) above, and the parties fulfill their obligations under (b) above. Thereafter, the Star Southfield Interest and the Loeks Management Rights shall terminate. Loeks shall cease to be a Partner upon the later to occur of (a) the Second Closing and (b) the termination of the Star Southfield Interest and the Loeks Management Rights in accordance with the preceding sentence. Loeks shall also cease to be a Partner, and the Star Southfield Interest and the Loeks Management Rights shall terminate, upon the later to occur of (a) the Second Closing and (b) (i) the sale or other disposition by the Partnership of its interest in Star Southfield or the sale or other disposition by Star Southfield of its assets and (ii) fulfillment by the Partnership of all its obligations under Section 3 of this Fourth Amendment with respect to all net proceeds and distributions received by the Partnership in connection with any such sale or disposition.

12. Condition to Transfer. The Obligations of the Partners and the Partnership with respect to the transfer of the Partnership’s membership interest in Star Southfield to SE II shall be subject to satisfaction of the condition that all consents, approvals, and authorizations of third parties required to consummate such transfer (including any consent required from Star Southfield’s mortgage lender or from Millennium) must have been obtained, other than any consents, approvals, or authorizations the failure of which to obtain would not reasonably be expected to have a material adverse effect on such transfer or on the Partners, the Partnership, or Star Southfield.

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13. Indemnification. The Partnership shall indemnify and hold Loeks and Shareholders harmless against all Adverse Consequences to Loeks and Shareholders arising from or related to (a) any of the Assumed Liabilities, (b) Loeks’ continued ownership of the Retained 1% Interest as described in this Fourth Amendment (other than any Adverse Consequences resulting from the Partnership’s continuing membership interest in Star Southfield), and (c) the enforcement of indemnification rights of Loeks and Shareholders under this Section 13. If Loeks or a Shareholder makes a claim for indemnification that is determined by an arbitration panel or court of competent jurisdiction to be without reasonable basis in law or fact, Loeks will bear and promptly reimburse Acquisition Corp. and the Partnership for all costs and expenses (including court costs and reasonable legal and accounting fees) incurred by Acquisition Corp. or the Partnership in investigating and defending against the claim.

14. Other Partnership Obligations. Under the Purchase Agreement Acquisition Corp. is obligated to cause the Partnership to take certain actions and fulfill certain obligations. The Partnership hereby agrees to take all such actions and to fulfill such obligations in accordance with the terms of the Purchase Agreement.

15. Office Sublease. The Partnership acknowledges that the Office Sublease shall terminate upon the termination of the Restaurant Lease, and the Partnership hereby releases Loeks and Restaurant Company from any Adverse Consequence to the Partnership related to any such termination. Restaurant Company shall be a third party beneficiary of this Fourth Amendment only for purposes of such termination and release.

16. Partnership Agreement Remains in Full Force and Effect. Except as specifically provided herein, nothing contained in this Fourth Amendment shall be deemed to modify in any respect the terms, provisions, covenants, or conditions of the Partnership Agreement, and such terms, provisions, covenants, and conditions shall remain in full force and effect, as so modified.

17. Successors and Assigns. This Fourth Amendment shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, permitted successors, and assigns.

18. Counterparts. This Fourth Amendment may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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19. Amendment to Partnership Agreement. Star and Acquisition Corp. may amend the Partnership Agreement without obtaining the consent of Loeks, except that they may not amend, terminate, or otherwise modify the Partnership Agreement so as to adversely affect, in any way, the interest of Loeks, without the prior written consent of Loeks.

IN WITNESS WHEREOF, the parties have executed this Fourth Amendment to Partnership Agreement as of the day and year first above written.

LOEKS & LOEKS ENTERTAINMENT, INC.
By:	/s/ Illegible
	Title: President
STAR THEATRES OF MICHIGAN, INC.
By:	/s/ Illegible
	Title: Senior Vice President and General Counsel
LOEKS ACQUISITION CORP.
By:	/s/ Illegible
	Title: Vice President

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PARTNERSHIP AGREEMENT

OF

LOEKS-STAR PARTNERS

Dated: As of August 30, 1988

TABLE OF CONTENTS

	PAGE
Article 1 – Definitions	1
Article 2 – Formation	6
Article 3 – Name and Place of Business; Number	6
3.1     Name	6
3.2     Principal Place of Business	7
3.3     Number	7
Article 4 – Purposes; Limited Purposes and Scope of Authority	7
4.1     Purposes	7
4.2     Limited Purpose and Scope of Authority	7
Article 5 – Term	8
5.1     Term	8
5.2     No Termination, etc	8
Article 6 – Capital Contributions; Percentage Interests; Capital Accounts; Withdrawal from Accounts	8
6.1     Contributions	8
6.2     Assumption of Liabilities	9
6.3     Apportionments	10
6.4     Additional Contributions	11
6.5     Use of Capital	11
6.6     Percentage Interests	11
6.7     Capital Accounts	12
6.8     Withdrawal	12
Article 7 – Loans; Security Interests	12
7.1     Capital Expenditure Loans	12
7.2     Security Interests	13
Article 8 – Representations and Warranties of Loeks	14
Article 9 – Representations and Warranties of Star	14

(i)

	PAGE
Article 10 – Conditions to Obligations of Loeks	14
10.1     Conditions	14
Article 11 – Conditions to Obligations of Star	15
11.1     Conditions	15
Article 12 – Closing	17
12.1     Closing	17
Article 13 – Taxes	18
13.1     Tax Allocations; Code Section 704(c)	18
13.2     Tax Elections	18
13.3     Tax Matters Partners	18
13.4     Preparation of Tax Returns	19
Article 14 – Distributions	19
14.1     Distributions	19
14.2     Distributions In Kind	19
Article 15 – Management	20
15.1     Authority	20
15.2     Actions Requiring Unanimous Consent of the Partners	20
15.3     Timely Performance	21
15.4     Procedures	21
Article 16 – Operating Agent	22
16.1     Operating Agent	22
16.2     Operating Agent’s Duties and Powers	22
(a) General Scope	22
(b) Employees	23
(c) Concessions	24
(d) Construction of New Theatre Properties	24
(e) Professionals and Contractors	24
(f) Maintenance	24
(g) Repairs	25
(h) Insurance	25
(i) Compliance with Laws	26
(j) Taxes	26

(ii)

	PAGE
(k) Waivers of Liens	27
(l) Mortgages and Other Key Documents	27
(m) Advertising	27
16.3     Conflicts of Interest	27
16.4     Books, Records and Reports	28
(a) Books and Records	28
(b) Monthly Reports	28
(c) Quarterly Reports	28
(d) Annual Report	28
(e) Film Receipts	29
16.5     Personal Services of Barrie Loeks and James Loeks	29
16.6     Compensation	29
16.7     Indemnification	30
16.8     Employment of Agents, etc.	31
Article 17 – Booking Agent	31
17.1     Booking Agent	31
17.2     Booking Agent’s Duties and Powers	32
(a) General Scope	32
(b) Booking	33
(c) Film Settlements	34
(d) Advertising Allowances	34
(e) Compliance with Laws	34
17.3     Employment of Agents, etc.	34
17.4     Accrued Film Rentals	35
17.5     Conflicts of Interest	35
17.6     Compensation	37
17.7     Booking for Jack Loeks Theatres	38
Article 18 – Purchase and Sale Options	39
18.1     Loss of Loeks Personal Service	39
18.2     Death or Disability	40
Article 19 – Additional Agreements	41
19.1     Non-Competition	41
19.2     Lease Renewals	44
19.3     Tax Year; Fiscal Year	46
19.4     Accountant	46
19.5     Transfer Taxes	46
Article 20 – Application of Funds	47
20.1     Operating Accounts	47
20.2     Payment of Expenses	47

(iii)

	PAGE
20.3    Budgets	48
(a) Capital Budgets	48
(b) Annual Operating Budgets	48
(c) Dispute Resolution	49
(d) Limitations of Approved Budgets	50
(e) Adjustment of Approved Budgets	50
Article 21 – Transfer of Partnership Interests	51
21.1     Prohibited Transfers	51
21.2     Permitted Transfers	51
21.3     Loeks Option to Sell	51
21.4     Sale of Star by CPE	54
21.5     Exercise Price; Adjustments	55
21.6     Transfer Agreements	56
21.7     Constructive Termination	56
21.8     Effective Date of Transfers	57
21,9     Conditions Applicable to All Transfers	57
(a) Compliance with Laws, etc.	57
(b) Instruments of Transfer	57
(c) Transferees by Operation of Law	58
Article 22 – Withdrawal of a Partner	58
22.1     No Withdrawal	58
22.2     Events of Withdrawal	59
22.3     Effect of Partner Becoming a Withdrawn Partner	59
Article 23 – Default	59
23.1     Events of Default	59
23.2     Remedies	60
Article 24 – Dissolution and Liquidation	60
24.1     Events of Dissolution	60
24.2     Liquidation	60
24.3     Period of Liquidation	61
24.4     Statement of Liquidation	61
24.5     Restoration of Capital Accounts Deficit	61
Article 25 – Indemnity	62
25.1     Loeks Indemnity	62
25.2     Star Indemnity	63
25.3     Procedure for Indemnification	64
25.4     Limitation on Claims	65

(iv)

	PAGE
Article 26 – Notices	66
Article 27 – Miscellaneous	67
27.1       Loeks Consulting Fee	67
27.2       Amendment	67
27.3       No Third-Party Beneficiaries	67
27.4       No Waiver	67
27.5       Rights and Remedies	67
27.6       Integration	68
27.7       Partial Invalidity	68
27.8       Governing Law	68
27.9       Counterparts	69
27.10     Successors and Assigns	69
27.11     Disposition of Documents	69
27.12     Table of Contents, Article and Section Headings	69

(v)

TABLE OF EXHIBITS AND SCHEDULES

Exhibits

A	Form of License Agreement
B	Representations and Warranties of Loeks
C	Representations and Warranties of Star
D	Form of Opinion of Counsel to Star
E	Form of Opinion of Counsel to Loeks

Schedules*

1.1.	The Leases
4.1(a)	The Theatre Properties
6.1(b)	The Loeks Undeveloped Theatre Property
6.1(c)	The Star Undeveloped Theatre Properties
6.1(d)	Form of Partnership Note
8.3(a)	Loeks Leases and Undeveloped Leases and Permitted Encumbrances
8.3(b)	Exception to Use of Theatre Properties
8.3(i)	Liens
8.4(a)	Financing Statements Filed
8.4(c)	Insurance Policies
8.5	Exceptions to No Default on Leases
8.6	Contracts
8.7	Exceptions to No Breach; and Consents
8.8	Exceptions to No Litigation
8.9	Benefit Plans, Employees
9.3(a)	Star Undeveloped Leases
9.3(b)	Exceptions to Use of Star Undeveloped Theatre Properties
9.3(f)	Work Giving Rise to Liens
9.4	Exceptions to No Default Under Leases
9.5	Contracts
9.6	Exceptions to No Breach
9.7	Exceptions to No Litigation
17.2	Consent Decree Documents

* To be delivered prior to Closing.

(vi)

8609w

PARTNERSHIP AGREEMENT

OF

LOEKS-STAR PARTNERS

PARTNERSHIP AGREEMENT, dated as of August 30, 1988, by and among Star Theatres of Michigan, Inc., a Delaware corporation (“Star”), and Loeks Michigan Theatres, Inc., a Michigan corporation (“Loeks”).

NOW, THEREFORE, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINITIONS

1.1. The following terms shall have the meanings assigned to them below. Certain terms are defined elsewhere in this Agreement.

“Affiliate” – With reference to a specified Person, any Person that directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with the specified Person; provided, that Jack Loeks Theatres, Inc. shall not be deemed to be an Affiliate of Loeks under this Agreement.

“Agreement” – This Partnership Agreement, as it may be amended from time to time.

“Annual Average Cash Flow” – The sum of (a) in the case of any Theatre Property (as defined in Section 4.1) owned or leased (as lessee) by the Partnership which as of the Applicable Date has been in operation for at least 24 months, the Cash Flow of such Theatre Property for the 24 months ended on the Applicable Date, divided by two; plus (b) in the case of any Theatre Property which as of the Applicable Date has been in operation for at least 12 months but less than 24 months, the Cash Flow for the number of months as such Theatre Property has been in operation, divided by such number of months, and multiplied by 12; plus (c) any interest paid or payable for

the 12 months prior to the Applicable Date by the Star Partner pursuant to Section 6.1 hereof; plus (d) any management fees paid or payable to the Partnership for the 12 months ended prior to the Applicable Date pursuant to Section 19.1(a)(5) or 19.2(d) below.

“Applicable Date” – The last day of the month ending immediately prior to the date on which an event occurs which gives rise to the determination of Annual Average Cash Flow.

“Bankrupt”; “Bankruptcy” – A Partner shall be deemed “Bankrupt” and a “Bankruptcy” shall be deemed to have occurred with respect to such Partner if it or any entity which is a “Parent” (as hereinafter defined) of such Partner shall (i) make a general assignment for the benefit of its creditors, (ii) generally not pay its debts as they become due, (iii) admit in writing its inability to pay its debts as they mature, (iv) commence any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency or relief of debtors; or, if any case, proceeding or other action against any such Partner or Parent of such Partner shall be commenced seeking to have an order for relief entered against it as debtor, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, and such case, proceeding or other action referred to in this clause (iv) remains undismissed for a period of 60 days. A “Parent” of a Partner shall mean (A) in the case of any Partner, (a) any entity which owns directly 50% or more of the outstanding common stock of such Partner or (b) any entity which directly or through its Subsidiaries owns 50% or more of the common stock of the entity referred to in the preceding clause (a), and (c) each of the Subsidiaries referred to in the immediately preceding clause (b) and (B) in the case of the Loeks Partner, either of James Loeks or Barrie Loeks.

“Book Value” – The fair market value of any property at the time of its contribution to the Partnership.

“Cash Flow” – In respect of any Theatre Property shall mean (a) total operating revenue derived at such Property during the period in question (i) from .the sale of admission tickets and concession items, (ii) from the rental or sale of home video materials, (iii) from the rental of the Theatre, (iv) from the operation of vending and gaming machines, (v) from pay phones, and (vi) from any other source (excluding extraordinary or nonrecurring items or revenue attributable to the sale of fixtures, equipment, capital assets or operating

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leases), minus (b) the sum of the following: (i) cost of sales including film expenses, direct advertising expenses and concession purchases, and (ii) all direct operating expenses of the Theatre Property (including signs and marquees) including, without limitation, labor; employee benefits; security; utilities (including, without limitation, sewer rent and water charges), supplies and services; insurance; bank collection and deposit charges; marketing costs at the theatre level of group sales; cost of obtaining and maintaining operating licenses and fees; manager’s awards; direct theatre special event expenses; real property Taxes, sales Taxes, and franchise Taxes; maintenance and repair charges, including salary and compensation costs for maintenance and repair employees; and all amounts payable under leases including basic rent, percentage rent, common area charges, and merchant associations fees (excluding, however: the fees payable to the Booking Agent and the Operating Agent pursuant to Sections 16.6 and 17.6 hereof; and any “home office” expenses incurred by the Partnership or incurred by the Operating Agent or the Booking Agent and reimbursed by the Partnership in each case regardless of whether such fees, expenses or costs are allocated to the Theatre Properties for internal accounting purposes); all to be determined on an accrual basis in accordance with generally accepted accounting principles consistently applied.

“Code” – The Internal Revenue Code of 1986, as amended from time to time.

“Contributed Assets” – All of the rights, title and interests of Loeks and its Affiliates in, to and in respect of

(i) Each of the leases identified in Schedule 1.1 (the “Leases”) and the leasehold estates created by the Leases;

(ii) All rights of renewal under the Leases;

(iii) Each Theatre Property, and in the case of Theatre Properties which are situated on the Leased properties, other improvements on the land on which the Theatre Property is situated to the extent provided in the related Lease;

(iv) All easements, appurtenances, hereditaments, tenements and all the estate, rights and privileges of, in and to, or which Loeks (or any of its affiliates) is entitled to the benefit of in connection with the premises on which the Theatre Properties are located, to the extent that the same relate to the use, operation or ownership of the Theatre Properties;

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(v) All fixtures, equipment, machinery, supplies (including spare parts), concession equipment, open boxes of concession inventories and other personal property (excluding inventories of goods held for sale to the extent such items are in full boxes which could be returned to the supplier for credit) presently located or installed in the premises on which the Theatre Properties are located and used in connection with the Theatre Properties;

(vi) All assignable permits and licenses relating to the operation of the Theatre Properties; and

(vii) All contracts relating to the exhibition of motion pictures in the Theatre Properties after the Closing (as hereinafter defined) and all other tangible or intangible rights relating to the operation of the Theatre Properties after the Closing.

“CPE” – Columbia Pictures Entertainment, Inc., a Delaware corporation, and any successor thereto pursuant to any merger, consolidation, combination, recapitalization or similar reorganization.

“Loeks Partner” – At any time of determination, Loeks, or any other entity of which James and Barrie Loeks either severally or jointly, directly or indirectly beneficially own all of the outstanding capital stock {except for shares held by trusts as permitted under Section 21.2 hereof) and which at such time of determination and in accordance with this Agreement, holds all of the Partnership Interest originally held by Loeks.

“Net Partnership Assets” – The excess, if any, of total assets {other than property, plant and equipment included in any Theatre Property or capital leases of any Theatre Property) of the Partnership as of the Applicable Date over total liabilities of the Partnership as of the Applicable Date, all as set forth in regularly prepared financial statements of the Partnership in the ordinary course, in accordance with generally accepted accounting principles except that for purposes of computing the purchase price to be paid for any Partnership interest hereunder, the assets of a start-up Theatre Property which are included in the computation as Cost Basis shall be disregarded for purposes of computing total assets under this definition. Any disputes regarding the determination of Net Partnership Assets shall be resolved conclusively by the Accountant, whose decision shall be final and binding.

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“Net Partnership Liabilities” – The excess, if any, of total liabilities of the Partnership as of the Applicable Date over total assets {other than property, plant and equipment included in any Theatre Property or capital leases of any Theatre Property) of the Partnership as of the Applicable Date, all as set forth in regularly prepared financial statements of the Partnership in the ordinary course, in accordance with generally accepted accounting principles except that for purposes of computing the purchase price to be paid for any Partnership interest hereunder, the assets of a start-up Theatre Property which are included in the computation Cost Basis shall be disregarded for purposes of computing total assets under this definition. Any dispute regarding the determination of Net Partnership Liabilities shall be resolved conclusively by the Accountant, whose decision shall be final and binding.

“Partners” – Loeks and Star, while such Persons own Partnership Interests hereunder, or any other Person who may be admitted as a Partner in substitution for Loeks or Star in accordance with the terms of this Agreement. Reference to a “Partner” shall refer to either of the Partners.

“Partnership” – The partnership governed by this Agreement.

“Partnership Act” – The Michigan Uniform Partnership Act, as in effect from time to time.

“Partnership Interest” – The interest of a Partner in the Partnership.

“Percentage Interest” – The interest of each Partner in the capital, gains, profits and losses of the Partnership. As set forth in Section 6.1 hereof, the Percentage Interest of each of the Partners shall be 50 percent.

“Person” – Any individual, partnership, trust, corporation, firm or other entity.

“Star Partner” – At any time of determination, Star, or any other direct or indirect Subsidiary of CPE which, at such time of determination and in accordance with the terms of this Agreement, holds all of the Partnership Interest originally held by Star.

“Subsidiary” – A “Subsidiary” of a specified Person means an entity, 50% or more of the outstanding voting securities of which are owned by such Person and/or such Person’s other Subsidiaries.

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“Tax Basis” - The Partnership’s basis in any property for Federal income Tax purposes at the time of its contribution to the Partnership.

“Taxes” - All taxes, charges, fees, levies or assessments, including, without limitation, income, gross receipts, excise, real and personal property sales, transfer, license, payroll and franchise taxes, imposed by the United States, or any state, local or foreign government or subdivision or agency thereof; and such term shall include any interest, penalties or additions to tax attributable to such Taxes.

“Territory” - The State of Michigan excluding the Grand Rapids SMSA and the Muskegon SMSA.

“Treasury Regulations” - The Regulations issued by the United States Department of the Treasury, as amended from time to time, pursuant to the Code.

ARTICLE 2

FORMATION

The Partners hereby form, as of the date first above written, a general partnership pursuant to the provisions of the Partnership Act.

ARTICLE 3

NAME AND PLACE OF BUSINESS; NUMBER

3.1. Name. The business of the Partnership shall be conducted under the name “Loeks-Star Partners,” or such other name as shall be jointly selected by the Partners from time to time. Concurrently herewith, Loeks and Star are entering into that certain License Agreement, dated the date hereof, the form of which is attached as Exhibit A hereto (the “License Agreement”), providing for the use of the name “Loeks-Star” by the Partnership. With respect to such name, and if, at any time, the Partnership name shall include any other name of, or trade name used by, either Partner or any of its Affiliates (including without limitation “Star” and “Loeks”), (x) neither the Partnership nor the other Partner has or shall acquire any right, title or interest to such name or trade name and (y) if the Partner whose name or trade name or whose Affiliate’s name or trade name is so included withdraws from the Partnership as permitted by and in accordance with this Agreement from the Partnership, upon such Partner’s request the Partnership’s name shall be changed as promptly as practicable to a name which

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does not include the name or trade name of such Partner or any of its Affiliates.

3.2. Principal Place of Business. The principal place of business of the Partnership shall be at Grand Rapids, Michigan, or such other place as both Partners may jointly designate.

3.3. Number. At no time during the term of this Partnership shall there be more than two Partners.

ARTICLE 4

PURPOSES; LIMITED PURPOSES AND SCOPE OF AUTHORITY

4.1. Purposes. The sole purposes of the Partnership shall be to acquire, own, hold, improve, modify, develop, use, operate, manage and/or lease the motion picture theatres listed on Schedule 4.1(a), with such additions (but limited to motion picture theatres located or to be located in the Territory) or deletions therefrom as may hereinafter be mutually agreed upon by the Partners in writing from time to time (the properties listed on such Schedule together with any such additions and less any such deletions are hereinafter called the “Theatre Properties”), for the exhibition of motion picture films and the conduct of related businesses (including, if appropriate, closing or selling such Theatre Properties), and to do all other things reasonably incident thereto, in accordance with the terms of this Agreement. Without limiting the foregoing, the Partnership shall, among other things, complete the construction and development of, and operate, the Theatre Properties specified in Schedules 6.1(b) and 6.1(c).

4.2. Limited Purpose and Scope of Authority. This Agreement shall not be deemed to create a general partnership between the Partners with respect to any activities whatsoever, except activities within the scope and business purposes of the Partnership specified in Section 4.1 hereof, and, except as otherwise specifically provided in this Agreement, either Partner and its Affiliates may separately engage in other business ventures of every nature and description, independently or with others, including, but not limited to, the motion picture film exhibition business in all its phases and any other business, whether or not competitive with the business of the Partnership, and neither the Partnership nor the other Partner shall have any rights in and to such independent ventures or the income or profits derived therefrom. Except as otherwise specifically provided in this Agreement, either Partner shall be entitled to compete with the Partnership and exploit to the fullest extent all corporate and other opportunities without being required to offer the

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Partnership or the other Partner the opportunity to participate therein. Except as otherwise expressly provided herein, this Agreement shall not constitute either Partner the agent of the other Partner. Except as otherwise expressly provided herein, (i) neither Partner shall have any authority to bind or act for, or assume any obligations or responsibility on behalf of, the other Partner or the Partnership, and (ii) neither the Partnership nor either Partner shall be responsible or liable for any indebtedness or obligation of the other Partner incurred or arising either before or after the execution of this Agreement, except as to those joint responsibilities, liabilities, indebtedness or obligations incurred after the date hereof pursuant to and as limited by the terms of this Agreement.

ARTICLE 5

TERM

5.1. Term. The term of the Partnership shall begin on the date of this Agreement and shall continue until July 1 , 2063, unless sooner terminated pursuant to the provisions hereof.

5.2. No Termination, etc. Except as specifically provided in this Agreement:

(a) Both Partners shall continue as Partners hereunder;

(b) Neither Partner shall terminate or attempt to terminate this Agreement or voluntarily take any action which would result in such termination; and

(c) Neither Partner shall file for, pursue or seek any partition of the assets of the Partnership.

5.3. Upset Date. This Agreement and the Partnership may be terminated by either Partner if the Closing shall not have occurred by December 31, 1988.

ARTICLE 6

CAPITAL CONTRIBUTIONS; PERCENTAGE INTERESTS;

CAPITAL ACCOUNTS; WITHDRAWAL FROM ACCOUNTS

6.1. Contributions. (a) Concurrently herewith, each Partner has made a contribution to the capital of the Partnership of cash in the amount of $100.

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(b) At the Closing (as defined herein), Loeks shall make a contribution to the capital of the Partnership of: (i) its entire interest in the Contributed Assets, free and clear of all liens, encumbrances, charges and interests of third parties of any kind (“Encumbrances”), except Permitted Encumbrances (as defined herein) and (ii) its entire interest in the undeveloped Theatre Property listed in Schedule 6.1(b) (the “Loeks Undeveloped Theatre Property”). The fair market value of Loeks’ capital contribution shall be deemed to be $9 million, taking into account the parties’ agreement that no value shall be attributed to the Loeks Undeveloped Theatre Property.

(c) At the Closing, Star shall (i) contribute to the Partnership cash in the amount of $320,000, (ii) issue to the Partnership a promissory note payable to the Partnership (the “Partnership Note”) in the principal amount of $8,680,000 and (iii) contribute to the Partnership its entire interest in the undeveloped Theatre Properties listed on Schedule 6.1(c) (the “Star Undeveloped Theatre Properties”). The fair market value of Star’s capital contribution shall be deemed to be $9 million, taking into account the parties’ agreement that no value shall be attributed to the Star Undeveloped Theatre Properties.

(d) The Partnership Note (i) shall be in the form of Schedule 6.1(d) hereto, (ii) shall be payable on July 30, 1991 or otherwise as required by the terms of the Partnership Note, (iii) shall be required to be prepaid as demanded by the Loeks Partner to fund costs payable by the Partnership to construct, acquire, improve or renovate Theatre Properties, to make capital expenditures for existing Theatre Properties, to maintain cash reserves for working capital of $20,000 per screen operated by the Partnership, and to fund expenses covered in the Approved Budget (as defined herein), (iv) shall be guaranteed by CPE, (v) shall be further secured by the assignment of the Star Partner’s interest in the Partnership and its right to receive distributions from the Partnership, and (vi) shall bear interest, payable monthly, at the prime rate as announced from time to time by Old Kent Bank & Trust Co. of Grand Rapids, Michigan (the “Prime Rate”); provided that interest shall not commence to accrue on the Note until the date that Loeks Partner shall have contributed to the Partnership its entire interest in the Contributed Assets as required by Section 6.1(b)(i) above.

6.2. Assumption of Liabilities. (a) It is the agreement of the Partners that all costs, expenses, liabilities and obligations and claims in respect thereof, relating or attributable to, or arising by reason of, the use, operation or ownership of the Contributed Assets and the business of which the Contributed Assets are a part on or prior to the Closing, whether known, unknown, contingent or accrued (other than the

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Permitted Encumbrances) shall be borne by the Loeks Partner, and the Loeks Partner agrees to indemnify and hold harmless the Star Partner and the Partnership against all such costs, expenses, liabilities and obligations and claims. The obligations of the Loeks Partner under this Section 6.2(a) shall be guaranteed by James Loeks and Barrie Loeks.

(b) As of the Closing, the Partnership shall assume all obligations relating to the use, operation, development or ownership of the Contributed Assets, the Loeks Undeveloped Theatre Properties and the Star Undeveloped Theatre Properties and the business of which such assets are a part first arising or attributable to facts or events first occurring after the Closing but only to the extent that such obligations are not attributable to facts, acts or omissions occurring prior to the Closing.

(c) Prior to the Closing each Partner shall deliver to the other Partner all plans, specifications, proposed or executed leases and other agreements and a schedule of development costs, as of the date of delivery, relating to the undeveloped Theatre Properties to be contributed by such Partner. The Partnership shall not assume any obligations for unpaid expenses or reimburse either Partner for expenses incurred and paid prior to the Closing in connection with the Undeveloped Theatre Properties except for those expenses set forth in Schedule 6.2(c).

(d) Loeks shall pay and make all filings with respect to all transfer, documentary and sales Taxes, recording fees and similar charges incurred in connection with the contribution to the Partnership of the Contributed Assets.

6.3. Apportionments. (a) The following items with respect to the Contributed Assets shall be adjusted and prorated between Loeks and the Partnership: (i) rent (including percentage rent) and other charges payable under the Leases, including common area and mall charges, real property Taxes and merchants’ association fees, (ii) all Taxes (which, for the purposes of such proration, shall be deemed paid in advance on the due date thereof), (iii) wages, vacation pay and fringe benefits of Theatre Property employees (to the extent employed by the Partnership or by Loeks or its affiliates for the account of the Partnership pursuant to this Agreement), (iv) utility charges and deposits and fuel and water charges, (v) film rental charges, film guarantees and advances, (vi) cooperative advertising, (vii) concession inventories (limited to unopened boxes of a quality and quantity saleable at the Theatre Properties in the ordinary course of business after the date hereof) and supplies, in each case at cost and (viii) “goodwill” discount tickets sold by Loeks or an Affiliate (excluding free passes and other free promotional tickets) outstanding as of the Closing.

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(b) Loeks shall be solely responsible for all real property Taxes, sewer rents, or ad valorem personal property Taxes relating to the Contributed Assets payable with respect to all years prior to 1988 whether or not a Tax rate has been fixed or a Tax bill has been rendered prior to the Closing. In addition, real property Taxes, sewer rents and ad valorem personal property Taxes payable with respect to 1988 relating to the Contributed Assets shall be pro-rated as contemplated by paragraph (a) above. The parties shall estimate the amount of such Taxes and sewer rents as of the Closing on the basis of the applicable rates for the next preceding year or, where available, on published governmental estimates applied to the latest assessed valuation. Such amount shall then be reapportioned on the basis of the actual Tax bills when such bills are rendered.

(c) The percentage rent payable under each Lease shall be apportioned between the Loeks Partner and the Partnership in proportion to the gross receipts of the respective Theatre Property for the fraction of the year for which percentage rent is payable that precedes the Closing to total gross receipts for the rent year. The parties shall estimate the amount of the percentage rent adjustment as of the Closing, and will make a final apportionment with respect to each Lease when the amount of percentage rent payable for the applicable year shall have been finally determined.

The foregoing items shall be adjusted and prorated as of 11:59 p.m. on the Closing Date. Any adjustment under this Section 6.3 shall be paid in cash within 10 days after the date of determination of such adjustment. Any adjustment under this Section 6.3 shall not affect, or in any way be taken into account in, calculating Loeks’ Capital Account balance or Loeks’ share of Partnership Distributions.

6.4. Additional Contributions. Except as provided in Section 19.1(a)(3) below, no Partner shall, without its consent, be required to make any additional capital contributions to the Partnership. Except as otherwise specifically provided in this Agreement, or as the Partners shall mutually agree in writing, loans shall not be made by either Partner to the Partnership.

6.5. Use of Capital. All capital contributions shall be available to the Partnership to carry out purposes and objectives of the Partnership.

6.6. Percentage Interests. The “Percentage Interest” of Loeks and Star shall each be 50%.

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6.7. Capital Account. (a) Each Partner shall have a Capital Account. “Capital Account” shall mean an account of each Partner determined and maintained throughout the full term of the Partnership on the accrual basis in accordance with the capital accounting rules of Section 1.704-l(b)(2)(iv) of the Treasury Regulations and this Section 6.7 (to the extent it is consistent with Section 1.704-l(b)(2)(iv) of the Treasury Regulations). The Capital Account balances of each Partner shall be zero prior to the initial contributions of the Partners pursuant to Section 6.1 hereof.

(b) For purposes of maintaining the Capital Accounts, all items of income, gain, loss and deduction, as well as any expenditures which are permitted to be neither capitalized nor deducted for Federal income Tax purposes, shall be allocated or apportioned in proportion to the Partners’ respective Percentage Interests.

(c) Upon the transfer of a Partnership Interest, the transferee shall succeed to the Capital Account attributable to the transferred Partnership Interest.

6.8. Withdrawal. Neither Partner shall be entitled (i) to the withdrawal or return of any of its capital from the Partnership, except as expressly provided herein, or (ii) to interest upon any capital contributed by it to the Partnership (provided, however, that interest as provided herein shall be paid on loans from either Partner to the Partnership) or (iii) to receive property other than cash in return for its capital contribution.

ARTICLE 7

LOANS; SECURITY INTERESTS

7.1. Capital Expenditure Loans. (a) After the Partnership Note is paid in full, Star shall lend or shall arrange for loans to be made to the Partnership (“Capital Expenditure Commitment”), up to an aggregate amount of $15 million, to finance expenditures for capital assets or acquisitions of properties which the Partnership (with the consent of both partners) proposes to acquire (“Capital Expenditure Loans”). Capital Expenditure Loans shall not be used for working capital or to meet day to day obligations or trade liabilities. The Capital Expenditure Commitment shall be guaranteed by CPE. The Partnership shall not be entitled to reborrow the Capital Expenditure Loans when repaid. Capital Expenditure Loans shall bear interest at the rate of not more than 11% per annum and in the case of a Capital Expenditure Loan made by Star, the rate shall be 11% per annum. If the Partnership obtains a loan from a person other than Star to

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finance capital expenditures or acquisitions which bears a variable interest rate, then at such time as such interest rate exceeds 11% per annum the Partnership shall, at the request of the Loeks Partner, be entitled to draw upon the Capital Expenditure Commitment to the extent available to refund or refinance such loan. Each Capital Expenditure Loan shall be repayable in 120 equal consecutive installments comprising principal and interest, sufficient to repay such Capital Expenditure Loan in fixed level installments over 10 years, with the first such installment due on the first day of the month following the date the Theatre Property which is the subject of such loan is opened (in the case of new construction) or acquired (in the case of an acquisition) or the date the capital assets which are the subject of such loan are acquired.

All Capital Expenditure Loans shall be evidenced by a Promissory Note of the Partnership in form satisfactory to the Partners, and will be secured by each Partner’s interest in the Partnership and by all of the assets of the Partnership but otherwise shall be without recourse to the Partners.

After the Capital Expenditure Loans shall have been expended by the Partnership, the Partners shall meet to discuss in good faith the method of financing further capital expenditures and acquisitions.

7.2. Security Interests. Except as otherwise specifically provided in this Agreement, neither Star nor the Loeks Partner shall incur on behalf of the Partnership, or pledge its assets as security for, any indebtedness except indebtedness relating to borrowings the proceeds of which are used by the Partnership. Loeks shall be entitled to pledge its interest in the Partnership and its interest in the Partnership assets, including its right to receive distributions from the Partnership, as security for indebtedness incurred by Loeks for the sole purposes of (i) purchasing the stock of Loeks Winchester Theatres, Inc. and Loeks Lincoln Park Theatres, Inc. which is not presently owned by James Loeks or Barrie Loeks and paying off existing indebtedness of Loeks Lincoln Park Theatres, Inc. or (ii) funding a capital contribution to the Partnership as specifically contemplated by Section 19.1(a)(3); provided, however, that in the case of the foregoing clause (i) the principal amount of such secured debt shall not exceed $2.5 million, and provided, further, that in the case of either clauses (i) or (ii) Loeks shall apply a minimum of 20% of each Partnership Distribution (as hereinafter defined) it receives to the payment of principal and interest on such secured debt; to effect such application, Loeks, prior to incurring any such indebtedness shall issue an irrevocable deed of direction to the Partnership directing it to pay 20% of all Partnership Distributions to be paid to the Loeks Partner to repay such indebtedness, such deed of direction to be in the form of

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Schedule 7.2. Failure to issue such deed of direction shall constitute a default hereunder.

ARTICLE 8

REPRESENTATIONS AND WARRANTIES OF LOEKS

In order to induce Star to enter into this Agreement, effective as of the Closing Date Loeks shall make the representations and warranties set forth in Exhibit B hereto which representations and warranties are incorporated herein as if set forth in full herein.

ARTICLE 9

REPRESENTATIONS AND WARRANTIES OF STAR

In order to induce Loeks to enter into this Agreement effective as of the Closing Date Star shall make the representations and warranties set forth in Exhibit C hereto which representations and warranties are incorporated herein as if set forth in full herein.

ARTICLE 10

CONDITIONS TO OBLIGATIONS OF LOEKS

10.1. Conditions. The obligation of Loeks to make its contributions at Closing to the capital of the Partnership provided for herein shall be subject to the performance by Star in all material respects of all of the agreements to be performed by it hereunder on or before the Closing Date, and the accuracy in all material respects of the representations in Exhibit C and to the following further conditions:

(a) There shall not be pending or threatened on the Closing Date any action, suit or proceeding, whether administrative or judicial, seeking to enjoin, restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, nor shall there be in effect on the Closing Date any order, judgment or decree of any court or other governmental body enjoining, restraining or otherwise prohibiting consummation of the transactions contemplated by this Agreement or subjecting Loeks or the Partnership to any liability.

(b) Loeks shall have received from counsel to Star, an opinion in the form of Exhibit D.

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(c) Pursuant to Section 27.1, at the Closing Star shall have made an aggregate payment of $500,000 to James Loeks and Barrie Loeks.

(d) Loeks shall have completed the acquisition of the entire equity interest in Loeks Winchester Theatres, Inc., and Loeks Lincoln Park Theatres, Inc.

(e) Old Kent Bank and Trust Company shall have discharged any and all mortgages and terminated any and all security interests upon the real and personal property of Loeks Lincoln Park Theatres, Inc. and Loeks Winchester Theatres, Inc.

(f) After the date hereof, Star shall have incurred no expenses or obligations without the consent of Loeks, relating to the Star Undeveloped Theatre Properties.

(g) Loeks shall have received a letter from CPE, dated as of the Closing Date, in form and substance reasonably satisfactory to Loeks, stating that CPE agrees to perform and be bound by the terms of this Agreement applicable to it, as if it were a signatory hereto.

(h) There shall have been obtained any necessary consents to the assignment of the Leases to the Partnership, and any necessary waivers of radius restrictions in such Leases.

(i) Star shall have delivered to Loeks the Disclosure Schedules required to be delivered by Star hereunder and the exceptions to the representations and warranties of Star set forth in such Disclosure Schedules shall be reasonably acceptable to Loeks. If Loeks does not accept any exception set forth in a proposed Disclosure Schedule received from Star, Loeks shall object to such exception by written notice to Star within ten (10) days after its receipt of such Disclosure Schedule. If Loeks does not object to any exception within such period, the condition set forth in this Section 10.1(i) shall be waived with respect to such exception.

(j) Star shall have delivered to Loeks a letter dated as of the Closing Date, in form and substance reasonably satisfactory to Loeks, certifying that the conditions specified in this Section 10.1 have been satisfied (other than any conditions waived in writing by Loeks).

ARTICLE 11

CONDITIONS TO OBLIGATIONS OF STAR

11.1. Conditions. The obligation of Star to make its contributions at Closing to the capital of the Partnership provided for herein shall be subject to the performance by Loeks in all material respects of all of the agreements to be

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performed by it hereunder on or before the Closing Date, and the accuracy in all material respects of the representations in Exhibit B and to the following further conditions:

(a) Loeks shall have conducted its business operations at the Theatre Properties in the ordinary course and in the same manner in which the same have heretofore been conducted.

(b) After the date hereof, Loeks shall have incurred no expenses or obligations, without the consent of Star, relating to the Loeks Undeveloped Theatre Property.

(c) Star shall have received, from counsel to Loeks, an opinion in the form of Exhibit E.

(d) There shall not be pending or threatened on the Closing Date any action, suit or proceeding, whether administrative or judicial, seeking to enjoin, restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement or which may adversely affect the right of the Partnership directly or indirectly to lease, operate or control any or all of the Theatre Properties, nor shall there be in effect on the Closing Date any order, judgment or decree by any court or other governmental body enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement or subjecting Star or the Partnership to any liability.

(e) Star shall have received a letter from James Loeks and Barrie Loeks, dated as of the Closing Date, in form and substance reasonably satisfactory to the Star Partner, stating that each of James Loeks and Barrie Loeks agrees to perform and be bound by the terms of this Agreement applicable to him or her, as if each was a signatory hereto.

(f) Star shall have received owner’s policies of title insurance, in the name of the Partnership at Star’s expense, on American Land Title Association Owner’s Form B (1987), including mechanic’s lien coverage and survey coverage, issued by a reputable title insurance company satisfactory to Star (the “Title Company”), dated the Closing Date in amounts reasonably acceptable to Star and reinsured by reputable title insurance companies (the “Reinsurance Companies”), reasonably satisfactory to Star in amounts reasonably acceptable to Star, which Reinsurance Companies each shall have entered into a direct access agreement with Star, with respect to the Theatre Properties, insuring the Partnership’s leasehold interest in such Theatre Properties, subject only to Permitted Encumbrances (including easements and restrictions of record which do not interfere with the use of any of the Theatre Properties) and to no other exceptions, whether standard, printed or otherwise,

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and containing non-imputation endorsements and such other affirmative insurance as Star may reasonably request.

(g) Star shall have obtained, at its expense, ALTA surveys reasonably satisfactory to Star, of the Theatre Properties.

(h) Loeks shall have delivered to Star the Disclosure Schedules required to be delivered by Loeks hereunder and the exceptions to the representations and warranties of Loeks set forth in such Disclosure Schedules shall be reasonably acceptable to Star. If Star does not accept any exception set forth in a proposed Disclosure Schedule received from Loeks, Star shall object to such exception by written notice to Loeks within ten (10) days after its receipt of such Disclosure Schedule. If Star does not object to any exception within such period, the condition set forth in this Section 10.1(i) shall be waived with respect to such exception.

(i) There shall have been obtained any necessary consents to the assignment of the Leases to the Partnership, and any necessary waivers of radius restrictions in such Leases.

(j) Loeks shall have delivered to Star a letter dated as of the Closing Date, in form and substance reasonably satisfactory to Star, certifying that the conditions specified in this Section 11.1 have been satisfied (other than any conditions waived in writing by Star).

(k) Loeks shall have obtained non-disturbance agreements in form and substance satisfactory to Star, from all mortgagees of the Theatre Properties included in the Contributed Assets.

ARTICLE 12

CLOSING

12.1. Closing. The closing of the contributions to the capital of the Partnership provided for herein (the “Closing”) shall take place at the offices of Warner, Norcross & Judd, 900 Old Kent Building, Grand Rapids, Michigan 49503, on September 30, 1988, provided, however, that if all of the conditions to the parties’ obligations to close hereunder are not satisfied or waived on such date, the Closing shall be adjourned to and be held on the fifth business day after the last of such conditions shall have been satisfied or waived, or on such other mutually agreeable subsequent date, but in no event later than December 31, 1988. The date for the Closing is herein called the “Closing Date”.

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ARTICLE 13

TAXES

13.1. Tax Allocations; Code Section 704(c). (a) Each item of income, gain, loss and deduction for Federal income Tax purposes shall be allocated between both Partners in accordance with their respective Percentage Interests; provided, however, that in accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, and deduction (including depreciation and amortization), as determined for Federal income Tax purposes, with respect to any property the Book Value of which differs from its Tax Basis shall, for Tax purposes, be allocated between both Partners so as to take account of any variation between the Tax Basis of such property to the Partnership and its Book Value.

(b) Tax credits shall be allocated between both Partners in accordance with Section 1.704-1(b)(4)(ii) of the Treasury Regulations.

(c) Any elections or other decisions relating to such allocations shall be made jointly by the Partners in any manner that reasonably reflects the purpose and intention hereof. Allocations pursuant to this Section 13.1 are solely for Tax purposes and shall not affect, or in any way be taken into account in calculating either Partner’s Capital Account balance or either Partner’s share of distributions pursuant to any provision hereof. Any elections available under regulations issued under Section 704(c) of the Code shall be made or not made with a view toward allocating tax depreciation and amortization deductions as equally as possible between Star and Loeks.

13.2. Tax Elections. Either Partner may cause the Partnership to make the election provided for in Section 754 of the Code on behalf of the Partnership. Any other election on behalf of the Partnership under the Code shall be made only by mutual agreement of the Partners.

13.3. Tax Matters Partner. The Operating Agent shall be designated as the “Tax matters partner” (as defined in Section 6231(a)(7) of the Code) of the Partnership and shall be authorized and required to represent the Partnership (at the expense of the Partnership) in connection with all examinations of the affairs of the Partnership by any Federal, state or local Tax authorities, including any resulting administrative and judicial proceedings, and to make reasonable expenditures of Partnership funds for professional services and costs associated therewith. The other Partner shall cooperate with the Tax matters partner and the Tax matters partner shall consult fully with the other Partner in connection with the

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conduct of all such proceedings. The Tax matters partner shall not settle any claim or terminate any proceeding without the consent of the other Partner.

13.4. Preparation of Tax Returns. Both Partners, at the expense of the Partnership, shall jointly arrange for the preparation, in accordance with the terms of this Agreement, and timely filing of all Tax and information returns of the Partnership showing all items of income, gain, deduction, loss and credit necessary for Federal, state and local income Tax purposes, and shall use all reasonable efforts to furnish to each other within ninety days of the close of each Taxable Year the Tax information reasonably required for Federal, state and local income Tax reporting purposes. The classification, realization and recognition of income, gains, losses, deductions and credits and other items of the Partnership shall be on the accrual method of accounting for Federal income Tax purposes. Each of the Partners shall, in its respective income Tax return and other statements filed with the Internal Revenue Service and other Taxing authorities, report Taxable income and credits in accordance with the provisions of this Agreement.

ARTICLE 14

DISTRIBUTIONS

14.1. Distributions. The Partnership shall, no less often than quarterly, distribute its available cash (“Partnership Distributions”) to both Partners in accordance with their respective Percentage Interests, subject to the retention of cash reserves for working capital in the amount of $20,000 for each screen operated by the Partnership as of the date of such Partnership Distribution, or such other amount as may be mutually agreed upon by the Partners. The Partners shall, at such time or times as either Partner reasonably requests, meet in good faith to consider an increase in the working capital reserves which either Partner believes to be appropriate to meet pending or anticipated liabilities.

14.2. Distributions in Kind. Assets of the Partnership (other than cash) shall not be distributed in kind to the Partners, except, if both Partners so determine, in liquidation of the Partnership. If any assets of the Partnership are distributed to the. Partners in kind, such assets shall be valued on the basis of the fair market value thereof on the date of the distribution.

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ARTICLE 15

MANAGEMENT

15.1. Authority. Except foe the powers specifically granted herein to the Operating Agent or the Booking Agent, as the case may be, all decisions with respect to the management and control of the business and affairs of the Partnership shall, except as specifically provided otherwise in this Agreement, require the unanimous consent and approval of the Partners. Each Partner shall appoint a representative to consult from time to time with the representative of the other Partner to discuss the business and affairs of the Partnership.

15.2. Actions Requiring Unanimous Consent of the Partners. Without limiting the generality of Section 15.1 hereof and except as otherwise specifically provided in this Agreement, the unanimous consent of both Partners shall be necessary:

(a) to execute, terminate, modify, amend, renew or extend any lease or sub-lease (a “Lease”) with respect to any present or future Theatre Property or to execute, terminate, modify, amend, renew or extend any other Key Documents;

(b) to terminate operations at any Theatre Property;

(c) to effect a sale or other disposition of all or substantially all of (i) the Partnership’s property or assets or (ii) the Partnership’s interest in, or the assets of, any Theatre Property;

(d) to acquire by purchase, lease or otherwise an interest (as owner, lessee, manager or otherwise) in any Theatre Property or substantial assets or substantial property;

(e) to cause the Partnership to incur indebtedness for borrowed money, guarantee indebtedness, or pledge any of its assets;

(f) to commence or settle any legal action on behalf of the Partnership, or to release, compromise, assign or transfer any material claims or material rights of the Partnership;

(g) to cause the Partnership to enter into any agreement or transaction with any Partner or any Affiliate of a Partner;

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(h) to change the Partnership’s elections or choices of methods of reporting income or loss for Federal, state or local income Tax purposes;

(i) except in accordance with a previously approved budget, to make any material alterations, renovations or restorations to any Theatre Property, whether or not in connection with any casualty;

(j) to do any act in contravention of this Agreement;

(k) to transact business other than in the ordinary course; or

(l) to enter into any agreement providing for any of the foregoing.

15.3. Timely Performance. The Operating Agent and the Booking Agent shall each perform all of their respective obligations under this Agreement in a proper, prompt and timely manner. Each shall, subject to the terms and limitations of this Agreement, furnish the other with such information and assistance as the other may from time to time reasonably request in order to perform its responsibilities hereunder, subject to the terms and limitations of this Agreement. The Operating Agent and the Booking Agent shall each take all such actions as the other may from time to time reasonably request and otherwise cooperate with the other so as to avoid or minimize any delay or impairment of either party’s performance of its obligation’s under this Agreement.

15.4. Procedures. (a) The Booking Agent or the Operating Agent, as the case may be, may execute for and on behalf of the Partnership any documents or instruments in connection with any actions permitted to be taken by it under this Agreement, and such execution by the Booking Agent or the Operating Agent alone will bind the Partnership without any signed authorization by the other Partner. If the Booking Agent or the Operating Agent, as the case may be, requests, the other Partner will join in such execution and/or execute and deliver any instruments the Booking Agent or the Operating Agent may reasonably require to confirm its authority hereunder.

(b) Any person dealing with the Booking Agent or Operating Agent, as the case may be, may rely upon a certificate of the Partnership signed by the Booking Agent or the Operating Agent, as the case may be, as to the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the Booking Agent or the Operating Agent.

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ARTICLE 16

OPERATING AGENT

16.1. Operating Agent. The term “Operating Agent” shall mean the Loeks Partner, except that if (i) the Loeks Partner shall be deemed Bankrupt, or (ii) whether or not authorized in accordance with the terms of this Agreement, the Loeks Partner shall attempt to withdraw from the Partnership for any reason or give notice of intention to withdraw from the Partnership for any reason, then, at the option of the Star Partner, the Star Partner shall (in addition to any other rights or remedies it may-have hereunder) be entitled to assume the duties and powers of the Operating Agent under this Article 16 and, from and after the fifth business day after the Star Partner shall have delivered to the Loeks Partner notice of its election to assume such duties and powers, the Star Partner shall be the Operating Agent. If the Star Partner shall become the Operating Agent, the Loeks Partner shall cooperate with the Star Partner in facilitating such transition, including by delivering to the Star Partner, at the expense of the Loeks Partner, the original books of account, records and other documentation which it shall have in its possession relating to the performance of its duties or powers as the Operating Agent under this Article 16.

16.2. Operating Agent’s Duties and Powers.

(a) General Scope. (1) Except as otherwise specifically provided in this Agreement, the Operating Agent shall manage, coordinate and supervise the proper conduct of the ordinary and usual business and affairs of the Partnership excluding those areas falling within the scope of the duties and powers of the Booking Agent, as set forth in Article 17 below, but including all aspects of the day-to-day physical operation and maintenance of the Theatre Properties (collectively the “Operating Management Activities”). The Operating Management Activities shall, subject to Section 16.3, be conducted in a manner (hereinafter referred to as “Operating Management Standards”) consistent and in accordance with, in the case of each Theatre Property, (i) the operation of such Theatre Property as a First-Class Theatre including concessions (unless both Partners otherwise agree), (ii) prudent business and management practices applicable to the operation, maintenance and management of such Theatre Property as a First-Class Theatre, and (iii) the requirements of any leases, mortgages, certificates of occupancy, permits, licenses, consents or other recorded and unrecorded agreements (collectively, “Key Documents”) now or hereafter affecting such Theatre Property. Except as otherwise specifically provided in this Agreement, the Operating Agent shall have such responsibilities, and shall perform and take, or cause to be

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performed or taken, all such services and actions customarily performed or taken by the Operating Agent prior to the Closing with respect to each Theatre Property, as shall be necessary or advisable for the proper conduct of the Operating Management Activities in accordance with the Operating Management Standards, including, without limitation, the duties and powers set forth in subsections (b) through (m) below. The Operating Agent shall have no liability to the Partnership with respect to the conduct of the Operating Management Activities other than to carry out the Operating Management Activities in accordance with the Operating Management Standards in a reasonable manner and the Partnership shall indemnify and hold harmless the Operating Agent against all obligations and liabilities incurred by the Operating Agent in the performance of its duties hereunder as provided in Section 16.7 below.

(2) Unless otherwise specifically provided in this Agreement, all services and actions which the Operating Agent is required or permitted to perform or take, or cause to be performed or taken, under this Agreement in connection with the Operating Management Activities shall be performed or taken, as the case may be, on behalf of the Partnership, at the Partnership’s sole expense and within the limitations of and in accordance with the Approved Capital and Operating Budgets; provided, that, notwithstanding anything to the contrary contained herein, but subject to Section 20.2, the Operating Agent need not take any action it would otherwise be required to take if it has reasonable grounds to believe that the Partnership (to the extent it is required to do so) will not bear the expense of such action or will not have sufficient funds to bear the expense of such action.

(3) As used in this Agreement, the term “First-Class Theatre” shall mean, with respect to any Theatre Property, a first-class, and (except as the Partners may otherwise mutually agree) first-run motion picture theatre, as determined by reference to the geographic area in which such Theatre Property is located.

(4) All expenses charged by the Operating Agent to the Partnership (or incurred by the Operating Agent on behalf of the Partnership) shall be reasonable for comparable theatre properties in the geographic area in which the Theatre Property is located, and shall be without markup or profit to the Operating Agent.

(b) Employees. The Operating Agent shall cause the Partnership to employ personnel to operate, maintain and manage each Theatre Property. The Operating Agent shall direct and supervise such personnel in the performance of their duties and shall determine the wages, benefits and other terms and conditions of their employment. At its option, the Operating

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Agent may also employ its own personnel to assist in the performance of the Operating Management Activities, or may contract with a management company to assist in the performance of the Operating Management Activities.

(c) Concessions. The Operating Agent shall, at the expense and on behalf of the Partnership, operate, maintain and manage the sale of concessions and the operation of vending and video and other gaming machines, at each of the Theatre Properties, and shall determine in its reasonable commercial judgment the items to be sold and the prices to be charged to customers for the purchase of such items or for the use of such machines, provided, that the Operating Agent shall not, without the other Partner’s approval, discontinue the sale or change the brands of any type of concession item which accounts for over 25% of the gross concession sales of any Theatre Property.

(d) Construction of New Theatre Properties. The Operating Agent shall supervise and manage, on behalf of the Partnership, the design and construction of new Theatre Properties including without limitation the undeveloped Theatre Properties listed in Schedules 6.1(b) and 6.1(c) hereto.

(e) Professionals and Contractors. To the extent the Operating Agent deems necessary in connection with the Operating Management Activities and the activities set forth in Section 16.2(d) above, the Operating Agent shall identify and enter into contracts on behalf of the Partnership with architects, engineers, accountants, attorneys, tradesmen and other independent contractors to perform services and supervise the administration, and monitor the performance, of all work to be performed and services to be rendered under all such contracts. The Operating Agent shall use due care in the selection and supervision of all such professionals and other independent contractors. The Operating Agent shall not enter into any contract with any such professional or other independent contractor which would require the payment of more than $50,000 in any 12-month period unless such contract is provided for in an Approved Operating Budget or Approved Capital Budget or is approved by the Booking Agent.

(f) Maintenance. The Operating Agent shall cause each Theatre Property to be maintained in a manner consistent with Operating Management Standards. The Operating Agent shall, except as otherwise specifically provided in this Agreement, enter into such service, maintenance and other contracts, or otherwise obtain or provide such service, maintenance or refurbishment, as shall be necessary or appropriate for the operation, maintenance and refurbishment of each Theatre Property in a manner consistent with Operating Management Standards. Except with the prior written approval of the Booking Agent, no such contract shall be for a term of

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more than one year, unless it may be cancelled without penalty upon not more than 30 days’ notice. The Operating Agent shall purchase, at the expense and on behalf of the Partnership and in accordance with an Approved Budget, in reasonable quantities and at reasonable prices all supplies, materials, tools and equipment as shall be necessary or appropriate for the operation and maintenance of each Theatre Property in accordance with the Operating Management Standards.

(g) Repairs. The Operating Agent shall, except as otherwise specifically provided in this Agreement, cause such ordinary and necessary repairs to be made to each Theatre Property, and all equipment and systems located in or servicing such Theatre Property, as shall be necessary or advisable for its operation and maintenance in accordance with the Operating Management Standards.

(h) Insurance. The Operating Agent shall obtain and maintain for each Theatre Property all such insurance coverage as is customary and appropriate for comparable properties in the geographic area in which such Theatre Property is located. Notwithstanding the foregoing, the Operating Agent shall maintain a policy of public liability insurance from a nationally recognized insurance company for property damage and personal injury (including death) in an amount of not less than $10 million combined single limit (consisting of primary or umbrella coverage) and the Approved Operating Budget shall provide for payment of all necessary premiums for such policy. The Partnership and each of the Partners shall be named as insured parties under all insurance policies. The Operating Agent shall upon request provide to the other Partner copies of all insurance policies.

The Operating Agent shall monitor the insurance coverage of the Partnership and shall at least annually advise the other Partner if, in the Operating Agent’s judgment, the Partnership should change the types or amounts of casualty, liability or other insurance it carries. The Operating Agent shall prepare and file all reports, claims, notices and other documents required in connection with all policies of insurance carried by the Partnership and any claims thereunder. The Operating Agent shall advise the other Partner of any material casualty to any Theatre Property, or of any material claims asserted by third parties for personal injury or property damage. Any casualty to any Theatre Property resulting in damage exceeding $50,000, or any claim by a third party for more than $50,000, shall be deemed material. If the amount of any casualty insurance claim or claim by any third party is $50,000 or more, the Operating Agent shall not agree to any settlement without the prior written consent of the Booking Agent.

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(i) Compliance with Laws. The Operating Agent shall take or cause to be taken all such appropriate actions in and about or affecting each Theatre Property as shall be necessary to cause the Partnership to be in compliance with all legal requirements applicable to such Theatre Property (including legal requirements applicable to the sale of confections and other concession items) and the requirements of any Board of Fire Underwriters or similar agency. Notwithstanding the cost limitations set forth in this Agreement, the Operating Agent may, without the other Partner’s prior written approval, take or cause to be taken any such actions without limitation as to cost if failure to do so would or might, in the Operating Agent’s reasonable judgment, expose the Operating Agent or the Partnership to criminal or civil liability; provided, however, that in each such instance the Operating Agent shall, before taking or causing to be taken any such action, notify the other Partner of the need for such action and use reasonable efforts to obtain the other Partner’s approval. The Operating Agent shall promptly notify the other Partner of any violation, order, rule or determination affecting any Theatre Property of any governmental authority or Board of Fire Underwriters or similar agency. Each Partner shall promptly notify the other Partner of all litigation of which it is aware filed against the Partnership, any Theatre Property, or such Partner in connection with or relating to the Partnership, claiming damages in excess of $25,000.

(j) Taxes. The Operating Agent shall timely prepare for each Theatre Property Tax returns, and obtain and verify bills for real estate, personal property, and all other similar Taxes and assessments, if any, against such Theatre Property and promptly cause the Partnership to pay such Tax bills and any other Impositions (as defined below) which it is the obligation of the Partnership to pay. The Operating Agent and the other Partner shall assist and cooperate with each other in connection with all such Taxes and assessments in all ways reasonably requested by the Operating Agent, including applications or petitions for reduction of Taxes or assessments. As used herein, “Impositions” shall mean all Taxes, assessments, special assessments, rents and charges for any easement or agreement maintained as part of or for the benefit of any Theatre Property, use and occupancy Taxes and charges, water and sewer charges, rates and rents, charges and fees for vaults, charges for public and private utilities, excises, levies, license and permit fees and other governmental charges, general and special, ordinary and extraordinary, unforeseen and foreseen, of any kind and nature whatsoever which at any time during the term of the Partnership may be assessed, levied, confirmed, imposed upon or grow or become due and payable out of or in respect of, or become a lien on, (i) any Theatre Property or any part thereof or any appurtenances thereto, or the sidewalks, streets or vaults

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adjacent thereto or upon any personal property located, or used in connection with any Theatre Property, (ii) the rent, income or other payments received by or on behalf of the Partnership (but not including any Taxes imposed upon the Partners on the income of the Partnership), (iii) any use or occupation of any Theatre Property, (iv) such franchises, licenses, and permits as may be appurtenant to the use of any of the Theatre Properties, and (v) any document to which the Partnership is a party transferring an interest or estate in any Theatre Property. The Operating Agent shall collect, and pay over to the appropriate Tax authority when due, all sales and admissions Taxes and all other similar Taxes required to be collected under applicable law.

(k) Waivers of Liens. The Operating Agent shall obtain all waivers of lien necessary to keep each Theatre Property free and clear of all mechanics’ and materialmen’s liens in connection with any work to be performed on such Theatre Property. If the Operating Agent becomes aware of the filing of any mechanics’ or materialmen’s lien against any Theatre Property, it shall promptly advise the other Partner thereof and, except as the Partners shall otherwise agree, shall take such steps in order to cause such lien to be bonded or otherwise discharged of record.

(l) Mortgages and Other Key Documents. The Operating Agent shall administer the payment by the Partnership of all debt service on any mortgages affecting any Theatre Property which it is the obligation of the Partnership to pay and shall use diligent efforts to enforce all of the Partnership’s rights, under all other Key Documents. Notwithstanding any other provision hereof to the contrary, if the Operating Agent or any Affiliate thereof is a party (other than on behalf of the Partnership) to any lease or other Key Document, all determinations on behalf of the Partnership with respect to the rights and obligations of the Partnership shall be made by the Operating Agent as directed by the other Partner.

(m) Advertising. Subject to Section 17.2(d), the Operating Agent shall hire such advertising services, place such advertisements and generally supervise and attend to all promotional matters pertaining to the exhibition of motion picture films at the Theatre Properties. From time to time at the request of the Booking Agent, the Operating Agent will consult with the Booking Agent with respect to the matters contemplated in this paragraph.

16.3. Conflicts of Interest. Star acknowledges and agrees that the Loeks Partner and James Loeks and Barrie Loeks personally are involved in the design, construction and management of motion picture theatres as well as other businesses for Jack Loeks Theatres, Inc., and its affiliates. Star recognizes that this involvement may result in actual or

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potential conflicts of interest and Star expressly agrees that the existence of such actual or potential conflicts of interest shall not, except as otherwise specifically provided in this Agreement, be a basis for any claims by Star against the Loeks Partner, James Loeks or Barrie Loeks.

16.4. Books, Records and Reports.

(a) Books and Records. The Operating Agent shall establish and maintain full and true books of account and such other records and other documentation pertaining to the operation and maintenance of each Theatre Property as are customarily maintained for comparable theatre properties. Such books of account, records and other documentation shall be and remain the property of the Partnership and either Partner or its duly authorized representatives shall have the right to inspect and make extracts from such books of account, records and other documentation during normal business hours upon reasonable notice. In the event that any inspection by the Star Partner of such books and records indicates that the Operating Agent has overcharged or underpaid the Partnership in an amount in excess of 3% of the appropriate amount for any month, the Operating Agent shall promptly reimburse the Star Partner for any amounts reasonably expended in making such inspection.

(b) Monthly Reports. The Operating Agent shall within 20 days after the end of each month prepare and deliver to the Booking Agent a monthly statement of income and expense for each theatre property and for the Partnership as a whole.

(c) Quarterly Reports. No later than 30 days after the end of each quarter of each fiscal year of the Partnership, the Operating Agent shall cause to be prepared and delivered to the other Partner an unaudited statement showing the results of operations and the financial position of the Partnership as of the end of such quarter. The Operating Agent shall endeavor to deliver to the other Partner no later than 20 days after the end of each fiscal quarter of the Partnership a working draft of the proposed financial statements for such fiscal quarter. The Operating Agent shall prepare and deliver to the Booking Agent on a quarterly basis, the Operating Agent’s written estimates of the amounts, if any, by which any major categories of the Approved Budgets should be revised to adequately provide for the operation and maintenance of each Theatre Property for the next succeeding fiscal quarter. The Operating Agent also shall furnish the Booking Agent with such further information covering the operation and maintenance of each Theatre Property as the Booking Agent may reasonably require.

(d) Annual Report. As soon as practicable after the close of each fiscal year, but in no event later than 60

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days after the beginning of the next succeeding fiscal year, the Operating Agent shall cause to be prepared and delivered to the other Partner audited financial statements for such fiscal year which shall be prepared in accordance with generally accepted accounting principles, consistently applied, shall fairly present the results of operation, cash flow and financial position for and as of the end of such fiscal year, shall be audited by the Accountant and be accompanied by a report thereon from the Accountant. The Operating Agent shall endeavor to deliver to the other Partner no later than 45 days after the beginning of the next succeeding fiscal year, a working draft of the proposed audited financial statement for the previous fiscal year. Both Partners acknowledge that Capital Accounts maintained in accordance with Section 6.7 and which govern under Section 24.2 may not accord with amounts shown as “partners’ capital” on such statement.

(e) Film Receipts. The Operating Agent shall provide the Booking Agent daily receipt reports for each screen operated or managed by the Partnership prior to 12 noon of the day following the day to which such receipts relate.

16.5. Personal Services of Barrie Loeks and James Loeks. For a period of 5 years from the date hereof, Barrie and James Loeks shall, through the Loeks Partner, provide their services on a substantially full-time basis to the Partnership, in order to fulfill the obligations of the Loeks Partner, including its obligations as Operating Agent, under this Agreement, provided, however, that Barrie Loeks and James Loeks may continue to provide their services to John Ball Concessions, Inc., Jack Loeks Theatres, Inc. and their Affiliates to the extent that such services have been provided during the year preceding the execution of this Agreement, and, provided further that Barrie Loeks and James Loeks may provide such services as may be required to manage and operate any Restricted Investment acquired by them or any of their Affiliates as Investing Partner pursuant to Article 19 below. Beginning not later than 90 days prior to the expiration of such 5 year period, Barrie and James Loeks shall negotiate in good faith with the Star Partner to reach agreement on the level of personal services to be provided by Barrie and James Loeks to the Partnership following such 5 year period. Such level of personal services shall in any event be sufficient to enable the Loeks Partner to maintain, under the active supervision of Barrie Loeks and James Loeks, the Operating Management Standards of the Partnership.

16.6. Compensation. As its sole compensation for the performance of its obligations under this Partnership Agreement, the Partnership shall pay to the Operating Agent an annual fee equal to $100,000. In addition, the Operating Agent shall be reimbursed by the Partnership for all costs and

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expenses incurred by the Operating Agent in connection with the performance of its duties under this Agreement. The costs and expenses for which the Operating Agent shall be reimbursed by the Partnership shall include, but not be limited to, the following:

(a) Salaries, wages, benefits, overhead and administrative expenses of the Operating Agent or of any management company retained by the Operating Agent reasonably allocable to services rendered to or for the benefit of the Partnership; and

(b) Amounts paid under the service, maintenance and other contracts entered into for the benefit of the Partnership.

In the event that a person whose services are charged to the Partnership does not provide services exclusively for the Partnership, the Loeks Partner shall provide to the Star Partner, within 45 days after the end of each fiscal year, a statement of the allocation of such person’s compensation between the Partnership and others for which such person is providing services. In all events, such allocation shall be fair and reasonable under the circumstances.

Notwithstanding any provision hereof to the contrary, the Partnership shall not be charged, directly or indirectly, for or pay any salaries, wages or benefits to James or Barrie Loeks. On the first day of each month, the Partnership shall advance to the Operating Agent the amount budgeted for the costs and expenses described in this Section 16.6 for such month. At the end of each fiscal year, the accrued costs and expenses incurred by the Operating Agent shall be determined and (i) any advances received by the Operating Agent in excess of the amount necessary to pay all accrued costs and expenses for such fiscal year shall be returned by the Operating Agent to the Partnership and (ii) any costs and expenses incurred by the Operating Agent in excess of any advances received by the Operating Agent shall be reimbursed by the Partnership.

16.7. Indemnification. The Partnership shall indemnify and hold harmless the Operating Agent and its Affiliates, and their respective officers, directors and agents from and against all claims, losses, liabilities, damages (including repairs and replacement costs), fines, penalties, costs and expenses (including, without limitation, interest which may be imposed in connection therewith, expenses of investigation, reasonable fees and disbursements of counsel and other experts, as the case may be) (“Claims”) sustained or incurred by the Operating Agent in connection with the performance of its duties under this Agreement, except in the case of Claims resulting solely from gross negligence or willful misconduct on the part of the Loeks Partner or any of its Affiliates.

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16.8. Employment of Agents, etc. Subject to the last sentence of this Section 16.8 and to the last paragraph of Section 16.6, the Operating Agent may employ, on behalf of the Partnership, in discharging its obligations hereunder, such firms or corporations (including Affiliates of Loeks) as it deems advisable on such terms and for such compensation as it shall determine in accordance with the Approved Operating Budget. The Operating Agent may cause the Partnership to enter into agreements or other arrangements with any Person which is an Affiliate of the Operating Agent if such agreements or arrangements are on terms which, taken as a whole, are no less favorable to the Partnership than those the Partnership could have obtained from an unaffiliated third party, and are in accordance with the Approved Operating Budget.

ARTICLE 17

BOOKING AGENT

17.1. Booking Agent. The term “Booking Agent” shall mean the Star Partner, except that if (i) CPE, directly or through its Subsidiaries, shall cease to own, operate and/or manage in the United States at least 200 motion picture theatre screens (including, for these purposes, (x) motion picture theatre screens in which the Partnership has an interest and (y) motion picture theatre screens owned, operated and/or managed by any other joint venture or partnership in which CPE, directly or through its Subsidiaries, owns an interest if CPE or any Subsidiary of CPE shall, with respect to such joint venture or partnership, exercise such powers and have such duties as are substantially equivalent to the Star Partner’s powers and duties as Booking Agent hereunder), (ii) the Star Partner shall be deemed Bankrupt or (iii) whether or not authorized in accordance with the terms of this Agreement, the Star Partner shall attempt to withdraw from the Partnership for any reason or give notice of intention to withdraw from the Partnership for any reason then, at the option of the Loeks Partner, the Loeks Partner shall (in addition to any other rights or remedies it may have hereunder) be entitled to assume the duties and powers of the Booking Agent under this Article 17 and, from and after the fifth business day after the Loeks Partner shall have delivered to the Star Partner notice of its election to assume such duties and powers, the Loeks Partner shall be the Booking Agent. If the Loeks Partner shall become the Booking Agent, the Star Partner shall cooperate with the Loeks Partner in facilitating such transition, including by delivering to the Loeks Partner, at the expense of the Star Partner, the original records and other documentation which it shall have in its possession relating to the performance by it of its duties or powers as the Booking Agent under this Article 17.

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17.2. Booking Agent’s Duties and Powers.

(a) General Scope. Except as otherwise specifically provided in this Agreement, the Booking Agent, directly or through a Person designated by it which shall be supervised by the Booking Agent, shall manage, coordinate and supervise the proper conduct of the ordinary and usual business and affairs of the Partnership pertaining to the rental or other acquisition for exhibition of motion picture films at the Theatre Properties (collectively the “Booking Management Activities”). The Booking Management Activities shall, subject to Section 17.5, be conducted in a manner (hereinafter referred to as “Booking Management Standards”) consistent and in accordance with (i) prudent business and management practices applicable to the operation of the Theatre Properties, (ii) the operation of the Theatre Properties as First-Class Theatres and (iii) the requirements of any Key Documents now or hereafter affecting the Theatre Properties. Except as otherwise specifically provided in this Agreement, the Booking Agent shall have such responsibilities, and shall perform and take, or cause to be performed or taken, all such services and actions as shall be necessary or advisable for the proper conduct of the Booking Management Activities in accordance with the Booking Management Standards, including, without limitation, the duties set forth in subsections (b) through (e) below. Unless otherwise specifically provided in this Agreement, all services and actions which Booking Agent is required or permitted to perform or take, or cause to be performed or taken, under this Agreement in connection with the Booking Management Activities shall be performed or taken, as the case may be, on behalf of the Partnership, at the Partnership’s sole expense and within the limitations of and in accordance with the Approved Capital and Operating Budgets; provided, that, notwithstanding anything to the contrary contained herein but subject to Section 20.2, the Booking Agent need not take any action it would otherwise be required to take if it has reasonable grounds to believe that the Partnership (to the extent it is required to do so) will not bear the expense of such action or will not have sufficient funds to bear the expense of such action. The Booking Agent shall have no liability to the Partnership with respect to the conduct of the Booking Management Activities other than to carry out the Booking Management Activities in accordance with the Booking Management Standards in a reasonable manner and the Partnership shall indemnify and hold harmless the Booking Agent against all obligations and liabilities incurred by the Booking Agent in the performance of its duties hereunder as provided in Section 17.8.

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(b) Booking. The Booking Agent shall negotiate and enter into agreements with distributors or other Persons (collectively “Distributors”) with respect to, or otherwise arrange for, the license or other acquisition of motion picture films to be exhibited at any of the Theatre Properties, including, without limitation, booking contracts and guarantees of film rental, provided, however that the Booking Agent shall not enter into any film rental guaranty for any individual film at any individual Theatre Property in excess of $50,000 without the prior written consent of the Operating Agent. The Booking Agent shall determine ticket and other admission .prices charged at each of the Theatre Properties, and for such purpose, the Booking Agent shall appoint a person associated with it, who shall be reasonably satisfactory to the Loeks Partners, to be the person designated by the Booking Agent for performing such function, and the Booking Agent may, from time to time, change such person, provided that any successor shall be reasonably satisfactory to the Loeks Partner. Without limiting the foregoing, it is understood that the individuals who presently serve as President, Chief Executive Officer or Chief Operating Officer of CPE as of the date hereof shall be deemed to be a person reasonably satisfactory to the Loeks Partner. Notwithstanding the preceding sentence, the Booking Agent, acting through such designee, may not change admission prices at any Theatre Property without prior consultation with the Operating Agent, and the Booking Agent may not, without the express written consent of the Operating Agent, increase the admission price at any Theatre Property more than 10% in any 6 month period. In addition, the Operating Agent may propose, by written notice to the Booking Agent, admission price charges for matinees, special shows, bargain days or bargain shows, and if the Booking Agent does not object within 7 days of the receipt of such notice, the Operating Agent may institute the proposed change, subject, however, to the right of the Booking Agent, on 7 days notice to the Operating Agent, to require a rescission of any such change instituted by the Operating Agent. Each of the Operating Agent and the Booking Agent may in its discretion issue “goodwill” tickets and passes in accordance with customary and reasonable practice in the geographic area of each Theatre Property. The Operating Agent acknowledges and agrees that, except for its agreement to fulfill the Booking Management Standards, the Booking Agent has not made and does not make any representation and warranty or covenant to the Operating Agent as to the manner of booking pictures at any of the Theatre Properties, the clearances or run or type of motion pictures to be exhibited at any of the Theatre Properties, or whether any motion picture films of a particular producer or distributor will be exhibited at any of the Theatre Properties, provided, that the Booking Agent shall be required to give the Theatre Properties priority over Restricted Investments, in accordance with Section 19.1(b) below.

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(c) Film Settlements. The Booking Agent shall be responsible for the negotiation of settlements {“Film Settlements”) arising out of the rental or other acquisition of motion picture films exhibited at any of the Theatre Properties and, in connection therewith, may, on behalf of the Partnership, enter into agreements with respect to such Film Settlements. The Booking Agent shall determine Film Settlement items in accordance with prudent business and management practices (“Settlement Policies”). The Booking Agent shall provide to James and Barrie Loeks monthly, on a week by week basis, the dollar amount of the Film Settlement for each motion picture film exhibited at any of the Theatre Properties. To the extent permitted by applicable law, the Booking Agent shall also provide to James Loeks and Barrie Loeks, on an aggregate basis, the average film and advertising settlement arrangements for motion picture theatres (other than the Theatre Properties) owned or operated in the United States by the Booking Agent or any affiliate of the Booking Agent. James and Barrie Loeks acknowledge and agree that such film settlement arrangements at CPE theatres other than the Theatre Properties are of a confidential nature and shall not be disclosed in any manner to any other person.

(d) Advertising Allowances. The Operating Agent acknowledges and agrees that the Booking Agent, at its election, may negotiate advertising allowances from Distributors and settlements of such allowances and enter into agreements with respect to such allowances, including co-op advertising agreements, and settlements.

(e) Compliance with Laws.

(1) The Booking Agent shall take or cause to be taken on behalf of and at the expense of the Partnership, all such appropriate actions in performing the Booking Management Activities as shall be necessary to comply with all legal requirements applicable to such Activities.

(2) The Operating Agent acknowledges and agrees that the Booking Agent, in discharging its duties hereunder, and its affiliates may be required or otherwise agree to observe the conduct limitations set forth in the consent judgment in U.S. of A. v. Loew’s Incorporated, et al., U.S. District Ct., S.D.N.Y. No. 87-273, dated February 6, 1952, as amended (the “Consent Decree”). Loeks acknowledges receipt of the documents listed in Schedule 17.2(e) hereto and agrees that the Booking Agent and its designees shall be authorized to act in compliance therewith.

17.3. Employment of Agents, etc. Subject to the last sentence of this Section 17.3, the Booking Agent may employ, on

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behalf of the Partnership, in discharging its obligations hereunder, such firms or corporations (including Affiliates of Star) as it deems advisable on such terms and for such compensation as it shall determine in accordance with the Approved Operating Budget. The Booking Agent may cause the Partnership to enter into agreements or other arrangements with any Person which is an Affiliate of the Booking Agent if such agreements or arrangements are on terms which, taken as a whole, are no less favorable to the Partnership than those the Partnership could have obtained from an unaffiliated third party, and are in accordance with the Approved Operating Budget.

17.4. Accrued Film Rentals. During the term of the Partnership, the Booking Agent shall, within 10 days following the end of each month, prepare and deliver to the Operating Agent a statement of a duly qualified officer setting forth the Booking Agent’s best estimate of accrued film rental expense for the month and period then ended in connection with the preparation by the Operating Agent of the reports contemplated by Sections 16.4(b), (c) and (d).

17.5. Conflicts of Interest. Loeks acknowledges and agrees that the Booking Agent and its Affiliates are involved in, and may increase their involvement in, numerous aspects of the motion picture industry, including the production and distribution of motion picture films for exhibition in motion picture theatres, and the ownership, operation and/or management of other motion picture theatres. Loeks recognizes that these involvements may result in actual or potential conflicts of interest and that, except as otherwise provided in this Agreement, the existence of such actual or potential conflicts of interest shall not be a basis for any claims by any Loeks Partner against any Star Partner hereunder. Without limiting the foregoing:

(a) Loeks acknowledges that with respect to booking services, the Booking Agent may book motion pictures produced or distributed by Affiliates of the Star Partner or by persons with whom such Affiliates have commercial relationships. Loeks acknowledges that numerous subjective and non-quantifiable matters of judgment go into the decision of which films to book and the terms of such booking, and that the Booking Agent for a variety of reasons may find it in the best interests of the Partnership and of the Booking Agent, in its capacity as Booking Agent, to book films of certain Distributors (including Affiliates of the Booking Agent) and not book films of other Distributors. Without limiting or otherwise affecting the Booking Agent’s obligation to conduct the Booking Management Activities in accordance with the Booking Management Standards, or the Loeks Partner’s right to

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enforce the same, and without limiting the Booking Agent’s obligation to give the Theatre Properties priority over Restricted Investments pursuant to Section 19.1(b) below, Loeks acknowledges that the Booking Agent would not have entered into this Agreement if it (or its Affiliates) would be subject to claims of breach of duty or for other liabilities by any Loeks Partner on the grounds that it booked certain films, or dealt with certain Distributors, or that it booked films (regardless of terms) of Star Affiliates and Loeks agrees, in order to induce Star to enter into this Agreement that it will not assert any such claims.

(b) The Booking Agent agrees that its Settlement Policies with respect to films exhibited at Partnership Theatres which are distributed by Affiliates of Star, as a group and over any fiscal year, will not generally be more favorable to Distributors who are Affiliates of Star than the Settlement Policies generally applied during such fiscal year by the Booking Agent with respect to films exhibited at Partnership Theatres which are distributed by non-Affiliated Distributors.

(c) Loeks acknowledges that Star and its Affiliates are engaged in the operation and/or ownership of motion picture theatres in various geographic areas, and that they intend to expand their interest in the operation and ownership of motion picture theatres. Loeks further acknowledges that (i) separate geographic areas may be unique and involve factors relevant to Settlement Policies that are not of equal importance to other geographic areas, (ii) Star would not have entered into this Agreement if its conduct with respect to Settlement Policies for the Partnership was evaluated against or compared to the Settlement Policies it or its Affiliates applies in other geographic areas or markets, and (iii) Star would not have entered into this Agreement if it was required to apply the same or similar Settlement Policies hereunder as it or its Affiliates follow in other geographic areas or markets. Accordingly, Loeks and Star agree that as between themselves, (w) Settlement Policies followed in other geographic areas by Star and its Affiliates shall be deemed not relevant or pertinent to any review of or contest involving Star’s Settlement Policies for any Theatre Properties owned, managed or operated by the Partnership, (x) Loeks waives any right to challenge, and Star waives any right to defend, Star’s Settlement Policies on the basis of Settlement Policies followed by Star or its Affiliates in any other geographic area or market and (y) except as set forth in Section 17.2(c) hereof Star and its Affiliates shall have no obligation to provide any Partner or the Partnership, or to any of their accountants or representatives, access to information (including access to

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work papers, books and accounts, memoranda and other documentation) regarding procedures followed or results achieved by Star or any of its Affiliates with respect to film settlements applicable to any motion picture theatres other than the Theatre Properties owned, operated or managed by Star or any of its Affiliates, whether such procedures are completed or ongoing and Loeks waives any and all rights to request or receive such information. Except as specifically provided in Sections 17.2(a), (b) and (c) above, Loeks confirms that Star has made no representation or covenant to it as to its Settlement Policies or Booking Management Standards with respect to any theatres which are owned, managed or operated by Star or its Affiliates or which are to be owned, managed or operated by the Partnership.

(d) If the Loeks Partner hereunder shall become the Booking Agent as provided herein, the provisions of the foregoing paragraphs of this Section 17.5 shall apply to the Loeks Partner as the Booking Agent and all references to Loeks in the foregoing paragraphs of this Section 17.5 shall mean Star.

17.6. Compensation. As its sole compensation for the performance of its obligations under this Partnership Agreement, the Partnership shall pay to the Booking Agent an annual fee equal to $100,000. In addition, the Booking Agent shall be reimbursed by the Partnership for all costs and expenses incurred by the Booking Agent in connection with the performance of its duties under this Agreement. The costs and expenses for which the Booking Agent shall be reimbursed by the Partnership shall include, but not be limited to, the following:

(a) Salaries, wages, benefits, overhead and administrative expenses of the Booking Agent or of any management company retained by the Booking Agent reasonably allocable to services rendered to or for the benefit of the Partnership; and

(b) Amounts paid under contracts entered into for the benefit of the Partnership.

In the event that a person whose services are charged to the Partnership does not provide services exclusively for the Partnership, the Star Partner shall provide to the Loeks Partner, within 45 days after the end of each fiscal year, a statement of the allocation of such person’s compensation between the Partnership and others for which such person is providing services. In all events, such allocation shall be fair and reasonable under the circumstances.

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On the first day of each month, the Partnership shall advance to the Booking Agent the amount budgeted for the costs and expenses described in this Section 17.6 for such month. At the end of each fiscal year, the accrued costs and expenses incurred by the Booking Agent shall be determined and (i) any advances received by the Booking Agent in excess of the amount necessary to pay all accrued costs and expenses for such fiscal year shall be returned by the Booking Agent to the Partnership and (ii) any costs and expenses incurred by the Booking Agent in excess of any advances received by the Booking Agent shall be reimbursed by the Partnership.

17.7. Booking for Jack Loeks Theatres. The Booking Agent shall, at the election of Jack Loeks Theatres, Inc., at any time and from time to time during the term of the Partnership, provide Booking Management Activities for Jack Loeks Theatres, Inc., at a fee that is reasonable and customary for theatre properties in its geographic area and in accordance with the Booking Management Standards set forth in this Article 17; provided, however, that the Booking Agent shall not be required to perform such activities for any theatre property in competition with a Theatre Property or with any other theatre property owned, operated or managed, in whole or in part, directly or indirectly, by CPE or its Affiliates or for which CPE or its Affiliates provide booking or settlement services; and provided further, that the Booking Agent shall not be required to provide any services to Jack Loeks Theatres, Inc., in circumstances which, based upon an opinion of its counsel, the Booking Agent reasonably believes constitutes a violation of law or any judgment or decree by which it is bound; and provided further, that Jack Loeks Theatres, Inc. agrees in form and substance reasonably satisfactory to the Booking Agent to indemnify the Booking Agent for all claims, costs and expenses incurred by the Booking Agent in connection with such Booking Management Activities to the extent related to the actual or alleged acts or omissions of Jack Loeks Theatres, Inc. or its affiliates, agents, employees, officers or representatives.

17.8. Indemnification. The Partnership shall indemnify and hold harmless the Booking Agent and its Affiliates, and their respective officers, directors and agents from and against all claims, losses, liabilities, damages (including repairs and replacement costs), fines, penalties, costs and expenses (including, without limitation, interest which may be imposed in connection therewith, expenses of investigation, reasonable fees and disbursements of counsel and other experts, as the case may be) (“Claims”) sustained or incurred by the Booking Agent in connection with the performance of its duties under this Agreement, except in the case, of Claims resulting solely from gross negligence or willful misconduct on the part of the Star Partner or any of its Affiliates.

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ARTICLE 18

PURCHASE AND SALE OPTIONS

18.1. Loss of Loeks Personal Service. (a) If, at any time, Barrie Loeks or James Loeks shall fail to provide, or shall advise the Star Partner of their unwillingness to provide, the level of personal services specified in Section 16.5 hereof for reasons other than death or permanent disability, the Star Partner, in addition to any other remedies which it may have hereunder, shall be entitled to acquire the Partnership Interest of the Loeks Partner as provided below.

(b) If (i) James or Barrie Loeks notifies the Star Partner of his or her unwillingness to provide the level of personal services required in Section 16.5 (the “Loss of Services Notice”), or (ii) James Loeks or Barrie Loeks fail to provide such level of personal services for a period of at least 60 consecutive days for reasons other than reasonable vacations, death or disability (the “Loss of Services Period”) following written notice from the Star Partner that such level of personal service is not being provided, the Star Partner shall have the right, exercisable by giving notice (the “Exercise Notice”) to the Loeks Partner within 180 days after the earliest of the date of receipt of the Loss of Services Notice or the expiration of the Loss of Services Period, provided that such level of personal services shall not have resumed prior to the date of such Exercise Notice, either to acquire the Partnership Interest (the “Subject Interest”) of the Loeks Partner or, in the alternative, to assume the duties and responsibilities, and be entitled to the rights, of the Operating Agent. The closing (the “Loss of Services Closing”) of the purchase and sale of the Subject Interest shall occur at the principal office of the Star Partner at 12 noon (New York time) on the 25th business day after delivery of the Exercise Notice. At the Loss of Services Closing, the Loeks Partner shall deliver instruments of transfer, in form reasonably satisfactory to the Star Partner and its counsel, evidencing the transfer of the Subject Interest free and clear of all liens, claims, rights of third-parties and other encumbrances, against delivery by the Star Partner of a certified check in the aggregate amount (the “Loss of Service Exercise Price”) equal to (a) 2-1/2 times the Average Annual Cash Flow plus (b) in the case of any Theatre Property which as of the Applicable Date has been in operation for less than 12 months (a “Start-up Theatre Property”), 50% of the cost basis before depreciation or amortization (as reflected in the books and records of the Partnership) (the “Cost Basis”) of the assets of such Start-up Theatre Property plus (c) 50% of Net Partnership Assets minus (d) 50% of Net Partnership Liabilities. The Applicable Date for such purpose shall be the end of the month immediately preceding the date of the Exercise Notice.

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If a Partner is required pursuant to this Agreement to deliver a Partnership interest to the other Partner free and clear of Encumbrances, and fails or is unable to do so, the other Partner may, at its option, apply a portion of the purchase price for such Partnership interest to reduce, pay off or obtain the release of such Encumbrance.

18.2. Death or Disability. (a) In the event that either Barrie Loeks or James Loeks dies or is Permanently Disabled (as defined below), the survivor or the non-disabled party, as the case may be, shall, within 180 days of such event, appoint a replacement, who shall be reasonably acceptable to the Star Partner, to assume the duties of the deceased or disabled party. For purposes of this Agreement, James Loeks or Barrie Loeks shall be deemed to be Permanently Disabled if he or she has been unable to perform his or her duties under this Agreement for a period of 180 days in any period of 52 consecutive weeks.

(b) The Loeks Partner shall promptly give notice (the “Disability Notice”) to the Star Partner of the death or Permanent Disability of Barrie Loeks or James Loeks, stating the date upon which such event occurred (the “Disability Date”). Upon the failure of the Loeks Partner to appoint a replacement reasonably acceptable to the Star Partner within 180 days after the Disability Date or if both Barrie Loeks and James Loeks die or are Permanently Disabled, the Star Partner shall have the right, exercisable by giving notice (the “Disability Exercise Notice”) to the Loeks Partner within 45 days after the expiration of such 180-day period or the death or Permanent Disability of both Barrie Loeks and James Loeks, either (at the option of the Star Partner) to acquire the Partnership Interest (the “Subject Interest”) of the Loeks Partner or to assume the duties and responsibilities, and be entitled to the rights, of the Operating Agent. The closing (the “Disability Closing”) of the purchase and sale of the Subject Interest shall occur at the principal office of the Star Partner at 12 noon (New York time) on the 25th business day after delivery of the Disability Exercise Notice. At the Disability Closing, the Loeks Partner shall deliver instruments of transfer, in form reasonably satisfactory to the Star Partner and its counsel, evidencing the transfer of the Subject Interest free and clear of all liens, claims, rights of third-parties and other encumbrances, against delivery by the Star Partner of a certified check in the aggregate amount (the “Disability Exercise Price”) equal to (a) 3-1/2 times the Average Annual Cash Flow plus (b) in the case of any Start-up Theatre Property, 50% of the Cost Basis of the assets of such Start-up Theatre Property plus (c) 50% of Net Partnership Liabilities minus (d) 50% of Net Partnership Liabilities. The Applicable Date for such purpose shall be the end of the month

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immediately preceding the date of the Disability Exercise Notice.

ARTICLE 19

ADDITIONAL AGREEMENTS

19.1. Non-Competition. (a)(1) It is the intention of the parties, if appropriate opportunities become available, to develop and/or seek to acquire new Theatre Properties within the Territory for the benefit of the Partnership. Accordingly, the parties intend that neither Partner shall negotiate for the acquisition, directly or indirectly of any interest of any motion picture theatre in the Territory without prior discussion with the other Partner.

(2) From and after the date hereof, no Partner or any of its Affiliates shall, directly or indirectly, individually or as part of a group, own, lease, operate, rent, build, acquire an economic interest in, or provide services to, any motion picture theatre (other than the Theatre Properties) in the Territory, or enter into a definitive agreement to do any of the foregoing, or acquire or maintain an economic interest in any entity which engages in any of the foregoing activities (each, a “Restricted Investment”), unless such Partner or Affiliate (an “Investing Partner”) shall, in accordance with the following procedures, first give the Partnership the opportunity to acquire such Restricted Investment on the same terms and conditions. Notwithstanding the foregoing, the following shall not constitute “Restricted Investments”: (A) the acquisition of “beneficial ownership” (as defined in the Exchange Act) by any Partner and its Affiliates of less than 5% of any class of equity securities (whether or not entitling the holder to vote generally in the election of directors) of any corporation having any class of securities registered pursuant to Section 12 of the Exchange Act or which is subject to the reporting requirements of Section 15(d) of the Exchange Act, or voting securities of any such corporation constituting up to 5% of the voting power of such corporation, which corporation owns, leases, operates, rents or provides services to, motion picture theatres located in the Territory; (B) the acquisition by a Partner or its Affiliates of an Interest in an entity which owns, operates, leases or manages at least 50 screens, not more than 25% of which are located within the Territory if the Partner or its Affiliate within six months following such acquisition either causes such entity to dispose of such interest in such screens within the Territory or causes such entity to make an “Offer Notice” in accordance with Section 19.1(a)(3) below with respect to the theatres located in the Territory; (C) the acquisition of any capital stock of or other interest in Jack

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Loeks Theatres, Inc. by Barrie Loeks or James Loeks, or the provision by any of the the parties to Jack Loeks Theatres, Inc. of the services contemplated by this Agreement, including, without limitation, Sections 16.5 and 17.7 hereof and (D) the making of any investment or acquisition of any interest in or to a Theatre Property by an Affiliate of CPE which is not directly or indirectly controlled by CPE or managed by any persons employed by CPE or any of its Subsidiaries, provided, that following such acquisition, no management or booking services shall be provided to any of the theatre properties involved in such acquisition by CPE or any of its Affiliates which is directly or indirectly controlled by CPE or managed by any persons employed by CPE or any of its Subsidiaries.

(3) An Investing Partner shall deliver written notice (an “Offer Notice”) of a proposed Restricted Investment to the other Partner (the “Unaffiliated Partner”) as promptly as practicable after (a) in the case of a non-Multi-Territory Acquisition, the earlier to occur of (w) the delivery of a term sheet by or to the Investing Partner, (x) the execution of a letter of intent or agreement in principle, (y) the negotiation of a proposed form of definitive agreement, or (b) in the case of a Multi-Territory Acquisition, the date of the actual investment (or within six months thereafter in the case of an Offer Notice delivered pursuant to clause (B) of Section 19(a)(2) above), setting forth the terms of the proposed Restricted Investment. The Offer Notice shall specify, in reasonable detail, the terms and conditions of the proposed Restricted Investment and include copies of any term sheet, letter of intent or proposed form of agreement relating to the proposed Restricted Investment. If an Offer Notice shall be given, the Partnership shall have the right, exercisable by the Unaffiliated Partner alone by giving notice (an “Acceptance Notice”) to the Investing Partner within 45 days after the date on which such Unaffiliated Partner shall have first received the Offer Notice, to acquire the Restricted Investment upon the same terms and conditions set forth in the Offer Notice, the parties agreeing that in the event a proposed Restricted Investment is to be made as part of a transaction involving the acquisition (a “Multi-Territory Acquisition”) of an economic interest in assets in addition to any motion picture theatre located in the Territory, the Investing Partner shall cause the assets which comprise the Restricted Investment to be offered to be separately transferred to the Partnership at a cash purchase price equal to a fair allocation of the aggregate consideration for all assets which are a part of such transaction. If the seller in such Multi-Territory Acquisition will not make such an offer, and the Restricted Investment is acquired by the Investing Partner, the Investing Partner shall deliver an Offer Notice to the Unaffiliated Partner relating to the assets which comprise the Restricted Investment as provided in this Agreement. If the Unaffiliated Partner shall deliver

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on behalf of the Partnership an Acceptance Notice, the Partners shall use reasonable efforts to negotiate promptly a definitive agreement providing for the acquisition by the Partnership of the Restricted Investment and, upon the successful completion of such negotiations, the Partnership shall sign such agreement. Each of the Partners shall cooperate with the other and use its best efforts to complete the negotiations and execute such agreement. If an Acceptance Notice is given, the funds necessary to make such Restricted Investment shall be provided from: (w) first, the Partnership Note; (x) second, when funds available from the Partnership Note have been completely expended, a Capital Expenditure Loan; (y) third, when all of the Capital Expenditure Loans have been completely expended, unless the Partners otherwise agree, borrowings from a reputable financial institution by the Partnership on the most favorable commercial terms available at the time, provided that the debt/equity ratio of the Partnership immediately following any such borrowing shall not exceed 1:1; (z) fourth, after the funds listed in (w), (x) and (y) above have been completely expended, each Partner shall at the Closing of such transaction contribute to the capital of the Partnership one-half of the remaining funds needed to fund the acquisition of the Restricted Investment and provide necessary working capital, provided that the Loeks Partner shall be entitled to fund any such capital contribution by pledging its interest in the Partnership and its interest in the Partnership assets in accordance with the provisions of Section 7.2.

(4) If no Acceptance Notice shall have been delivered within 45 days after the date on which the Offer Notice shall have been delivered, or if the Unaffiliated Partner shall not have, on behalf of the Partnership, within 90 days after the date on which the Acceptance Notice shall have been delivered, executed a definitive agreement providing for the acquisition by the Partnership of the Restricted Investment, the Investing Partner may, no later than 30 days after the end of the later of such 45-day or 90-day period, sign a definitive agreement providing for the consummation of such Restricted Investment on terms and conditions no more favorable to the Investing Partner than as set forth in the Offer Notice. If the Investing Partner shall not execute such definitive agreement within such period and thereafter proceed to acquire the Restricted Investment pursuant to such definitive agreement, the provisions of this Section 19.1 shall again apply to such Restricted Investment, and no acquisition of a Restricted Investment shall be made otherwise than in accordance with the terms of this Section 19.1.

(5) In the event that an Investing Partner acquires a Restricted Investment in accordance with the terms of this Section 19.1, the Investing Partner shall have the right, exercisable within 90 days of the date of acquisition,

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to cause the Partnership, to the extent permitted by applicable law, to manage, operate, book, and settle each motion picture theatre which is the subject of the Restricted Investment as if it were a Theatre Property, and the Partners hereby agree (subject to Section 19.1(b) below) that each such motion picture theatre shall be deemed, to the extent permitted by applicable law, to be a Theatre Property for purposes of determining the scope of the duties and powers of the Booking Agent and Operating Agent hereunder. The Investing Partner shall be entitled to cancel such management arrangements at any time on 180 days’ notice and upon payment of fees accrued to the Partnership to the date of cancellation. As compensation for such operating and booking services, the Investing Partner shall cause to be paid to the Partnership for each year (or portion thereof) that each such theatre is managed by the Partnership an annual fee which shall be 6% of the gross revenue attributable to such theatre in each year (or portion thereof) during which such theatre is so operated and booked by the Partnership.

(b) The Booking Agent, in booking any motion picture theatre which is the subject of the Restricted Investment and settling films exhibited thereat pursuant to Section 19.1(a) above, (i) shall take into account as a priority the best interests of the Theatre Properties which are not Restricted Investments and (ii) shall not book any such theatre, or settle any films exhibited at such theatre, in a manner which adversely affects the Partnership.

(c) Notwithstanding any provision of this Section 19.1 to the contrary, neither Partner may make or acquire or allow any of its Affiliates to make or acquire a Restricted Investment involving any motion picture theatre within a three mile radius of any Theatre Property without the prior written consent of the other Partner.

19.2. Lease Renewals. (a) The Operating Agent shall have primary responsibility for conducting negotiations relating to the renewal of Leases, unless the landlord or sub-landlord under any Lease shall be the Loeks Partner or any Affiliate thereof, or Jack Loeks Theatres, Inc. or an Affiliate of Jack Loeks Theatres, Inc. in which event the Star Partner shall have primary responsibility for conducting negotiations relating to such Lease. The Partner which shall have primary responsibility for conducting negotiations relating to the renewal of any Lease shall keep the other Partner informed of the progress of such negotiations and the proposed terms of renewal of such Lease and the other Partner may attend and participate in such negotiations.

(b) The renewal of any Lease shall require the unanimous consent of both Partners. On or before the fifteenth

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day (the “Communication Date”) prior to the earlier of (x) the expiration of any Lease which does not grant to the Partnership a renewal option or (y) the last day for the Partnership to give notice of its election to renew any Lease in accordance with its terms (either of such days referred to as the “Expiration Date”), the Partner which shall have primary responsibility for conducting negotiations relating to the renewal of such Lease, after taking into account the status of negotiations with the landlord immediately prior to the Communication Date, shall inform the other Partner of the proposed terms of renewal of such Lease which are acceptable to the lessor of the Property. If neither Partner shall object to such proposed terms by the fifth day (the “Objection Date”) after the Communication Date, the responsible Partner shall use its best efforts to complete its negotiations and renew the Lease on terms which are at least as favorable to the Partnership as described by such responsible Partner on the Communication Date.

(c) In the event that on or prior to the Objection Date either Partner shall object to the proposed terms of renewal of any Lease (either such Partner referred to as the “Objecting Partner”), at the request of the other Partner (the “Non-Objecting Partner”), the Partnership shall assign to the Non-Objecting Partner, for no consideration, all of the Partnership’s right, title and interest in and to such Lease, including any renewal rights, and shall sell to the Non-Objecting Partner, at their fair market value as jointly determined by both Partners in good faith, the Partnership’s interest in all tangible property, fixtures and improvements located in the Theatre Property which is subject to such Lease, together with the business, if any, as a going concern of such Theatre Property, concurrently with the later of the renewal of such Lease (the “Renewed Lease”) or the expiration of the term of such lease prior to its renewal. If the Partners are unable to agree on the fair market value of such tangible property, fixtures and improvements, such fair market value shall be determined by an independent appraiser selected by both Partners or, if they are unable to agree, the Accountant. The Renewed Lease shall be on terms not materially more favorable to the Non-Objecting Partner than the terms rejected by the Objecting Partner. The Non-Objecting Partner shall be liable for and shall pay all transfer, sales, use, stamp, withholding, gains, and other Taxes in connection with such transfer, and all costs of recording instruments effecting such transfer and related documents, including reasonable attorneys’ fees of the Partnership.

(d) The Non-Objecting Partner shall have the right, exercisable within 10 days after the date of renewal of the Renewed Lease, to cause the Partnership to manage and book the Theatre Property which is the subject of such Renewed Lease

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on the terms and subject to the conditions set forth in Section 19.1(a)(5) hereof but subject to the provisions of Section 19.1(b) as if such Theatre Property were a Restricted Investment.

(e) If the renewal or transfer of any lease to the Non-Objecting Partner requires the consent or approval of a landlord, mortgagee or other Person which is not obtained, both Partners will use their best efforts to enter into a management contract or other arrangement that transfers to the Non-Objecting Partner the rights and obligations it would have obtained or incurred had it succeeded to such lease as tenant or sub-tenant, provided the Partnership shall be adequately indemnified by the Non-Objecting Partner, on terms and conditions satisfactory to the Objecting Partner, against all losses, liabilities, costs, and expenses in respect of or relating to such management contract or other arrangement.

19.3. Tax Year; Fiscal Year. If permission is granted by the Internal Revenue Service, the Partnership’s Taxable year shall be the period in each year beginning on March 1 and ending on February 28 or 29, or such year as shall be selected from time to time jointly by the Partners consistent with applicable law, except that the initial Taxable year of the Partnership shall be the period beginning on the date hereof and ending on February 28, 1989. The Partnership shall promptly apply to the Internal Revenue Service for special permission to use such Taxable year provided, that if such permission is not granted, the Partnership’s Taxable year shall be the period in each year beginning on January 1 and ending on December 31. The Partnership’s fiscal year shall be the period in each year beginning on March 1 and ending on February 28 or 29, or such year as shall be selected from time to time jointly by the Partners consistent with applicable law, except that the initial fiscal year shall be the period beginning on the date hereof and ending on February 28, 1989.

19.4. Accountant. The books and records of the Partnership shall be audited by a reputable firm of independent certified public accountants selected by both Partners (the “Accountant”). The initial Accountant shall be Ernst & Whinney. The Partnership shall pay the fees and expenses of the Accountant.

19.5. Transfer Taxes. In the event of any sale of a Partnership Interest to a Partner pursuant to Section 18.1, 18.2 or 18.3, the selling Partner shall be liable for and shall pay all transfer, sales, use, stamp, withholding and other Taxes.

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ARTICLE 20

APPLICATION OF FUNDS

20.1. Operating Accounts. Except as otherwise agreed by both Partners, the Operating Agent shall cause the Partnership to open and maintain such account or accounts (collectively, “Operating Accounts”) as the Operating Agent shall deem necessary or appropriate in a banking institution or institutions in Michigan jointly designated from time to time by both the Partners in the Partnership’s name. Duly authorized representatives of each of the Operating Agent and the Booking Agent, without the approval of the duly authorized representatives of the other, shall be entitled to make deposits. Withdrawals from any Operating Account shall only require the approval of the Operating Agent; provided, however, that the Operating Agent shall obtain the approval of an authorized representative of the Booking Agent before making any withdrawal that is not covered by the Approved Budgets. The Operating Agent shall cause the Partnership to deposit in the Operating Accounts as promptly as practicable all receipts and revenues received from the sale of admissions tickets, concession items or otherwise and all funds collected by the Partnership or by the Operating Agent on behalf of the Partnership under this Agreement and shall not commingle such revenues or funds with the revenues or funds of the Operating Agent, any of its affiliates or others. All revenues and funds deposited in the Operating Accounts shall be and remain the Partnership’s property. Each of the Operating Agent and Booking Agent agrees that, in performing its duties and exercising its powers hereunder as Operating Agent or Booking Agent, as the case may be, it is acting as agent for the Partnership; accordingly, all funds, property or other benefits which it may receive in performing such duties or exercising such powers shall be held by it as agent for the benefit of, and in trust for, the Partnership.

20.2. Payment of Expenses. If at any time the funds in the Operating Accounts are insufficient to pay the expenses of the Partnership, such funds shall be disbursed in the following order of priority:

(a) First, to the payment of payroll expenses (including FICA and income Tax withholding) for employees of the Partnership or the Operating Agent on behalf of the Partnership;

(b) Next, to the payment of debt service under any mortgages affecting any Theatre Property which it is the obligation of the Partnership to pay;

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(c) Next, to the payment of Impositions;

(d) Next, to the payment of rent and other charges under any lease;

(e) Next, to the payment of utilities;

(f) Next, to the payment of insurance premiums;

(g) Next, to the payment of Film Settlements;

(h) Next, to the payment of direct operating expenses or liabilities of the Partnership;

(i) Next, to the payment of loans from any Partner including any Capital Expenditure Loans outstanding from Star or its Affiliates; and

(j) Next, to the payment of indirect operating expenses or liabilities of the Partnership including fees of the Operating Agent and the Booking Agent.

If after applying all funds in the Operating Accounts in the priority required by the previous sentence the funds in the Operating Accounts are insufficient to pay all the expenses, referred to in any of clauses (a) through (j) above, then, after paying in full all the expenses referred to in any clause having higher priority, the Operating Agent shall apply any remaining funds in the Operating Accounts to the payment of the expenses referred to in any such clause as jointly determined by the Partners in good faith.

If the Operating Agent shall fail to apply the funds in the Operating Accounts as required by this Agreement, the Booking Agent shall be entitled to apply such funds as so required.

20.3. Budgets.

(a) Capital Budgets. The Operating Agent shall prepare a pro forma capital budget for the Partnership as promptly as practicable after the date hereof for the first Operating Year and thereafter at least thirty days prior to the beginning of each subsequent Operating Year. Each pro forma capital budget must be jointly approved by both Partners and the budget so approved shall be deemed to be an “Approved Capital Budget” for the period covered by such budget.

(b) Annual Operating Budgets. The Partners shall jointly approve an annual operating budget for the

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Partnership as promptly as practicable after the date hereof for the first Operating Year and thereafter at least thirty days prior to the beginning of each subsequent Operating Year. The Partners shall jointly agree on a range of projected gross box office receipts to be utilized in formulating the operating budget. Based on the agreed upon range of projected gross box office receipts, (i) the Booking Agent shall prepare a pro forma budget for all costs of film rental and of booking film, including all charges payable to the Booking Agent pursuant to this Agreement, and (ii) the Operating Agent shall prepare a pro forma budget for all costs pertaining to the operation and maintenance of each Theatre Property. These budgets shall be combined in a pro forma operating budget. The individual line items in the pro forma operating budget may be expressed as a range of dollar amounts, a fixed percentage of box office sales and/or concession sales, or a range of such percentages.

Unless both Partners jointly agree otherwise, each such pro forma operating budget shall be substantially in the same form as the Approved Budget in effect for the prior Operating Year (exclusive of extraordinary items in the Approved Budget for the prior Operating Year) and shall set forth costs on an annual basis for each Theatre Property. Each pro forma operating budget must be jointly approved by both Partners. Any pro forma operating budget so approved shall be deemed to be an “Approved Operating Budget” • for the period covered by such budget. Notwithstanding the foregoing, each Approved Operating Budget shall provide for the expenditure, at the Operating Agent’s discretion, of up to 1% of total revenues of all Partnership Theatre Properties in the preceding year for maintenance, repairs, replacement and refurbishment of the Theatre Properties (the “Guaranteed Repair and Replacement Fund”). The Star Partner shall not be entitled to disapprove the Guaranteed Repair and Replacement Fund.

(c) Dispute Resolution. In the event any item set forth in a pro forma operating budget (other than the Guaranteed Repair and Replacement Fund) is not approved (the “Disputed Item”), the Partners shall negotiate in good faith to reach joint approval on the Disputed Item. In the event the Partners are unable to negotiate an Approved Operating Budget, each Partner shall independently propose the amount to be budgeted for each Disputed Item which is a regularly occurring expense that was included in the prior year’s Approved Operating Budget and which will not be materially affected by a change in the number of theatre screens or locations since the preparation of the prior year’s Approved Operating Budget. If each of the amounts of the Disputed Item proposed by the Operating Agent and the Booking Agent is greater than 95% of the amount of the Disputed Item for the immediately preceding Operating Year, the amount of the Disputed Item set forth in the Approved Operating Budget shall be the lower of the amounts

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proposed by the Operating Agent and the Booking Agent. If each of the amounts of the Disputed Item proposed by the Operating Agent and the Booking Agent is lower than 95% of the amount of the Disputed Item for the immediately preceding Operating Year, the amount of the Disputed Item set forth in the Approved Operating Budget shall be the greater of the amounts proposed by the Operating Agent and the Booking Agent. If only one of the amounts of the Disputed Item proposed by the Operating Agent and the Booking Agent is less than or equal to 95% of the amount of the Disputed Item for the immediately preceding Operating Year, the amount of the Disputed Item set forth in the Approved Operating Budget shall be 95% of the amount of the Disputed Item for the immediately preceding year.

In the event a Disputed Item is materially affected by a change in the number of theatre screens or locations since the preparation of the prior year’s Approved Budget, the above dispute resolution formula shall apply, provided, however, that in applying the formula the amount of the Disputed Item for the immediately preceding Operating Year shall be adjusted pro rata for the number of theatre screens to be operated by the Partnership during the next Operating Year.

(d) Limitations of Approved Budgets. Except as otherwise specifically provided in this Agreement, the Operating Agent shall not incur or be required to incur on behalf of the Partnership any capital expenditures during any period except within the limitations established by and in accordance with the Approved Capital Budget for such period. Except as otherwise specifically provided in this Agreement, the Operating Agent shall not incur or be required to incur on behalf of the Partnership any costs or expenses in connection with the operation or maintenance of the Theatre Properties during any Operating Year except within the limitations established by and in accordance with the Approved Operating Budget for such Operating Year.

(e) Adjustment of Approved Budgets. In the event that there is reason to believe that actual costs will exceed the budgeted amounts for any major expense category, the Operating Agent, in the case of capital or operating expenses, or the Booking Agent, in the case of film rental and booking expenses, shall promptly notify the other Partner in writing of the projected amount by which actual costs are reasonably expected to exceed the budget and the particular reasons therefor. Promptly after delivery and receipt of such notice, the Partners shall negotiate in good faith to make any necessary adjustment to the Approved Budget. Any such adjustments jointly approved by the Partners shall automatically be incorporated in and become a part of the Approved Budget for all purposes hereunder.

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ARTICLE 21

TRANSFER OF PARTNERSHIP INTERESTS

21.1. Prohibited Transfers. Except in accordance with, and as permitted by, Section 7.1, 7.2, 18.1, 18.2, 21.2, 21.3 or 21,4, a Partner may not, directly or indirectly, sell, assign, transfer, mortgage, pledge or collaterally assign, hypothecate, encumber or otherwise dispose of (collectively, “Transfer”), all or any part of its Partnership Interest, in whole or in part, without the prior written consent of the other Partner. For purposes of this Agreement, except as specified herein, any voluntary or involuntary change in the ownership or control of any of the Persons which, directly or indirectly, own a controlling interest in a Partner or is a Partner (an “Upper Tier Transfer”), including, without limitation, the Transfer by Barrie Loeks or James Loeks of any shares of capital stock or other equity or partnership interest (or of any Subsidiary, partnership or other entity which owns any interest in the Loeks Partner), shall be deemed a Transfer of a Partnership Interest except that any change in the ownership of the outstanding capital stock of CPE (or any successor thereto) or in the ownership of substantially all of its assets (other than its Partnership Interest or its stock in Star, which shall only be transferred in accordance with Section 21.4 below) shall not be deemed to be a Transfer.

21.2. Permitted Transfers. Notwithstanding the provisions of Section 21.1, but subject to the provisions of Sections 21.6, 21.7 and 21.8, a Partner may, without the consent of the other Partner, Transfer all (but not less than all) of its Partnership Interest to any of the following persons: (i) if such Transfer is not an Upper Tier Transfer, to any wholly owned direct or indirect Subsidiary of CPE or Barrie and James Loeks, or (ii) if such Transfer is an Upper Tier Transfer involving solely the direct transfer of all (but not less than all) of the capital stock of the Partner, to any wholly owned direct or indirect Subsidiary of CPE or James Loeks and Barrie Loeks. In addition, notwithstanding the provisions of Section 21.1, James Loeks and Barrie Loeks may, without the consent of the Star Partner, transfer all or any portion of their interest in the Loeks Partner to one or more trusts which have as their beneficiaries only James Loeks, Barrie Loeks, and their heirs and with respect to which the power to direct the voting of such interests is reserved to James Loeks and/or Barrie Loeks for their lives.

21.3. Loeks Option to Sell. (a) At any time after 10 years from the date hereof, the Loeks Partner shall have the option to sell, upon 20 business days notice (the “Sale Notice”), its Partnership Interest (the “Subject Interest”) to the Star Partner. The Closing (the “Sale Closing”) of the purchase and sale of the Subject Interest shall occur at the

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principal office of the Star Partner at 12 noon (New York City time) on the 25th business day after delivery of the Sale Notice. At the Sale Closing, the Loeks Partner shall deliver instruments of transfer, in form reasonably satisfactory to the Star Partner and its counsel, evidencing the transfer of the Subject Interest free and clear of all liens, claims, rights of third-parties and other encumbrances, against delivery by the Star Partner of a certified check in the aggregate amount (the “Sale Price”) equal to (a) 3 times the Average Annual Cash Flow plus (b) in the case of any Start-up Theatre Property, 50% of the Cost Basis of the assets of such Start-up Theatre Property plus (c) 50% of Net Partnership Assets minus (d) 50% of Net Partnership Liabilities. The Applicable Date for such purpose shall be the end of the month immediately preceding the date of the Sale Notice.

(b) If, at any time after 10 years from the date hereof, the Loeks Partner receives a bona fide cash offer, in writing, from a responsible third party (the “Third Party Offeror”) which the Loeks Partner wishes to accept for the purchase of the assets of all of the Theatre Properties or all of the Partnership Interests of Loeks and Star, free of all claims, liens, and encumbrances, at a purchase price (the “Bona Fide Offer Price”) in excess of twice the amount of the Sale Price specified in Section 21.3(a) hereof, it shall so notify the Star Partner, setting forth in such notice (the “Third Party Offer Notice”), the name of the Third Party Offeror, a description of its business, ownership and financial status, the Bona Fide Offer Price and all other terms and conditions of the proposed transaction. The Star Partner shall, within 20 days of receipt of the Third Party Offer Notice, notify the Loeks Partner (the “Third Party Exercise Notice”) that it will exercise its option to either (i) purchase the Partnership Interest of the Loeks Partner at a proportion of the Bona Fide Offer Price equal to the Loeks Partner’s Percentage Interest in the Partnership and in accordance with the other terms and conditions set forth in the Third Party Offer Notice or (ii) sell all of the assets of all of the Theatre Properties or all of the Partnership Interests of Loeks and Star to the Third Party Offeror at the Bona Fide Offer Price and on the same terms and conditions as the Bona Fide Offer. If the Star Partner elects the option under clause (ii) above, the Loeks Partner may not sell or Transfer its beneficial interest in the Partnership pursuant to this paragraph unless the Third Party Offeror agrees to concurrently purchase the Partnership Interest of the Star Partner, pursuant to this Section 21.3(b).

(c) If the Star Partner elects the option under clause (b)(i) above, the closing of the purchase and sale of the Loeks Partner’s Partnership Interest shall occur at the principal office of the Star Partner at 12 noon (New York City time) on the 25th business day after delivery of the Third Party Exercise Notice At such closing, the Loeks Partner

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shall deliver instruments of transfer, in form reasonably satisfactory to the Star Partner and its counsel, evidencing the transfer of the Subject Interest, free and clear of all liens, claims, mortgages, rights of third parties and other encumbrances, against delivery by the Star Partner of a certified check in the aggregate amount equal to the proportion of the Bona Fide Offer Price equal to the Loeks Partner’s Percentage Interest in the Partnership.

(d) If the Star Partner elects the option under clause (b)(ii) above, the closing of the purchase and sale shall occur at the principal office of the Star Partner at 12 noon (New York time) on no later than the 60th business day after delivery of the Third Party Exercise Notice. At such closing, the Loeks Partner and the Star Partner shall deliver instruments of transfer, evidencing the transfer of the respective Partnership Interests’ or assets of the Theatre Properties, as the case may be, free and clear of all liens, claims, mortgages, rights of third parties and other encumbrances, against delivery by the Third Party Offeror of a certified check to each of the Loeks Partner and the Star Partner in the aggregate amount equal to the Bona Fide Offer Price.

(e) If, between 5 and 10 years from the date hereof the Loeks Partner receives a bona fide cash offer, in writing, from a responsible third party which the Loeks Partner wishes to accept for the purchase of its Partnership Interest (the “Subject Interest”), it shall so notify the Star Partner, setting forth in such notice (the “Loeks Sale Notice”) the name of such purchaser and a description of its business, ownership and financial status. The Star Partner shall, within 45 days of receipt of the Loeks Sale Notice, notify the Loeks Partner that it will exercise its option to either (i) purchase the Partnership Interest of the Loeks Partner at the purchase price set forth in Section 21.3(f) hereof or (ii) take no action with respect to the proposed transaction. If the Star Partner does not respond within such 45-day period, it will be deemed to have elected the option under clause (ii) above. If the Star Partner elects or is deemed to elect the option under clause (ii) above, and the Loeks Partner’s Partnership Interest is sold pursuant to this Section 21.3(e), upon such sale the purchaser shall agree to be bound by, and shall be entitled to the benefit of, all of the provisions of this Partnership Agreement applicable to the Loeks Partner (other than the right to act as Operating Agent), including without limitation, the restrictions on transfer contained in this Article 21. In addition, the Star Partner shall have the option, exercisable within 90 days after the closing of such sale, to assume the duties and responsibilities and succeed to the rights of the Operating Agent. In the event of a sale of the Loeks Partner’s Partnership Interest pursuant to this Section 21.3(e), James

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Loeks and Barrie Loeks shall be released from the personal service obligations provided in Section 16.5 above.

(f) The closing (the “Intent to Sell Closing”) of the purchase and sale of the Subject Interest to the Star Partner pursuant to Section 21.3(e)(i) hereof shall occur at the principal office of the Star Partner at 12 noon (New York City time) on the 25th business day after delivery of the Intent to Sell Exercise Notice. At the Intent to Sell Closing, the Loeks Partner shall deliver instruments of transfer, in form reasonably satisfactory to the Star Partner and its counsel, evidencing the transfer of the Subject Interest free and clear of all liens, claims, rights of third-parties and other encumbrances, against delivery by the Star Partner of a certified check in the aggregate amount (the “Intent to Sell Exercise Price”) equal to (a) 2-1/2 times the Average Annual Cash Flow plus (b) in the case of any Start-up Theatre Property, 50% of the Cost Basis of the assets of such Start-up Theatre Property plus (c) 50% of Net Partnership Assets minus (d) 50% of Net Partnership Liabilities. The Appropriate Date for such purpose shall be the end of the month immediately preceding the date of the Intent to Sell Exercise Notice.

21.4. Sale of Star by CPE. (a) If, at any time, CPE or Star receives an offer which it wishes to accept for the purchase of its Partnership Interest, it shall so notify the Loeks Partner, setting forth in such notice (the “Star Sale Notice”) the name of such purchaser (the “Star Transferee”) and a description of its business, ownership and financial status. The Loeks Partner shall, within 90 days of receipt of the Star Sale Notice, notify the Star Partner (the “Loeks Exercise Notice”) that it will exercise its option to (i) sell its Partnership Interest to the Star Partner, (ii) in the event the Star Transferee (A) does not, at the time of such sale, operate and manage at least 50 motion picture exhibition screens or (B) does not, in the reasonable good faith judgment of the Loeks Partner, have the ability and experience to book the Theatre Properties as First-Class Theatres in accordance with the Booking Management Standards or (C) does not, in the reasonable good faith judgment of the Loeks Partner, have the financial ability to fulfill Star’s obligations hereunder, purchase the Star Partner’s Partnership Interest, (iii) under the circumstances of clause (ii) above, assume the duties and responsibilities of the Booking Agent, or (iv) take no action with respect to the proposed transaction. If the Loeks Partner does not respond within such 90-day period, it will be deemed to have elected the option under clause (iv) above.

(b) If the Loeks Partner elects the option under clause (a)(i) above, the closing of the purchase and sale of the Loeks Partner’s Partnership Interest shall occur at the principal office of the Star Partner at 12 noon (New York City

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time) on the 25th business day after delivery of the Loeks Exercise Notice. At such closing, the Loeks Partner shall deliver instruments of transfer, in form reasonably satisfactory to the Star Partner and its counsel, evidencing the transfer of the Subject Interest, free and clear of all liens, claims, rights of third parties and other encumbrances, against delivery by the Star Partner of a certified check in the aggregate amount equal to (a) 4 times the Average Annual Cash Flow plus (b) in the case of any Start-up Theatre Property, 50% of the Cost Basis of the assets of such Start-up Theatre Property plus (c) 50% of Net Partnership Assets minus (b) 50% of Net Partnership Liabilities. The Applicable Date for such purpose shall be the end of the month immediately preceding the date of the Loeks Exercise Notice.

(c) If the Loeks Partner elects the option under clause (a)(ii) above, the closing of the purchase and sale of the Star Partner’s Partnership Interest shall occur at the principal office of Star at 12 noon (New York time) on the 25th business day after delivery of the Loeks Exercise Notice. At such closing, Star shall deliver instruments of transfer in form reasonably satisfactory to the Loeks Partner and its counsel, evidencing the transfer of the respective Partnership Interests, free and clear of all liens, claims, rights of third parties and other encumbrances, against delivery by the Loeks Partner of a certified check to Star in the aggregate amount equal to (a) 2-1/2 times the Average Annual Cash Flow plus (b) in the case of any Start-up Theatre Property, 50% of the Cost Basis of the assets of such Start-up Theatre Property plus (c) 50% of Net Partnership Assets minus (d) 50% of Net Partnership Liabilities. The Appropriate Date for such purpose shall be the end of the month immediately preceding the date of the Loeks Exercise Notice.

21.5. Exercise Price; Adjustments. Each of the Loss of Service Exercise Price, the Disability Exercise Price, the Sale Price, the Intent to Sell Exercise Price, the Star Sale Exercise Price and the Loeks Purchase Price (any of the foregoing being referred to as the “Exercise Prices”) shall be determined from the books and records of the Partnership as audited (the “Audit”) for the applicable period by the Accountant. If on the date scheduled for any of the closings pursuant to Sections 18.1, 18.2, 21.3 or 21.4 the Audit has not been completed, the purchaser shall estimate in good faith the Exercise Price and pay such estimated amount pending completion of the Audit (the “Audit Completion Date”). Promptly upon final determination of such Exercise Price, the purchaser shall pay any excess amount due, with interest thereon at the Prime Rate in effect from time to time through the date of payment, and the seller shall refund to the purchaser any excess amount it shall have received, with interest thereon at the Prime Rate in effect through the date of payment.

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21.6. Transfer Agreements. At the closing of any sale of a Partnership Interest pursuant to Section 18.1, 18.2, 21.3 or 21.4; (i) the instrument of transfer required to be delivered by the selling Partner shall contain a surviving representation concerning the absence of liens and encumbrances and shall contain a provision indemnifying and holding the purchasing Partner harmless from any loss, cost or expense (including reasonable attorneys’ fees) it may incur by reason of any breach of such representation; and (ii) the selling Partner shall pay all transfer, stamp or gains Tax and any similar taxes due in connection with the conveyance of its Partnership Interest to the purchasing Partner.

21.7. Constructive Termination. (a) If a Partner (the “Transferring Partner”) Transfers its Partnership Interest as permitted by Section 21.2 or to a third party pursuant to Section 21.3 or 21.4 and such Transfer results in the termination (or a Partner or Loeks or CPE directly or indirectly enters into another transaction not defined as or deemed to be a Transfer under Section 18.1 which results in the termination (such other transaction being deemed a Transfer for purposes of this Section 21.7)) of the Partnership for Federal income Tax purposes pursuant to Section 708(b)(1)(B) of the Code (a “Constructive Termination”) (Loeks and Star acknowledging that any Transfer permitted by clause (i) of Section 21.2 and any transfer to a third party pursuant to Section 21.3 or 21.4, would result in a Constructive Termination based on Section 708(b)(1)(B) of the Code as in effect on the date hereof as construed under applicable regulations and other judicial authority in effect on the date hereof), the Transferring Partner shall indemnify the other Partner (the “Continuing Partner”) as provided in Section 21.7(b) hereof.

(b) Unless the Partners otherwise agree, the amount of the indemnification payment (the “Termination Settlement”) shall be the present value (as of the date of Transfer and computed with reference to the Prime Rate in effect on the date of Transfer (the “Interest Rate”)) of the net increase in the Continuing Partner’s Taxes (taking into account any offsetting reduction in the Continuing Partner’s Taxes) resulting at any time from the Constructive Termination and the receipt of the Termination Settlement. In determining such Tax increases and reductions, it shall be assumed that (A) no Tax legislation will be enacted after the Settlement Notice (as defined below) has been delivered (“Delivery”); (B) for the Taxable years of the Continuing Partner in or after which Delivery occurs, the Continuing Partner, will be a taxpayer subject to Federal income Tax at the maximum rate applicable to corporations; (C) there will not be any income Tax consequences resulting from the sale or exchange of Partnership property or the Continuing Partner’s Partnership

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Interest after Delivery; and (D) all other facts and circumstances (for example, the percentage of income allocable to the various states to which the Continuing Partner pays income Taxes) relevant to the determination of the Taxes of the Continuing Partner for the Taxable year of Delivery and later Taxable years shall be the same as for the Continuing Partner’s Taxable year immediately preceding its Taxable year in which Delivery occurs. The Payment of the Termination Settlement shall be made promptly after its final determination and shall be increased by interest thereon calculated at the Interest Rate from the date of the Constructive Termination to the date of payment.

21.8. Effective Date of Transfers. For financial and Tax reporting purposes, every sale, assignment or other Transfer (as distinguished from the original issuance) of any Partnership Interest or portion thereof shall be deemed to have occurred, and shall have no prior effect, as of the close of business on the day on which such event shall have in fact occurred.

21.9. Conditions Applicable to All Transfers. (a) Compliance With Laws, etc. Notwithstanding anything to the contrary contained in this Agreement, the Transfer of any Partnership Interest made pursuant to Sections 18.1, 18.2, 21.2, 21.3 or 21.4 shall be made in full compliance with (i) all applicable statutes, laws, ordinances, rules and regulations of all federal, state and local governmental bodies,, agencies and subdivisions having jurisdiction over the Partnership and the Theatre Properties, and (ii) the Key Documents affecting the Theatre Properties, so that the operation of the Theatre Properties can continue without interruption and without violation of any applicable law or any of such instruments. In the event that any filing, application, approval or consent is required in connection with any such sale, assignment or transfer, the Transferring Partner shall promptly make such filing or application or obtain such approval or consent, at its sole expense, and shall reimburse the other Partner for any costs or expenses (including attorneys’ fees) incurred by such Partner in connection with any filing, application, approval or consent. If, pursuant to any such requirement, a closing is required to be postponed, such closing shall be postponed until such requirement can be fulfilled and the Partners shall use their best efforts to cause such requirement to be fulfilled as promptly as possible or practicable.

(b) Instruments of Transfer. Notwithstanding anything to the contrary contained in this Agreement, no Transfer of any Partnership Interest (excluding, for purposes of this Section 21.9(b) an Upper Tier Transfer) shall be binding upon the other Partner or the Partnership unless and

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until (i) true copies of the instruments of Transfer executed and delivered pursuant to or in connection with such transfer shall have been delivered to such other Partner and the Partnership, (ii) the transferee shall have delivered to such other Partner and the Partnership an executed and acknowledged assumption agreement, which shall be in form and substance satisfactory to the other Partner, pursuant to which the transferee assumes from and after the date of the transfer all the obligations of the transferor hereunder, whether theretofore accrued or thereafter accruing, and agrees to be bound by all the provisions of this Agreement applicable to the Transferor, and (iii) the transferee shall have executed, acknowledged and delivered any instruments required under the Partnership Act to effect such transfer and its admission to the Partnership, and (iv) shall have designated an address for delivery of notices. The transferor shall continue to remain jointly and severally liable with its transferees for all obligations (accrued as of or accruing after the date of transfer) of the transferor under this Agreement notwithstanding any transfer pursuant to Section 18.1, 18.2, 21.2, 21.3 or 21.4. In connection with any Transfer permitted under Section 21.2, 21.3 or 21.4, each Partner hereby consents to the withdrawal of the transferor Partner as a Partner and the admission of the transferee Partner as a Partner with the rights of the transferor Partner hereunder, including, without limitation, rights with respect to management and distributions, except the transferor Partner shall lose the right to serve as the Operating Agent or Booking Agent (and the other Partner shall succeed to the position of the Operating Agent or Booking Agent, as the case may be) unless the other Partner shall otherwise agree.

(c) Transferees by Operation of Law. If, notwithstanding the provisions of Section 21.1, any Person acquires all or any part of a Partnership Interest or a direct or indirect ownership or controlling interest in a Partner in violation of this Article 21 by operation of law or judicial proceeding, the holder(s) of the affected interest shall have no right, directly or indirectly, to take action under this Agreement, and the Partner whose interest was affected shall be deemed to be in default under Article 23.

ARTICLE 22

WITHDRAWAL OF A PARTNER

22.1. No Withdrawal. No Partner shall withdraw from the Partnership, except in connection with a Transfer of its Partnership Interest in accordance with Section 18.1, 18.2, 18.3, 21.2, 21.3 or 21.4.

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22.2. Events of Withdrawal. If a Partner withdraws from the Partnership in contravention of Section 22.1 (any such withdrawal an “Event of Withdrawal”), such Partner shall be deemed “a Withdrawn Partner.”

22.3. Effect of Partner Becoming a Withdrawn Partner. If a Partner becomes a Withdrawn Partner, the following shall apply: (a) the business of the Partnership may, at the option of the remaining Partner, be dissolved in accordance with Section 24.1; (b) the Withdrawn Partner shall cease to have any rights either as Booking Agent or Operating Agent and all such rights shall be assumed by the remaining Partner; and (c) at the option of the remaining Partner to be exercised within 90 days after the occurrence of the Event of Withdrawal, the successor, if any, of the Withdrawn Partner shall be admitted as a successor Partner, except that such successor Partner shall have no right to participate in Partnership decisions or management and shall have only such rights in respect of management as are those of a limited partner under the Michigan Uniform Limited Partnership Act.

ARTICLE 23

DEFAULT

23.1. Events of Default. The following events each shall be events of default (an “Event of Default”):

(a) Any Partner fails to make any contribution or payment which it is required to make under this Agreement or the Partnership Note when due, and such failure continues for teen business days after demand therefor by any other Partner;

(b) Any Partner defaults in the observance or performance of any material term, covenant or condition of this Agreement, other than a default in making a contribution or payment, and such default continues for forty (40) business days after such Partner receives written notice thereof from the other Partner; or

(c) Any Partner Transfers all or part of its interest in the Partnership in violation of Article 21 or withdraws from the Partnership in contravention of Section 22.1.

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23.2. Remedies. If any Partner is in default hereunder (whichever Partner is, or is deemed to be, in default is hereinafter referred to as the “Defaulting Partner” and whichever is not, or is not deemed to be, in default is hereinafter referred to as the “Non-Defaulting Partner”) any Non-Defaulting Partner may on behalf of the Partnership and on its own behalf exercise either of the following remedies:

(a) institute suit in any court of competent jurisdiction to obtain (x) specific performance of the obligations of the Defaulting Partner under this Agreement, (y) reimbursement for all costs of court and reasonable attorneys’ fees thereby incurred and (z) damages, if any, resulting to the Partnership or the Non-Defaulting Partner from such default by the Defaulting Partner, plus interest thereon at the Prime Rate + 4% (the “Default Rate”) from the date incurred until the date paid; or (b) cure the default, in which case the Defaulting Partner shall pay to the Partnership, on demand, the cost of such cure together with interest thereon at the Default Rate from the date incurred until the date paid. The right of the Partnership and the Non-Defaulting Partner to proceed against the Defaulting Partner under this Section 19.2 shall be in addition to all other rights and remedies of the Partnership and the Non-Defaulting Partner against the Defaulting Partner, either at law or in equity or under this Agreement, including, without limitation, upon a default of the Operating Agent, the right of the Booking Agent to assume the duties and responsibilities and be entitled to the rights of the Operating Agent until such default shall be cured and, upon a default of the Booking Agent, the right of the Operating Agent to assume the duties and responsibilities and be entitled to the rights of the Booking Agent until such default shall be cured.

ARTICLE 24

DISSOLUTION AND LIQUIDATION

24.1. Events of Dissolution. The Partnership shall be dissolved upon the earliest to occur of the following: (a) the expiration of the term of the Partnership; (b) the mutual consent of the Partners; (c) the occurrence of an Event of Withdrawal with respect to all of the Partners of the Partnership or with respect to any Partner unless the remaining Partner(s) elects to continue the business of the Partnership; (d) the sale, taking in condemnation or by eminent domain or other disposition of all or substantially all of the Partnership’s assets; (e) the occurrence of a final order to sell the Theatre Properties by any court or government agency; or (f) any other termination of the Partnership in accordance with the provisions of this Agreement.

24.2. Liquidation. If the Partnership is dissolved (and its business is not continued), the Partners shall immediately file any notice, publish any advertisements or take any other action required under applicable law to effect such dissolution, commence to wind up the affairs of the Partnership and liquidate the assets of the Partnership by converting the same to cash, and shall apply and distribute the proceeds of such liquidation in the following order of priority:

(a) to the payment of all Taxes, debts and other obligations and. liabilities of the Partnership and the necessary expenses of liquidation; provided, however, that all debts, obligations and other liabilities of the Partnership as to which personal liability exists with respect to any Partner shall be satisfied, or a reserve shall be established therefor, prior to the satisfaction of any debt, obligation or other liability of the Partnership as to which no such personal liability exists; and provided, further, that where a contingent debt, obligation or liability exists, a reserve, in such amount as the Partners jointly deem reasonable and appropriate, shall be established to satisfy such contingent debt, obligation or liability, which reserve shall be distributed as provided in this Section 21.2 only upon the termination of such contingency; and

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(b) the balance, if any, to the Partners in accordance with the positive balances of their Capital Accounts (determined after allocating all income or loss arising in connection with the liquidation); it being the intention of the Partners that they share equally in the liquidation distributions (subject only to a preference in the Loeks Partner to the extent of the then unpaid balance, if any, of the Partnership Note).

24.3. Period of Liquidation. A reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Partners to preserve the value of the assets of the Partnership being liquidated and to minimize losses.

24.4. Statement of Liquidation. Both Partners shall be furnished with a statement prepared by, or under the supervision of, both Partners and the Accountant, which statement shall set forth the assets and liabilities of the Partnership as of the date of complete liquidation. Upon dissolution and liquidation of the Partnership, the Partners shall execute, acknowledge and cause to be filed any notice or certificate required by law to reflect the dissolution and liquidation of the Partnership.

24.5. Restoration of Capital Account Deficit. (a) If any Partner has a deficit balance in his Capital Account following the liquidation of the Partnership (or the liquidation of its interest in the Partnership), as determined after taking into account all Capital Account adjustments for the Partnership Taxable year during which such liquidation occurs (other than those made pursuant to this Section 24.5), such Partner shall be unconditionally obligated to restore the amount of such deficit balance to the Partnership by the end of such Taxable year (or, if later, within 90 days after the date of such liquidation), which amount shall, upon liquidation of

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the Partnership, be applied in the manner determined under Section 24.2.

(b) The outstanding principal balance of any promissory note of which a Partner is the maker, including the Partnership Note, contributed to the Partnership by such Partner (other than a promissory note that is readily tradable on an established securities market), shall be treated as in satisfaction of such Partner’s obligation under Section 24.5(a), provided that such note is satisfied or is required to be satisfied at a time no later than 30 days after the date of such liquidation).

ARTICLE 25

INDEMNITY

25.1. Loeks Indemnity. In addition to all other indemnifications provided for in this Agreement, the Loeks Partner hereby covenants and agrees to indemnify and to hold harmless Star and its affiliates, and their respective officers, directors and agents (collectively, “Star Indemnified Party”) and the Partnership from and against all claims, losses, liabilities, damages (including repairs and replacement costs), fines, penalties, costs and expenses (including, without limitation, interest which may be imposed in connection therewith, expenses of investigation, reasonable fees and disbursements of counsel and other experts, as the case may be) (collectively “Losses”) sustained or incurred by the Star Indemnified Party or the Partnership but only to the extent that such Losses, in the aggregate, exceed $100,000, and limited, in any event, to the Loeks Partner’s contribution to the capital of the Partnership, as follows:

(a) All Losses sustained or incurred by any Star Indemnified Party and the Partnership in respect of liabilities or obligations of Loeks or any of its affiliates, including (i) liabilities for Taxes, for any period ending on or prior to the Closing, (ii) liabilities or obligations arising by reason of any liens (other than Permitted Encumbrances or other liens disclosed in writing to Star prior to Closing) against any Contributed Assets on the Closing or resulting from events, operations or facts occurring prior to the Closing, whether or not such liens are known, unknown, contingent or asserted as of the Closing, and (iii) liabilities or obligations arising out of facts, activities, omissions or circumstances existing on or prior to, or involving periods up to and including, the Closing, whether known, unknown, contingent or asserted as of the Closing, except for such liabilities and obligations which are disclosed to Star in writing prior to Closing or are expressly assumed in writing by the Partnership hereunder.

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(b) All Losses sustained or incurred by any Star Indemnified Party and the Partnership resulting from any misrepresentation, breach of representation or warranty, or non-fulfillment of any agreement or covenant on the part of Loeks under this Agreement, the Transfer Documents, or any exhibit, certificate or other instrument furnished or to be furnished by Loeks hereunder.

(c) All Losses sustained or incurred by any Star Indemnified Party and the Partnership, arising out of any claim made by creditors of Loeks or any Affiliate under or as a result of noncompliance by any reason with the provisions of any applicable bulk transfer law or similar statute, rule or regulation, or any claims made by any person or entity, including any Taxing authority, as a result of the liquidation (or deemed liquidation) of Loeks or any Affiliate.

(d) All Losses sustained or incurred by any Star Indemnified Party and the Partnership, relating to assets, operations or omissions occurring on or before the Closing and arising out of or relating to the operation or maintenance on or before the Closing of the Plans (whether known or asserted before or after the Closing), including, but not limited to, any and all liabilities (i) arising out of or relating to the termination of any of the Plans, including liabilities for Taxes resulting therefrom, and (ii) to former or current employees or officers of any Theatre Corporation, or their beneficiaries with respect to any benefits incurred or liability incurred on or before the Closing for such employees’ or officers’ service with Loeks or any of its affiliates, irrespective of whether any of such employees or officers continue to be employed by or become employees or officers of Star or the Partnership on or after the Closing.

(e) All Losses sustained or incurred by any Star Indemnified Party and the Partnership, in connection with any action, suit, proceeding, investigation, demand, assessment, audit or judgment incident to any of the matters such Indemnified Party is indemnified against pursuant to this Agreement.

25.2. Star Indemnity. In addition to all other indemnifications by Star provided for in this Agreement, Star agrees to indemnify and to hold the Loeks Partner and their affiliates, and their respective officers, directors and agents (collectively, “Loeks Indemnified Party”) and the Partnership from and against all claims, losses, liabilities, damages (including repairs and replacement costs), fines, penalties, costs and expenses (including, without limitation, interest which may be imposed in connection therewith, expenses of investigation, reasonable fees and disbursements of counsel and other experts, as the case may be) (collectively “Losses”)

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sustained or incurred by the Loeks Indemnified Party or the Partnership, but only to the extent that such Losses, in the aggregate, exceed $100,000, and limited, in any event, to one-half of the Star Partner’s contribution to the capital of the Partnership as follows:

(a) All Losses sustained or incurred by any Loeks Indemnified Party and the Partnership arising by reason of Star’s failure to perform and discharge the obligations and liabilities assumed by it hereunder.

(b) All Losses sustained or incurred by any Loeks Indemnified Party and the Partnership resulting from any misrepresentation, breach of representation or warranty, or nonfulfillment of any agreement or covenant on the part of the Star Partner under this Agreement, the Transfer Documents or in any exhibit, certificate or other instrument furnished or to be furnished by the Star Partner hereunder.

(c) All Losses sustained or incurred by any Loeks Indemnified Party and the Partnership in connection with any action, suit, proceeding, investigation, demand, assessment, audit or judgment incident to any of the matters against which the Loeks Partner is indemnified by the Star Partner in this Agreement.

25.3. Procedure for Indemnification. Any party making a claim for indemnification hereunder (an “Indemnitee”) shall notify the indemnifying party (an “Indemnitor”) of the claim in writing, describing the claim, the amount thereof, and the basis therefor, promptly after the Indemnitee learns of the existence of the claim, provided that the failure to so notify an Indemnitor shall not relieve the Indemnitor of its obligations hereunder except to the extent such failure shall have harmed the Indemnitor. The Indemnitor shall respond to each such claim within thirty (30) days of receipt of such notice, provided that the failure to so respond within such time period shall not constitute an admission of liability for the claim or claims to which the notice related. Unless necessary to minimize or mitigate continuing losses, no action shall be taken pursuant to the provisions of the Agreement or otherwise by the Indemnitee until the later of (x) the expiration of the 30-day response period or (y) 30 days following the receipt of a response within such 30-day period by the Indemnitee requesting an opportunity to cure the matter giving rise to indemnification (and, in such event, the amount of such claim for indemnification shall be reduced to the extent so cured). No response from the Indemnitor shall preclude the Indemnitee from taking such action under this Agreement or otherwise to obtain such indemnification as the Indemnitee shall be entitled, except to the extent a right to cure is requested and the cure has been performed within the

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30-day cure period by or on behalf of the Indemnitor; in case any legal or governmental proceeding is brought against any Indemnitee, the Indemnitor shall be entitled to participate in (and at the option of the Indemnitor shall assume) the defense thereof, by written notice to the Indemnitee within 30 days after receipt of notice of the claim for Indemnification, with counsel reasonably satisfactory to the Indemnitee, and at the Indemnitor’s own expense; if the Indemnitor shall assume the defense of any such claim as provided above, it shall not settle the same except on terms reasonably acceptable to the Indemnitee. An Indemnitee shall not settle any Indemnified claim for which, and to the extent, it will seek indemnification from Indemnitors hereunder, without the consent of the Indemnitor, which shall not unreasonably be withheld; Indemnified expenses include the reasonable legal fees and expenses of the Indemnitee except to the extent that such fees and expenses are incurred after the date and during the time that the Indemnitor has assumed the defense of any such claim in accordance with the provisions of this Section. However, notwithstanding the assumption by an Indemnitor of the defense of any claim at the request of an Indemnitee as provided in this Section, the Indemnitee shall be permitted to join in such defense and to employ counsel at its own expense, except that the Indemnitor shall bear the reasonable fees and disbursements of separate counsel of the Indemnitee if (a) in the reasonable judgment of the Indemnitee, the engagement of the Indemnitor’s counsel would represent a conflict of interest or (b) the Indemnitor shall fail vigorously to prosecute or defend, as the case may be, such claim.

25.4. Limitation on Claims. No claim for indemnification shall be made based on any fact or circumstance existing at the Closing nor for breach of any representation or warranty contained in Exhibit B or Exhibit C hereto made at the Closing unless asserted in writing within one year after the Closing, except that the time period in which to make claims for Taxes shall extend until the expiration of the applicable statute of limitations. The indemnification provisions of this Article 25 relate only to the actions of the Partners in connection with the formation of the Partnership and the representations, warranties and covenants of the Partners in their individual capacities with respect to the Contributed Assets. The obligations and responsibilities of the Partners as partners in this Partnership and as Operating Agent and Booking Agent, respectively, shall be as provided in this Agreement and by law.

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ARTICLE 26

NOTICES

Any notice or other communication that is required or permitted to be given under the terms of this Agreement (each a “Notice”) shall be in writing and shall be deemed to have been duly given (a) upon being deposited in the mail, postage prepaid for registered or certified mail, return receipt requested, or (b) when personally delivered, or (c) when sent by overnight courier, or (d) given by telecopier or telex with a copy either personally delivered the next day or sent by overnight courier the same day, in each case, to the parties hereto at the following addresses or at such other address and/or such additional parties in the United States of America as any party hereto shall hereafter specify by notice given and received in the manner provided in this Article 23.

If to Star:

Star Theatres of Michigan, Inc.

c/o Columbia Pictures Entertainment, Inc.

711 Fifth Avenue

New York, New York 10022

Attention: General Counsel

With a copy to:

Columbia Pictures Entertainment, Inc.

711 Fifth Avenue

New York, New York 10022

Attention: General Counsel

If to Loeks:

Loeks Michigan Theatres, Inc.

1400 28th Street S.W.

Wyoming, Michigan 49509

Attention: Barrie Lawson Loeks

With a copy to:

Charles E. McCallum, Esq.

Warner, Norcross & Judd

900 Old Kent Building

Grand Rapids, Michigan 49503

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A Notice shall be deemed to have been duly received (and the time period in which a response thereto is required shall commence) (w) if mailed, on the date set forth on the return receipt, or (x) if personally delivered, on the date of such delivery, or (y) if sent by overnight courier, on the date of such delivery, or (z) if given by telecopier or telex, on the date of receipt.

ARTICLE 27

MISCELLANEOUS

27.1 Loeks Consulting Fee. Star shall, at Closing, pay to each of James Loeks and Barrie Loeks the sum of $250,000 for consulting services to be rendered to Star and its Affiliates prior to the Closing and to compensate them for the loss of opportunity resulting from their commitment to provide their services to the Partnership for a five-year period pursuant to Section 16.5 above.

27.2. Amendment. This Agreement may be amended, from time to time, only with the written consent of both Partners.

27.3. No Third-Party Beneficiaries. None of the provisions of this Agreement shall be for the benefit of or enforceable by any third parties, including, without limitation, creditors of the Partnership or of the Partners, provided, however, that the Loeks Partner shall have the right to bring an action for specific performance or damages to enforce the provisions of Section 17.7 hereof.

27.4. No Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or of such or any other covenant, agreement, term or condition. Any Partner, by an instrument in writing may, but shall be under no obligation to, waive any of its rights or any. conditions to its obligations hereunder, or any duty, obligation or covenant of the other Partner, but no waiver shall be effective unless in writing and signed by the Partner making such waiver. No waiver shall affect or alter the remainder of this Agreement but each and every covenant, agreement, term and condition hereof shall continue in full force and effect with respect to any other then existing or subsequent breach.

27.5. Rights and Remedies. The rights and remedies of any of the parties hereunder shall not be mutually exclusive, and the exercise of one or more of the provisions of this Agreement shall not preclude the exercise of any other

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provisions of this Agreement. Each of the parties confirms that damages at law may be an inadequate remedy for a breach or threatened breach of any provision hereof. The respective rights and obligations hereunder shall be enforceable by specific performance, injunction or other suitable remedy, but nothing herein contained is intended to or shall limit or affect any rights of law or by statute or otherwise of any party aggrieved as against the other party for a breach or threatened breach of any provision hereof, it being the intention by this paragraph to make clear the agreement of the parties that the respective rights and obligations of the parties hereunder shall be enforceable in equity as well as at law or otherwise.

27.6. Integration. This Agreement and the License Agreement constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings of the parties in connection therewith. No covenant, representation or condition not expressed in this Agreement or the License Agreement shall affect, or be effective to interpret, change or restrict, the express provisions of this Agreement or the License Agreement.

27.7. Partial Invalidity. If any term or provision of this Agreement or any part of such term or provision the application thereof to any person or circumstance shall be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision or remainder thereof to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

27.8. Governing Law. Except as otherwise specifically provided in this Agreement, the Partnership shall be a general partnership subject to the provisions of the Partnership Act. The Operating Agent shall at Partnership expense cause to be filed for record in the office of the appropriate authorities of the State of Michigan and the place of business of the Partnership, such partnership certificates, amended partnership certificates, fictitious name certificates and all other instruments of whatever nature that are called for or required by the applicable statutes, rules or regulations of the State of Michigan. All matters in connection with the power, authority and rights of the Partners and all matters pertaining to the operation, construction or interpretation of this Agreement (and the guaranty by each of James Loeks and Barrie Loeks with respect to the obligations of Loeks under this Agreement) shall be governed and determined by the laws of the State of Michigan, without giving effect to the principles of conflicts of laws thereof.

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27.9. Counterparts. This Agreement and any amendments hereto may be executed in one or more counterparts, all of which, taken together, shall be deemed to constitute but one Agreement.

27.10. Successors and Assigns. Except as otherwise provided herein, this Agreement shall be binding upon and shall, in the case of assignments permitted by the provisions hereof, inure to the benefit of the parties, their heirs, legal representatives, successors and permitted assigns.

27.11. Disposition of Documents. All documents and records of the Partnership, including, without limitation, all financial records, vouchers, cancelled checks, and bank statements shall be retained by the Partners upon termination of the Partnership. The Partner holding such documents and records shall retain them for a period of at least seven years after the termination of the Partnership and shall make copies thereof available to the other Partners during such period, subject to the provisions of Section 16.5.

27.12. Table of Contents, Article and Section Headings. The Table of Contents attached hereto and Article and Section headings herein are for convenience only, and are not to be used in determining the meaning of this Agreement or any part thereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.

STAR THEATRES OF MICHIGAN, INC.
By:	/s/ Dorian Brown
	Name:	Dorian Brown
	Title:	Vice President and Asst. Secretary
LOEKS MICHIGAN THEATRES, INC.
By:	/s/ Barrie Lawson Loeks
	Name:	Barrie Lawson Loeks
	Title:	President

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EXHIBIT A

9852W

TRADEMARK AND TRADE NAME LICENSE AGREEMENT

AGREEMENT made as of the                      day of                 , 1983 between Loeks Michigan Theatres Inc., a Michigan corporation (“Loeks Licensor”), Star Theatres of Michigan, Inc., a Delaware corporation {“Star Licensor” and together with the Loeks Licensor, the “Licensors”) and Loeks-Star Partners, a general partnership (the “Partnership”).

WHEREAS, Loeks Licensor and its subsidiaries and affiliates have been engaged in the business of, inter alia, motion picture theatrical exhibition (the “Exhibition Business”) under the name, trade and service mark Loeks; and

WHEREAS, Star Licensor and its subsidiaries and affiliates have been engaged in the business of, inter alia, the Exhibition Business under the name, trade and service mark Star; and

WHEREAS, Licensors, pursuant to a written agreement dated as of July     , 1988 (the “Partnership Agreement”) have formed the Partnership, for the purpose of operating and managing Theatre Properties (as defined in the Partnership Agreement); and

WHEREAS, Loeks Licensor has agreed, pursuant to the Partnership Agreement to grant to the Partnership a license to use the name Loeks (the “Loeks Licensed Name”) and the marks shown on the attached Schedule A (the “Loeks Marks”) in connection with said Theatre Properties and the Exhibition Business in the Territory (as defined in the Partnership Agreement) and Star Licensor has agreed, pursuant to the Partnership Agreement, to grant to the Partnership a License to use the name Star (the “Star Licensed Name” and, together with the Loeks Licensed Name, the “Licensed Names”) and the marks shown on the attached Schedule B (the “Star Marks” and, together with the Loeks Marks, the “Marks”) in connection with said Theatre Properties and the Exhibition Business in the Territory.

NOW, THEREFORE, in consideration of the mutual promises herein contained, it is agreed as follows:

1. The Grant.

(a) Subject to the terms and conditions hereafter stated, Loeks Licensor and Star Licensor hereby grant, respectively, to the Partnership the exclusive, royalty-free

license to use the Loeks Licensed Name and Loeks Marks, and the Star Licensed Name and Star Marks in connection with the Theatre Properties and the Exhibition Business, but only in the Territory.

(b) Loeks Licensor makes no warranties concerning the extent of its rights to use the Loeks Licensed Name or the Loeks Marks and the license granted by Loeks Licensor shall include only such rights as are owned or controlled by Loeks Licensor on the date of this Agreement. The parties acknowledge that the Loeks Licensed Name and the Loeks Harks are also used by Jack Loeks Theatres, both inside and outside the Territory, and that this Agreement shall not affect the right of Jack Loeks Theatres, Inc., to use the Loeks Licensed Name or the Loeks Marks.

(c) Star Licensor makes no warranties concerning the extent of its rights to use the Star Licensed Name and the license granted by Star Licensor shall include only such rights as are owned or controlled by Star Licensor on the date of this Agreement.

2. The Term.

The term of the license granted pursuant to Paragraph 1 shall commence as of the date of execution of this Agreement by the parties and shall have a perpetual existence, unless sooner terminated in accordance with Paragraph 4.

3. Reservation of Rights.

The right to use the Loeks Licensed Name and Loeks Marks and the Star Licensed Name and the Star Marks in (a) any business unrelated to the Theatre Properties and the Exhibition Business anywhere in the world, or (b) the Exhibition Business outside the Territory, or (c) the Exhibition Business in the Territory, provided that such activity is permitted under the Partnership Agreement (e.g., in connection with a Restricted Investment) is reserved to Loeks Licensor and Star Licensor, respectively and the exploitation of such rights shall not be deemed to be competition or an interference, in any way, with the rights granted herein.

4. Termination.

(a) This Agreement shall terminate upon either (i) the dissolution of the Partnership or (ii) the Transfer (as defined in the Partnership Agreement) by either of the Licensors of its Partnership interest, except that this Agreement shall not terminate by reason Of a Transfer permitted under Section 21.2 of the Partnership Agreement.

A-2

(b) If this Agreement is terminated pursuant to clause (a)(ii) above the Partnership shall pay all costs (excluding personnel time), expended to effect any name change required on the theatres, marquees, signs, stationery and all other items of the Partnership which bear the Licensed Names and Marks and such expenses shall be taken into account in determining Partnership liabilities.

(c) Upon the termination of this Agreement, the Partnership shall, immediately upon expiration of any grace period required pursuant to any applicable laws, leases or other contracts, completely discontinue its use of the Licensed Names and Marks and shall not thereafter use any name or mark which is confusingly similar to the Licensed Names and Marks. All rights granted hereunder shall revert to the respective Licensor upon termination.

5. Notices.

(a) Any and all notices which are required or which may be served under the provisions of this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or sent by receipted telex or by telefax or three (3) days after being mailed in the United States by first class certified or registered mail, postage prepaid, return receipt requested, to the parties at the following addresses or to such addresses as may from time to time be designated by either of them by notice similarly given in accordance with this Paragraph 5:

(a) If to the Partnership, to:

with a copy to:

(b) If to the Loeks Licensor, to:

with a copy to:

A-3

(c) If to the Star Licensor, to:

Star Theatres of Michigan, Inc.

c/o Columbia Pictures Entertainment, Inc.

711 Fifth Avenue

New York, New York 10022

Attention: Chief Financial Officer

with a copy to:

Seymour Smith, Esq.

c/o Columbia Pictures Entertainment, Inc.

711 Fifth Avenue

New York, New York 10022

10. Miscellaneous.

(a) This Agreement sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof and cannot be modified, amended or changed except by a writing duly executed by the parties hereto.

(b) This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

LOEKS LICENSOR:

LOEKS MICHIGAN THEATRES INC.

By:

STAR LICENSOR:

STAR THEATRES OF MICHIGAN, INC.

By:

THE PARTNERSHIP:

LOEKS-STAR PARTNERS

By:

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EXHIBIT B

9705w

REPRESENTATIONS AND WARRANTIES OF LOEKS

8.1. Good Standing; Power and Authority; Authorization. (a) Loeks is a duly organized, validly existing corporation in good standing under the laws of the jurisdiction of its incorporation. Loeks is duly qualified or licensed to do business in all jurisdictions in which the nature of its business or assets makes such qualifications or licensing necessary, has full power and authority to execute and deliver this Agreement, and has full power and authority to consummate the transactions contemplated hereby and to execute and deliver the documents of transfer and assignment contemplated hereby (collectively, the “Transfer Documents”) and to consummate the transactions contemplated thereby.

(b) Loeks has full power and authority to own, or hold under lease, the property it presently owns or holds under lease (including, without limitation, all Leases identified in Schedule 1.1) and to carry on the business currently conducted by it at the Theatre Properties identified in Schedule 4.1(a) hereto.

(c) Loeks, by appropriate and all necessary corporate action (including, without limitation, the obtaining of all consents or approvals of stockholders required by law or its Articles of Incorporation or By-Laws) has duly authorized the execution and delivery of the Agreement, the Transfer Documents, the consummation of the transactions contemplated hereby, and the performance of all obligations by it to be performed hereunder. This Agreement and each of the Transfer Documents in the case of Loeks, and the Loeks Guaranty, in the case of James Loeks and Barrie Loeks, and the letter of James Loeks and Barrie Loeks in the form required by Section 11.1(f) of the Agreement, when executed and delivered will constitute valid and binding obligations of Loeks and James Loeks and Barrie Loeks, as the case may be, enforceable against each of them in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws and except for the application of equitable remedies.

(d) Loeks has delivered to Star a true and complete copy of its Articles of Incorporation and By-Laws.

8.2. Capitalization. All of the issued and outstanding capital stock of Loeks as of the date hereof is owned of record and beneficially by Barrie Loeks and James Loeks.

8.3. Real Property; Leases. (a) The Leases and any executed leases (the “Undeveloped Leases”) or proposed leases relating to the Loeks Undeveloped Theatre Property consist of the documents identified on Schedule 8.3(a) hereto and no others. Loeks has furnished to Star true and complete copies of the Leases and the Undeveloped Leases, The Leases and the Undeveloped Leases have not been amended or modified except as set forth in the documents identified in Schedule 8.3(a) hereto. Loeks has good title to its leasehold estate in the Theatre Properties and the Loeks Undeveloped Theatre Property, and will transfer good title thereto to the Partnership. pursuant hereto in each case subject to no Encumbrance except as disclosed in Schedule 8.3(a) hereto which shall include easements and restrictions of record which do not interfere with the use of the Theatre Properties or the business conducted thereon (Permitted Encumbrances”).

(b) Loeks or an Affiliate of Loeks is the tenant or lessee (as such term is defined in said Lease or Undeveloped Lease) under each Lease or Undeveloped Lease and no other person, firm or corporation has any interest as tenant or lessee in or to said Lease or Undeveloped Lease or any right to occupancy in any Theatre Property or the Loeks Undeveloped Theatre Property. There are no persons, firms or corporations presently in possession of the Theatre Properties or the Loeks Undeveloped Theatre Property other than Loeks or an Affiliate of Loeks. Except as set forth on Schedule 8.3(b), there are no subleases, licenses, concessions or other agreements permitting any person or entity other than Loeks or its Affiliates to use, occupy or have possession of any Theatre Property or the Loeks Undeveloped Theatre Property or any part thereof.

(c) Loeks’ interest in each Lease and Undeveloped Lease is not in any way encumbered, mortgaged, hypothecated or pledged except for Permitted Encumbrances.

(d) To the knowledge of Loeks, there are no notes or notices of violation of law or local or municipal ordinances or orders, or regulations, presently noted in or issued by federal, state, local or municipal departments having jurisdiction against or affecting any of the Theatre Properties or the Loeks Undeveloped Theatre Property. The current maintenance, operation, use and occupancy of the Theatre Properties and the Loeks Undeveloped Theatre Property do not, to the knowledge of Loeks, violate any building, zoning, health, environmental, fire or similar law, ordinance, order or regulation or the terms and conditions of any of the Leases or Undeveloped Leases.

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(e) Appropriate operating certificates for use of each of the Theatre Properties as a motion picture theatre have been issued by the appropriate public authorities having jurisdiction and are valid and in full force and effect. Loeks or its Affiliates possess and shall have assigned to the Partnership as of the Closing all certificates, approvals, permits and licenses from any governmental authority having jurisdiction over the Theatre Properties which are necessary to permit the lawful use and operation of the Theatre Properties as motion picture theatres (the “Permits”), and all of the same are valid and in full force and effect. To the knowledge of Loeks, there exists no threatened revocation of any such certificates or Permits.

(f) To the knowledge of Loeks, all sign permits, illuminated sign permits, and marquee permits have been issued by the appropriate governmental authority having jurisdiction covering all existing signs and marquees at the Theatre Properties; said permits are, to the knowledge of Loeks, valid and in full force and effect and, to the knowledge of Loeks, there exists no threatened revocation of any of said permits.

(g) To the knowledge of Loeks, neither Loeks nor any of its Affiliates have received any written notice from any insurance carrier of any work required to be performed at a Theatre Property which has not been performed as of the date hereof or of any defects or inadequacies in a Theatre Property which have not been corrected as of the date hereof and which if not corrected could result in termination of insurance coverage or a material increase in the cost thereof.

(h) To the knowledge of Loeks, no portion of the Contributed Assets or the Loeks Undeveloped Theatre Property is subject to or affected by an assessment for public improvements whether or not presently a lien thereon. Loeks knows of no planned or proposed assessment for public improvements affecting any of the Contributed Assets or the Loeks Undeveloped Theatre Property.

(i) Except as set forth in Schedule 8.3(i), no work has been performed or is in progress at and no materials have been furnished to the Contributed Assets or the Loeks Undeveloped Theatre Property or any portion thereof which might, to the knowledge of Loeks, give rise to mechanic’s, materialmen’s or other liens against the Contributed Assets or the Loeks Undeveloped Theatre Property or any portion thereof.

(j) To the knowledge of Loeks, all water, sewer, gas, electricity, telephone and other utilities required for the operation of each of the Theatre Properties are installed and operating and all installation and connection charges have been paid in full. To the knowledge of Loeks, all such utilities enter the Theatre Properties through adjoining public rights of way or recorded private easements.

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(k) Neither Loeks nor any of its affiliates have received or have knowledge of any notification from the Department of Building and Safety, Health Department, or such other city, county, state or federal authority having jurisdiction requiring any work to be done on or to any of the Theatre Properties or the Loeks Undeveloped Theatre Property.

(1) None of the Theatre Properties or the Loeks Undeveloped Theatre Property are, to the knowledge of Loeks, in violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene, environmental conditions, hazardous waste, hazardous substances or toxic materials on, under or about any of the Theatre Properties or the Loeks Undeveloped Theatre Property, including, without limitation, soil and groundwater conditions. Neither Loeks nor any of its affiliates have, to Loeks knowledge, used, manufactured, stored or disposed of, on, under or about any of the Theatre Properties or the Loeks Undeveloped Theatre Property or transported to or from any of the Theatre Properties or the Loeks Undeveloped Theatre Property any radioactive materials or hazardous wastes or other similar materials or substances. Notwithstanding the foregoing, no representation is made with respect to the presence of asbestos or asbestos-containing materials in the Theatre Properties or the Loeks Undeveloped Theatre Property except that Loeks represents that, to the knowledge of Loeks, Loeks is not required pursuant to any order or ruling to abate asbestos by removal, encapsulation or otherwise in any Theatre Property or the Loeks Undeveloped Theatre Property and no proceedings with respect to the abatement of asbestos by removal, encapsulation or otherwise in any Theatre Property or the Loeks Undeveloped Theatre Property are pending or, to the knowledge of Loeks, threatened.

(m) None of the Theatre Properties or the Loeks Undeveloped Theatre Property are subject to any pending condemnation or eminent domain proceeding and, to the knowledge of Loeks, no such proceeding with respect to any of the Theatre Properties or the Loeks Undeveloped Theatre Property is threatened or proposed. Loeks has no knowledge of any action pending or threatened to change the zoning or building ordinances affecting any of the Theatre Properties or the Loeks Undeveloped Theatre Property.

8.4. Operating Assets. (a) Loeks or an Affiliate of Loeks has (i) in the case of personal property owned by it, valid title and (ii) in the case of personal property leased by it, valid and enforceable leasehold interest, to all of the Contributed Assets which constitute personal property used, or held for use in, or in connection with the Theatre Properties subject to no Encumbrance other than Permitted Encumbrances. No financing statement signed by Loeks or an Affiliate of Loeks under the Uniform Commercial Code has been filed in any

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jurisdiction except as set forth in Schedule 8.4. (a) hereto, and, except for unfiled copies of filed financing statements, Loeks or an Affiliate of Loeks, to Loeks’ knowledge, has not signed any such financing statement or any security agreement authorizing any secured party thereunder to file any such financing statement. Loeks does not operate under any trade or business name other than Loeks Lincoln Park Theatres, Inc., Loeks Winchester Theatres, Inc., Lincoln Park 8 or Winchester Mall Cinemas. Each Theatre Property and each of the items of the Contributed Assets used or held for use in, or in connection with, each Theatre Property are, to the knowledge of Loeks, in good operating condition, subject to normal wear and tear, and are fit for the use for which they are intended and to which they are presently devoted. Each Theatre Property, together with the related Contributed Assets located therein, constitutes a fully operable motion picture theatre and is sufficient to permit the Partnership to operate the business as currently being conducted therein. Since January 1, 1988, neither Loeks nor any of its Affiliates have sold, removed or transferred any equipment, furnishings or fixtures from any Theatre Property which if not sold, removed or transferred would have constituted a Contributed Asset, except (i) in the ordinary course of business and all such sold or removed equipment, furnishings or fixtures have been replaced with equipment or property of a quality at least in all material respects equal to that which has been sold, removed or transferred and (ii) in the case of equipment, furnishings or fixtures which Loeks or an Affiliate has determined in its reasonable business judgment is obsolete, not necessary or inappropriate for the operation of the Theatre Properties consistent with past practice.

(b) The items of the spare parts inventory are, to the knowledge of Loeks, in good operating condition and are fit for the uses for which they are intended.

(c) Set forth on Schedule 8.4(c) is a list of all insurance policies held by Loeks insuring any of the Contributed Assets and a list of all the insurers under each of those policies. True and complete copies of such policies have heretofore been delivered to Star.

8.5. No Default Under Leases. Each of the Leases and Undeveloped Leases is valid and subsisting, in full force and effect and binding in accordance with its terms. Except as set forth on Schedule 8.5, neither Loeks nor any of its Affiliates is, to the knowledge of Loeks, in material default or breach of any such Lease and Undeveloped Leases,, no written claim of default or breach against Loeks or an Affiliate has been issued and is pending and no event which, with the giving of notice or lapse in time, or both, would constitute a default or breach thereunder by Loeks or its Affiliates has, to the knowledge of Loeks, occurred and is continuing; and, to the knowledge of Loeks, no other party to such Lease or Undeveloped Lease is in

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default or breach thereunder, and, to the knowledge of Loeks, no event has occurred which with notice or the lapse of time would constitute a default by such other party under such Lease or Undeveloped Lease. Except as set forth in Schedule 8.5, Loeks has no knowledge of any dispute with any landlord under any of the Leases or Undeveloped Leases with respect to any term, provision or condition of any thereof. The recording information with respect to each of the Leases or Undeveloped Leases (or memoranda thereof) set forth in Schedule 8.3(a) hereto is true, complete and correct.

8.6. Contracts. Attached hereto as Schedule 8.6 is a true and complete schedule of all contracts, agreements, leases (other than the Leases and Undeveloped Leases), mortgages, notes, bonds, indentures, licenses and other obligations, oral or written, express or implied, involving the payment of more than $10,000 to which Loeks or any of its Affiliates is party, which relate to any or all of the Contributed Assets or the Loeks Undeveloped Theatre Property and by which Loeks or any of its Affiliate is bound, other than those which are cancellable upon not more than 30 days’ notice without payment or penalty (collectively, the “Contracts”), excluding (i) Contracts which will not be applicable to the Contributed Assets or the Loeks Undeveloped. Theatre Property after the Closing, and (ii) film contracts for the exhibition of films entered into in the ordinary course of business. True and complete copies of all of the Contracts, or, in the case of oral Contracts, true and complete descriptions thereof, have been delivered to Star. The Contracts are valid, existing and in full force and effect and binding in accordance with their respective terms. Neither Loeks nor its Affiliates is, to the knowledge of Loeks, in material default or breach of any Contract, no written claim of default or breach, against Loeks or its Affiliates is pending, and, to the knowledge of Loeks, no event which, with the giving of notice or lapse of time, or both, would constitute a material default or breach under any Contract has occurred and is continuing, and to the knowledge of Loeks, no other party to such Contract is in default or breach thereunder, and no event has occurred with which notice or lapse of time or both would constitute a default by such other party under such Contract. Neither Loeks nor its Affiliates, nor any officer, director or stockholder of, or partner in, Loeks or its Affiliates, nor any affiliate of any such officer, director, stockholder or partner, is a party to any such Contract as lessor, landlord, supplier or in any other capacity except as specifically noted in Schedule 8.6.

8.7. No Default; Consents. The execution and delivery by Loeks of this Agreement and the Transfer Documents, and the consummation of the transactions contemplated hereby and thereby, will not result in the breach or violation of the Articles of Incorporation or By-Laws of Loeks or, except as specified in Schedule 8.7 hereto, a material breach or violation of any of the terms or conditions of, or constitute a

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material default under, or violate, or result in a change in the rights or duties of any party to or under any Contract, to which Loeks or any of its Affiliates is a party, by which any of them is bound or to which any of the Contributed Assets or the Loeks Undeveloped Theatre Property is subject and shall not result in the breach or violation of any of the terms or conditions of, or constitute a default under, or violate, or result in a change of the rights or duties of any party to or under the Leases or Undeveloped Leases. No consent, waiver or approval of any person is required for the execution and delivery by Loeks of this Agreement or the Transfer Documents, or the consummation of any of the transactions contemplated hereby and thereby, except the consents and approvals referred to in Schedule 8.7 hereto.

8.8. Litigation. Except as set forth on Schedule 8.8, neither Loeks nor its Affiliates (i) is engaged in any litigation, governmental or other proceeding or controversy which in any way affects any of the Contributed Assets or the Loeks Undeveloped Theatre Property or the business to which they relate or (ii) at any time during the 12 months immediately preceding the date hereof has not, to the knowledge of Loeks, been threatened with any bona fide litigation, governmental or other proceeding or controversy which if adversely determined could have a material adverse effect on any of the Theatre Properties or the Loeks Undeveloped Theatre Property or the business conducted thereon. There is no basis for any such litigation, proceeding or controversy known to Loeks. Neither Loeks nor any of its Affiliates is, to the knowledge of Loeks, in default with respect to any judgment, order, undertaking, decree, rule or regulation of any court, administrative agency or other governmental authority. The execution and delivery of this Agreement and the Transfer Documents by Loeks and the consummation of the transactions contemplated hereby and thereby will not, to the knowledge of Loeks, result in any material violation of any order, writ, injunction or decree of any court, administrative agency or other governmental body having jurisdiction over any of the Theatre Properties or the Loeks Undeveloped Theatre Property or Loeks and its Affiliates. The continuation of the business conducted at the Theatre Properties or the Loeks Undeveloped Theatre Property is not subject to any order, writ, injunction or decree (including consent decrees) of any court, administrative agency or other governmental body.

8.9. Labor Relations; ERISA. (a) Loeks and its Affiliates have complied to the knowledge of Loeks, in all material respects with all applicable laws, rules and regulations relating to the employment of labor, including those relating to wages, hours, collective bargaining and the payment and withholding of Taxes, which may in any way affect any of the Theatre Properties and the business conducted thereon. Loeks and its Affiliates have withheld all amounts

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required by law or agreement to be withheld from the wages or salaries of its employees employed at any Theatre Property and is not liable for any arrears of wages or any Taxes or penalties for failure to comply with any of the foregoing. There are no controversies, grievances or claims pending or, to the knowledge of Loeks, threatened between Loeks or any of its Affiliates and any of its employees (past or present) or any labor or other collective bargaining unit representing any of such employees. No union or other collective bargaining unit has been certified or recognized by Loeks or its Affiliates as representing any of its employees employed at any Theatre Property. Except as described on Schedule 8.9, neither Loeks nor any of its Affiliates has promulgated any policy or entered into any agreement relating to the payment of severance pay to employees of Loeks or its Affiliates at any Theatre Property, whose employment is terminated or suspended voluntarily or otherwise. The employment of all persons presently employed by Loeks or its Affiliates at each Theatre Property is terminable at will without any penalty or severance obligation of any kind and without any payment or accrual under any “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”), except as specifically disclosed in Schedule 8.9 hereto, and except as limited by laws and regulations prohibiting discrimination in employment practices, or by a judicial finding of the existence of an employment agreement based on oral statements or courses of conduct. Schedule 8.9 contains a true and complete list as of the date set forth on such schedule of the names of all persons presently employed at the Theatre Properties and, in the case of managers, their estimated aggregate annual compensation (including bonus), and in the case of other employees, their current hourly rates of pay. Neither Loeks nor any of its Affiliates has any liability for or in respect of salaries, wages, vacation pay, sick leave, severance, bonuses or other compensation to any current or former employee employed at any Theatre Property except in accordance with the policies set forth in Schedule 8.9.

(b) (1) Except as disclosed in Schedule 8.9 hereto, neither Loeks nor its Affiliates nor any other entity which is included in the group of trades and businesses which constitutes a controlled group (within the meaning of Section 4001(b) of ERISA and/or Section 414(b) and (c) of the Code), of which Loeks or its Affiliates is a member (hereinafter collectively referred to as the “Loeks Group”), sponsors, maintains, contributes to or otherwise has any obligation with respect to any pension, profit sharing, retirement, deferred compensation, stock purchase, stock option, incentive, bonus, vacation, severance, disability, hospitalization, medical insurance, life insurance or any other type of employee benefit plan, program or arrangement (within the meaning of Section 3(3) of ERISA) or any multiemployer plan (within the meaning of Section 3(37) and 4001(a)(3) of ERISA) on behalf of any of the

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current or former officers or employees of Loeks or its Affiliates or their beneficiaries (whether on an active or frozen basis) which is applicable to persons who are expected to be employed by or for his account by the Partnership after the date hereof. Each plan, program or arrangement disclosed in Schedule 8.9 shall be hereinafter individually referred to as a “Plan” and collectively referred to as the “Plans.” Loeks has delivered to Star (i) true and complete copies of all documents embodying the Plans, including, without limitation, with respect to each Plan, all amendments to the Plans, and any trust or other funding arrangement, (ii) the two most recent annual actuarial valuations, if any, prepared for the Plan, (iii) the two most recent annual reports (Series 5500 and all schedules thereto), if any, required under ERISA, and (iv) if the Plan is funded, the most recent annual and periodic accounting of the Plan’s assets.

(2) Except as disclosed in Schedule 8.9, no member of the Loeks Group has established, maintained or made (or has been required to make) contributions on behalf of any of the current or former officers or employees of Loeks or its Affiliates or their beneficiaries (whether on an active or frozen basis) who are expected to be employed by or for the account of the Partnership after the date hereof to any Plan including, but not limited to, (i) any defined benefit plan, within the meaning of Section 3(35) of ERISA or Section 414(j) of the Code (hereinafter referred to as a “Defined Benefit Plan”), (ii) any multi-employer plan, within the meaning of Sections 3(37) and 4001(a)(3) of ERISA (hereinafter referred to as a “Multiemployer Plan”), or (iii) any defined contribution plan, within the meaning of Section 3(34) of ERISA or Section 414(i) of the Code (hereinafter referred to as a “Defined Contribution Plan”).

(3) There is no litigation, arbitration, claim, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect (or any basis therefor known to any member of the Loeks Group or its officers and directors), with respect to any Plan or related trust or with respect to any fiduciary, administrator or sponsor (in its capacity as such) of any such Plan or related trust. To the knowledge of Loeks, no such Plan or related trust is in violation of, or in default with respect to, any law, rule, regulation, order, judgment or decree nor is any member of the Loeks Group, any such Plan, or any related trust required to take any action to avoid such violation or default.

(4) Except as set forth in Schedule 8.9 hereto: (i) Loeks and its Affiliates have to their knowledge made all payments due under or with respect to each Plan set forth in Schedule 8.9, and all amounts properly accrued to date due as liabilities of Loeks and its Affiliates, under or with respect to each Plan, for the current plan years, have been

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recorded on the books of Loeks or its Affiliates; (ii) Loeks and its Affiliates have performed all material obligations required to be performed, and is not in default under, or in violation of, any Plan; and (iii) Loeks and its Affiliates are in compliance in all material respects with the requirements prescribed by all statutes, orders or governmental rules or regulations applicable to each Plan, including, without limitation, ERISA and the Code.

8.10. Compliance with Statutes, etc. Loeks and its Affiliates have, to the knowledge of Loeks, complied in all material respects with all applicable statutes and regulations of the United States of America and of all states, municipalities and agencies of any thereof, the violation of which could have a material adverse effect on the Theatre Properties or the Loeks Undeveloped Theatre Property or the business conducted thereon. The execution and delivery of this Agreement and the Transfer Documents by Loeks and the consummation of the transactions contemplated hereby and thereby will not violate any provision of law or any regulation of any such government or agency.

8.11. Financial Condition. (a) Loeks has delivered to Star true and accurate copies of a statement of Cash Flow for each of the Theatre Properties included in the Contributed Assets for the 52 weeks ended July 31, 1988. Such statement is complete and fairly presents Cash Flow for such period based on Loeks’ books and records and the assumptions set forth therein.

(b) Since the commencement of the 52 week period ended July 31, 1988, except for (i) the introduction or expansion of competing theatres in the greater Detroit, Michigan area, (ii) facts or circumstances affecting the economy as a whole, or (iii) facts or circumstances generally affecting the motion picture exhibition industry, there has been no material adverse change in the business, condition, assets, liabilities, properties, affairs, prospects or operations of any Theatre Property.

(c) Since July 31, 1988, Loeks and its Affiliates have not incurred expenses other than in the ordinary course of business as the business has been previously conducted and have not accelerated the collection of receivables or deferred the payment of any expenses in a manner inconsistent with past practice.

(d) Loeks and its Affiliates are solvent, having assets the fair market of which’ exceed its liabilities, and will not be rendered insolvent by the consummation of the transactions contemplated hereby, and Loeks and its Affiliates are able to and anticipate that they will be able to meet all of their debts as they mature.

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(e) Since July 31, 1988, neither Loeks nor any of its Affiliates has incurred any extraordinary or non-recurring loss or liability or any obligation out of the ordinary course of business; and, to the knowledge of Loeks, the Partnership will not be required by reason of this Agreement to assume or discharge any liabilities of Loeks or its Affiliates except the liabilities and obligations specifically assumed by the Partnership hereunder.

8.12. Taxes. Loeks and its Affiliates have properly and timely filed all Federal, State, county and local Tax returns required to be filed by it on or before the date hereof and has paid all Taxes due thereunder and there is no actual or proposed modification or change asserted or threatened with respect to any of those returns.

8.13. Disclosure. No representation or warranty by Loeks in this Agreement, the Transfer Documents, or in any document or certificate furnished or to be furnished to Star or the Partnership in connection herewith or therewith or the transactions contemplated hereby or thereby contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements made herein or therein not misleading.

8.14. FIRPTA. Neither Loeks nor any of its Affiliates is a “foreign person” (as defined in the Internal Revenue Code of 1986 and the regulations issued thereunder). Loeks has delivered to Star an affidavit (i) stating that none of Loeks or any of its Affiliates is a foreign person, (ii) stating that each of Loeks and its Affiliates is a U.S. corporation, and (iii) setting forth taxpayer identification number of each of Loeks and its Affiliates.

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EXHIBIT C

9705w

REPRESENTATIONS AND WARRANTIES OF STAR

9.1. Corporate Standing. Star is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

9.2. Corporate Power. Star has all necessary corporate power and authority to execute and deliver this Agreement and the Partnership Note and to consummate the transactions contemplated herein. Each of this Agreement and the Partnership Note is the valid and binding obligation of Star enforceable against it in accordance with its terms.

9.3. Real Property; Leases. (a) Any proposed or executed leases (the “Star Undeveloped Leases”) relating to the undeveloped Theatre Properties listed in Schedule 6.1(c) to the Agreement (the “Star Undeveloped Theatre Properties”) consist of the documents identified on Schedule 9.3(a) hereto and no others. Star has furnished to Loeks true and complete copies of the Star Undeveloped Leases. The Star Undeveloped Leases have not been amended or modified except as set forth in the documents identified in Schedule 9.3(a) hereto. Star has good title to its leasehold estate in the Star Undeveloped Theatre Properties, and will transfer good title thereto to the Partnership pursuant hereto in each case subject to no Encumbrance other than Permitted Encumbrances.

(b) Star or an Affiliate of Star is the tenant or lessee (as such term is defined in said Lease or Star Undeveloped Lease) under each Star Undeveloped Lease and no other person, firm or corporation has any interest as tenant or lessee in or to said Star Undeveloped Lease or any right to occupancy in any Star Undeveloped Theatre Property. There are no persons, firms or corporations presently in possession of the Star Undeveloped Theatre Properties other than Star or an Affiliate of Star. Except as set forth on Schedule 9.3(b), there are no subleases, licenses, concessions or other agreements permitting any person or entity other than Star or its Affiliates to use, occupy or have possession of any Star Undeveloped Theatre Property or any part thereof.

(c) Star’s interest in each Star Undeveloped Lease is not in any way encumbered, mortgaged, hypothecated or pledged except for Permitted Encumbrances.

(d) To the knowledge of Star, there are no notes or notices of violation of law or local or municipal ordinances or orders, or regulations, presently noted in or issued by federal, state, local or municipal departments having jurisdiction against or affecting any of the Star Undeveloped Theatre Properties. The current maintenance, operation, use and occupancy of the Star Undeveloped Theatre Properties do not, to the knowledge of Star, violate any building, zoning, health, environmental, fire or similar law, ordinance, order or regulation or the terms and conditions of any of the Star Undeveloped Leases.

(e) No portion of the Star Undeveloped Theatre Properties is subject to or affected by an assessment for public improvements whether or not presently a lien thereon. Star knows of no planned or proposed assessment for public improvements affecting any of the Star Undeveloped Theatre Property.

(f) Except as set forth in Schedule 9.3(f), no work has been performed or is in progress at and no materials have been furnished to the Star Undeveloped Theatre Properties or any portion thereof which might, to the knowledge of Star, give rise to mechanic’s, materialmen’s or other liens against the Star Undeveloped Theatre Properties or any portion thereof.

(g) Neither Star nor any of its affiliates have received or have knowledge of any notification from the Department of Building and Safety, Health Department, or such other city, county, state or federal authority having jurisdiction requiring any work to be done on or to any of the Star Undeveloped Theatre Properties.

(h) Neither of the Star Undeveloped Theatre Properties are, to the knowledge of Star, in violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene, environmental conditions, hazardous waste, hazardous substances or toxic materials on, under or about either of the Star Undeveloped Theatre Properties, including, without limitation, soil and groundwater conditions. Neither Star nor any of its affiliates have, to Star’s knowledge, used, manufactured, stored or disposed of, on, under or about the Star Undeveloped Theatre Properties or transported to or from the Star Undeveloped Theatre Properties any radioactive materials or hazardous wastes or other similar materials or substances. Notwithstanding the foregoing, no representation is made with respect to the presence of asbestos or asbestos-containing materials in the Star Undeveloped

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Theatre Properties except that Star represents that, to the knowledge of Star, Star is not required pursuant to any order or ruling to abate asbestos by removal, encapsulation or otherwise in the Star Undeveloped Theatre Properties and no proceedings with respect to the abatement of asbestos by removal, encapsulation or otherwise in the Star Undeveloped Theatre Properties are pending or, to the knowledge of Star, threatened.

(i) Neither of the Star Undeveloped Theatre Properties are subject to any pending condemnation or eminent domain proceeding and, to the knowledge of Star, no such proceeding with respect to either of the Star Undeveloped Theatre Properties is threatened or proposed. Star has no knowledge of any action pending or threatened to change the zoning or building ordinances affecting the Star Undeveloped Theatre Properties.

9.4. No Default Under Leases. Each of the Star Undeveloped Leases is valid and subsisting, in full force and effect and binding in accordance with its terms. Except as set forth on Schedule 9.4, neither Star nor any of its Affiliates is in material default or breach of any such Star Undeveloped Leases, no written claim of default or breach against Star or an Affiliate has been issued and is pending and no event which, with the giving of notice or lapse in time, or both, would constitute a default or breach thereunder by Star or its Affiliates has, to the knowledge of Star, occurred and is continuing; and, to the knowledge of Star, no other party to such Star Undeveloped Lease is in default or breach thereunder, and, to the knowledge of Star, no event has occurred which with notice or the lapse of time would constitute a default by such other party under such Star Undeveloped Lease. Star has no knowledge of any dispute with any landlord under any of the Star Undeveloped Leases with respect to any term, provision or condition of any thereof. The recording information with respect to each of the Star Undeveloped Leases (or memoranda thereof) set forth in Schedule 9.3(a) hereto is true, complete and correct.

9.5. Contracts. Attached hereto as Schedule 9.5 is a true and complete schedule of all contracts, agreements, leases (other than the Star Undeveloped Leases), mortgages, notes, bonds, indentures, licenses and other obligations, oral or written, express or implied, involving the payment of more than $10,000 to which Star or any of its Affiliates is party, which relate to the Star Undeveloped Theatre Properties and by which Star or any of its Affiliates is bound, other than those which are cancellable upon not more than 30 days’ notice without

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payment or penalty (collectively, the “Contracts”), excluding Contracts which will not be applicable to the Star Undeveloped Theatre Properties after the Closing. True and complete copies of all of the Contracts, or, in the case of oral Contracts, true and complete descriptions thereof, have been delivered to Loeks. The Contracts are valid, existing and in full force and effect and binding in accordance with their respective terms. Neither Star nor its Affiliates is in material default or breach of any Contract, no written claim of default or breach, against Star or its Affiliates is pending, and, to the knowledge of Star, no event which, with the giving of notice or lapse of time, or both, would constitute a material default or breach under any Contract has occurred and is continuing, and to the knowledge of Star no other party to such Contract is in default or breach thereunder, and no event has occurred with which notice or lapse of time or both would constitute a default by such other party under such Contract. Neither Star nor its Affiliates, nor any officer, director or stockholder of, or partner in, Star or its Affiliates, nor any affiliate of any such officer, director, stockholder or partner, is a party to any such Contract as lessor, landlord, supplier or in any other capacity except as specifically noted in Schedule 9.5.

9.6. No Default; Consents. The execution and delivery by Star of this Agreement, and the consummation of the transactions contemplated hereby, will not result in the breach or violation of the Articles of Incorporation or By-Laws of Star or, except as specified in Schedule 9.6 hereto, a material breach or violation of any of the terms or conditions of, or constitute a material default under, or violate, or result in a change in the rights or duties of any party to or under any Contract, to which Star or any of its Affiliates is a party, by which any of them is bound or to which the Star Undeveloped Theatre Properties are subject and shall not result in the breach or violation of any of the terms or conditions of, or constitute a default under, or violate, or result in a change of the rights or duties of any party to or under the Star Undeveloped Leases.

9.7. Litigation. Except as set forth on Schedule 9.7, neither Star nor its Affiliates (i) in engaged in any litigation, governmental or other proceeding or controversy which in any way affects the Star Undeveloped Theatre Properties or the business to which they relate or (ii) at any time during the 12 months immediately preceding the date hereof has not, to the knowledge of Star, been threatened with any bona fide litigation, governmental or other proceeding or controversy which if adversely determined could have a material adverse effect on any of the Star Undeveloped Theatre Properties or the business conducted thereon. There is no

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basis for any such litigation, proceeding or controversy known to Star. Neither Star nor any of its Affiliates is, to the knowledge of Star, in default with respect to any judgment, order, undertaking, decree, rule or regulation of any court, administrative agency or other governmental authority. The execution and delivery of this Agreement by Star and the consummation of the transactions contemplated hereby will not, to the knowledge of Star, result in any material violation of any order, writ, injunction or decree of any court, administrative agency or other governmental body having jurisdiction over any of the Star Undeveloped Theatre Properties or Star and its Affiliates. The continuation of the business conducted at the Star Undeveloped Theatre Properties is not subject to any order, writ, injunction or decree (including consent decrees) of any court, administrative agency or other governmental body.

9.8. Consent Decree. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, will not violate the terms of the Consent Decree (as defined herein).

9.9. Compliance with Statutes, etc. Star and its Affiliates have, to the knowledge of Star, complied in all material respects with all applicable statutes and regulations of the United States of America and of all states, municipalities and agencies of any thereof, the violation of which could have a material adverse effect on the Star Undeveloped Theatre Properties or the business conducted thereon. The execution and delivery of this Agreement by Star and the consummation of the transactions contemplated hereby will not violate any provision of law or any regulation of any such government or agency.

9.10 Disclosure. No representation or warranty by Star in this Agreement, the Transfer Documents, or in any document or certificate furnished or to be furnished to Star or the Partnership in connection herewith or therewith or the transactions contemplated hereby or thereby contains or will contain any untrue statement of a material fact concerning Star or the Star Undeveloped Theatre Property or omits or will omit to state a material fact necessary to make the statements made herein or therein concerning Star or the Star Undeveloped Theatre Property not misleading.

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EXHIBIT D

7417d

FORM OF

OPINION OF COUNSEL TO STAR

(i) Star is a corporation validly existing and in good standing under the laws of its jurisdiction of incorporation;

(ii) Star has the power and authority to execute and deliver this Agreement and the Transfer Documents and has duly authorized the execution and delivery of this Agreement and the Transfer Documents and the transactions contemplated hereby;

(iii) This Agreement and the Transfer Documents are valid and lawfully binding obligations of Star, enforceable in accordance with their respective terms;

(iv) The CPE Guarantee and the letter of CPE in the form required by Section 10.1(g) of this Agreement are valid and binding obligations of CPE, enforceable in accordance with their respective terms;

(v) Star has the power and authority to own, or hold under lease, the property which constitutes the Star Undeveloped Theatre Property;

(vi) The execution and delivery by Star of this Agreement and the Transfer Documents, and the consummation of the transactions contemplated hereby and thereby, will not result in the breach or violation of the Articles of Incorporation or Bylaws of Star, or, to the knowledge of such counsel, except as otherwise disclosed in the Schedules to this Agreement, constitute a default under, or violate, any Contract or Star Undeveloped Lease to which Star or any of its Affiliates is a party, by which any of them is bound or to which any Star Undeveloped Theatre Property is subject; and, to the knowledge of such counsel, except as otherwise disclosed in the Schedules to this Agreement, no consent, waiver or approval of any person is required for the execution and delivery by Star of the Agreement or the Transfer Documents, or the consummation of any of the transactions contemplated hereby and thereby, other than any consents, waivers or approvals which have been obtained by Star; and

(vii) To the knowledge of such counsel, except as otherwise disclosed in the Schedules to this Agreement, no legal or governmental proceeding is pending or threatened against Star or any of its Affiliates which, if adversely determined, could have a material adverse effect on any of the Theatre Properties, the Star Undeveloped Theatre Property or the business conducted thereon.

(viii) All of the foregoing opinions concerning the enforceability of any agreement or instrument shall be subject to:

(a) applicable bankruptcy, insolvency, reorganization, moratorium, or other laws affecting the rights or remedies of creditors generally; and

(b) by usual equitable principles which may limit or affect the rights or remedies of the parties under such agreements or instruments.

D-2

EXHIBIT E

9867w

FORM OF

OPINION OF COUNSEL TO LOEKS

(i) Loeks is a corporation validly existing and in good standing under the laws of its jurisdiction of incorporation;

(ii) Loeks has the power and authority to execute and deliver this Agreement and the Transfer Documents and has duly authorized the execution and delivery of this Agreement and the Transfer Documents and the transactions contemplated hereby;

(iii) this Agreement and the Transfer Documents are valid and lawfully binding obligations of Loeks, enforceable in accordance with their respective terms;

(iv) the Loeks Guarantee and the letter of James Loeks and Barrie Loeks in the form required by Section 11.1(f) of this Agreement are valid and binding obligations of James Loeks and Barrie Loeks, enforceable in accordance with their respective terms;

(v) Loeks has the power and authority to own, or hold under lease, the property which constitutes the Contributed Assets and the Loeks Undeveloped Theatre Property;

(vi) the Transfer Documents are sufficient to transfer to the Partnership all of the rights, title or interest of Loeks in or to the personal property of Loeks purported to be conveyed thereby and to the knowledge of such counsel, without independent investigation, the Transfer Documents are sufficient to transfer to the Partnership valid title to such personal property;

(vii) the execution and delivery by Loeks of this Agreement and the Transfer Documents, and the consummation of the transactions contemplated hereby and thereby, will not result in the breach or violation of the Articles of Incorporation or Bylaws of Loeks, or, to the knowledge of such counsel, except as otherwise disclosed in the Schedules to this Agreement, constitute a default under, or violate, any Contract, Lease or Undeveloped Lease to which Loeks or any of its Affiliates is a party, by which any of them is

bound or to which any of the Contributed Assets or the Loeks Undeveloped Theatre Property is subject; and, to the knowledge of such counsel, except as otherwise disclosed in the Schedules to this Agreement, no consent, waiver or approval of any person is required for the execution and delivery by Loeks of the Agreement or the Transfer Documents, or the consummation of any of the transactions contemplated hereby and thereby, other than any consents, waivers or approvals which have been obtained by Loeks; and

(viii)  to the knowledge of such counsel, except as disclosed in the Schedules to this Agreement, no legal or governmental proceeding is pending or threatened against Loeks or any of its Affiliates which, if adversely determined could have a material adverse effect on any of the Theatre Properties, the Loeks Undeveloped Theatre Property or the business conducted thereon.

(ix) all of the foregoing opinions concerning the enforceability of any agreement or instrument shall be subject to:

(a) applicable bankruptcy, insolvency, reorganization, moratorium, or other laws affecting the rights or remedies of creditors generally; and

(b) by usual equitable principles which may limit or affect the rights or remedies of the parties under such agreements or instruments.

E-2

EX-3.20

Exhibit 3.20

BY-LAWS

OF

LCE ACQUISITIONSUB, INC.

Section 1.    LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation and any stockholders agreement then in effect to which the corporation is a party. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2.    STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held on such date, which shall be a business day, as is established by the board of directors, which date is within one hundred twenty (120) days following the close of the corporation’s fiscal year, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time at the request of the chairman of the board, if any, the president, the board of directors or stockholders holding a majority of the voting power of the corporation. After such direction, a special meeting of the stockholders shall be called by notice given by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer. Any such request for a call of a meeting shall state the purpose or purposes of the proposed meeting. Any such notice shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the State of Delaware as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. The board of directors may, in its sole discretion, determine that the meeting shall not be held in any place, but instead be held solely by means of remote communication as authorized by law. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation. Such notice shall be given by the

secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No written ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing or by telegram, cablegram or other electronic transmission as authorized by law, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in Delaware by hand or certified or registered mail, return receipt requested, or by telegram, cablegram or other electronic transmission as authorized by law, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Each such written consent shall bear the date of signature of each stockholder who signs the consent or shall, in the case of electronic transmissions, be in

compliance with law. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing, writings, telegrams, cablegrams or electronic transmissions comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact or transmitted by telegram, cablegram or other means of electronic transmission in accordance with law. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes,

ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3.    BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number of directors and the classification of such directors, if any, to be determined from time to time by vote of a majority of the directors then in office, subject to the certificate of incorporation or any stockholders agreement then in effect to which the corporation is a party. Except in connection with the election of directors at the annual meeting of stockholders, the number of directors may be decreased only to eliminate vacancies by reason of death, resignation or removal of one or more directors. No director need be a stockholder.

3.2. Tenure. Except as otherwise provided by law, by the certificate of incorporation by these by-laws, or by any stockholders agreement then in effect to which the corporation is a party, each director shall hold office until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the

management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the State of Delaware designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by two or more directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail at least forty-eight hours or by telegram, cablegram or other electronic transmission at least twenty-four hours before the meeting addressed or sent to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or writings or electronic transmission or transmissions are filed with the records of the meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine. Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

Section 4.    OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman and vice chairman of the board, one or more vice presidents, a chief financial officer, and a general counsel. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any number of offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until the first meeting of the board of directors following the next annual meeting of the stockholders and until his respective successor is chosen and qualified unless a shorter or longer period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman and Vice Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or in his absence, the vice chairman, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

The chairman shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be the chief financial officer of the corporation and shall be in charge of its funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president.

Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

The treasurer also shall be the chief accounting officer of the corporation and be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors or the president.

4.7. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president.

Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5.    RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. Except as may be otherwise provided by law, by the certificate of incorporation, by these by-laws, or by a stockholders agreement then in effect to which the corporation is a party, a director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such directors. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6.    VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that

officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

Section 7.    CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, if any, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8.    TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such

record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by the General Corporation Law of the State of Delaware, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in Delaware by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by the General Corporation Law of the State of Delaware, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9.     CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10.    EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes,

checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11.     FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

Section 12.    AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the voting power of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

EX-4.1

Exhibit 4.1

EXECUTION COPY

LCE ACQUISITION CORPORATION

to be merged with and into

LOEWS CINEPLEX ENTERTAINMENT CORPORATION,

as the Issuer

the Guarantors named herein

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

INDENTURE

Dated as of July 30, 2004

9% Senior Subordinated Notes due 2014

CROSS-REFERENCE TABLE

TIA Section	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.08; 7.10
(b)	7.08; 7.10; 12.02
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.05
(b)	12.03
(c)	12.03
313(a)	7.06
(b)(1)	7.06
(b)(2)	7.06
(c)	7.06; 12.02
(d)	7.06
314(a)	4.06; 4.17
(b)	N.A.
(c)(1)	7.02; 12.04; 12.05
(c)(2)	7.02; 12.04; 12.05
(c)(3)	N.A.
(d)	N.A.
(e)	12.05
(f)	N.A.
315(a)	7.01
(b)	7.05
(c)	7.01
(d)	6.05; 7.01(c)
(e)	6.11
316(a)(last sentence)	2.09
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	9.02
(b)	6.07
(c)	9.05
317(a)(1)	6.08
(a)(2)	6.09
(b)	2.04
318(a)	12.01
(c)	12.01

N.A. means Not Applicable

Note:    This Cross-Reference Table shall not, for any purpose, be deemed to be a part of this Indenture.

TABLE OF CONTENTS

		Page
ARTICLE ONE
DEFINITIONS AND INCORPORATION BY REFERENCE		1
SECTION 1.01.	Definitions	1
SECTION 1.02.	Other Definitions	40
SECTION 1.03.	Incorporation by Reference of TIA	42
SECTION 1.04.	Rules of Construction	42
ARTICLE TWO
THE NOTES		44
SECTION 2.01.	Form, Dating and Terms	44
SECTION 2.02.	Execution and Authentication	50
SECTION 2.03.	Registrar and Paying Agent	51
SECTION 2.04.	Paying Agent To Hold Assets in Trust	52
SECTION 2.05.	Holder Lists	53
SECTION 2.06.	Transfer and Exchange	53
SECTION 2.07.	Replacement Notes	57
SECTION 2.08.	Outstanding Notes	57
SECTION 2.09.	Treasury Notes	58
SECTION 2.10.	Temporary Notes	58
SECTION 2.11.	Cancellation	58
SECTION 2.12.	Defaulted Interest	59
SECTION 2.13.	CUSIP, ISIN and “Common Code” Numbers	59
SECTION 2.14.	Deposit of Moneys	59
SECTION 2.15.	Computation of Interest	60
SECTION 2.16.	Calculation of Principal Amount of Notes	60
ARTICLE THREE
REDEMPTION		60
SECTION 3.01.	Notices to Trustee	60
SECTION 3.02.	Selection of Notes To Be Redeemed	60
SECTION 3.03.	Notice of Redemption	61
SECTION 3.04.	Effect of Notice of Redemption	62
SECTION 3.05.	Deposit of Redemption Price	62
SECTION 3.06.	Notes Redeemed in Part	63

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		Page
ARTICLE FOUR
COVENANTS		63
SECTION 4.01.	Payment of Notes	63
SECTION 4.02.	Maintenance of Office or Agency	63
SECTION 4.03.	Corporate Existence	64
SECTION 4.04.	Payment of Taxes and Other Claims	64
SECTION 4.05.	Maintenance of Properties and Insurance	64
SECTION 4.06.	Compliance Certificate; Notice of Default	65
SECTION 4.07.	Compliance with Laws	65
SECTION 4.08.	Waiver of Stay, Extension or Usury Laws	65
SECTION 4.09.	Change of Control	66
SECTION 4.10.	Incurrence of Indebtedness and Issuance of Preferred Stock	69
SECTION 4.11.	Restricted Payments	75
SECTION 4.12.	Liens	83
SECTION 4.13.	Asset Sales	83
SECTION 4.14.	Transactions with Affiliates	87
SECTION 4.15.	Dividend and Other Payment Restrictions Affecting Subsidiaries	90
SECTION 4.16.	Additional Guarantees	92
SECTION 4.17.	Reports to Holders	93
SECTION 4.18.	Limitation on Layering	94
SECTION 4.19.	Business Activities	94
SECTION 4.20.	Payments for Consent	94
ARTICLE FIVE
SUCCESSOR CORPORATION		95
SECTION 5.01.	Merger, Consolidation, or Sale of Assets	95
ARTICLE SIX
DEFAULT AND REMEDIES		97
SECTION 6.01.	Events of Default	97
SECTION 6.02.	Acceleration	99
SECTION 6.03.	Other Remedies	100
SECTION 6.04.	Waiver of Defaults	100
SECTION 6.05.	Control by Majority	101
SECTION 6.06.	Limitation on Suits	101
SECTION 6.07.	Rights of Holders To Receive Payment	102
SECTION 6.08.	Collection Suit by Trustee	102
SECTION 6.09.	Trustee May File Proofs of Claim	102
SECTION 6.10.	Priorities	103
SECTION 6.11.	Undertaking for Costs	103

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		Page
ARTICLE SEVEN
TRUSTEE		103
SECTION 7.01.	Duties of Trustee	103
SECTION 7.02.	Rights of Trustee	105
SECTION 7.03.	Individual Rights of Trustee	106
SECTION 7.04.	Trustee’s Disclaimer	107
SECTION 7.05.	Notice of Default	107
SECTION 7.06.	Reports by Trustee to Holders	107
SECTION 7.07.	Compensation and Indemnity	108
SECTION 7.08.	Replacement of Trustee	109
SECTION 7.09.	Successor Trustee by Merger, Etc.	110
SECTION 7.10.	Eligibility; Disqualification	110
SECTION 7.11.	Preferential Collection of Claims Against the Issuer	111
ARTICLE EIGHT
DISCHARGE OF INDENTURE; DEFEASANCE		111
SECTION 8.01.	Termination of the Issuer’s Obligations	111
SECTION 8.02.	Legal Defeasance and Covenant Defeasance	112
SECTION 8.03.	Conditions to Legal Defeasance or Covenant Defeasance	114
SECTION 8.04.	Application of Trust Money	115
SECTION 8.05.	Repayment to the Issuer	116
SECTION 8.06.	Reinstatement	116
ARTICLE NINE
AMENDMENTS, SUPPLEMENTS AND WAIVERS		117
SECTION 9.01.	Without Consent of Holders	117
SECTION 9.02.	With Consent of Holders	118
SECTION 9.03.	Effect on Senior Debt	119
SECTION 9.04.	Compliance with TIA	119
SECTION 9.05.	Revocation and Effect of Consents	119
SECTION 9.06.	Notation on or Exchange of Notes	120
SECTION 9.07.	Trustee To Sign Amendments, Etc.	121
ARTICLE TEN
SUBORDINATION OF SECURITIES		121
SECTION 10.01.	Notes Subordinated to Senior Debt	121
SECTION 10.02.	Suspension of Payment When Designated Senior Debt Is in Default	122

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		Page
SECTION 10.03.	Notes Subordinated to Prior Payment of All Senior Debt on Dissolution, Liquidation or Reorganization of the Issuer	123
SECTION 10.04.	Payments May Be Made Prior to Dissolution	125
SECTION 10.05.	Holders To Be Subrogated to Rights of Holders of Senior Debt	125
SECTION 10.06.	Obligations of the Issuer Unconditional	126
SECTION 10.07.	Notice to Trustee	126
SECTION 10.08.	Reliance on Judicial Order or Certificate of Liquidating Agent	127
SECTION 10.09.	Trustee’s Relation to Senior Debt	127
SECTION 10.10.	Subordination Rights Not Impaired by Acts or Omissions of the Issuer or Holders of Senior Debt	127
SECTION 10.11.	Noteholders Authorize Trustee To Effectuate Subordination of Notes	128
SECTION 10.12.	This Article Ten Not To Prevent Events of Default	128
SECTION 10.13.	Trustee’s Compensation Not Prejudiced	129
ARTICLE ELEVEN
GUARANTEES		129
SECTION 11.01.	Unconditional Guarantee	129
SECTION 11.02.	Subordination of Guarantee	130
SECTION 11.03.	Limitation on Guarantor Liability	130
SECTION 11.04.	Execution and Delivery of Guarantee for Future Guarantors	131
SECTION 11.05.	Release of a Guarantor	131
SECTION 11.06.	Waiver of Subrogation	133
SECTION 11.07.	Immediate Payment	134
SECTION 11.08.	No Setoff	134
SECTION 11.09.	Guarantee Obligations Absolute	134
SECTION 11.10.	Guarantee Obligations Continuing	134
SECTION 11.11.	Guarantee Obligations Not Reduced	134
SECTION 11.12.	Guarantee Obligations Reinstated	135
SECTION 11.13.	Guarantee Obligations Not Affected	135
SECTION 11.14.	Waiver	136
SECTION 11.15.	No Obligation To Take Action Against the Issuer	137
SECTION 11.16.	Dealing with the Issuer and Others	137
SECTION 11.17.	Default and Enforcement	137
SECTION 11.18.	Amendment, Etc.	138
SECTION 11.19.	Acknowledgment	138
SECTION 11.20.	Costs and Expenses	138
SECTION 11.21.	No Merger or Waiver; Cumulative Remedies	138
SECTION 11.22.	Guarantee in Addition to Other Guarantee Obligations	138
SECTION 11.23.	Severability	139
SECTION 11.24.	Successors and Assigns	139

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		Page
ARTICLE TWELVE
MISCELLANEOUS		139
SECTION 12.01.	TIA Controls	139
SECTION 12.02.	Notices	139
SECTION 12.03.	Communications by Holders with Other Holders	141
SECTION 12.04.	Certificate and Opinion as to Conditions Precedent	141
SECTION 12.05.	Statements Required in Certificate or Opinion	141
SECTION 12.06.	Rules by Trustee, Paying Agent, Registrar	142
SECTION 12.07.	Legal Holidays	142
SECTION 12.08.	Governing Law	142
SECTION 12.09.	No Adverse Interpretation of Other Agreements	142
SECTION 12.10.	No Recourse Against Others	142
SECTION 12.11.	Successors	143
SECTION 12.12.	Duplicate Originals	143
SECTION 12.13.	Severability	143
Signatures		S-1

EXHIBITS
Exhibit A	-	Form of Initial Note	A-1
Exhibit B	-	Form of Legend for Rule 144A Notes and Other Notes That Are Restricted Notes	B-1
Exhibit C	-	Form of Legend for Regulation S Note	C-1
Exhibit D	-	Form of Legend for Global Note	D-1
Exhibit E	-	Form of Non-Distribution Letter for Institutional Accredited Investors	E-1
Exhibit F	-	Form of Certificate To Be Delivered in Connection with Transfers Pursuant to Regulation S	F-1
Exhibit G	-	Form of Indenture Supplement to add Notes Guarantor	G-1
Exhibit H	-	Guarantors	H-1

Note:  This Table of Contents shall not, for any purpose, be deemed to be a part of this Indenture.

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INDENTURE dated as of July 30, 2004 between LCE Acquisition Corporation, a Delaware corporation which will be merged with and into Loews Cineplex Entertainment Corporation, a Delaware corporation, with Loews Cineplex Entertainment Corporation continuing as the surviving corporation (the “Issuer”), the Guarantors (as defined herein) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

For and in consideration of the premises and the purchase of the Notes by the Holders thereof, each party hereto covenants and agrees as follows for the benefit of the other parties and for the equal and ratable benefit of all Holders of (i) the Issuer’s 9% Senior Subordinated Notes, Series A, due 2014, issued on the date hereof and the guarantees thereof by certain of the Issuer’s Subsidiaries (the “Initial Notes”), (ii) if and when issued in accordance with the terms of this Indenture, an unlimited principal amount of additional 9% Senior Subordinated Notes, Series A, due 2014 in a non-registered offering or 9% Senior Subordinated Notes, Series B, due 2014 in a registered offering of the Issuer, and the guarantees thereof by certain of the Issuer’s Subsidiaries that may be offered from time to time subsequent to the Issue Date (the “Additional Notes”) and (iii) if and when issued in accordance with the terms of this Indenture, the Issuer’s 9% Senior Subordinated Notes, Series B, due 2014 and the guarantees thereof by certain of the Issuer’s Subsidiaries that may be issued from time to time in exchange for Initial Notes or any Additional Notes in an offer registered under the Securities Act as provided in a Registration Rights Agreement (as hereinafter defined, the “Exchange Notes,” and together with the Initial Notes and Additional Notes, the “Notes”).

ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

Set forth below are certain defined terms used in this Indenture.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and

(2) Indebtedness secured by an existing Lien encumbering any asset acquired by such specified Person.

“Additional Interest” has the meaning set forth in the Registration Rights Agreement.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Agent” means any Registrar, Paying Agent or co-Registrar.

“amend” means amend, modify, supplement, restate or amend and restate, including successively; and “amending” and “amended” have correlative meanings.

“asset” means any asset or property, whether real, personal or other, tangible or intangible.

“Asset Sale” means (i) the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of a sale and leaseback) of the Issuer or any Restricted Subsidiary (each referred to in this definition as a “disposition”) or (ii) the issuance or sale of Equity Interests of any Restricted Subsidiary (whether in a single transaction or a series of related transactions), in each case, other than:

(1) a disposition of Cash Equivalents or obsolete or worn out property or equipment in the ordinary course of business or inventory (or other assets) held for sale in the ordinary course of business and dispositions of property no longer used or useful in the conduct of the business of the Issuer and its Restricted Subsidiaries;

(2) the disposition of all or substantially all of the assets of the Issuer in a manner permitted pursuant to Section 5.01 or any disposition that constitutes a Change of Control pursuant to this Indenture;

(3) the making of any Restricted Payment that is permitted to be made, and is made, pursuant to Section 4.11 or Permitted Investment or the granting of a Lien permitted by Section 4.12;

(4) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $5.0 million;

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(5) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Issuer or by the Issuer or a Restricted Subsidiary to another Restricted Subsidiary;

(6) the lease, assignment, sublease, license or sublicense of any real or personal property in the ordinary course of business;

(7) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (with the exception of Investments in Unrestricted Subsidiaries acquired pursuant to clause (10) of the definition of “Permitted Investments”);

(8) foreclosures on assets;

(9) disposition of an account receivable in connection with the collection or compromise thereof; and

(10) the issuance or sale of director’s qualifying shares and shares issued to foreign nationals under applicable law.

“Attributable EBITDA” means, for any period, the sum, without duplication, of (a) EBITDA of the Issuer (other than EBITDA attributable to the Specified 50/50 JVs) for such period, (b) the Issuer’s equity percentage of the EBITDA of the Specified 50/50 JVs (other than Magic Johnson Theatres) for such period and (c) 100% of the EBITDA of Magic Johnson Theatres for such period.

“Attributable EBITDAR” means, for any period, the sum, without duplication, of (a) EBITDAR of the Issuer (other than EBITDAR attributable to the Specified 50/50 JVs) for such period, (b) the Issuer’s equity percentage of the EBITDAR of the Specified 50/50 JVs (other than Magic Johnson Theatres) for such period and (c) 100% of the EBITDAR of Magic Johnson Theatres for such period.

“Attributable Fixed Charge Coverage Ratio” means, with respect to the Issuer for any period consisting of the Issuer’s most recently ended four fiscal quarters for which internal financial statements are available, the ratio of Attributable EBITDA for such period to Attributable Fixed Charges for such period. In the event that the Issuer, any Restricted Subsidiary or any Specified 50/50 JV incurs, assumes, guarantees or repays any Indebtedness or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Attributable Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Attributable Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Attributable Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption,

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guarantee or repayment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock as if the same had occurred at the beginning of the applicable four-quarter period and as if the Issuer, such Restricted Subsidiary or such Specified 50/50 JV had not earned the interest income actually earned during such period in respect of such cash used to repay, repurchase, defease or otherwise discharge such Indebtedness.

For purposes of making the computation referred to above, without duplication, the opening of newly constructed theaters that have been operated for at least six months by the Issuer, any Restricted Subsidiary or any Specified 50/50 JV, Investments, acquisitions, dispositions (including disposition of theaters), mergers or consolidations (as determined in accordance with GAAP) that have been made by the Issuer, any Restricted Subsidiary or any Specified 50/50 JV during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date shall be calculated on a pro forma basis assuming that all such theater openings, Investments, acquisitions, dispositions, mergers or consolidations (and the change in any associated Attributable Fixed Charge obligations and the change in Attributable EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period.

If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Issuer, any Restricted Subsidiary or any Specified 50/50 JV since the beginning of such period) shall have opened a newly constructed theater that has been operated for at least six months, or made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then the Attributable Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such theater opening, Investment, acquisition, disposition, merger or consolidation had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to a theater opening, Investment, acquisition, disposition, merger or consolidation (including the Transactions) and the amount of income or earnings relating thereto, the pro forma calculations shall be determined in good faith by a responsible financial or accounting Officer of the Issuer and shall comply with the requirements of Rule 11-02 of Regulation S-X promulgated by the Commission, except that such pro forma calculations may include operating expense reductions for such period resulting from the transaction which is being given pro forma effect that (A) have been realized or (B) for which the steps necessary for realization have been taken (or are taken concurrently with such transaction) or (C) with respect to any transactions other than the Transactions (and the related restructuring initiatives), for which the steps necessary for realization are reasonably expected to be taken within the six month period following such transaction and, in each case including, but not limited to, reduction in personnel expenses, the execution or termination of any contracts, reduction of costs related to administrative functions, reduction of costs related to leased or

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owned properties, the termination of any personnel or the closing (or approval by the Board of Directors of the Issuer, such Restricted Subsidiary or such Specified 50/50 JV, as the case may be, of any closing) of any facility, as applicable; provided that, in that case, such adjustments are set forth in an Officers’ Certificate signed by the Issuer’s chief financial officer and another Officer which states (i) the amount of such adjustment or adjustments, (ii) that such adjustment or adjustments are based on the reasonable good faith beliefs of the Officers executing such Officers’ Certificate at the time of such execution, (iii) that such adjustment or adjustments and the plan or plans related thereto have been reviewed and approved by the Board of Directors of the Issuer and (iv) that any related incurrence of Indebtedness is permitted pursuant to this Indenture. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if the related hedge has a remaining term in excess of twelve months).

Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

“Attributable Fixed Charges” means, for any period, the sum, without duplication of (a) Fixed Charges of the Issuer for such period, (b) the Issuer’s equity percentage of the Fixed Charges of the Specified 50/50 JVs (other than Magic Johnson Theatres) for such period and (c) 100% of the Fixed Charges of Magic Johnson Theatres for such period.

“Attributable Indebtedness” means, as of any date in any period, the sum of, without duplication, (a) Indebtedness of the Issuer and its Restricted Subsidiaries (net of any cash and Cash Equivalents of the Issuer and its Restricted Subsidiaries that are Domestic Subsidiaries or that are organized under the laws of Mexico held in the United States or Mexico, respectively) as of such date, (b) the Issuer’s equity percentage of Indebtedness of the Specified 50/50 JVs (other than Magic Johnson Theatres) as of such date, (c) 100% of Indebtedness of Magic Johnson Theatres (net of any cash and Cash Equivalents of Magic Johnson Theatres) as of such date and (d) the product obtained by multiplying (i) Consolidated Attributable Lease Expense for such period by (ii) 8; provided that, in determining the amount of Attributable Indebtedness of the Issuer and its Restricted

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Subsidiaries for purposes of this definition, the amount of Indebtedness of the Issuer and its Restricted Subsidiaries consisting of revolving credit loans under the Revolving Facility or any other revolving credit facility as of any date shall be deemed to be the aggregate outstanding principal amount thereof on the last day of each fiscal quarter ending during the four fiscal quarters most recently ended on or prior to such date, divided by four (4) (with the amount thereof as of June 30, 2004 deemed to be $0 for purposes of such calculation). Notwithstanding anything set forth above in this definition, Indebtedness of the Issuer or its Restricted Subsidiaries shall not be netted against any amount in cash equal to the difference between (x) the aggregate amount of Specified Foreign Asset Sale Proceeds and (y) any amount of Restricted Payments previously made pursuant to clause (16) of Section 4.11(b); provided, however, that the amount of Specified Foreign Asset Sale Proceeds will, in whole or in part, be so netted if the Chief Financial Officer of the Issuer delivers to the Trustee a certificate certifying that such proceeds will be used to permanently repay or retire Indebtedness of the Issuer or any of its Restricted Subsidiaries within 10 days of the date on which the applicable Qualified Foreign Asset Sale has been consummated. Upon delivery of such certificate, the amount of Specified Foreign Asset Sale Proceeds will be reduced by the amount thereof used or to be used to repay or retire such Indebtedness.

“Bankruptcy Law” means Title 11, U.S. Code or any similar Federal, state or foreign law for the relief of debtors.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns,” “Beneficially Owned” and “Beneficial Ownership” have a corresponding meaning.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership; and

(3) with respect to any other Person, the board or committee of such Person serving a similar function.

“Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted

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by the Board of Directors (or a duly authorized committee thereof) of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means any day other than a Saturday, Sunday or any other day on which banking institutions in the City of New York are required or authorized by law or other governmental action to be closed.

“Capital Stock” means:

(1) in the case of a corporation, capital stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP (except for temporary treatment of construction-related expenditures under EITF 97-10 “The Effects of Lessee Involvement in Asset Construction” which will ultimately be treated as operating leases upon a sale-leaseback transaction).

“Cash Equivalents” means:

(1) U.S. dollars or, in the case of any Foreign Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

(2) securities issued or directly and fully and unconditionally guaranteed or insured by the government or any agency or instrumentality of the United States or any member nation of the European Union having maturities of not more than 12 months from the date of acquisition;

(3) certificates of deposit, time deposits and eurodollar time deposits with maturities of 12 months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding 12 months and overnight bank deposits, in each case, with

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any lender party to the Credit Agreement or with any commercial bank having capital and surplus in excess of $500,000,000;

(4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper maturing within 12 months after the date of acquisition and having a rating of at least A-1 from Moody’s or P-1 from S&P;

(6) readily marketable direct obligations issued by any state of the United States or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P with maturities of 12 months or less from the date of acquisition;

(7) instruments equivalent to those referred to in clauses (1) to (6) above denominated in euros or any other foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction; and

(8) investment in funds which invest substantially all of their assets in Cash Equivalents of the kinds described in clauses (1) through (7) of this definition.

“Change of Control” means the occurrence of any of the following:

(1) the sale, lease, transfer or other conveyance, in one or a series of related transactions, of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person other than one or more Permitted Holders;

(2) the Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than one or more Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), directly or indirectly, of 50% or more of

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the total voting power of the Voting Stock of the Issuer or any direct or indirect parent holding company of the Issuer; or

(3) (A) prior to the first public offering of common stock of either Holdco or the Issuer, the first day on which the Board of Directors of Holdco or the Issuer shall cease to consist of a majority of directors who (i) were members of the Board of Directors of Holdco or the Issuer on the Issue Date or (ii) were either (x) nominated for election by the Board of Directors of Holdco or the Issuer, a majority of whom were directors on the Issue Date or whose election or nomination for election was previously approved by a majority of such directors or who were designated or appointed pursuant to clause (y) below, or (y) designated or appointed by a Permitted Holder (each of the directors selected pursuant to clauses (A)(i) and (A)(ii), “Continuing Directors”) and (B) after the first public offering of common stock of either Holdco or the Issuer, (i) if such public offering is of Holdco common stock, the first day on which a majority of the members of the Board of Directors of Holdco are not Continuing Directors or (ii) if such public offering is of the Issuer’s common stock, the first day on which a majority of the members of the Board of Directors of the Issuer are not Continuing Directors.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to the Code are to the Code, as in effect on the Issue Date, and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor.

“Commission” means the Securities and Exchange Commission.

“Consolidated Attributable Lease Expense” means, for any period, the sum of, without duplication, (a) the Consolidated Lease Expense of the Issuer for such period, (b) the Issuer’s equity percentage of the Consolidated Lease Expense of the Specified 50/50 JVs (other than Magic Johnson Theatres) for such period and (c) 100% of the Consolidated Lease Expense of Magic Johnson Theatres for such period.

“Consolidated Attributable Leverage Ratio” means, as of the last day of any period of four consecutive fiscal quarters, the ratio of (a) Attributable Indebtedness on the last day of such period to (b) Attributable EBITDAR for such period. Consolidated Attributable Leverage Ratio shall be calculated after giving effect to pro forma adjustments comparable to the pro forma adjustments set forth in the definition of “Attributable Fixed Charge Coverage Ratio.”

“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense including the amortization of deferred financing fees and other non-cash charges

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(excluding any non-cash item that represents an accrual or reserve for a cash expenditure for a future period) of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of: (a) consolidated interest expense of such Person and its Restricted Subsidiaries for such period (including amortization of original issue discount, non-cash interest payments (other than imputed interest as a result of purchase accounting)), the interest component of Capitalized Lease Obligations, net payments (if any) pursuant to interest rate Hedging Obligations (but excluding amortization of deferred financing fees or expensing of any bridge or other financing fees relating to the Specified Financing and any losses resulting from the mark-to-market accounting of interest rate Hedging Obligations to the extent such losses are accounted for as interest expense) the interest accruing on any Indebtedness of any other Person to the extent such Indebtedness is Guaranteed by (or secured by the assets of) the Issuer or any Restricted Subsidiary and commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and (b) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, less (c) interest income actually received in cash for such period.

“Consolidated Lease Expense” means, for any period, with respect to any Person and its Restricted Subsidiaries on a consolidated basis, the aggregate amount of fixed and contingent rentals payable in cash by such Person for such period with respect to leases of real and personal property, determined on a consolidated basis in accordance with GAAP (but excluding taxes, common area maintenance and similar amounts in the case of gross leases and excess accruals (or reversals thereof) of straight-line rent expense amounts); provided that payments in respect of Capitalized Lease Obligations shall not constitute Consolidated Lease Expense.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that

(1) any net after-tax extraordinary, unusual or non-recurring gains, losses or expenses (including, without limitation, expenses related to the Transactions, severance, relocation, facilities consolidation, signing or retention bonuses and other restructuring costs) shall be excluded;

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principle(s) as well as any current period impact of new accounting pronouncements including those related to purchase accounting;

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(3) any net after-tax gains or losses attributable to asset or lease dispositions other than in the ordinary course of business (as determined in good faith by the Board of Directors of such Person) and any gain (or loss) realized upon the sale or other disposition of any Capital Stock of any Person shall be excluded;

(4) the Net Income for such period of any Person that is not a Subsidiary, or that is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that, to the extent not already included, Consolidated Net Income shall be (A) increased by the amount of (i) dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof during such period (subject, in the case of distributions or payments made to a Restricted Subsidiary, to the limitations contained in clause (5) below) and (ii) Net Income of Magic Johnson Theatres to the extent such Net Income is not otherwise included in the Consolidated Net Income of the Issuer (such amount not to exceed $2.0 million in any such period) and (B) decreased by the amount of any equity of the Issuer in a net loss of any such Person for such period to the extent the Issuer has funded such net loss;

(5) the Net Income for such period of any Restricted Subsidiary (other than a Guarantor) shall be excluded to the extent the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not permitted at the date of determination without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to such Person or a Restricted Subsidiary thereof (subject to the provisions of this clause (5)) during such period, to the extent not already included therein; provided, however, that to the extent that any Net Income of a Foreign Subsidiary for such period would be excluded as a result of this clause (5) solely as a result of any encumbrance of the type permitted by clauses (1) to (7), (9)(ii) or (12) (with respect to agreements referred to in clauses (1) to (7) and (9)(ii)) of Section 4.15(b) and the Issuer shall have delivered to the Trustee on the date of the event requiring a calculation of Consolidated Net Income a certificate of the Chief Financial Officer of the Issuer certifying that, in the good faith judgment of such officer, such encumbrances do not impair the Issuer’s ability to make payments on the Notes, such net income shall be included in such Consolidated Net Income;

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(6) non-cash compensation charges, including any such charges arising from stock options, restricted stock grants or other equity-incentive programs, reasonable cash compensation charges related to any stock appreciation rights or similar phantom stock rights program and reasonable customary cash charges resulting from purchase accounting to the extent such charges represent sales bonuses to management shall be excluded;

(7) any net after-tax gains or losses attributable to the early extinguishment of Indebtedness shall be excluded;

(8) non-cash income or charges resulting from mark-to-market accounting under Financial Accounting Standard No. 52 relating to Indebtedness denominated in foreign currencies shall be excluded;

(9) any non-cash impairment charges resulting from the application of Statements of Financial Accounting Standards No. 142 and No. 144 and the amortization of intangibles arising pursuant to Statement of Financial Accounting Standards No. 141 shall be excluded;

(10) inventory purchase accounting adjustments and amortization, impairment and other non-cash charges (including asset revaluations) resulting from purchase accounting adjustments with respect to the Transactions or any other transaction shall be excluded; and

(11) the deferred revenue eliminated as a consequence of the application of purchase accounting adjustments due to the Transactions or any other acquisition shall be included for the fiscal periods that such revenue would otherwise have been recognized.

Notwithstanding the foregoing, for the purpose of Section 4.11 only (other than clause (3)(D) of subsection (a) thereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuer and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments made by the Issuer and the Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments made by the Issuer and any Restricted Subsidiary, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(D) of Section 4.11(a).

“Consolidated Total Assets” means, with respect to any Person, the total assets of such Person and its Restricted Subsidiaries and, in the case of the Issuer, 100% of the

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total assets of Magic Johnson Theatres determined in accordance with GAAP, as shown on its most recent internal balance sheet that is available.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Corporate Trust Office” means the corporate trust office of the Trustee located at 100 Wall Street, Suite 1600, New York, NY 10005, Attention: Corporate Trust Administration, or such other office, designated by the Trustee by written notice to the Issuer, at which at any particular time its corporate trust business shall be administered.

“Credit Agreement” means that certain credit agreement, dated as of the Issue Date, among LCE Holdco LLC, the Issuer, Grupo Cinemex, Cadena Mexicana de Exhibición, S.A. de C.V., the lenders party thereto, Citicorp North America, Inc., as Administrative Agent, Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, as Mexican Administrative Agent, Credit Suisse First Boston, as Syndication Agent, and Bank of America, N.A., Deutsche Bank AG Cayman Islands Branch and Lehman Commercial Paper Inc., as Co-Documentation Agents, including any related notes, guarantees, collateral documents, mortgages, instruments and agreements executed in connection therewith, and in each case as amended, restated, supplemented, modified, renewed, increased, refunded, replaced or refinanced from time to time in one or more agreements or indentures (in each case with the same or new lenders or institutional investors), including any agreement extending the maturity thereof or otherwise restructuring all or any portion of the Indebtedness thereunder or increasing the amount loaned or issued thereunder or altering the maturity thereof.

“Custodian” means any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

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“Depositary” shall mean The Depositary Trust Company, New York, New York or a successor thereto registered under the Exchange Act or other applicable statute or regulation.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale, redemption or payment of, on or with respect to such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of the Issuer or any direct or indirect parent company of the Issuer (other than Disqualified Stock) that is issued for cash (other than to the Issuer or any of its Subsidiaries or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of Section 4.11(a).

“Designated Senior Debt” means:

(1) any Indebtedness outstanding under the Credit Agreement; and

(2) any other Senior Debt permitted under this Indenture the principal amount of which is $25.0 million or more and that has been designated by the Issuer in the instrument evidencing that Senior Debt as “Designated Senior Debt.”

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any security into which it is convertible or for which it is putable or exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, or is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of the Issuer or a Restricted Subsidiary) in each case prior to the date 91 days after the earlier of the final maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that (x) if such Capital Stock is issued to any plan for the benefit of employees of Holdco or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by Holdco or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations and (y) such Capital Stock shall not constitute Disqualified Stock if such Capital Stock matures or is mandatorily redeemable or is redeemable at the option of the holders thereof as a result of a change of control or asset sale if the terms of such

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Capital Stock (and all such securities into which it is convertible or for which it is exchangeable) provide that the Issuer may not repurchase or redeem any such Capital Stock (and all securities into which it is convertible or for which it is exchangeable) pursuant to such provision prior to compliance by the Issuer with Section 4.09 and Section 4.13 and such repurchase or redemption complies with Section 4.11.

“Domestic Restricted Subsidiary” means any direct or indirect Restricted Subsidiary of the Issuer that was formed under the laws of the United States, any state of the United States, the District of Columbia or any territory of the United States.

“Domestic Subsidiary” means any Subsidiary of the Issuer that was formed under the laws of the United States, any state of the United States, the District of Columbia or any territory of the United States.

“EBITDA” means with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication,

(1) provision for taxes based on income or profits, plus franchise or similar taxes of such Person and its Restricted Subsidiaries for such period deducted in computing Consolidated Net Income, plus

(2) Consolidated Interest Expense of such Person for such period to the extent the same was deducted in calculating such Consolidated Net Income, plus

(3) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent such depreciation and amortization were deducted in computing Consolidated Net Income, plus

(4) any reasonable expenses or charges related to any Equity Offering, Permitted Investment, acquisition, recapitalization or Indebtedness permitted to be incurred under this Indenture (in each case whether or not consummated) or to the Transactions and, in each case, deducted in such period in computing Consolidated Net Income, plus

(5) the amount of any restructuring charges or reserves (which, for the avoidance of doubt, shall include retention, severance, systems establishment costs, contract termination costs, including future lease commitments, and costs to consolidate facilities and relocate employees) deducted in such period in computing Consolidated Net Income, plus

(6) all other non-cash charges of such Person and its Restricted Subsidiaries to the extent such non-cash charges were deducted in computing Consolidated Net Income (excluding any such non-cash charge to the extent that it

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represents an accrual of or reserve for cash expenditures in any future period, other than for straight-line rent accruals determined in accordance with GAAP to the extent such accruals exceed any rent payments for the applicable period; provided, however, that the EBITDA for any period shall be reduced to the extent rent payments exceed rent accruals for such period irrespective of the accounting treatment of such rent payments) less all non-cash items of income of such Person and its Restricted Subsidiaries (other than accruals of revenue or recognition of deferred revenue items or reversal of reserves with respect to reserves that are not included in EBITDA in the ordinary course of business), plus

(7) the amount of management, monitoring, consulting and advisory fees and related expenses and Termination Fees paid to the Sponsors and any of their Affiliates (other than portfolio companies) (or any accruals relating to such fees and related expenses) pursuant to the Management Agreement, plus

(8) any net gain or loss resulting from Hedging Obligations relating to currency exchange risk.

Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion, including by reason of minority interests) that the net income or loss of such Restricted Subsidiary was included in calculating Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be dividended to the Issuer by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its stockholders (this determination to be made without giving effect to any restrictions permitted by clauses (1) to (7), (9)(ii) or (12) (with respect to agreements referred to in clauses (1) to (7) and (9)(ii)) of Section 4.15(b)).

“EBITDAR” means with respect to any Person and its Restricted Subsidiaries on a consolidated basis for any period, the sum of (a) EBITDA of such Person and its Restricted Subsidiaries for such period and (b) without duplication, Consolidated Lease Expense of such Person and its Restricted Subsidiaries for such period.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any public or private sale of common stock or Preferred Stock of the Issuer or any of its direct or indirect parents (excluding Disqualified

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Stock), other than (i) public offerings with respect to common stock of the Issuer or of any direct or indirect parent of the Issuer registered on Form S-8, (ii) any such public or private sale that constitutes an Excluded Contribution and (iii) an issuance to any Subsidiary.

“Exchange Offer Registration Statement” shall have the meaning set forth in the Registration Rights Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds, in each case received by the Issuer and its Restricted Subsidiaries from:

(1) contributions to its common equity capital; and

(2) the sale (other than to a Subsidiary or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Issuer or any Subsidiary) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock),

in each case designated as Excluded Contributions pursuant to an Officers’ Certificate on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of Section 4.11(a).

“Existing Indebtedness” means Indebtedness of the Issuer and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the Issue Date.

“Fixed Charges” means, with respect to any Person for any period, the sum of, without duplication, (a) Consolidated Interest Expense (excluding all non-cash interest expense and amortization/accretion of original issue discount, in each case, in connection with the Specified Financings (including any original issue discount created by fair value adjustments to the Issuer’s Existing Indebtedness as a result of purchase accounting)) of such Person for such period, (b) all cash dividends paid, accrued and/or scheduled to be paid or accrued during such period (excluding items eliminated in consolidation) on any series of Preferred Stock of such Person and (c) all cash dividends paid, accrued and/or scheduled to be paid or accrued during such period (excluding items eliminated in consolidation) on any series of Disqualified Stock.

“Foreign Specified 50/50 JVs” means each of (a) Megabox Cineplex and (b) Yelmo Cineplex; provided that if the Issuer shall cease to own at least 50% of the Equity Interests in either such joint venture, such joint venture shall cease to continue as a Foreign Specified 50/50 JV.

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“Foreign Subsidiary” means any Subsidiary of the Issuer that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles in the United States in effect on the date of this Indenture. For purposes of this Indenture, the term “consolidated” with respect to any Person means such Person consolidated with its Restricted Subsidiaries and does not include any Unrestricted Subsidiary.

“Grupo Cinemex” means Grupo Cinemex, S.A. de C.V., a corporation organized under the laws of the United Mexican States, and its Subsidiaries.

“guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness or other obligations.

“Guarantee” means any guarantee of the obligations of the Issuer under this Indenture and the Notes by a Guarantor in accordance with the provisions of this Indenture. When used as a verb, “Guarantee” shall have a corresponding meaning.

“Guarantor” means any Person that incurs a Guarantee of the Notes; provided that upon the release and discharge of such Person from its Guarantee in accordance with this Indenture, such Person shall cease to be a Guarantor.

“Guarantor Senior Debt” means, with respect to any Guarantor, the principal of, premium, if any, and interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed or allowable claim under applicable law) on any Indebtedness of such Guarantor, whether outstanding on the Issue Date or thereafter created, incurred or assumed, unless, in the case of any particular obligation, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such obligation shall not be senior in right of payment to the Guarantee of such Guarantor. Without limiting the generality of the foregoing, “Guarantor Senior Debt” shall also include the principal of, premium, if any, interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed or allowable claim under applicable law) on, and all other amounts owing in respect of (including guarantees of the foregoing obligations):

(1) all monetary obligations of every nature of such Guarantor under, or with respect to, the Credit Agreement, including, without limitation, obligations to pay

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principal, premium and interest, reimbursement obligations under letters of credit, fees, expenses and indemnities (and guarantees thereof); and

(2) all Hedging Obligations (and guarantees thereof), in each case whether outstanding on the Issue Date or thereafter incurred.

Notwithstanding the foregoing, “Guarantor Senior Debt” shall not include:

(1) any Indebtedness of such Guarantor to a Subsidiary of such Guarantor;

(2) Indebtedness to, or guaranteed on behalf of, any director, officer or employee of such Guarantor or any Subsidiary of such Guarantor (including, without limitation, amounts owed for compensation), other than Indebtedness under the Credit Agreement;

(3) trade payables;

(4) Indebtedness represented by Capital Stock;

(5) any liability for federal, state, local or other taxes owed or owing by such Guarantor;

(6) that portion of any Indebtedness incurred in violation of Section 4.10;

(7) Indebtedness which, when incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to the Issuer; and

(8) any Indebtedness which is, by its express terms, subordinated in right of payment to any other Indebtedness of such Guarantor.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under:

(1) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and

(2) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

“Holdco” means LCE Holdco LLC and any other direct or indirect parent holding company of the Issuer organized at the direction of a Permitted Holder (without

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giving effect to the inclusion of Affiliates in such definition of Permitted Holders), in each case so long as such Person is a direct or indirect parent of the Issuer.

“Holder” or “Noteholder” means the registered holder of any Note.

“Indebtedness” means, with respect to any Person,

(a) any indebtedness (including principal and premium) of such Person, whether or not contingent,

(i) in respect of borrowed money,

(ii) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or, without double counting, reimbursement agreements in respect thereof),

(iii) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except any such balance that constitutes a trade payable or similar obligation to a trade creditor in each case accrued in the ordinary course of business or

(iv) representing any Hedging Obligations,

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP,

(b) Disqualified Stock of such Person,

(c) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise on, the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business), and

(d) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person);

provided, however, (A) that Contingent Obligations incurred in the ordinary course of business and not in respect of borrowed money, (B) items that would appear as a liability upon a balance sheet prepared in accordance with GAAP as a result of the application of EITF 97-10 “The Effects of Lessee Involvement in Asset Construction” and (C) obligations to pay any amount due under any Specified Lease shall be deemed not to constitute Indebtedness.

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“Indenture” means this Indenture, as amended, restated or supplemented from time to time in accordance with the terms hereof.

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant to Persons engaged in a Permitted Business of nationally recognized standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged.

“Initial Purchasers” means Credit Suisse First Boston LLC, Citigroup Global Capital Markets Inc., Banc of America Securities LLC, Deutsche Bank Securities Inc. and Lehman Brothers Inc. and such other initial purchasers party to the Purchase Agreement entered into in connection with the offer and sale of the Notes.

“Interest” means, with respect to the Notes, interest and any Additional Interest on the Notes.

“Interest Payment Date” means the Stated Maturity of an installment of interest on the Notes.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations), advances or capital contributions (including by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others, but excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. If the Issuer or any Subsidiary of the Issuer sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Issuer such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Issuer, the Issuer will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Subsidiary not sold or disposed of in an amount determined as provided in Section 4.11(d) and such Investment in the Equity Interest of such former Subsidiary shall not be considered an Investment in existence on the Issue Date. The acquisition by the Issuer or any Restricted Subsidiary of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Issuer or such Restricted Subsidiary in such third Person at such time. Except as otherwise provided for herein, the amount of an Investment shall be its fair market value at the time the Investment is made and without giving effect to subsequent changes in value.

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For purposes of the definition of “Unrestricted Subsidiary” and Section 4.11, (i) “Investments” shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (x) the Issuer’s “Investment” in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Issuer.

“Issue Date” means July 30, 2004.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Magic Johnson Theatres” means Magic Johnson Theatres, a California partnership.

“Management Agreement” means the Management Agreement by and among LCE Acquisition Corporation, Holdco, LCE Intermediate Holdings, Inc., LCE Holdings, Inc., the Issuer and the Sponsors as in effect on the Issue Date and any amendment thereto (so long as such amendment is not as a whole less favorable to the Holders of the Notes in any respect than the original agreement as in effect on the Issue Date).

“Maturity Date” means August 1, 2014.

“Megabox Cineplex” means Megabox Cineplex, Inc., a South Korean joint venture 50% of the Equity Interests in which are indirectly owned by the Issuer on the Issue Date.

“Mexican Credit Agreement” means that certain credit agreement, dated as of December 26, 2002, among Cadena Mexicana de Exhibición, S.A. de C.V., as Borrower, Grupo Cinemex, S.A. de C.V. and the Subsidiaries listed therein, as Guarantors, Scotiabank Inverlat, S.A., Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat, as

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Syndication Agent, Documentation Agent, Collateral Agent, Co-Bookrunner and Co-Lead Arranger, and BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer, as Administrative Agent, Co-Lead Arranger and Co-Bookrunner, and the Banks listed therein, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, supplemented, modified, renewed, increased, refunded, replaced or refinanced from time to time in one or more agreements or indentures (in each case with the same or new lenders or institutional investors), including any agreement extending the maturity thereof or otherwise restructuring all or any portion of the Indebtedness thereunder or increasing the amount loaned or issued thereunder or altering the maturity thereof.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends or accretion of any Preferred Stock.

“Net Proceeds” means the aggregate cash proceeds (other than Specified Foreign Asset Sale Proceeds) received by the Issuer or any Restricted Subsidiary in respect of any Asset Sale, in each case net of, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), repayment of Indebtedness that is secured by the property or assets that are the subject of such Asset Sale and any deduction of appropriate amounts to be provided by the Issuer as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer after such sale or other disposition thereof, including, without limitation, pension and other post employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Non-Guarantor Restricted Subsidiary” means any Restricted Subsidiary that is not a Guarantor.

“Non-U.S. Person” has the meaning assigned to such term in Regulation S.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

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“Offering Memorandum” means the offering memorandum of the Issuer dated July 22, 2004 relating to the Notes.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer.

“Officers’ Certificate” means a certificate signed on behalf of the Issuer by two Officers of the Issuer, one of whom is the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer, that meets the requirements set forth in this Indenture.

“Opinion of Counsel” means a written opinion from legal counsel (which may be subject to customary exceptions) who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer, a Guarantor or the Trustee.

“Permitted Asset Swap” means any transfer of property or assets by the Issuer or any of its Restricted Subsidiaries in which at least 90% of the consideration received by the transferor consists of properties or assets (other than cash and Investments) that will be used in a Permitted Business; provided that the aggregate fair market value of the property or assets being transferred by the Issuer or such Restricted Subsidiary is not greater than the aggregate fair market value of the property or assets received by the Issuer or such Restricted Subsidiary in such exchange (provided, however, that in the event such aggregate fair market value of the property or assets being transferred or received by the Issuer is (x) less than $30.0 million, such determination shall be made in good faith by the Board of Directors of the Issuer and (y) greater than or equal to $30.0 million, such determination shall be made by an Independent Financial Advisor).

“Permitted Business” means any line of business and any services, activities or businesses incidental or directly related or similar to, any line of business engaged in by the Issuer as of the Issue Date or any business activity that is a reasonable extension, development or expansion thereof or ancillary thereto.

“Permitted Holders” means each of Bain Capital Holdings (Loews) I, L.P. (and its members), Bain Capital AIV (Loews) II, L.P. (and its members), TC Group, L.L.C., Carlyle Partners III Loews, L.P., CP II Coinvestment, L.P., Spectrum Equity Investors IV, L.P., Spectrum Equity Investors Parallel IV, L.P., Spectrum IV Investment Managers’ Fund, L.P., and their respective Affiliates, but not including, however, any portfolio companies of any of the Permitted Holders.

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“Permitted Investments” means

(1) any Investment by the Issuer in any Restricted Subsidiary or by a Restricted Subsidiary in another Restricted Subsidiary;

(2) any Investment in cash and Cash Equivalents;

(3) any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person that is engaged in a Permitted Business if as a result of such Investment (A) such Person becomes a Restricted Subsidiary or (B) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary;

(4) any Investment in securities or other assets not constituting cash or Cash Equivalents and received in connection with an Asset Sale made pursuant to Section 4.13 or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on the Issue Date and any extension, modification or renewal of any such Investments existing on the Issue Date, but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases thereof (other than as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on the Issue Date);

(6) loans and advances to employees made in the ordinary course of business; provided that loans that are forgiven shall continue to be deemed outstanding;

(7) any Investment acquired by the Issuer or any Restricted Subsidiary (A) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (B) as a result of a foreclosure by the Issuer or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(8) Hedging Obligations permitted under clause (10) of the definition of “Permitted Debt” in Section 4.10(b);

(9) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business, and loans and advances to officers,

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directors and employees in connection with the Transactions in an aggregate amount not to exceed $5.0 million;

(10) Investments to the extent such Investments, when taken together with all other Investments made pursuant to this clause (10) and outstanding on the date such Investment is made, do not exceed the greater of (x) $55.0 million and (y) 3.25% of Consolidated Total Assets of the Issuer;

(11) Investments the payment for which consists of Equity Interests of the Issuer or any of its direct or indirect parents (exclusive of Disqualified Stock);

(12) guarantees (including Guarantees) of Indebtedness permitted under Section 4.10 and performance guarantees in the ordinary course of business; and

(13) Investments by the Issuer or a Restricted Subsidiary in joint ventures engaged in a Permitted Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding, not to exceed the greater of (x) $30.0 million (y) 1.75% of Consolidated Total Assets of the Issuer (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value).

“Permitted Junior Securities” means:

(1) Equity Interests in the Issuer or any direct or indirect parent of the Issuer issued pursuant to a plan of reorganization or readjustment; or

(2) unsecured debt securities of the Issuer issued pursuant to a plan of reorganization or readjustment that are subordinated to all Senior Debt (and any debt securities issued in exchange for Senior Debt) to substantially the same extent as, or to a greater extent than, the Notes are subordinated to Senior Debt under this Indenture;

provided that to the extent that any Senior Debt or Guarantor Senior Debt, as the case may be, outstanding on the date of consummation of any such plan of reorganization or readjustment is not paid in full in cash on such date, the holders of any such Senior Debt or Guarantor Senior Debt not so paid in full in cash have consented to the terms of such plan of reorganization or readjustment.

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“Permitted Liens” means the following types of Liens:

(1) deposits of cash or government bonds made in the ordinary course of business to secure surety or appeal bonds to which such Person is a party;

(2) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers’ acceptances issued, and completion guarantees provided for, in each case pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice;

(3) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided further, however, that such Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary;

(4) Liens on property at the time the Issuer or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Issuer or any Restricted Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided further, however, that such Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary;

(5) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary permitted to be incurred in accordance with Section 4.10;

(6) Liens securing Hedging Obligations so long as the related Indebtedness is permitted to be incurred under this Indenture and is secured by a Lien on the same property securing such Hedging Obligation;

(7) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(8) Liens in favor of the Issuer or any Restricted Subsidiary;

(9) Liens to secure any Indebtedness that is incurred to refinance any Indebtedness that has been secured by a Lien existing on the Issue Date or referred to in clauses (3), (4) and (17)(B) of this definition; provided, however, that such Liens (x) are no less favorable to the Holders of the Notes, taken as a whole, and are not more

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favorable to the lienholders with respect to such Liens than the Liens in respect of the Indebtedness being refinanced; and (y) do not extend to or cover any property or assets of the Issuer or any of its Restricted Subsidiaries not securing the Indebtedness so refinanced;

(10) Liens for taxes, assessments or other governmental charges or levies not yet delinquent, or which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted or for property taxes on property that the Issuer or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property;

(11) judgment liens in respect of judgments that do not constitute an Event of Default so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(12) pledges, deposits or security under workmen’s compensation, unemployment insurance and other social security laws or regulations, or deposits to secure the performance of tenders, contracts (other than for the payment of Indebtedness) or leases, or deposits to secure public or statutory obligations, or deposits as security for contested taxes or import or customs duties or for the payment of rent, or deposits or other security securing liabilities to insurance carriers under insurance or self-insurance arrangements, in each case incurred in the ordinary course of business or consistent with past practice;

(13) Liens imposed by law, including carriers’, warehousemen’s, materialmen’s, repairmen’s and mechanics’ Liens, in each case for sums not overdue by more than 30 days or if more than 30 days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted;

(14) encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of business or to the ownership of properties that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business;

(15) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business that do not (x) interfere in any material respect with the

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business of the Issuer or any of its material Restricted Subsidiaries or (y) secure any Indebtedness;

(16) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases or consignments entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business;

(17) (A) other Liens securing Indebtedness for borrowed money with respect to property or assets with an aggregate fair market value (valued at the time of creation thereof) of not more than $15.0 million at any time and (B) Liens securing Indebtedness incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property of such Person; provided, however, that (x) the Lien may not extend to any other property (except for accessions to such property) owned by such Person or any of its Restricted Subsidiaries at the time the Lien is incurred, (y) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens and (z) with respect to Capitalized Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capitalized Lease Obligations; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;

(18) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business, and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(19) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(20) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Issuer or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Issuer or any Restricted Subsidiary in the ordinary course of business;

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(21) Liens solely on any cash earnest money deposits made by the Issuer or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under this Indenture;

(22) banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution; provided that (a) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Issuer in excess of those set forth by regulations promulgated by the Federal Reserve Board or other applicable law and (b) such deposit account is not intended by the Issuer or any Restricted Subsidiary to provide collateral to the depositary institution; and

(23) Liens with respect to the assets of a non-guarantor Restricted Subsidiary securing Indebtedness of such non-guarantor Restricted Subsidiary incurred in accordance with Section 4.10.

“Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends upon liquidation, dissolution or winding up.

“Purchase Agreement” means the Purchase Agreement dated as of June 18, 2004, among LCE Holdings, Inc., the Issuer and the other Persons identified therein, as amended prior to the Issue Date.

“Qualified Foreign Asset Sale” means an Asset Sale (in one or more related transactions) involving the sale of all or substantially all of the assets, or all or substantially all of the Equity Interests held by the Issuer or any of its Restricted Subsidiaries, of (a) Grupo Cinemex, any successor entity thereof, or any of their respective direct or indirect parents or (b) any of the Foreign Specified 50/50 JVs or any successor entity thereof, whether by merger, consolidation or otherwise, in which all of the following conditions are met:

(1) prior to the consummation of such Asset Sale, the Notes are not rated below the rating given to such Notes by each of the Rating Agencies as of the Issue Date;

(2) the Issuer shall, within 20 days of the consummation of such Asset Sale, inform each of the Rating Agencies of the Asset Sale and the potential application of a portion of the proceeds thereof to make Restricted Payments and the amount by which the Issuer’s ability to make Restricted Payments has been enhanced

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as a result of such Asset Sale, and neither Rating Agency shall have issued a downgrade, withdrawal or qualification of the rating given to the Notes as in effect immediately prior to the consummation of such Asset Sale by such Rating Agency within 45 days from the date on which such Rating Agency has been so informed by the Issuer;

(3) on a pro forma basis, after giving effect to such Asset Sale, including the application of the net cash proceeds thereof to repay outstanding Indebtedness of the Issuer, its Restricted Subsidiaries or the Foreign Specified 50/50 JV which is the subject of the applicable Qualified Foreign Asset Sale substantially concurrently with such Asset Sale and the change in Attributable EBITDA following such Asset Sale, the Issuer’s Consolidated Attributable Leverage Ratio as of the date such Asset Sale is consummated would not be higher than its Consolidated Attributable Leverage Ratio on the date immediately prior to the consummation of such Asset Sale;

(4) on a pro forma basis, after giving effect to such Asset Sale, including the application of the net cash proceeds of such Asset Sale to repay outstanding Indebtedness of the Issuer, its Restricted Subsidiaries or the Foreign Specified 50/50 JV which is the subject of the applicable Qualified Foreign Asset Sale substantially concurrently with such Asset Sale and the change in Attributable EBITDA following such Asset Sale, the Issuer’s Consolidated Attributable Leverage Ratio as of the date such Asset Sale is consummated would not be higher than its Consolidated Attributable Leverage Ratio on the Issue Date;

(5) on a pro forma basis, after giving effect to such Asset Sale, including the application of the net cash proceeds to repay outstanding Indebtedness of the Issuer, its Restricted Subsidiaries or the Foreign Specified 50/50 JV which is the subject of the applicable Qualified Foreign Asset Sale substantially concurrently with such Asset Sale, the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Attributable Fixed Charge Coverage Ratio test set forth in Section 4.10(a); and

(6) as of the date such Asset Sale is consummated, no Default or Event of Default has occurred and is continuing or would occur as a result thereof.

For purposes of this definition, reference to Grupo Cinemex’s or its successor entity’s direct or indirect parents will only include any direct or indirect parent company of Grupo Cinemex or such successor entity whose only significant asset is its direct or indirect equity ownership of Grupo Cinemex or such successor entity.

“Qualified Institutional Buyer” or “QIB” shall have the meaning specified in Rule 144A under the Securities Act.

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“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Permitted Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Board of Directors in good faith, except that in the event the value of any such assets or Capital Stock exceeds $20.0 million, the fair market value shall be determined by an Independent Financial Advisor.

“Rating Agencies” means (i) S&P and Moody’s or (ii) if S&P or Moody’s or both of them shall not make ratings of the Notes publicly available, a nationally recognized U.S. rating agency or agencies, as the case may be, selected by the Issuer, which will be substituted for S&P or Moody’s or both, as the case may be.

“Record Date” means the applicable Record Date specified in the Notes; provided that if any such date is not a Business Day, the Record Date shall be the first day immediately preceding such specified day that is a Business Day.

“Redemption Date,” when used with respect to any Note to be redeemed, means the date fixed for such redemption pursuant to this Indenture and the Notes.

“Redemption Price,” when used with respect to any Note to be redeemed, means the price fixed for such redemption, payable in immediately available funds, pursuant to this Indenture and the Notes.

“refinance” means to extend, refinance, renew, replace, defease or refund, including successively; and “refinancing” and “refinanced” shall have correlative meanings.

“Registered Exchange Offer” shall have the meaning set forth in the Registration Rights Agreement.

“Registration Rights Agreement” means (a) the Registration Rights Agreement dated as of July 30, 2004, among the Issuer, the Guarantors and the Initial Purchasers relating to the Notes and (b) any other similar Registration Rights Agreement relating to Additional Notes.

“Regulation S” means Regulation S under the Securities Act.

“Representative” means the trustee, agent or representative (if any) for an issue of Designated Senior Debt; provided that if, and for so long as, any Designated Senior Debt lacks such a representative, then the Representative for such Designated Senior Debt shall at all times constitute the holders of a majority in outstanding principal amount of such Designated Senior Debt.

“Responsible Officer” means, when used with respect to the Trustee, any officer in the Corporate Trust Office of the Trustee to whom any corporate trust matter is

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referred because of such officer’s knowledge of and familiarity with the particular subject and shall also mean any officer who shall have direct responsibility for the administration of this Indenture.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Issuer (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of Restricted Subsidiary.

“Revolving Credit Facility” means the revolving credit facility contained in the Credit Agreement and any other facility or financing arrangement, including any refinancing, extension, renewal, refund, repayment, redemption, defeasance, retirement or issuance of other Indebtedness in exchange or replacement thereof, in whole or in part.

“Rule 144A” means Rule 144A under the Securities Act.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor to its rating business.

“Secured Debt” means any Indebtedness secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Senior Debt” means the principal of, premium, if any, and interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed or allowable claim under applicable law) on any Indebtedness of the Issuer, whether outstanding on the Issue Date or thereafter created, incurred or assumed, unless, in the case of any particular obligation, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such obligation shall not be senior in right of payment to the Notes. Without limiting the generality of the foregoing, “Senior Debt” shall also include the principal of, premium, if any, interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed or allowable claim under applicable law) on, and all other amounts owing in respect of (including guarantees of the foregoing obligations):

(1) all monetary obligations of every nature of the Issuer under, or with respect to, the Credit Agreement, including, without limitation, obligations to pay principal, premium and interest, reimbursement obligations under letters of credit, fees, expenses and indemnities (and guarantees thereof); and

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(2) all Hedging Obligations (and guarantees thereof),

in each case whether outstanding on the Issue Date or thereafter incurred.

Notwithstanding the foregoing, “Senior Debt” shall not include:

(1) any Indebtedness of the Issuer to a Subsidiary of the Issuer;

(2) Indebtedness to, or guaranteed on behalf of, any director, officer or employee of the Issuer or any Subsidiary of the Issuer (including, without limitation, amounts owed for compensation), other than guarantees under the Credit Agreement;

(3) trade payables;

(4) Indebtedness represented by Capital Stock;

(5) any liability for federal, state, local or other taxes owed or owing by the Issuer;

(6) that portion of any Indebtedness incurred in violation of Section 4.10;

(7) Indebtedness which, when incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to the Issuer; and

(8) any Indebtedness which is, by its express terms, subordinated in right of payment to any other Indebtedness of the Issuer.

“Shelf Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof.

“Specified Financings” means the financings included in the Transactions and this offering of the Notes.

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“Specified 50/50 JVs” means each of (a) Megabox Cineplex, (b) Yelmo Cineplex, (c) Magic Johnson Theatres, (d) Universal Cineplex Odeon Joint Venture, (e) Citywalk Big Screen Theatres Joint Venture, (f) Allied Crescent Advertising Company and (g) Loews Kaplan Cinema Associates Partnership; provided that if the Issuer shall cease to own at least 50% of the Equity Interests in any such joint venture, such joint venture shall cease to constitute a Specified 50/50 JV.

“Specified Foreign Asset Sale Proceeds” means an amount equal to the Specified Percentage of the net cash proceeds from the sale (in one or more related transactions) of assets of, or Equity Interests held by the Issuer or any of its Restricted Subsidiaries in, Grupo Cinemex any successor entity thereof, or any of their respective direct or indirect parent holding companies or any Foreign Specified 50/50 JV or any successor entity thereof, whether by merger, consolidation or otherwise, pursuant to a Qualified Foreign Asset Sale that remain after the application of any such proceeds as follows:

First, to permanently repay (including as a result of the assumption of debt by the acquirer in a Qualified Foreign Asset Sale) Indebtedness of the entity that is the subject of the Specified Foreign Asset Sale substantially concurrently with such sale,

Second, to return to the Issuer and its Restricted Subsidiaries an amount equal to the fair market value (at the time when made) of any net Investments made in Grupo Cinemex, any successor entity thereof or any of their respective direct or indirect parent holding companies, or any Foreign Specified 50/50 JV or any successor entity thereof, as applicable, by the Issuer or any Restricted Subsidiary following the Issue Date, and

Third, to permanently repay Indebtedness of the Issuer or any Restricted Subsidiary (other than Grupo Cinemex, any successor entity thereof, or any of their respective direct or indirect parent holding companies) substantially concurrently with the Qualified Foreign Asset Sale; provided, however, that such repayment shall only be effected if the sum of the amounts applied pursuant to the first and second items above are not sufficient to satisfy the conditions set forth in the definition of “Qualified Foreign Asset Sale” and then only to the extent required to satisfy such conditions.

Notwithstanding the foregoing, the Chief Financial Officer of the Issuer may deliver to the Trustee a certificate certifying that the Issuer has elected not to treat such net cash proceeds as Specified Foreign Asset Sale Proceeds and has not made any Restricted Payments permitted by clause (16) of Section 4.11(b) with respect to such net cash proceeds. Immediately following the delivery of such certificate, the net cash proceeds from such Qualified Foreign Asset Sale will be deemed not to constitute Specified Foreign Asset Sale Proceeds and will be applied as provided for under Section 4.13.

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For purposes of this definition, reference to Grupo Cinemex’s or its successor entity’s direct or indirect parent holding companies will only include any direct or indirect parent holding company of Grupo Cinemex or such successor entity whose only significant asset is its direct or indirect equity ownership of Grupo Cinemex or such successor entity.

“Specified Leases” means (i) the Lease Agreement dated March 26, 2003 (as the same may be amended) between Capital Centre LLC, as landlord, and Farmers Cinemas, Inc., as tenant, with respect to a portion of the Boulevard at Capital Centre, Largo, Maryland; (ii) the Lease Agreement between Westland Garden State Plaza Limited Partnership, as landlord, and Loews Garden State Cinemas, LLC, as tenant (undated lease presently being held in escrow) with respect to a portion of the Garden State Plaza in Paramus, New Jersey; and (iii) proposed Lease Agreement between Starwood Ceruzzi CE LLC, as landlord, and Lewisville Cinemas, LLC, as tenant, with respect to a portion of Aviation Plaza in Linden, New Jersey.

“Specified Percentage” means 50% if the Consolidated Attributable Leverage Ratio is more than 5.5:1.0, 75% if the Consolidated Attributable Leverage Ratio is 5.5:1.0 or less but more than 4.75:1.0, and 100% if the Consolidated Attributable Leverage Ratio is 4.75:1.0 or less.

“Sponsors” means Bain Capital Partners, LLC, TC Group, L.L.C. (an Affiliate of The Carlyle Group) and Applegate and Collatos, Inc. (an Affiliate of Spectrum Equity Investors) and their respective Affiliates, but not including, however, any portfolio company of any of the Sponsors.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Stockholders Agreement” means the Stockholders Agreement dated as of July 30, 2004 among LCE Holdings, Inc., LCE Intermediate Holdings, Inc., the Issuer, the Permitted Holders and the other stockholders party thereto.

“Subordinated Indebtedness” means (a) with respect to the Issuer, any Indebtedness of the Issuer that is by its terms subordinated in right of payment to the Notes and (b) with respect to any Guarantor of the Notes, any Indebtedness of such Guarantor that is by its terms subordinated in right of payment to its Guarantee of the Notes.

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“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity, of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership, joint venture, limited liability company or similar entity of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise and (y) such Person or any Wholly Owned Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

Notwithstanding that it may be accounted for on a consolidated basis in accordance with GAAP, Magic Johnson Theatres shall not be deemed to be a Subsidiary of the Issuer unless following the Issue Date the Issuer acquires more than 50% of the Equity Interests of Magic Johnson Theatres, which at such time Magic Johnson Theatres shall become a Subsidiary of the Issuer; provided that Magic Johnson Theatres shall not be deemed a Restricted Subsidiary except pursuant to the second to last sentence of the definition of Unrestricted Subsidiary.

“Termination Fees” means the one-time payment under the Management Agreement of a termination fee to one or more of the Sponsors and their Affiliates (other than portfolio companies) in the event of either a Change of Control or the completion of a registered initial public offering of the common stock of the Issuer.

“Term Loan Facility” means the term loan facility (including the delayed draw term loan facility) contained in the Credit Agreement and any other facility or financing arrangement, including any refinancing, extension, renewal, refund, repayment, redemption, defeasance, retirement or issuance of other Indebtedness in exchange or replacement thereof, in whole or in part.

“Transactions” means the transactions contemplated by (i) the Purchase Agreement, (ii) the Credit Agreement and (iii) the offering of the Notes.

“Trustee” means the party named as such in this Indenture until a successor replaces it in accordance with the provisions of this Indenture and thereafter means such successor.

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“Unrestricted Subsidiary” means (i) any Subsidiary of the Issuer that at the time of determination is an Unrestricted Subsidiary (as designated by the Board of Directors of the Issuer, as provided below) and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than any Subsidiary of the Subsidiary to be so designated); provided that (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other equity interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Issuer, (b) such designation complies with Section 4.11 and (c) each of (I) the Subsidiary to be so designated and (II) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default or Event of Default shall have occurred and (1) the Issuer could incur $1.00 of additional Indebtedness pursuant to the Attributable Fixed Charge Coverage Ratio test set forth in Section 4.10(a), or (2) the Attributable Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation. Any such designation by the Board of Directors shall be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the board resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Dollar Equivalent” means with respect to any monetary amount in a currency other than U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as published in The Wall Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two business days prior to such determination.

Except as provided under Section 4.10, whenever it is necessary to determine whether the Issuer has complied with any covenant in this Indenture or a Default has occurred and an amount is expressed in a currency other than U.S. dollars, such amount will be treated as the U.S. Dollar Equivalent determined as of the date such amount is initially determined in such currency.

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“U.S. Government Securities” means securities that are

(a) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or

(b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Securities or a specific payment of principal of or interest on any such U.S. Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Securities or the specific payment of principal of or interest on the U.S. Government Securities evidenced by such depository receipt.

“U.S. Legal Tender” means such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

“Wholly Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

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“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares and shares issued to foreign nationals under applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person.

“Yelmo Cineplex” means Yelmo Cineplex S.L., a Spanish joint venture 50% of the Equity Interests in which are indirectly owned by the Issuer on the Issue Date.

SECTION 1.02. Other Definitions.

Term	Defined in Section
“Acceleration Notice”	6.02
“Additional Restricted Notes”	2.01
“Additional Notes”	Preamble
“Affiliate Transaction”	4.14
“Agent Members”	2.01
“Alternate Offer”	4.09
“Asset Sale Offer”	4.13
“Asset Sale Offer Amount”	4.13
“Asset Sale Payment”	4.13
“Asset Sale Payment Date”	4.13
“Authenticating Agent”	2.02
“Change of Control Offer”	4.09
“Change of Control Payment”	4.09
“Change of Control Payment Date”	4.09
“Covenant Defeasance”	8.02
“Definitive Note”	2.01
“DTC”	2.01
“Event of Default”	6.01
“Excess Proceeds”	4.13
“Exchange Global Note”	2.01

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Term	Defined in Section
“Exchange Notes”	Preamble
“Global Notes”	2.01
“Guarantee Obligations”	11.01
“IAI”	2.01
“incur”	4.10
“Initial Notes”	Preamble
“Institutional Accredited Investor Global Note”	2.01
“Institutional Accredited Investor Notes”	2.01
“Issue Order”	2.02
“Legal Defeasance”	8.02
“Non-payment Default”	10.02
“Notes”	Preamble
“Paying Agent”	2.03
“Payment Blockage Notice”	10.02
“Payment Blockage Period”	10.02
“Payment Default”	10.02
“Permanent Regulation S Global Note”	2.01
“Permitted Debt”	4.10
“Private Placement Legend”	2.01
“Refinancing Indebtedness”	4.10
“Refunding Capital Stock”	4.11
“Registrar”	2.03
“Regulation S Global Note”	2.01
“Regulation S Legend”	2.01
“Regulation S Notes”	2.01
“Resale Restriction Termination Date”	2.06
“Restricted Payments”	4.11

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Term	Defined in Section
“Restricted Period”	2.01
“Restricted Notes”	2.01
“Retired Capital Stock”	4.11
“Rule 144A Global Note”	2.01
“Rule 144A Notes”	2.01
“Successor Company”	5.01
“Successor Guarantor”	11.05
“Temporary Regulation S Global Note”	2.01

SECTION 1.03. Incorporation by Reference of TIA.

Whenever this Indenture refers to a provision of the TIA, such provision is incorporated by reference in, and made a part of, this Indenture. The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes.

“indenture security holder” means a Holder or a Noteholder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

“obligor” on the indenture securities means the Issuer or any other obligor on the Notes.

All other TIA terms used in this Indenture that are defined by the TIA, defined by the TIA reference to another statute or defined by Commission rule and not otherwise defined herein have the meanings assigned to them therein.

SECTION 1.04. Rules of Construction.

Unless the context otherwise requires:

(1) a term has the meaning assigned to it herein, whether defined expressly or by reference;

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(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3) “or” is not exclusive;

(4) words in the singular include the plural, and words in the plural include the singular;

(5) words used herein implying any gender shall apply to both genders;

(6) provisions apply to successive events and transactions;

(7) “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

(8) the words “including,” “includes” and similar words shall be deemed to be followed by “without limitation”;

(9) references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the Commission from time to time;

(10) the principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP;

(11) the principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater;

(12) unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP;

(13) “$” and “U.S. Dollars” each refer to United States dollars, or such other money of the United States of America that at the time of payment is legal tender for payment of public and private debts; and

(14) whenever in this Indenture there is mentioned, in any context, principal, interest or any other amount payable under or with respect to any Notes, such mention shall be deemed to include mention of the payment of Additional Interest, to the extent that, in such context, Additional Interest is, was or would be payable in respect thereof.

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ARTICLE TWO

THE NOTES

SECTION 2.01. Form, Dating and Terms.

(a) The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Notes issued on the date hereof will be in an aggregate principal amount of $315,000,000. In addition, the Issuer may issue, from time to time in accordance with the provisions of this Indenture and subject to Section 4.10, Additional Notes and Exchange Notes. Furthermore, Notes may be authenticated and delivered upon registration or transfer, or in lieu of, other Notes pursuant to Section 2.06, 2.07, 2.10 or 9.06 or in connection with a Change of Control Offer pursuant to Section 4.09 or an Asset Sale Offer pursuant to Section 4.13.

The Initial Notes shall be known and designated as “9% Senior Subordinated Notes, Series A, due 2014” of the Issuer. Additional Notes issued as securities bearing one of the restrictive legends described in Section 2.01(d) (“Restricted Notes”) shall be known and designated as “9% Senior Subordinated Notes, Series A, due 2014” of the Issuer. Additional Notes issued other than as Restricted Notes shall be known and designated as “9% Senior Subordinated Notes, Series B, due 2014” of the Issuer, and Exchange Notes shall be known and designated as “9% Senior Subordinated Notes, Series B, due 2014” of the Issuer.

With respect to any Additional Notes, the Issuer shall set forth in (a) a Board Resolution of the Issuer and (b) (i) an Officers’ Certificate or (ii) one or more indentures supplemental hereto, a copy of each of which shall be delivered to the Trustee, the following information:

(1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture and the provision of Section 4.10 that the Issuer is relying on to issue such Additional Notes;

(2) the issue price and the issue date and the CUSIP number of such Additional Notes, including the date from which interest shall accrue; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have “original issue discount” within the meaning of Section 1273 of the Code; and

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(3) whether such Additional Notes shall be Restricted Notes issued in the form of 9% Senior Subordinated Notes, Series A, due 2014 or 9% Senior Subordinated Notes, Series B, due 2014.

The Initial Notes, the Additional Notes and the Exchange Notes shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Notes, the Additional Notes and the Exchange Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Notes, the Additional Notes or the Exchange Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent.

If any of the terms of any Additional Notes are established by action taken pursuant to Board Resolutions of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional Notes.

(b) The Initial Notes are being offered and sold by the Issuer pursuant to the Purchase Agreement related to such Initial Notes. The Initial Notes and any Additional Notes (if issued as Restricted Notes) (the “Additional Restricted Notes”) will be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Notes and Additional Restricted Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and certain institutional accredited investors (“IAI”s) in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Additional Notes offered after the date hereof may be offered and sold by the Issuer from time to time pursuant to one or more purchase agreements in accordance with applicable law.

Initial Notes and Additional Restricted Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the “Rule 144A Notes”) shall be issued in the form of a permanent global Note, without interest coupons, substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.01(d) (the “Rule 144A Global Note”), deposited with the Trustee, as custodian for The Depository Trust Company (“DTC”), duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided.

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Initial Notes and Additional Notes offered and sold outside the United States of America (the “Regulation S Notes”) in reliance on Regulation S shall initially be issued in the form of a temporary global Note (the “Temporary Regulation S Global Note”), without interest coupons. Beneficial interests in the Temporary Regulation S Global Note will be exchangeable for beneficial interests in (a) a corresponding permanent global Note, without interest coupons, substantially in the form of Exhibit A, including appropriate legends as set forth in Section 2.01(d) (the “Permanent Regulation S Global Note” and, together with the Temporary Regulation S Global Note, each a “Regulation S Global Note”), (b) a Rule 144A Global Note, (c) an Institutional Accredited Investor Global Note (as defined below) or (d) a definitive note in registered certified form (a “Definitive Note”), in each case, after the expiration of the period beginning with the later of the commencement of the offering of the Initial Notes and the Issue Date and ending on the 40^th day thereafter (such period through and including such 40th day, the “Restricted Period”) and then only upon delivery of the certification in the form attached hereto as Exhibit F and in the case of an exchange for an interest in an Institutional Accredited Investor Global Note, upon delivery of the certification in the form attached hereto as Exhibit E. Each Regulation S Global Note will be deposited upon issuance with, or on behalf of, the Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee in the manner described in this Article Two for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at Euroclear or Clearstream.

The Regulation S Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided.

Initial Notes and Additional Notes resold to IAIs (the “Institutional Accredited Investor Notes”) in the United States of America shall be issued in the form of a permanent global Note, without interest coupons, substantially in the form of Exhibit A, including appropriate legends as set forth in Section 2.01(d) (the “Institutional Accredited Investor Global Note”) deposited with the Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided.

Exchange Notes exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Note, substantially in the form of Exhibit A, which is hereby

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incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.01(d) (the “Exchange Global Note”). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate.

The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the “Global Notes.”

Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder will be made by (a) wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than three Business Days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion) or, if no such account is specified, (b) check mailed to the address of the Person entitled thereto as such address shall appear on the registry maintained by the Registrar. All other payments on the Notes shall be payable at the office or agency of the Issuer maintained for such purpose in the Borough of Manhattan, The City of New York, State of New York, or at such other office or agency of the Issuer as may be maintained for such purpose pursuant to Section 2.03.

The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and in Section 2.01(d). The Issuer and the Trustee shall approve the forms of the Notes and any notation, endorsement or legend on them. Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture and, to the extent applicable, the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

(c) Denominations. The Notes shall be issuable only in fully registered form, without coupons, and only in denominations of $1,000 and an integral multiple thereof.

(d) Restrictive Legends. Unless and until (i) an Initial Note is sold under an effective registration statement or (ii) an Initial Note is exchanged for an Exchange Note in connection with an effective registration statement, in each case pursuant to the Registration Rights Agreement or a similar agreement,

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(1) the Rule 144A Global Note and the Institutional Accredited Investor Global Note shall bear the legend set forth in Exhibit B hereto (the “Private Placement Legend”) on the face thereof.

(2) the Regulation S Global Note shall bear the legend set forth in Exhibit C hereto (the “Regulation S Legend”) on the face thereof.

(3) Each Global Note, whether or not an Initial Note, shall bear the legend set forth in Exhibit D hereto on the face thereof.

(4) General. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

The Registrar shall retain for a period of two years copies of all letters, notices and other written communications received pursuant to this Section 2.01. The Issuer shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable notice to the Registrar.

(e) Book-Entry Provisions.

(i) This Section 2.01(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC.

(ii) Each Global Note initially shall (x) be registered in the name of DTC for such Global Note or the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC and (z) bear legends as set forth in Section 2.01(d).

(iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Note, and DTC may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.

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(iv) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to subsection (f) of this Section 2.01 to beneficial owners who are required to hold Definitive Notes, the Notes Custodian shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Notes of like tenor and amount.

(v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to subsection (f) of this Section 2.01, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations.

(vi) The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

(vii) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

(f) Definitive Notes. (i) Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. If required to do so pursuant to any applicable law or regulation, beneficial owners may obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. In addition, Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and, in each case, a successor depositary is not appointed by the Issuer within 90 days of such notice or, (B) the Issuer in its sole discretion executes and delivers to the Trustee and Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable or (C) a Default has occurred and is continuing and the Registrar has received a request from DTC to exchange the beneficial

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owners’ interest in Global Notes for Definitive Notes. In the event of the occurrence of any of the events specified in clause (A), (B) or (C) of the preceding sentence, the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons.

(ii) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.01(e)(iv) or (v) shall, except as otherwise provided by Section 2.06(c), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.01(d).

(iii) In connection with the exchange of a portion of a Definitive Note for a beneficial interest in a Global Note, (A) the Trustee shall cancel such Definitive Note and (B) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the transferring Holder, a new Definitive Note representing the principal amount not so transferred.

SECTION 2.02. Execution and Authentication.

One Officer shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.

A Note shall not be valid and shall not be entitled to any benefit under this Indenture until an authorized signatory of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenticated, issued and delivered under this Indenture. A Note shall be dated the date of its authentication.

At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $315,000,000, (2) subject to the terms of this Indenture (including Section 4.10), Additional Notes for original issue in an unlimited principal amount and (3) Exchange Notes for issue only in a Registered Exchange Offer or upon resale under an effective Shelf Registration Statement, and only in exchange for Initial Notes or Additional Notes of an equal principal amount, in each case upon a written order of the Issuer signed by an Officer of the Issuer (the “Issuer Order”). Such Issuer Order shall (a) specify whether the Notes will be in the form of Definitive Notes or Global Notes, (b) the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated, (c) and whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes and (d) in the case of any issuance of Additional Notes, certify that such issuance is in compliance with Section 4.10 of the Indenture.

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The Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

In case the Issuer, pursuant to Article Five, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Five, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

SECTION 2.03. Registrar and Paying Agent.

The Issuer shall maintain (a) an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”), (b) an office or agency in the Borough of Manhattan, The City of New York, the State of New York, where the Notes may be presented for payment (the “Paying Agent”) and (c) an office or agency where notices and demands to or upon the Issuer, if any, in respect of the Notes and this Indenture may be served. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer may have one or more co-registrars and one or more additional Paying Agents. The term “Registrar” includes any co-registrars. The Issuer or any Restricted Subsidiary may act as Registrar or Paying Agent. The term “Paying Agent” includes any additional paying agent.

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The Issuer shall enter into an appropriate agency agreement, which shall incorporate the provisions of the TIA, with any Agent that is not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or any required co-registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such and shall be entitled to appropriate compensation in accordance with Section 7.07.

The Issuer initially appoints the Trustee as Registrar and Paying Agent for service of notices and demands in connection with the Notes and this Indenture.

The Issuer may change the paying agents, the registrars or the transfer agents without prior notice to the Holders. Any of the Issuer’s Wholly Owned Subsidiaries may act as a transfer agent.

The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York for such purposes.

SECTION 2.04. Paying Agent To Hold Assets in Trust.

Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer, one or more of the Guarantors or any other obligor on the Notes), and the Issuer and each Paying Agent shall notify the Trustee of any Default by the Issuer (or any other obligor on the Notes) in making any such payment. Money held in trust by a Paying Agent need not be segregated except as required by law and in no event shall a Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. The Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to a Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed. Upon making such payment, such Paying Agent shall have no further liability for the money delivered to the Trustee. The provisions of Article Ten applicable to the Trustee shall apply to the Paying Agents, mutatis mutandis.

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SECTION 2.05. Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least two (2) Business Days prior to each Interest Payment Date and at such other times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders, which list may be conclusively relied upon by the Trustee.

SECTION 2.06. Transfer and Exchange.

(a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Note or an Institutional Accredited Investor Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuer or any Affiliate of the Issuer was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”):

(i) a transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Note that (A) it is purchasing for its own account or an account with respect to which it exercises sole investment discretion, (B) it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, (C) it is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and (D) it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A;

(ii) a transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Exhibit E from the proposed transferee and, if requested by the Issuer or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and

(iii) a transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Exhibit F from the proposed transferee and, if requested

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by the Issuer or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them.

(b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Note after the expiration of the Restricted Period:

(i) a transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the Note, that (A) it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion, (B) it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, (C) it is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and (D) it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A;

(ii) a transfer of a Regulation S Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Exhibit E from the proposed transferee and, if requested by the Issuer or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and

(iii) a transfer of a Regulation S Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Exhibit F hereof from the proposed transferee and, if requested by the Issuer or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them.

Prior to the expiration of the Restricted Period, interests in the Temporary Regulation S Global Note may only be transferred (i) to the Issuer, (ii) in an offshore transaction in accordance with Regulation S (other than a transaction resulting in an exchange for interest in a Permanent Regulation S Global Note), or (iii) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States.

(c) Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes not bearing a Restricted Notes Legend, the Registrar shall deliver Notes that do not bear a Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes bearing a Restricted Notes Legend, the Registrar shall deliver only Notes that bear a Restricted Notes

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Legend unless (i) Initial Notes are being exchanged for Exchange Notes in a Registered Exchange Offer in which case the Exchange Notes shall not bear a Restricted Notes Legend, (ii) an Initial Note is being transferred pursuant to the Shelf Registration Statement or other effective registration statement or (iii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Issuer and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. Any Additional Notes sold in a registered offering shall not be required to bear the Restricted Notes Legend. Any Additional Restricted Notes sold in a private offering shall bear the legends set forth in Exhibits B and C, as applicable.

(d) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.01 or this Section 2.06. The Issuer shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable prior written notice to the Registrar.

(e) Obligations with Respect to Transfers and Exchanges of Notes.

(i) To permit registrations of transfers and exchanges, the Issuer shall, subject to the other terms and conditions of this Article Two, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s request.

(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Issuer may require the Holder to pay a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 9.06).

(iii) The Issuer (and the Registrar) shall not be required to register the transfer of or exchange of any Note for a period (1) beginning 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing, (2) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part, and (3) during a Change of Control Offer, an Alternate Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer, Alternate Offer or Asset Sale Offer and not withdrawn.

(iv) Prior to the due presentation for registration of transfer of any Note, the Issuer, the Trustee, the Paying Agent or the Registrar may deem and

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treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Issuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.

(v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.01(e) shall, except as otherwise provided by Section 2.06(c), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d).

(vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

(f) No Obligation of the Trustee.

(i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, DTC or other Person with respect to the accuracy of the records of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through DTC subject to the applicable rules and procedures of DTC. The Trustee may rely and shall be fully protected in relying upon information furnished by DTC with respect to its members, participants and any beneficial owners.

(ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among DTC participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are

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expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

SECTION 2.07. Replacement Notes.

If a mutilated Note is surrendered to the Registrar or the Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Note if the Holder of such Note (a) furnishes to the Issuer and the Trustee evidence reasonably acceptable to them of the ownership and the destruction, loss or theft of such Note and (b) satisfies the requirements of Section 8-405 of the New York Uniform Commercial Code as in effect on the date of this Indenture. If required by the Trustee or the Issuer, an indemnity bond shall be posted, sufficient in the judgment of all to protect the Issuer, the Guarantors, if any, the Trustee or any Paying Agent from any loss that any of them may suffer if such Note is replaced. The Issuer may charge such Holder for the Issuer’s reasonable out-of-pocket expenses in replacing such Note, and the Trustee may charge the Issuer for the Trustee’s expenses (including, without limitation, attorneys’ fees and disbursements) in replacing such Note. Every replacement Note shall constitute a contractual Obligation of the Issuer.

SECTION 2.08. Outstanding Notes.

The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except (a) those canceled by the Trustee, (b) those Notes delivered to the Trustee for cancellation, (c) to the extent set forth in Sections 8.01 and 8.02, on or after the date the conditions set forth in Section 8.01 or 8.02 have been satisfied and (d) those Notes described in this Section as not outstanding. A Note does not cease to be outstanding because the Issuer or any of its Affiliates holds the Note (subject to the provisions of Section 2.09).

If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Issuer. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07.

If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Maturity Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Securities sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

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SECTION 2.09. Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or any of its Affiliates shall be disregarded, except that, for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be disregarded.

SECTION 2.10. Temporary Notes.

Until definitive Notes are ready for delivery, the Issuer may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Issuer considers appropriate for temporary Notes. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes. Until such exchange, temporary Notes shall be entitled to the same rights, benefits and privileges as definitive Notes. Notwithstanding the foregoing, so long as the Notes are represented by a Global Note, such Global Note may be in typewritten form.

SECTION 2.11. Cancellation.

The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for transfer, exchange or payment. The Trustee and no one else, shall cancel and destroy (subject to the record retention requirements of the Exchange Act) all Notes surrendered for registration of transfer, exchange, payment or cancellation and deliver a certificate of destruction to the Issuer unless the Issuer directs the Trustee to deliver canceled Notes to the Issuer. Subject to Section 2.07, the Issuer may not issue new Notes to replace Notes that it has paid or delivered to the Trustee for cancellation. If the Issuer or any Guarantor shall acquire any of the Notes, such acquisition shall not operate as a redemption or satisfaction of the Indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for cancellation pursuant to this Section 2.11.

At such time as all beneficial interests in a Global Note have either been exchanged for Definitive Notes, transferred, redeemed, repurchased or canceled, such Global Note shall be returned by DTC to the Trustee for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the custodian for such Global Note) with respect to such Global Note, by the Trustee or the custodian, to reflect such reduction.

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SECTION 2.12. Defaulted Interest.

If the Issuer defaults in a payment of interest on the Notes, it shall, unless the Trustee fixes another Record Date pursuant to Section 6.10, pay the defaulted interest then borne by the Notes, plus (to the extent lawful) any interest payable on the defaulted interest, in accordance with the terms hereof. The Issuer may pay the defaulted interest to the persons who are Holders on a subsequent special Record Date, which special Record Date shall be the fifteenth day next preceding the date fixed by the Issuer for the payment of defaulted interest or the next succeeding Business Day if such date is not a Business Day. At least 15 days before any such subsequent special Record Date, the Issuer shall mail to each Holder, with a copy to the Trustee, a notice that states the subsequent special Record Date, the payment date, the amount of defaulted interest and the amount of interest payable on such defaulted interest, if any, to be paid. The Issuer may make payment of any defaulted interest in any other lawful manner not inconsistent with the requirements (if applicable) of any securities exchange on which the Notes may be listed and, upon such notice as may be required by such exchange, if, after written notice given by the Issuer to the Trustee of the proposed payment pursuant to this sentence, such manner of payment shall be deemed practicable by the Trustee.

SECTION 2.13. CUSIP, ISIN and “Common Code” Numbers.

The Issuer in issuing the Notes may use CUSIP numbers, ISINs and “Common Code” numbers (if then generally in use) and, if so, the Trustee shall use, as applicable, CUSIP numbers, ISINs and “Common Code” numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness or accuracy of such numbers, either as printed on the Notes or as contained in any notice of a redemption, that reliance may be placed only on the other identification number(s) printed on the Notes. The Issuer shall advise the Trustee of any change in the CUSIP numbers, ISINs and “Common Code” numbers.

SECTION 2.14. Deposit of Moneys.

Prior to 10:00 a.m. New York City time, on each Interest Payment Date, Maturity Date, Redemption Date, Change of Control Payment Date and Asset Sale Payment Date, the Issuer shall have deposited with the Paying Agent in immediately available funds U.S. Legal Tender sufficient to make cash payments, if any, due on such Interest Payment Date, Maturity Date, Redemption Date, Change of Control Payment Date and Asset Sale Payment Date, as the case may be, in a timely manner which permits the Paying Agent to remit payment to the Holders on such Interest Payment Date, Maturity Date, Redemption Date, Change of Control Payment Date and Asset Sale Payment Date, as the case may be. The principal and interest on Global Notes shall be payable to the Depository or its nominee, as the sole registered owner and the sole Holder of the Global Notes represented thereby. The

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principal and interest on Definitive Notes shall be payable, either in person or by mail, at the office of the applicable Paying Agent.

SECTION 2.15. Computation of Interest.

Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months and actual days elapsed.

SECTION 2.16. Calculation of Principal Amount of Notes.

The aggregate principal amount of the Notes, at any date of determination, shall be principal amount of the Notes at such date of determination. With respect to any matter requiring consent, waiver, approval or other action of the Holders of a specified percentage of the principal amount of all the Notes, such percentage shall be calculated, on the relevant date of determination, by dividing (a) the principal amount, as of such date of determination, of Notes, the Holders of which have so consented, by (b) the aggregate principal amount, as of such date of determination, of the Notes then outstanding, in each case, as determined in accordance with the preceding sentence and Section 2.08 of this Indenture. Any such calculation made pursuant to this Section 2.16 shall be made by the Issuer and delivered to the Trustee pursuant to an Officers’ Certificate.

ARTICLE THREE

REDEMPTION

SECTION 3.01. Notices to Trustee.

If the Issuer elects to redeem Notes pursuant to Section 5 or Section 6 of the Notes, it shall notify the Trustee in writing of the Redemption Date, the Redemption Price and the principal amount of Notes to be redeemed. The Issuer shall give notice of redemption to the Paying Agent and Trustee at least 30 days but not more than 60 days before the Redemption Date (unless a shorter notice shall be agreed to by the Trustee in writing), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained herein.

SECTION 3.02. Selection of Notes To Be Redeemed.

If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption as follows:

(1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; or

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(2) if the Notes are not listed on any securities exchange, on a pro rata basis to the extent practicable.

No Notes of $1,000 or less shall be redeemed in part.

SECTION 3.03. Notice of Redemption.

At least 30 days but not more than 60 days before a Redemption Date, the Issuer shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture. At the Issuer’s request, the Trustee shall forward the notice of redemption in the Issuer’s name and at the Issuer’s expense; provided that in such case, the Trustee has received notice from the Issuer at least 31 days, but not more than 60 days, before a Redemption Date (unless a shorter notice shall be agreed to in writing by the Trustee). Notes called for redemption become due on the date fixed for redemption. On and after the Redemption Date, interest ceases to accrue on Notes or portions of them called for redemption. Each notice of redemption shall identify the Notes (including the CUSIP number) to be redeemed and shall state:

(1) the Redemption Date;

(2) the Redemption Price and the amount of accrued interest, if any, to be paid;

(3) the name and address of the Paying Agent;

(4) that Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price, plus accrued interest, if any;

(5) that, unless the Issuer defaults in making the redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date, and the only remaining right of the Holders of such Notes is to receive payment of the Redemption Price upon surrender to the Paying Agent of the Notes redeemed;

(6) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the Redemption Date, and upon surrender of such Note, a new Note or Notes in aggregate principal amount equal to the unredeemed portion thereof will be issued;

(7) if fewer than all the Notes are to be redeemed, the identification of the particular Notes (or portion thereof) to be redeemed, as well as the aggregate principal

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amount of Notes to be redeemed and the aggregate principal amount of Notes to be outstanding after such partial redemption;

(8) the CUSIP Number, ISIN and/or “Common Code” number, if any, printed on the Notes being redeemed;

(9) that no representation is made as to the correctness or accuracy of the CUSIP number or ISIN and/or “Common Code” number, if any, listed in such notice or printed on the Notes; and

(10) the Section of the Notes pursuant to which the Notes are to be redeemed.

The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Notices of redemption may not be conditional.

SECTION 3.04. Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03, Notes called for redemption become due and payable on the Redemption Date and at the Redemption Price plus accrued interest, if any. Upon surrender to the Trustee or Paying Agent, such Notes called for redemption shall be paid at the Redemption Price (which shall include accrued interest thereon to the Redemption Date), but installments of interest, the maturity of which is on or prior to the Redemption Date, shall be payable to Holders of record at the close of business on the relevant Record Dates. On and after the Redemption Date interest shall cease to accrue on Notes or portions thereof called for redemption.

SECTION 3.05. Deposit of Redemption Price.

With respect to the Notes, prior to 10:00 a.m., New York time, on the Redemption Date, the Issuer shall deposit with the Paying Agent (or, if the Issuer or a Subsidiary is a Paying Agent, shall segregate and hold in trust) U.S. Legal Tender and/or U.S. Government Securities sufficient to pay the Redemption Price of and accrued interest on all Notes or portions thereof to be redeemed on that date other than Notes or portions of Notes called for redemption that have been delivered by the Issuer to the Trustee for cancellation. On and after the Redemption Date, interest shall cease to accrue on the Notes or portions thereof called for redemption so long as the Issuer has deposited with the Paying Agent funds sufficient to pay the principal of, plus accrued and unpaid interest on, the Notes.

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SECTION 3.06. Notes Redeemed in Part.

If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder thereof upon cancellation of the original Note.

ARTICLE FOUR

COVENANTS

SECTION 4.01. Payment of Notes.

(a) The Issuer shall pay the principal of (and premium, if any) and interest on the Notes on the dates and in the manner provided in the Notes and this Indenture. An installment of principal of or interest on the Notes shall be considered paid on the date it is due if the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds on that date U.S. Legal Tender and/or U.S. Government Securities designated for and sufficient to pay the installment. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.

(b) The Issuer shall pay interest on overdue principal (including, without limitation, post-petition interest in a proceeding under any Bankruptcy Law), and overdue interest, to the extent lawful, at the same rate per annum borne by the Notes.

SECTION 4.02. Maintenance of Office or Agency.

(a) The Issuer shall maintain the offices or agencies required under Section 2.03. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such offices or agencies. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 12.02.

(b) The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

(c) The Issuer hereby initially designates the Corporate Trust Office of the Trustee as one such office or agency of the Issuer in accordance with Section 2.03.

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SECTION 4.03. Corporate Existence.

Except as otherwise permitted by Article Five, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence in accordance with its organizational documents.

SECTION 4.04. Payment of Taxes and Other Claims.

The Issuer shall, and shall cause each of its Restricted Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (a) all material taxes, assessments and governmental charges levied or imposed upon it or any of its respective Restricted Subsidiaries or upon the income, profits or property of it or any of its respective Restricted Subsidiaries and (b) all lawful claims for labor, materials and supplies except, in each case, any such tax, assessment, charge or claim as is being contested in good faith by appropriate actions or where the failure to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim is not materially adverse to the Holders.

SECTION 4.05. Maintenance of Properties and Insurance.

(a) The Issuer shall cause all material properties owned by or leased by it or any of its Restricted Subsidiaries used or useful to the conduct of its business or the business of any of its Restricted Subsidiaries to be maintained and kept in normal condition, repair and working order and supplied with all necessary equipment and shall cause to be made all repairs, renewals, replacements, and betterments thereof, all as in its judgment may be necessary, so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section 4.05 shall prevent the Issuer or any of its Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Issuer or any such Restricted Subsidiary desirable in the conduct of the business of the Issuer or any such Restricted Subsidiary; provided further, that nothing in this Section 4.05 shall prevent the Issuer or any of its Restricted Subsidiaries from discontinuing or disposing of any properties to the extent otherwise permitted by this Indenture.

(b) The Issuer shall maintain, and shall cause its Restricted Subsidiaries to maintain, insurance with responsible carriers against such risks and in such amounts, and with such deductibles, retentions, self insured amounts and co-insurance provisions, as are appropriate for a business of this type and size as determined in good faith by the Issuer.

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SECTION 4.06. Compliance Certificate; Notice of Default.

(a) The Issuer shall deliver to the Trustee, within 120 days after the close of each fiscal year commencing with the fiscal year ending December 31, 2004, an Officers’ Certificate stating that a review of the activities of the Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant in this Indenture and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signing Officers do know of such Default, the certificate shall describe all such Defaults of which such signing Officer has actual knowledge and its status with particularity. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year end.

(b) The Issuer shall deliver to the Trustee as soon as possible, and in any event within five days after the Issuer becomes aware of the occurrence of any Default or Event of Default, an Officers’ Certificate specifying the Default or Event of Default and describing its status with particularity and the action proposed to be taken thereto.

(c) The Issuer’s fiscal year currently ends on December 31. The Issuer will provide written notice to the Trustee of any change in its fiscal year.

SECTION 4.07. Compliance with Laws.

The Issuer shall comply, and shall cause each of its Restricted Subsidiaries to comply, with all applicable statutes, rules, regulations, orders and restrictions of the United States, all states and municipalities thereof, and of any governmental department, commission, board, regulatory authority, bureau, agency and instrumentality of the foregoing, in respect of the conduct of their respective businesses and the ownership of their respective properties, except, in any such case, to the extent the failure to so comply would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Issuer and its Restricted Subsidiaries taken as a whole.

SECTION 4.08. Waiver of Stay, Extension or Usury Laws.

The Issuer and each Guarantor covenants (to the extent permitted by applicable law) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law that would prohibit or forgive the Issuer from paying all or any portion of the principal of and/or

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interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture, and (to the extent permitted by applicable law) the Issuer and each Guarantor hereby expressly waives all benefit or advantage of any such law, and covenants (to the extent permitted by applicable law) that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 4.09. Change of Control.

(a) If a Change of Control occurs, unless the Issuer at such time gives notice of redemption under Section 5 or Section 6 of the Notes or unless the conditions specified in Section 4.09(e) have been satisfied, each Holder of Notes will have the right to require the Issuer to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that Holder’s Notes pursuant to a Change of Control Offer (the “Change of Control Offer”) on the terms set forth in this Indenture. In the Change of Control Offer, the Issuer will offer to pay an amount in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, to the date of purchase.

(b) Within 60 days following any Change of Control, unless the Issuer at such time gives notice of redemption under Section 5 or Section 6 of the Notes or unless the conditions specified in Section 4.09(e) have been satisfied, the Issuer will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date (the “Change of Control Payment Date”) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by this Indenture and described in such notice. Such notice shall state:

(1) that the Change of Control Offer is being made pursuant to this Section 4.09 and that all Notes tendered and not withdrawn will be accepted for payment;

(2) the purchase price (including the amount of accrued interest and any Additional Interest) and the Change of Control Payment Date;

(3) that any Note not tendered will continue to accrue interest;

(4) that, unless the Issuer defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;

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(5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;

(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Change of Control Payment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing such Holder’s election to have such Note purchased;

(7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; and

(8) the circumstances and relevant facts regarding such Change of Control.

(c) On the Change of Control Payment Date, the Issuer will, to the extent lawful:

(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer.

(d) The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

Prior to complying with any of the provisions of this Section 4.09, but in any event within 120 days following a Change of Control, to the extent required to permit the Issuer to comply with this Section 4.09, the Issuer will either repay all outstanding Senior

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Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. However, if the Change of Control Payment Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Change of Control Offer.

(e) Notwithstanding the foregoing, the Issuer will not be required to make a Change of Control Offer upon a Change of Control if all of the following conditions are met:

(1) Prior to the date that is the later of (A) 15 days after the public announcement of such Change of Control transaction and (B) the date on which such Change of Control transaction is consummated, the Issuer shall inform each of the Rating Agencies of such Change of Control transaction and shall thereafter provide to each of the Rating Agencies any financial or other information relating to such Change of Control transaction or the parties thereto as reasonably requested by such Rating Agencies;

(2) Neither Rating Agency shall have issued a downgrade, withdrawal or qualification of the rating given to the Notes by such Rating Agency in effect immediately prior to the public announcement of such Change of Control transaction at any time during the period commencing on the date of such public announcement of such Change of Control transaction and ending on the date that is 45 days following the date on which such Change of Control transaction has been consummated;

(3) Immediately prior to the public announcement or consummation of the Change of Control transaction, the rating of the Notes by any of the Rating Agencies as in effect on such date shall not be lower than the rating of the Notes by such Rating Agency as in effect on the Issue Date.

(4) on a pro forma basis after giving effect to such Change of Control transaction, the Issuer’s Consolidated Attributable Leverage Ratio would not be higher than its Consolidated Attributable Leverage Ratio on the date immediately prior to the consummation of the Change of Control transaction;

(5) on a pro forma basis after giving effect to such Change of Control transaction, and immediately prior to the public announcement of such Change of Control transaction, the Consolidated Attributable Leverage Ratio for the Issuer is or

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would be, as applicable, equal to or lower than the Consolidated Attributable Leverage Ratio for the Issuer on the Issue Date;

(6) on a pro forma basis after giving effect to such Change of Control transaction, the Issuer is permitted to incur at least $1.00 of additional Indebtedness pursuant to the Attributable Fixed Charge Coverage Ratio test set forth in Section 4.10(a);

(7) the Person who is the Issuer’s or Holdco’s counterparty in the Change of Control transaction, or any Person who controls, is under common control with, or is controlled by, such Person, has material operations in a Permitted Business; and

(8) at the time such Change of Control is consummated, no Default or Event of Default has occurred and is continuing or would occur as a result thereof.

(f) In addition, the Issuer will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer (an “Alternate Offer”) in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under the Alternate Offer. The Alternate Offer must comply with all the other provisions applicable to the Change of Control Offer, shall remain, if commenced prior to the Change of Control, open for acceptance until the consummation of the Change of Control and must permit Holders to withdraw any tenders of Notes made into the Alternate Offer until the final expiration or consummation thereof, subject to Sections 4.09(b)(5) and (6).

(g) The Issuer will comply, and will use commercially reasonable efforts to cause any third party making a Change of Control Offer or an Alternate Offer to comply, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control or an Alternate Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such conflict.

SECTION 4.10. Incurrence of Indebtedness and Issuance of Preferred Stock.

(a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively “incur”) any Indebtedness (including Acquired Debt) and will not permit any of its Restricted

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Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Issuer and any Restricted Subsidiary that is a Guarantor may incur Indebtedness (including Acquired Debt) and any Restricted Subsidiary that is a Guarantor may issue Preferred Stock if the Attributable Fixed Charge Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Preferred Stock is issued would have been at least 2.0 to 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period.

(b) Section 4.10(a) will not prohibit the incurrence of any of the following (collectively, “Permitted Debt”):

(1) Indebtedness incurred by the Issuer or any Guarantor pursuant to any Revolving Credit Facility together with the guarantees thereunder and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof); provided, however, that, immediately after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (1) and then outstanding does not exceed $100.0 million, less the amount of all mandatory principal payments (with respect to revolving borrowings and letters of credit, only to the extent revolving commitments are correspondingly reduced) actually made by the borrower thereunder with Net Proceeds from Asset Sales; provided further that Grupo Cinemex may incur Indebtedness under this clause (1) in an aggregate principal amount not to exceed $25.0 million;

(2) Indebtedness incurred by the Issuer or any Guarantor pursuant to any Term Loan Facility together with the guarantees thereunder; provided, however, that, after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (2) and then outstanding does not exceed $680 million (or, $630 million if (A) the delayed draw term loan included in the Credit Agreement as in effect on the Issue Date is not drawn in accordance with the terms of the Credit Agreement or (B) Grupo Cinemex, or any successor entity thereof, ceases to be a Subsidiary of the Issuer) less (i), if the amount of Indebtedness that may be incurred under this clause (2) is $680 million, the amount of any outstanding Indebtedness in excess of $75 million incurred by Grupo Cinemex pursuant to clause (18) of this Section 4.10(b) and (ii) the amount of all mandatory principal payments actually made by the borrower thereunder with Net Proceeds from Asset Sales;

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(3) Indebtedness incurred by the Issuer and the Guarantors represented by the Notes (including any Guarantee thereof) issued on the Issue Date and the incurrence by the Issuer and the Guarantors of Indebtedness represented by the Exchange Notes issued in exchange for the Notes issued on the Issue Date (including any Guarantee thereof);

(4) Existing Indebtedness (other than Indebtedness described in clauses (1), (2), (3) and (18));

(5) Indebtedness, including Capitalized Lease Obligations incurred by the Issuer or any Restricted Subsidiary to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Permitted Business (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) within 270 days before or after such purchase, lease or improvement in an aggregate principal amount that, when aggregated with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (5) and any Indebtedness that refunds or refinances such Indebtedness, does not exceed the greater of (x) $40.0 million and (y) 2.35% of Consolidated Total Assets of the Issuer;

(6) Indebtedness incurred by the Issuer or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 15 days following such drawing or incurrence;

(7) Indebtedness arising from agreements of the Issuer or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that (A) such Indebtedness is not reflected on the balance sheet of the Issuer or any Restricted Subsidiary prepared in accordance with GAAP (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (A)) and (B) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such

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non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Issuer and any Restricted Subsidiaries in connection with such disposition;

(8) Indebtedness of the Issuer owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Issuer or any Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Issuer or a Restricted Subsidiary) shall be deemed, in each case, to constitute the incurrence of such Indebtedness by the issuer thereof and (B) if the Issuer is the obligor on such Indebtedness, such Indebtedness is expressly subordinated in right of payment to all obligations of the Issuer with respect to the Notes;

(9) Shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or a Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuer or a Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock;

(10) Hedging Obligations of the Issuer or any Restricted Subsidiary (excluding Hedging Obligations entered into for speculative purposes) for the purpose of hedging (A) interest rate risk with respect to any Indebtedness that is permitted by the terms of this Indenture to be outstanding, (B) exchange rate risk with respect to any currency exchange and (C) risks with respect to the fluctuation in commodity prices;

(11) Obligations in respect of performance and surety bonds and performance and completion guarantees provided by the Issuer or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice;

(12) Indebtedness of the Issuer or any Restricted Subsidiary that is a Guarantor or Preferred Stock of any Restricted Subsidiary that is a Guarantor not otherwise permitted hereunder in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount and liquidation preference of all other Indebtedness and Preferred Stock then outstanding and incurred pursuant to this clause (12), does not at any one time outstanding exceed $50.0 million;

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(13) (x) Any guarantee by the Issuer or a Guarantor of Indebtedness of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee of such Guarantor with respect to such Indebtedness shall be subordinated in right of payment to such Guarantor’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes or the Guarantee of such Restricted Subsidiary, as applicable, (y) any guarantee by a Non-Guarantor Restricted Subsidiary of Indebtedness of another Non-Guarantor Restricted Subsidiary incurred in accordance with the terms of this Indenture, and (z) any guarantee by a Guarantor of Indebtedness of the Issuer incurred in accordance with the terms of this Indenture;

(14) Indebtedness or Preferred Stock incurred by the Issuer or any Restricted Subsidiary that serves to refund or refinance any Indebtedness incurred as permitted under Section 4.10(a) and clauses (3), (4) and (5) above, this clause (14) and clauses (15) and (20) below or any Indebtedness issued to so refund or refinance such Indebtedness including additional Indebtedness incurred to pay premiums and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness (A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being refunded or refinanced, (B) to the extent such Refinancing Indebtedness refinances Indebtedness subordinated or pari passu to the Notes or the Guarantees, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantees at least to the same extent as the Indebtedness being refinanced or refunded, (C) shall not include (x) Indebtedness or Preferred Stock of a Subsidiary that is not a Guarantor that refinances Indebtedness or Preferred Stock of the Issuer or a Guarantor or (y) Indebtedness or Preferred Stock of the Issuer or a Restricted Subsidiary that refinances Indebtedness or Preferred Stock of an Unrestricted Subsidiary, (D) shall not be in a principal amount in excess of the principal amount of, premium, if any, accrued interest on, and related fees and expenses of, the Indebtedness being refunded or refinanced and (E) shall not have a stated maturity date prior to the Stated Maturity of the Indebtedness being refunded or refinanced; and provided further, that subclause (A) of this clause (14) will not apply to any refunding or refinancing of any Senior Debt;

(15) Indebtedness or Preferred Stock of Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that such Indebtedness or Preferred Stock is not incurred in connection with or in contemplation

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of such acquisition or merger; and provided further, that after giving effect to such incurrence of Indebtedness either (A) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Attributable Fixed Charge Coverage Ratio test set forth in Section 4.10(a) or (B) the Attributable Fixed Charge Coverage Ratio would be greater than immediately prior to such acquisition;

(16) Indebtedness arising from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its incurrence;

(17) Indebtedness of Foreign Subsidiaries in an aggregate principal amount, which when taken together with all Indebtedness of Foreign Subsidiaries incurred pursuant to this clause (17) and then outstanding, does not exceed $50.0 million;

(18) Indebtedness incurred by Grupo Cinemex under the Mexican Credit Agreement together with the incurrence of the guarantees thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $125.0 million outstanding at any one time, less (i) the amount of any outstanding Indebtedness incurred by the Issuer pursuant to clause (2) of this Section 4.10(b) under the delayed draw term loan facility included in the Term Loan Facility as in effect on the Issue Date and (ii) the amount of all mandatory principal payments (with respect to revolving borrowings and letters of credit, only to the extent revolving commitments are correspondingly reduced) actually made by the borrower thereunder in respect of Indebtedness thereunder with Net Proceeds from Asset Sales;

(19) Indebtedness of the Issuer or any Restricted Subsidiary supported by a letter of credit issued pursuant to the Credit Agreement or the Mexican Credit Agreement in a principal amount not in excess of the stated amount of such letter of credit;

(20) if the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Attributable Fixed Charge Coverage Ratio test set forth in Section 4.10(a) after giving pro forma effect to such incurrence, Indebtedness incurred by Grupo Cinemex in connection with, and to finance, the acquisition of a business, in an aggregate principal amount which, when taken together with the amount of Indebtedness previously incurred pursuant to this clause (20) and then outstanding (including any Refinancing Indebtedness with respect thereto), does not exceed the sum of (x) $25.0 million and (y) the difference between (A) $125.0 million and (B) the aggregate amount of Indebtedness incurred by the Issuer or any Guarantor pursuant to

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clause (2) of this Section 4.10(b) under the delayed draw term loan facility included in the Term Loan Facility as in effect on the Issue Date and clause (18) above; and

(21) Indebtedness consisting of promissory notes issued by the Issuer or any Guarantor to current or former officers, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdco permitted by Section 4.11.

(c) For purposes of determining compliance with this Section 4.10, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (21) of Section 4.10(b), or is entitled to be incurred pursuant to Section 4.10(a), the Issuer will be permitted to classify and later reclassify such item of Indebtedness in any manner that complies with this Section 4.10, and such item of Indebtedness will be treated as having been incurred pursuant to only one of such categories. Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this covenant. Notwithstanding the foregoing, Indebtedness under the Credit Agreement or the Mexican Credit Agreement outstanding on the Issue Date will be deemed to have been incurred on such date in reliance on the exception provided by clauses (1), (2) and (18), as applicable, of the definition of Permitted Debt in Section 4.10(b) and the Issuer shall not be permitted to reclassify all or any portion of such Indebtedness. The maximum amount of Indebtedness that the Issuer and its Restricted Subsidiaries may incur pursuant to this Section 4.10 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies.

SECTION 4.11. Restricted Payments.

(a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(i) declare or pay any dividend or make any other distribution on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation (other than (x) dividends or distributions by the Issuer payable in Equity Interests (other than Disqualified Stock) of the Issuer or in options, warrants or other rights to purchase such Equity Interests (other than Disqualified Stock) or (y) dividends or distributions by a Restricted Subsidiary to the Issuer or any other Restricted Subsidiary (and if such Restricted Subsidiary is not a Wholly Owned Subsidiary, to its other holders of common stock on a pro rata basis) so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, the Issuer or a

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Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities);

(ii) purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Issuer or any direct or indirect parent of the Issuer, including in connection with any merger or consolidation and including the exercise of any option to exchange any Equity Interests (other than into any Equity Interest of the Issuer that is not Disqualified Stock);

(iii) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment, sinking fund payment or maturity, any Indebtedness subordinated or junior in right of payment to the Notes (or, as applicable, any Guarantees) (other than (x) Indebtedness permitted under clauses (8) and (9) of the definition of “Permitted Debt” or (y) the purchase, repurchase or other acquisition of Indebtedness subordinated or junior in right of payment to the Notes purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition); or

(iv) make any Restricted Investment (all such payments and other actions set forth in these clauses (i) through (iv) being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(2) the Issuer would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Attributable Fixed Charge Coverage Ratio test set forth in Section 4.10(a); and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and the Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (3), (4), (5), (6), (8), (10), (11), (12), (13), (14), (15) and (16) of Section 4.11(b)), is less than the sum, without duplication, of

(A) 50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) from the Issue Date to the end of the Issuer’s most recently

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ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit), plus

(B) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Board of Directors of the Issuer, of property and marketable securities received by the Issuer after the Issue Date from the issue or sale of (x) Equity Interests of the Issuer (including Retired Capital Stock (as defined in clause (2) of Section 4.11(b))) but excluding (i) cash proceeds and marketable securities received from Equity Offerings to the extent used to redeem Notes in compliance with Section 6 of the Notes, (ii) cash proceeds and marketable securities received from the sale of Equity Interests of the Issuer or Holdco (the proceeds of which are contributed to the Issuer) to members of management, directors or consultants of the Issuer, any direct or indirect parent of the Issuer and the Restricted Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.11(b), (iii) Designated Preferred Stock and (iv) Disqualified Stock) or (y) debt securities of the Issuer that have been converted into such Equity Interests of the Issuer (other than Refunding Capital Stock (as defined below), Equity Interests or convertible debt securities of the Issuer sold to a Restricted Subsidiary or the Issuer, as the case may be, and other than Disqualified Stock or Designated Preferred Stock or debt securities that have been converted into Disqualified Stock or Designated Preferred Stock), plus

(C) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Board of Directors of the Issuer, of property and marketable securities contributed to the capital of the Issuer after the Issue Date (other than (i) net cash proceeds from Equity Offerings to the extent used to redeem Notes in compliance with Section 6 of the Notes, (ii) by a Restricted Subsidiary, (iii) any Disqualified Stock, (iv) any Designated Preferred Stock, (v) any Excluded Contributions) and (vi) net cash proceeds applied to Restricted Payments made in accordance with clause (4) of Section 4.11(b), plus

(D) Without duplication of any amounts included in clause (4) of the paragraph below, 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Board of Directors of the Issuer, of property and marketable securities received after the Issue Date by means of (A) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Issuer or its Restricted Subsidiaries and repayments of loans or advances which constitute Restricted Investments of the Issuer or its Restricted Subsidiaries or (B) the sale (other than to the Issuer or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary or

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a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by a Restricted Subsidiary pursuant to clause (11) of Section 4.11(b) or to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary, plus

(E) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger or consolidation of an Unrestricted Subsidiary into the Issuer or a Restricted Subsidiary or the transfer of assets of an Unrestricted Subsidiary to the Issuer or a Restricted Subsidiary, the fair market value of the Investment in such Unrestricted Subsidiary as determined by the Board of Directors of the Issuer in good faith at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, consolidation or transfer of assets (other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by a Restricted Subsidiary pursuant to clause (11) of Section 4.11(b) or to the extent such Investment constituted a Permitted Investment); provided, however, that the foregoing sum shall not exceed, in the case of any Unrestricted Subsidiary, the amount of Investments (excluding Permitted Investments) previously made (and treated as a Restricted Payment) by the Issuer or any Restricted Subsidiary in such Unrestricted Subsidiary.

(b) Notwithstanding the foregoing the provisions set forth in Section 4.11(a) do not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Section 4.11;

(2) (A) the redemption, repurchase, retirement or other acquisition of any Equity Interests of the Issuer or any direct or indirect parent of the Issuer (“Retired Capital Stock”) or Indebtedness subordinated to the Notes in exchange for or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary or the Issuer) of Equity Interests of the Issuer or any direct or indirect parent of the Issuer or contributions to the equity capital of the Issuer (in each case, other than Disqualified Stock) (“Refunding Capital Stock”) and (B) the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuer or to an employee stock ownership plan or any trust established by the Issuer or any of its Subsidiaries) of Refunding Capital Stock;

(3) the redemption, repurchase or other acquisition or retirement of Indebtedness subordinated to the Notes made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the borrower thereof

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which is incurred in compliance Section 4.10 so long as (A) the principal amount of such new Indebtedness does not exceed the principal amount of the Indebtedness subordinated to the Notes being so redeemed, repurchased, acquired or retired for value plus related fees and expenses and the amount of any reasonable premium required to be paid under the terms of the instrument governing the Indebtedness subordinated to the Notes being so redeemed, repurchased, acquired or retired, (B) such new Indebtedness is subordinated to the Notes and any Guarantees thereof at least to the same extent as the Indebtedness subordinated to the Notes so purchased, exchanged, redeemed, repurchased, acquired or retired for value, (C) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Indebtedness subordinated to the Notes being so redeemed, repurchased, acquired or retired and (D) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Indebtedness subordinated to the Notes being so redeemed, repurchased, acquired or retired;

(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Issuer or any of its direct or indirect parents held by any future, present or former employee, director or consultant of the Issuer, any of its Subsidiaries or any of its direct or indirect parents pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, and a Restricted Payment in respect of stock appreciation rights or similar phantom stock rights, provided, however, that the aggregate amount of Restricted Payments made under this clause (4) does not exceed in any calendar year $10.0 million (with unused amounts in any calendar year being carried over to the next succeeding calendar year); and provided further, that such amount in any calendar year may be increased by an amount not to exceed (A) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Issuer and, to the extent contributed to the Issuer, Equity Interests of any of its direct or indirect parents, in each case to members of management, directors or consultants of the Issuer, any of its Subsidiaries or any of its direct or indirect parents that occurs after the Issue Date plus (B) the amount of any cash bonuses otherwise payable to members of management, directors or consultants of the Issuer or any of its Subsidiaries or any of its direct or indirect parents in connection with the Transactions that are foregone in return for the receipt of Equity Interests of the Issuer or any direct or indirect parents of the Issuer plus (C) the cash proceeds of “key man” life insurance policies received by the Issuer or its Restricted Subsidiaries after the Issue Date (provided that the Issuer may elect to apply all or any portion of the aggregate increase contemplated by clauses (A), (B) and (C) of this clause (4) in any calendar year) less (D) the amount of any Restricted Payments previously made pursuant to clauses (A), (B) and (C) of this clause (4);

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(5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Issuer or any Restricted Subsidiary issued or incurred in compliance with Section 4.10 to the extent such dividends are included in the definition of Fixed Charges for such entity;

(6) the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued after the Issue Date and the declaration and payment of dividends to any direct or indirect parent company of the Issuer, the proceeds of which will be used to fund the payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of any direct or indirect parent company of the Issuer issued after the Issue Date; provided, however, that (A) for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance (and the payment of dividends or distributions) on a pro forma basis, the Issuer would have had an Attributable Fixed Charge Coverage Ratio of at least 2.00 to 1.00 and (B) the aggregate amount of dividends declared and paid pursuant to this clause (6) does not exceed the net cash proceeds actually received by the Issuer from any such sale of Designated Preferred Stock (other than Disqualified Stock) issued after the Issue Date;

(7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, after giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale received by the Issuer and/or its Restricted Subsidiaries consist of cash and/or marketable securities, not to exceed the greater of (x) $15.0 million and (y) 0.90% of Consolidated Total Assets of the Issuer at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(8) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(9) the payment of dividends on the Issuer’s common stock following the first public offering of the Issuer’s common stock or the common stock of any of its direct or indirect parents after the Issue Date, of up to 6.0% per annum of the net cash proceeds received by or contributed to the Issuer in any past or future public offering, other than public offerings with respect to the Issuer’s common stock registered on Form S-4 or Form S-8 and other than any public sale constituting an Excluded Contribution;

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(10) Investments that are made with Excluded Contributions;

(11) other Restricted Payments in an aggregate amount not to exceed $35.0 million;

(12) the declaration and payment of dividends to, or the making of loans to, Holdco in amounts required for such party to pay:

(A) franchise taxes and other fees, taxes and expenses required to maintain its legal existence;

(B) federal, state and local income taxes to the extent such income taxes are attributable to the income of the Issuer and its Restricted Subsidiaries and, to the extent of the amount actually received from the Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of the Unrestricted Subsidiaries; provided, however, that in each case the amount of such payments in any fiscal year does not exceed the amount that the Issuer and the Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Issuer and the Restricted Subsidiaries to pay such taxes as a stand-alone taxpayer;

(C) customary and reasonable salary, bonus and other benefits payable to officers and employees of any direct or indirect parent of the Issuer to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries;

(D) reasonable general corporate overhead expenses (including professional and administrative expenses) for any direct or indirect parent of the Issuer to the extent such expenses are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries; and

(E) reasonable fees and expenses other than to Affiliates related to an unsuccessful equity or debt offering not prohibited by this Indenture.

(13) cash dividends or other distributions on the Issuer’s or any Restricted Subsidiary’s Capital Stock used to, or the making of loans, the proceeds of which will be used to, fund the payment of fees and expenses incurred in connection with the Transactions or this offering;

(14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to provisions similar to Sections 4.09 and 4.13; provided that a Change of Control Offer or Asset Sale Offer, as applicable, has been made and all Notes tendered by Holders of the Notes in connection with a

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Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

(15) the declaration and payment of dividends to Holdco on or about the Issue Date as contemplated by the Purchase Agreement from the net proceeds received by the Issuer from the sale of the Notes and borrowings under the Credit Agreement on the Issue Date, the proceeds of which will be used as described in the Offering Memorandum; or

(16) Restricted Payments in an amount equal to the amount of Specified Foreign Asset Sale Proceeds outstanding as of the date of such payment; provided however that at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, the Issuer is permitted to incur at least $1.00 of additional Indebtedness pursuant to the Attributable Fixed Charge Coverage Ratio test set forth in Section 4.10(a);

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (2), (4), (5), (6), (7), (9), (11), (14) and (16) above, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof.

(c) The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Issuer or such Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this Section 4.11 will be determined in good faith by the Board of Directors of the Issuer. The Issuer’s determination must be based upon an opinion or appraisal issued by an Independent Financial Advisor if any such fair market value exceeds $25.0 million.

(d) The Issuer will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the second to last sentence of the definition of Unrestricted Subsidiary. For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding investments by the Issuer and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Investments in an amount determined as set forth in the second paragraph of the definition of “Investments.” Such designation will be permitted only if an Investment in such amount would be permitted at such time under this Section 4.11 or the definition of “Permitted Investments” and if such Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary.”

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SECTION 4.12. Liens.

(a) The Issuer will not, and will not permit any Restricted Subsidiary that is a Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) that secures obligations under any Indebtedness ranking pari passu with or subordinated to the Notes or a related Guarantee on any asset or property of the Issuer or any such Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1) in the case of Liens securing Indebtedness subordinated to the Notes or the Guarantees, the Notes and any related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

(2) in all other cases, the Notes and any related Guarantees are equally and ratably secured, except that the foregoing shall not apply to:

(i) Liens existing on the Issue Date to the extent and in the manner such Liens are in effect on the Issue Date;

(ii) Liens securing the Notes and the related Guarantees and the Exchange Notes (including Exchange Notes issued in exchange for Additional Notes issued in accordance with the terms of this Indenture) and the related Guarantees; and

(iii) Liens securing Senior Debt or Guarantor Senior Debt and the related guarantees of such Senior Debt or Guarantor Senior Debt.

SECTION 4.13. Asset Sales.

(a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) the Issuer (or such Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;

(2) in the case of Asset Sales involving consideration in excess of $15.0 million, the fair market value is determined by the Issuer’s Board of Directors and evidenced by a Board Resolution set forth in an Officers’ Certificate delivered to the Trustee; and

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(3) except for any Permitted Asset Swap, at least 75% of the consideration received in the Asset Sale by the Issuer or such Restricted Subsidiary is in the form of cash or Cash Equivalents.

For purposes of clause (3) above, the amount of (i) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of the Issuer or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or the Guarantees) that are assumed by the transferee of any such assets and from which the Issuer and all Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale and (iii) any Designated Non-cash Consideration received by the Issuer or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value (as determined in good faith by the Board of Directors of the Issuer), taken together with all other Designated Non-cash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of (x) $60.0 million and (y) 3.5% of Consolidated Total Assets of the Issuer at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received without giving effect to subsequent changes in value), shall be deemed to be cash for purposes of this Section 4.13(a) and for no other purpose.

(b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale the Issuer or the applicable Restricted Subsidiary may apply those Net Proceeds at its option:

(1) to permanently reduce Obligations under Senior Debt of the Issuer or such Restricted Subsidiary (and to correspondingly reduce commitments with respect thereto) or Indebtedness that ranks pari passu with the Notes (provided that if the Issuer shall so reduce Obligations under such Indebtedness that ranks pari passu with the Notes, it will equally and ratably reduce Obligations under the Notes by making an offer (in accordance with the procedures set forth in Section 4.13(c) for an Asset Sale Offer (as defined in Section 4.13(c))) to all Holders of Notes to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, on the pro rata principal amount of Notes) or Indebtedness of a Restricted Subsidiary, in each case other than Indebtedness owed to the Issuer or an Affiliate of the Issuer;

(2) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) capital

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expenditures or (C) other assets, in each of (A), (B) and (C), used in a Permitted Business; and/or

(3) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and it results in the Issuer or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties or (C) assets that, in each of (A), (B) and (C), replace the businesses, properties and assets that are the subject of such Asset Sale;

provided, however, that the provisions set forth in clauses (2) and (3) of this Section 4.13(b) shall be deemed satisfied by the Issuer or the applicable Restricted Subsidiary if by the end of such 365-day period such party shall have entered into a binding agreement under which it is contractually committed to make an investment referred to in such clauses and such investment is effected within 180 days from the date such binding agreement is entered into (but only if such 180^th day occurs later than such 365^th day).

(c) When the aggregate amount of Net Proceeds not applied or invested in accordance with Section 4.13(b) (“Excess Proceeds”) exceeds $20.0 million, the Issuer will make an offer (an “Asset Sale Offer”) to all Holders of Notes and holders of Indebtedness that ranks pari passu with the Notes and contains provisions similar to those set forth in this Indenture with respect to offers to purchase with the proceeds of sales of assets to purchase, on a pro rata basis, the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (the “Asset Sale Offer Amount”). The offer price in any Asset Sale Offer will be equal to 100% of principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash.

(d) Pending the final application of any Net Proceeds, the Issuer may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

(e) If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

(f) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first class mail, a notice to the Trustee and to each Holder at its registered address. The notice shall contain all instructions and materials necessary to enable such Holder to tender

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Notes pursuant to the Asset Sale Offer. Any Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

(1) that the Asset Sale Offer is being made pursuant to this Section 4.13;

(2) the Asset Sale Offer Amount, the Asset Sale Payment and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least 30 days and no later than 60 days from the date such notice is mailed (the “Asset Sale Payment Date”);

(3) that any Notes not tendered or accepted for payment shall continue to accrue interest;

(4) that, unless the Issuer defaults in making such payment, any Notes accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Payment Date;

(5) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder To Elect Purchase” on the reverse of the Notes completed, or transfer such Note by book-entry transfer, to the Paying Agent at the address specified in the notice at least three Business Days before the Asset Sale Payment Date;

(6) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Asset Sale Payment Date, a notice setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing such Holder’s election to have such Note purchased;

(7) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Asset Sale Offer Amount, the Issuer shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $1,000 or integral multiples of $1,000 shall be purchased); and

(8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); provided that such Notes shall be in denominations of $1,000 or integral multiples $1,000.

(g) On the Asset Sale Payment Date, the Issuer shall, to the extent lawful: (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Asset Sale Offer; (2) deposit with the Paying Agent U.S. Legal Tender and/or U.S. Government

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Securities sufficient to pay the Asset Sale Payment in respect of all Notes or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being repurchased by the Issuer. The Issuer shall publicly announce the results of the Asset Sale Offer on the Asset Sale Payment Date.

(h) The Paying Agent shall promptly mail to each Holder so tendered the Asset Sale Payment for such Notes, and the Trustee shall promptly authenticate pursuant to an Issuer Order and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unrepurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple of $1,000. However, if the Asset Sale Payment Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

(i) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with this Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict.

SECTION 4.14. Transactions with Affiliates.

(a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”) involving aggregate consideration in excess of $5.0 million, unless:

(1) the Affiliate Transaction is on terms that are no less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person; and

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(2) the Issuer delivers to the Trustee:

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15.0 million, a resolution of the Board of Directors approving such Affiliate Transaction set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.14 and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an Independent Financial Advisor.

(b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.14(a).

(1) transactions between or among the Issuer and/or any Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity;

(2) Restricted Payments (other than pursuant to clause (7) of Section 4.11(b) and Permitted Investments (other than pursuant to clauses (3), (10) and (13) of the definition thereof) permitted by this Indenture;

(3) the payment to the Sponsors and any of their Affiliates of annual management, consulting, monitoring and advisory fees and Termination Fees and related indemnities and expenses pursuant to the Management Agreement;

(4) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of the Issuer, any of its direct or indirect parents or any Restricted Subsidiary, as determined in good faith by the Board of Directors of the Issuer or senior management thereof;

(5) the payment by the Issuer or any Restricted Subsidiary to the Sponsors and any of their Affiliates for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are (A) pursuant to the Management Agreement and (B) approved by a majority of the members of the Board of Directors of the Issuer or such Restricted Subsidiary, as

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applicable, or a majority of the disinterested members of the Board of Directors of the Issuer or such Restricted Subsidiary, as applicable, in each case in good faith;

(6) transactions in which the Issuer or any Restricted Subsidiary delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view and which are approved by a majority of the disinterested members of the Board of Directors of the Issuer in good faith;

(7) payments or loans (or cancellations of loans) to employees or consultants of the Issuer or any of its direct or indirect parents or any Restricted Subsidiary in an aggregate amount not to exceed $10.0 million which are approved by a majority of the Board of Directors of the Issuer in good faith and which are otherwise permitted under this Indenture;

(8) payments made or performance under any agreement as in effect on the Issue Date (other than the Management Agreement and Stockholders Agreement, but including, without limitation, each of the other agreements entered into in connection with the Transactions) or any amendment thereto (so long as any such amendment is not less advantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Issue Date);

(9) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, the Stockholders Agreement (including any registration rights agreement or purchase agreements related thereto to which it is a party on the Issue Date and any similar agreement that it may enter into thereafter); provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under, any future amendment to the Stockholders Agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (9) to the extent that the terms of any such existing agreement together with all amendments thereto, taken as a whole, or new agreement are not otherwise more disadvantageous to Holders of the Notes in any material respect than the original agreement as in effect on the Issue Date;

(10) (x) the Transactions and the payment of all fees and expenses related to the Transactions and (y) the payment of bonuses to management of the Issuer or any of its Subsidiaries upon consummation of the Transactions in an aggregate amount not to exceed $6.0 million;

(11) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in

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compliance with the terms of this Indenture that are fair to the Issuer or the Restricted Subsidiaries, in the reasonable determination of the members of the Board of Directors of the Issuer or the senior management thereof, or are on terms at least as favorable as would reasonably have been entered into at such time with an unaffiliated party; and

(12) if otherwise permitted hereunder, the issuance of Equity Interests (other than Disqualified Stock) of Holdco to any Permitted Holder or to any director, officer, employee or consultant of the Issuer or Holdco or their Subsidiaries or of the Issuer to Holdco or to any Permitted Holder or to any director, officer, employee or consultant of the Issuer or Holdco or their Subsidiaries.

SECTION 4.15. Dividend and Other Payment Restrictions Affecting Subsidiaries.

(a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to the Issuer or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries;

(2) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries.

(b) However, the preceding restrictions in Section 4.15(a) will not apply to encumbrances or restrictions existing under or by reason of:

(1) contractual encumbrances or restrictions in effect (x) pursuant to the Credit Agreement, the Mexican Credit Agreement or related documents or (y) on the Issue Date, including, without limitation, pursuant to Existing Indebtedness and related documentation;

(2) this Indenture, the Notes and the Guarantees (including any Exchange Notes and related Guarantees);

(3) purchase money obligations or other obligations described in clause (4) of Section 4.10(b) for property acquired in the ordinary course of business that in each case impose restrictions of the nature discussed in clause (3) of Section 4.15(a) on the property so acquired;

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(4) applicable law or any applicable rule, regulation or order;

(5) any agreement or other instrument of a Person acquired by the Issuer or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

(6) contracts for the sale of assets, including without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(7) Secured Debt otherwise permitted to be incurred pursuant to Sections 4.10 and 4.12 that limits the right of the debtor to dispose of the assets securing such Indebtedness;

(8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(9) other Indebtedness or Preferred Stock (i) of the Issuer or any Restricted Subsidiary that is a Guarantor that is incurred subsequent to the Issue Date pursuant to Section 4.10 or (ii) that is incurred by a Foreign Subsidiary of the Issuer subsequent to the Issue Date pursuant to clauses (5), (12), (17) or (20) of Section 4.10(b);

(10) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business;

(11) customary provisions contained in leases, subleases, licenses or asset sale agreements and other agreements; and

(12) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.15(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) of this Section 4.15(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer’s Board of Directors, not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; provided further, however, that with respect to

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contracts, instruments or obligations existing on the Issue Date, any such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings contain, in the good faith judgment of the Issuer’s Board of Directors, dividend and other payment restrictions that are not materially more restrictive, taken as a whole, than such restrictions contained in such contracts, instruments or obligations as in effect on the Issue Date.

SECTION 4.16. Additional Guarantees.

(a) The Issuer will cause each Restricted Subsidiary that Guarantees any Indebtedness of the Issuer or any of its Restricted Subsidiaries (other than any Foreign Subsidiary that solely Guarantees any Indebtedness of any other Foreign Subsidiary or any Restricted Subsidiary that Guarantees any Indebtedness of any Foreign Subsidiary incurred solely for working capital purposes and does not Guarantee any Indebtedness of the Issuer or any Domestic Restricted Subsidiary) to execute and deliver to the Trustee a Guarantee pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any and interest on the Notes on a senior subordinated basis and all other obligations under this Indenture; provided, however, that any Foreign Subsidiary that Guarantees any Indebtedness of the Issuer or any Domestic Restricted Subsidiary will be required to unconditionally Guarantee the payment of the principal of, premium, if any, and interest on the Notes on a senior subordinated basis and all other obligations under the Indenture only to the extent of the amount of the Indebtedness of the Issuer or any Domestic Restricted Subsidiary so Guaranteed by such Foreign Subsidiary. Notwithstanding the foregoing, in the event any Guarantor is released and discharged in full from all of its obligations under Guarantees of (1) the Term Loan Facility and Revolving Credit Facility and (2) all other Indebtedness of the Issuer and its Restricted Subsidiaries (other than Indebtedness of the type that would not have required a Guarantee of the Notes), then the Guarantee of such Guarantor shall be automatically and unconditionally released or discharged; provided, that such Restricted Subsidiary has not incurred any Indebtedness or issued any Preferred Stock in reliance on its status as a Guarantor under Section 4.10 unless such Guarantor’s obligations under such Indebtedness or Preferred Stock, as the case may be, so incurred are satisfied in full and discharged or are otherwise permitted under one of the exceptions available at the time of such release to Restricted Subsidiaries under Section 4.10(b).

(b) Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

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(c) Each Guarantee shall be released in accordance with the provisions of this Indenture described under Article Eleven.

SECTION 4.17. Reports to Holders.

(a) Whether or not required by the Commission, so long as any Notes are outstanding, if not filed electronically with the Commission through the Commission’s Electronic Data Gathering, Analysis, and Retrieval System (or any successor system), the Issuer will, beginning with reports relating to the Issuer’s results of operations for the third quarter of 2004, furnish to the Trustee and Cede & Co., the nominee of DTC and the Holder of the Notes, within the time periods specified in the Commission’s rules and regulations:

(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuer were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s certified independent accountants; and

(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuer were required to file such reports.

(b) In addition, whether or not required by the Commission, after the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement, the Issuer will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding, it will furnish to the Holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(c) In addition, if at any time Holdco becomes a Guarantor (there being no obligation of Holdco to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer or of any direct or indirect parent of the Issuer (and performs the related incidental activities associated with such ownership) and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.17 may, at the option of the Issuer, be filed by and be those of Holdco rather than the Issuer.

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(d) Notwithstanding the foregoing, such requirements shall be deemed satisfied with respect to the furnishing of a Form 10-K for our fiscal year 2004 by the filing with the Commission of the Exchange Offer Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act with respect to fiscal year 2004.

If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the quarterly and annual financial information required by this Section 4.17 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Results of Operations and Financial Condition, of the financial condition and results of operations of the Issuer and the Restricted Subsidiaries of the Issuer.

SECTION 4.18. Limitation on Layering.

The Issuer will not, and will not permit any Restricted Subsidiary that is a Guarantor to, directly or indirectly, incur any Indebtedness that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) contractually subordinated or junior in right of payment to any Senior Debt (including Acquired Debt) of the Issuer or Guarantor Senior Debt (including Acquired Debt) of such Restricted Subsidiary, as the case may be, unless such Indebtedness is either:

(1) pari passu in right of payment with the Notes or the Guarantees; or

(2) subordinate in right of payment to the Notes or the Guarantees.

For purposes of the foregoing, no Indebtedness will be deemed to be contractually subordinated or junior in right of payment to any other Indebtedness solely by virtue of being unsecured or by virtue of the fact that the holders of Secured Debt have entered into intercreditor or similar arrangements giving one or more of such holders priority over the other holders in the collateral held by them.

SECTION 4.19. Business Activities.

The Issuer will not, and will not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Issuer and its Subsidiaries taken as a whole.

SECTION 4.20. Payments for Consent.

The Issuer will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of

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Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

ARTICLE FIVE

SUCCESSOR CORPORATION

SECTION 5.01. Merger, Consolidation, or Sale of Assets.

(a) The Issuer may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Issuer is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

(1) either: (a) the Issuer is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia (the Issuer or such Person, as the case may be, being herein called the “Successor Company”);

(2) the Successor Company (if other than the Issuer) assumes all the obligations of the Issuer under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;

(3) immediately after such transaction no Default or Event of Default exists;

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if the same had occurred at the beginning of the applicable four-quarter period, the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Attributable Fixed Charge Coverage Ratio test set forth in Section 4.10(a);

(5) each Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; and

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(6) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture.

For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer.

The predecessor company will be released from its obligations under this Indenture and the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture, but, in the case of a lease of all or substantially all its assets, the predecessor will not be released from the obligation to pay the principal of and interest on the Notes.

This Section 5.01 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Issuer and its Restricted Subsidiaries. Notwithstanding the foregoing clauses (3) and (4) of this Section 5.01(a), (a) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Issuer or any other Restricted Subsidiary, subject in the case of the consolidation, merger or transfer of properties of a Guarantor to the provisions set forth in Article Eleven and (b) the Issuer may merge with an Affiliate incorporated solely for the purpose of reincorporating the Issuer in another state of the United States so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby. Notwithstanding anything to the contrary in this Indenture, the merger of LCE Acquisition Corporation with and into Loews Cineplex Entertainment Corporation on the Issue Date shall be permitted.

(b) The Issuer will deliver to the Trustee prior to the consummation of each proposed transaction an Officers’ Certificate certifying that the conditions set forth above are satisfied and an Opinion of Counsel, which opinion may contain customary exceptions and qualifications, that the proposed transaction and the supplemental indenture, if any, comply with this Indenture.

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ARTICLE SIX

DEFAULT AND REMEDIES

SECTION 6.01. Events of Default.

Each of the following is an “Event of Default”:

(1) the Issuer defaults in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes, whether or not prohibited by Article Ten;

(2) the Issuer defaults in the payment when due of interest or Additional Interest, if any, on or with respect to the Notes and such default continues for a period of 30 days, whether or not prohibited by Article Ten;

(3) the Issuer defaults in the performance of, or breaches any covenant, warranty or other agreement contained in, this Indenture (other than a default in the performance or breach of a covenant, warranty or agreement which is specifically dealt with in clauses (1) or (2) above) and such default or breach continues for a period of 45 days after the notice specified below;

(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or any Restricted Subsidiary or the payment of which is guaranteed by the Issuer or any Restricted Subsidiary (other than Indebtedness owed to the Issuer or a Restricted Subsidiary), whether such Indebtedness or guarantee now exists or is created after the Issue Date, if (A) such default either (1) results from the failure to pay any such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or (2) relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity and (B) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $25.0 million (or its foreign currency equivalent) or more at any one time outstanding;

(5) the Issuer, any Guarantor or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

(A) commences a voluntary case,

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(B) consents to the entry of an order for relief against it in an involuntary case,

(C) consents to the appointment of a Custodian of it or for all or substantially all of its property,

(D) makes a general assignment for the benefit of its creditors,

(E) takes any comparable action under any foreign laws relating to insolvency,

(F) generally is not able to pay its debts as they become due, or

(G) takes any corporate action to authorize or effect any of the foregoing;

(6) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A) is for relief against the Issuer, any Guarantor or any Significant Subsidiary in an involuntary case,

(B) appoints a Custodian of the Issuer, any Guarantor or any Significant Subsidiary or for all or substantially all of the property of the Issuer, any Guarantor or any Significant Subsidiary, or

(C) orders the liquidation of the Issuer or any Significant Subsidiary,

and the order or decree remains unstayed and in effect for 60 days;

(7) the failure by the Issuer or any Significant Subsidiary to pay final judgments (other than any judgments covered by insurance policies issued by reputable and creditworthy insurance companies) aggregating in excess of $25.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and, with respect to any such judgments covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; or

(8) the Guarantee of a Significant Subsidiary or any group of Subsidiaries that, taken together as of the date of the most recent audited financial statements of the Issuer, would constitute a Significant Subsidiary ceases to be in full force and effect

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(except as contemplated by the terms hereof) or any Guarantor denies or disaffirms its obligations under this Indenture or any Guarantee other than by reason of the release of the Guarantee in accordance with this Indenture and such Default continues for 10 days.

SECTION 6.02. Acceleration.

(a) If an Event of Default specified in Sections 6.01(5) and (6) above occurs with respect to the Issuer and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

(b) If any Event of Default (other than an Event of Default specified in clauses (5) or (6) of Section 6.01) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes under this Indenture may declare the principal of and accrued interest on such Notes to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable upon the first to occur of an acceleration under the Credit Agreement and five Business Days after receipt by the Issuer and the Representative under the Credit Agreement of such Acceleration Notice but only if such Event of Default is then continuing.

At any time after a declaration of acceleration with respect to the Notes as described in the two preceding paragraphs, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences:

(1) if the rescission would not conflict with any judgment or decree;

(2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration;

(3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;

(4) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and

(5) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(5) and (6), if the Trustee shall have received an Officers’

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Certificate and an Opinion of Counsel that such Event of Default has been cured or waived.

No such rescission shall affect any subsequent Default or impair any right consequent thereto.

SECTION 6.03. Other Remedies.

(a) If a Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

(b) The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Noteholder in exercising any right or remedy accruing upon a Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Default. No remedy is exclusive of any other remedy. All available remedies are cumulative to the extent permitted by law.

(c) In the event of any Event of Default specified in clause (4) of Section 6.01, such Event of Default and all consequences thereof will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured.

(d) Holders may not enforce this Indenture or the Notes except as provided in this Indenture and under the TIA. Subject to the provisions of this Indenture relating to the duties of the Trustee, the Trustee is under no obligation to exercise any of its rights or powers under this Indenture at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee reasonable indemnity.

SECTION 6.04. Waiver of Defaults.

Provided the Notes are not then due and payable by reason of a declaration of acceleration, the Holders of a majority in aggregate principal amount of Notes at the time outstanding may on behalf of the Holders of all the Notes waive any Default with respect to such Notes and its consequences by providing written notice thereof to the Issuer and the Trustee, except a Default (1) in the payment of interest on or the principal of any Note or (2) in respect of a covenant or provision hereof which under this Indenture cannot be modified or

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amended without the consent of the Holder of each outstanding Note affected. In the case of any such waiver, the Issuer, the Trustee and the Holders will be restored to their former positions and rights under this Indenture, respectively; provided that no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

SECTION 6.05. Control by Majority.

Subject to the other provisions of this Indenture and applicable law, the Holders of not less than a majority in principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another Noteholder, or that may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification against any loss or expense caused by taking such action or following such direction.

SECTION 6.06. Limitation on Suits.

A Holder may not pursue any remedy with respect to this Indenture or the Notes unless:

(1) the Holder gives to the Trustee written notice of a continuing Event of Default;

(2) the Holder or Holders of at least 25% in principal amount of the outstanding Notes make a written request to the Trustee to pursue the remedy;

(3) such Holder or Holders offer and provide to the Trustee indemnity reasonably satisfactory to the Trustee against any loss, liability or expense;

(4) the Trustee does not comply with the request within 45 days after receipt of the request and the offer and the provision of indemnity; and

(5) during such 45-day period the Holder or Holders of a majority in principal amount of the outstanding Notes do not give the Trustee a direction which, in the opinion of the Trustee, is inconsistent with the request.

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over such other Holder.

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SECTION 6.07. Rights of Holders To Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on a Note, on or after the respective due dates expressed in such Note, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of the Holder.

SECTION 6.08. Collection Suit by Trustee.

If a Default in payment of principal or interest specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer or any other obligor on the Notes for the whole amount of principal and accrued interest and fees remaining unpaid, together with interest on overdue principal and, to the extent that payment of such interest is lawful, interest on overdue installments of interest, in each case at the rate per annum borne by the Notes and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.09. Trustee May File Proofs of Claim.

The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relating to the Issuer, its creditors or its property and shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and any Custodian in any such judicial proceedings is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the compensation, expenses, disbursements and advances of the Trustee, its agent and counsel, and any other amounts due the Trustee under Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. The Trustee shall be entitled to participate as a member of any official committee of creditors in the matters as it deems necessary or advisable.

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SECTION 6.10. Priorities.

Subject to the provisions of Article Ten, if the Trustee collects any money or property pursuant to this Article Six, it shall pay out the money or property in the following order:

FIRST: to the Trustee for amounts due under Section 7.07;

SECOND: to Holders for interest accrued on the Notes, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for interest;

THIRD: to Holders for principal amounts due and unpaid on the Notes, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal; and

FOURTH: to the Issuer or, if applicable, the Guarantors, as their respective interests may appear.

The Trustee, upon prior notice to the Issuer, may fix a Record Date and payment date for any payment to Holders pursuant to this Section 6.10.

SECTION 6.11. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07, or a suit by a Holder or Holders of more than 10% in principal amount of the outstanding Notes.

ARTICLE SEVEN

TRUSTEE

SECTION 7.01. Duties of Trustee.

(a) If a Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care

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and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(b) Except during the continuance of a Default:

(1) The Trustee need perform only those duties as are specifically set forth herein or in the TIA and no duties, covenants, responsibilities or obligations shall be implied in this Indenture against the Trustee.

(2) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates (including Officers’ Certificates) or opinions (including Opinions of Counsel) furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c) Notwithstanding anything to the contrary herein, the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1) This paragraph does not limit the effect of paragraph (b) of this Section 7.01.

(2) The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts.

(3) The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05.

(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or to take or omit to take any action under this Indenture or take any action at the request or direction of Holders if it shall have reasonable grounds for believing that repayment of such funds is not assured to it.

(e) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.01.

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(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g) In the absence of bad faith, negligence or willful misconduct on the part of the Trustee, the Trustee shall not be responsible for the application of any money by any Paying Agent other than the Trustee.

SECTION 7.02. Rights of Trustee.

Subject to Section 7.01:

(a) The Trustee may rely conclusively on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate and an Opinion of Counsel, which shall conform to the provisions of Section 12.05. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent (other than an agent who is an employee of the Trustee) appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers conferred upon it by this Indenture.

(e) The Trustee may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby.

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(g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate (including any Officers’ Certificate), statement, instrument, opinion (including any Opinion of Counsel), notice, request, direction, consent, order, bond, debenture, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice to the Issuer, to examine the books, records, and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(h) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(i) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as duties.

(j) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

(k) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.

(l) Delivery of reports, information and documents to the Trustee under Section 4.17 is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificate).

SECTION 7.03. Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise engage with the Issuer, its Subsidiaries or their respective Affiliates in other transactions with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must

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eliminate such conflict within 90 days, apply to the Commission for permission to continue as trustee or resign. Any Agent may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11.

SECTION 7.04. Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement of the Issuer in or pursuant to this Indenture or any document issued in connection with the sale of Notes or any statement in the Notes other than the Trustee’s certificate of authentication. The Trustee makes no representations with respect to the effectiveness or adequacy of this Indenture.

SECTION 7.05. Notice of Default.

If a Default or an Event of Default occurs and is continuing and the Trustee receives actual notice of such Default or an Event of Default, the Trustee shall mail to each Holder notice of the uncured Default within 60 days after such Default occurs. Except in the case of a Default or an Event of Default in payment of principal of, premium, if any, or interest on, any Note, including an accelerated payment and the failure to make payment on the Change of Control Payment Date pursuant to a Change of Control Offer or the Asset Sale Payment Date pursuant to an Asset Sale Offer, the Trustee may withhold the notice if and so long as the Board of Directors, the executive committee, or a trust committee of directors and/or Responsible Officers, of the Trustee in good faith determines that withholding the notice is in the interest of the Holders.

SECTION 7.06. Reports by Trustee to Holders.

Within 60 days after each August 1, beginning with August 1, 2005, and for as long as the Notes remain outstanding, the Trustee shall, to the extent that any of the events described in TIA § 313(a) occurred within the previous twelve months, but not otherwise, mail to each Holder a brief report dated as of such date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA §§ 313(b), 313(c) and 313(d).

A copy of each report at the time of its mailing to Holders shall be mailed to the Issuer and filed with the Commission and each securities exchange, if any, on which the Notes are listed.

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The Issuer shall notify the Trustee if the Notes become listed on any securities exchange or of any delisting thereof and the Trustee shall comply with TIA § 313(d).

SECTION 7.07. Compensation and Indemnity.

The Issuer shall pay to the Trustee from time to time such compensation as the Issuer and the Trustee shall from time to time agree in writing for the Trustee’s services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees and expenses of the Trustee’s agents and counsel.

The Issuer shall indemnify each of the Trustee or any predecessor Trustee and its agents, employees, officers, stockholders and directors for, and hold them harmless against, any and all loss, damage, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of this trust including the costs and expenses of enforcing this Indenture or a Guarantee against the Issuer or a Guarantor (including this Section 7.07) and the reasonable costs and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, powers or duties hereunder (whether asserted by the Issuer, any Guarantor, any Holder or any other Person). The Trustee shall notify the Issuer promptly of any claim asserted against the Trustee or any of its agents, employees, officers, stockholders and directors for which it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer of its Obligations hereunder. The Issuer may, subject to the approval of the Trustee (which approval shall not be unreasonably withheld), defend the claim and the Trustee shall cooperate in the defense. The Trustee and its agents, employees, officers, stockholders and directors subject to the claim may have separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuer will not be required to pay such fees and expenses if, subject to the approval of the Trustee (which approval shall not be unreasonably withheld), it assumes the Trustee’s defense and there is no conflict of interest between the Issuer and the Trustee and its agents, employees, officers, stockholders and directors subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuer need not pay for any settlement made without its written consent, which consent shall not be unreasonably withheld. The Issuer need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct.

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To secure the Issuer’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes against all money or property held or collected by the Trustee, in its capacity as Trustee, except money held in trust to pay interest on particular Notes. The obligations of the Issuer and the Guarantors to the Trustee under this Section shall not be subordinated to the payment of Senior Debt pursuant to Article Ten or Section 11.02 except assets or money held in trust to pay principal of or interest on particular Notes (with the exception of Permitted Junior Securities and trusts established pursuant to Article Eight).

When the Trustee incurs expenses or renders services after a Default specified in Section 6.01(5) or (6) occurs, such expenses and the compensation for such services shall be paid to the extent allowed under any Bankruptcy Law and are intended to constitute expenses of administration under any Bankruptcy Law.

Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

The Trustee shall comply with the provisions of TIA§ 313(b)(2) to the extent applicable.

SECTION 7.08. Replacement of Trustee.

The Trustee may resign at any time by so notifying the Issuer in writing. The Holders of a majority in principal amount of the outstanding Notes may remove the Trustee by so notifying the Issuer and the Trustee and may appoint a successor Trustee. The Issuer may remove the Trustee if:

(1) the Trustee fails to comply with Section 7.10;

(2) the Trustee is adjudged a bankrupt or an insolvent;

(3) a receiver or other public officer takes charge of the Trustee or its property; or

(4) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall notify each Holder of such event and shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.

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A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Immediately after that, the retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.07, all property held by it as Trustee to the successor Trustee under this Indenture, subject to the Lien provided in Section 7.07, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Holder.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the Holders of at least 10% in principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee at the expense of the Issuer.

If the Trustee fails to comply with Section 7.10, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

SECTION 7.09. Successor Trustee by Merger, Etc.

If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the resulting, surviving or transferee corporation without any further act shall, if such resulting, surviving or transferee corporation is otherwise eligible hereunder, be the successor Trustee; provided that such corporation shall be otherwise qualified and eligible under this Article Seven.

SECTION 7.10. Eligibility; Disqualification.

This Indenture shall always have a Trustee who satisfies the requirement of TIA §§ 310(a)(1), 310(a)(2) and 310(a)(5). The Trustee shall have a combined capital and surplus of at least $150,000,000 as set forth in its most recent published annual report of condition. In addition, if the Trustee is a corporation included in a bank holding company system, the Trustee, independently of the bank holding company, shall meet the capital requirements of TIA § 310(a)(2). The Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities, or certificates of interest or participation in other securities, of the Issuer are outstanding, if the requirements for such exclusion set forth in TIA § 310(b)(1) are met. The provisions of TIA § 310 shall apply to the Issuer and any other obligor of the Notes.

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SECTION 7.11. Preferential Collection of Claims Against the Issuer.

The Trustee, in its capacity as Trustee hereunder, shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

ARTICLE EIGHT

DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01. Termination of the Issuer’s Obligations.

(a) The Issuer may terminate its obligations under the Notes and this Indenture, except those obligations referred to in the penultimate paragraph of this Section 8.01, if all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes which have been replaced or paid or Notes for whose payment U.S. Legal Tender or U.S. Government Securities, or a combination thereof, in such amount as is, in the opinion of a nationally recognized firm of independent public accountants, sufficient without consideration of reinvestment of such interest, to pay principal of, premium, if any, and interest on the outstanding Notes to maturity or redemption, has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Issuer has paid all sums payable by it hereunder, or if:

(1) either (i) pursuant to Article Three, the Issuer shall have given notice to the Trustee and mailed a notice of redemption to each Holder of the redemption of all of the Notes in accordance with the provisions hereof or (ii) all Notes have otherwise become or will become due and payable by reason of the mailing of a notice of redemption or otherwise within one (1) year hereunder;

(2) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust solely for the benefit of the Holders of that purpose, U.S. Legal Tender, non-callable U.S. Government Securities, or a combination thereof, in amounts as is, in the opinion of a nationally recognized firm of independent public accountants, sufficient without consideration of reinvestment of such interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and Additional Interest, if any, and accrued interest on the outstanding Notes to maturity or redemption; provided that the Trustee shall have been irrevocably instructed to apply such U.S. Legal Tender or U.S. Government Securities, or a combination thereof, to the payment of said principal, premium, if any, and

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interest with respect to the Notes; and provided further, that from and after the time of deposit, the U.S. Legal Tender or U.S. Government Securities, or the combination thereof, deposited shall not be subject to the rights of holders of Senior Debt pursuant to the provisions of Article Ten;

(3) no Default or Event of Default with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than a Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will not result in a breach or violation of, or constitute a default under, any material instrument to which the Issuer is a party or by which it is bound;

(4) the Issuer shall have paid all other sums payable by it hereunder; and

(5) the Issuer shall have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be.

The Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent providing for or relating to the termination of the Issuer’s obligations under the Notes and this Indenture have been complied with. Such Opinion of Counsel shall also state that such satisfaction and discharge does not result in a default under the Credit Agreement or any other material agreement or instrument then known to such counsel that binds or affects the Issuer.

(b) Subject to the next sentence and notwithstanding anything in Section 8.01(a), the Issuer’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 7.07, 8.05 and 8.06 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08. After the Notes are no longer outstanding, the Issuer’s obligations in Sections 7.07, 8.05 and 8.06 shall survive.

After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Issuer’s obligations under the Notes and this Indenture except for those surviving obligations specified above.

SECTION 8.02. Legal Defeasance and Covenant Defeasance.

(a) The Issuer may, at its option and at any time, elect to have either paragraph (b) or (c) below applied to all outstanding Notes upon compliance with the conditions set forth in Section 8.03.

(b) Upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (b), the Issuer and the Guarantors shall, subject to the satisfaction

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of the conditions set forth in Section 8.03, be deemed to have been discharged from their obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture (with respect to such Notes) referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture (with respect to such Notes) and the Guarantors shall be deemed to have satisfied all of their obligations under the Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(i) the rights of Holders of outstanding Notes issued hereunder to receive payments in respect of the principal of, or interest or premium and Additional Interest, if any, on such Notes when such payments are due from the trust referred to below;

(ii) the Issuer’s obligations with respect to the Notes issued hereunder concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(iii) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection therewith; and

(iv) this Article Eight.

Subject to compliance with this Article Eight, the Issuer may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.02(c) hereof.

(c) Upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03 hereof, be released from their obligations under the covenants contained in Sections 4.04, 4.05, 4.07 and 4.09 through 4.18 and clause (4) of Section 5.01(a) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for

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accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.03 hereof, clauses (3), (4), (5) (with respect to a Significant Subsidiary), (6) (with respect to a Significant Subsidiary), (7) and (8) of Section 6.01 hereof shall not constitute Events of Default.

SECTION 8.03. Conditions to Legal Defeasance or Covenant Defeasance.

The following shall be the conditions to the application of either Section 8.02(b) or 8.02(c) hereof to the outstanding Notes:

(a) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the applicable Notes issued hereunder, cash in U.S. Legal Tender, non-callable U.S. Government Securities, or a combination thereof, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and Additional Interest, if any, on the outstanding Notes issued hereunder on the Stated Maturity or on the applicable Redemption Date, as the case may be, and the Issuer must specify whether the Notes are being defeased to maturity or to a particular Redemption Date;

(b) in the case of an election under Section 8.02(b) hereof, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the Holders of the respective outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(c) in the case of an election under Section 8.02(c) hereof, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the respective outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will

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be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings) or insofar as Events of Default resulting from the borrowing of funds or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit;

(e) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Restricted Subsidiaries is a party or by which the Issuer or any of its Restricted Subsidiaries is bound;

(f) the Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or others;

(g) the Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and

(h) the Issuer shall have delivered to the Trustee an Opinion of Counsel (which may be subject to customary exceptions) to the effect that (A) the trust funds will not be subject to any rights of holders of Senior Debt, including, without limitation, those arising under this Indenture, and (B) after the 91^st day following the deposit, the trust funds will not be subject to the effect of the preference provisions of Section 547 of the United States Federal Bankruptcy Code.

SECTION 8.04. Application of Trust Money.

The Trustee or Paying Agent shall hold in trust U.S. Legal Tender or U.S. Government Securities, deposited with it pursuant to this Article Eight, and shall apply the deposited U.S. Legal Tender or the money from U.S. Government Notes, in accordance with this Indenture to the payment of principal of and interest on the Notes. The Trustee shall be under no obligation to invest said U.S. Legal Tender or U.S. Government Securities, except as it may agree with the Issuer.

The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Legal Tender or U.S. Government Securities, deposited pursuant to Section 8.03 or the principal and interest received in respect thereof

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other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the Issuer’s request any U.S. Legal Tender or U.S. Government Securities, held by it as provided in Section 8.03 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.05. Repayment to the Issuer.

Subject to this Article Eight, the Trustee and the Paying Agent shall promptly pay to the Issuer upon request any excess U.S. Legal Tender or U.S. Government Securities, held by them at any time and thereupon shall be relieved from all liability with respect to such money. The Trustee and the Paying Agent shall pay to the Issuer upon request any money held by them for the payment of principal or interest that remains unclaimed for two years; provided that the Trustee or such Paying Agent, before being required to make any payment, may at the expense of the Issuer cause to be published once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money notice that such money remains unclaimed and that after a date specified therein which shall be at least 30 days from the date of such publication or mailing any unclaimed balance of such money then remaining will be repaid to the Issuer. After payment to the Issuer, Holders entitled to such money must look to the Issuer for payment as general creditors unless an applicable law designates another Person.

SECTION 8.06. Reinstatement.

If the Trustee or Paying Agent is unable to apply any U.S. Legal Tender or U.S. Government Securities, in accordance with this Article Eight by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article Eight until such time as the Trustee or Paying Agent is permitted to apply all such U.S. Legal Tender and U.S. Government Securities, in accordance with this Article Eight; provided that if the Issuer has made any payment of interest on or principal of any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the U.S. Legal Tender or U.S. Government Securities, held by the Trustee or Paying Agent.

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ARTICLE NINE

AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01. Without Consent of Holders.

Subject to Section 9.03, without the consent of any Holder, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3) to provide for the assumption of the Issuer’s obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s assets;

(4) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any Holder;

(5) to secure the Notes;

(6) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA;

(7) to add a Guarantee of the Notes, including, without limitation, by Holdco; or

(8) to release a Guarantor upon its sale or designation as an Unrestricted Subsidiary or other permitted release from its Guarantee; provided that such sale, designation or release is in accordance with the applicable provisions of this Indenture;

provided that the Issuer has delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate, each stating that such amendment or supplement complies with the provisions of this Section 9.01.

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SECTION 9.02. With Consent of Holders.

(a) Subject to Sections 6.07 and 9.03, the Issuer, the Guarantors and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), may amend or supplement this Indenture or the Notes without notice to any other Holders. Subject to Sections 6.07 and 9.03, the Holder or Holders of a majority in aggregate principal amount of then outstanding Notes may waive compliance with any provision of this Indenture or the Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) without notice to any other Holders (except a default in respect of the payment of principal or interest on the Notes).

(b) Notwithstanding Section 9.02(a), without the consent of each Holder affected, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than, subject to clause (11) below, the provisions of Sections 4.09 and 4.13);

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default or Event of Default in the payment of principal, or interest or premium, or Additional Interest, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration);

(5) make any Note payable in money other than that stated in the Notes;

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or interest or premium or Additional Interest, if any, on the Notes;

(7) waive a redemption payment with respect to any Note (other than, subject to clause (11) below, a payment required by one of the provisions of Section 4.09 or Section 4.13);

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(8) make any change in the preceding amendment and waiver provisions;

(9) impair the right of any Holder of the Notes to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

(10) modify the Guarantees in any manner adverse to the Holders; or

(11) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred or make and consummate an Asset Sale Offer in respect of an Asset Sale that has been consummated after a requirement to make an Asset Sale Offer has arisen.

(c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof.

(d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

SECTION 9.03. Effect on Senior Debt.

No amendment of, or supplement or waiver to, this Indenture shall adversely affect the rights of any holder of Senior Debt under the subordination provisions of this Indenture (including without limitation the provisions of Article Ten and Section 11.02 hereof) and the defined terms as used therein without the consent of such holder or its Representative.

SECTION 9.04. Compliance with TIA.

From the date on which this Indenture is qualified under the TIA, every amendment, waiver or supplement of this Indenture, the Notes or the Guarantees shall comply with the TIA as then in effect.

SECTION 9.05. Revocation and Effect of Consents.

(a) Until an amendment, waiver or supplement becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder

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of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to his Note or portion of his Note by notice to the Trustee or the Issuer received before the date on which the Trustee receives an Officers’ Certificate certifying that the Holders of the requisite principal amount of Notes have consented (and not theretofore revoked such consent) to the amendment, supplement or waiver.

(b) The Issuer may, but shall not be obligated to, fix a Record Date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver which record date shall be at least 30 days prior to the first solicitation of such consent. If a record date is fixed, then notwithstanding the last sentence of the immediately preceding paragraph, those Persons who were Noteholders at such Record Date (or their duly designated proxies), and only those Persons, shall be entitled to revoke any consent previously given, whether or not such Persons continue to be Holders after such Record Date. No such consent shall be valid or effective for more than 90 days after such Record Date. The Issuer shall inform the Trustee in writing of the fixed Record Date if applicable.

(c) After an amendment, supplement or waiver becomes effective, it shall bind every Noteholder, unless it makes a change described in any of clauses (1) through (11) of Section 9.02(b), in which case, the amendment, supplement or waiver shall bind only each Holder of a Note who has consented to it and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note; provided that any such waiver shall not impair or affect the right of any Holder to receive payment of principal of and interest on a Note, on or after the respective due dates expressed in such Note, or to bring suit for the enforcement of any such payment on or after such respective dates without the consent of such Holder.

SECTION 9.06. Notation on or Exchange of Notes.

If an amendment, supplement or waiver changes the terms of a Note, the Issuer may require the Holder of the Note to deliver it to the Trustee. The Issuer shall provide the Trustee with an appropriate notation on the Note about the changed terms and cause the Trustee to return it to the Holder at the Issuer’s expense. Alternatively, if the Issuer or the Trustee so determines, the Issuer in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

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SECTION 9.07. Trustee To Sign Amendments, Etc.

The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article Nine; provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its terms. Such Opinion of Counsel shall be at the expense of the Issuer.

ARTICLE TEN

SUBORDINATION OF SECURITIES

SECTION 10.01. Notes Subordinated to Senior Debt.

Notwithstanding anything to the contrary contained herein, the Issuer, for itself and its successors, and each Holder, by his or her acceptance of Notes, agrees that the payment of all Obligations owing to the Holders in respect of the Notes is subordinated, to the extent and in the manner provided in this Article Ten, to the prior payment in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, of all Obligations on Senior Debt (including the Obligations with respect to the Credit Agreement, whether outstanding on the Issue Date or thereafter incurred and including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt, whether or not a claim for such interest would be allowed in such proceeding). Notwithstanding the foregoing, the Holders may receive and retain Permitted Junior Securities and payments and distributions made relating to the Notes from the trust established pursuant to Article Eight shall not be so subordinated in right of payment, so long as the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt) with respect to the trust established pursuant to Article Eight are satisfied on the date of any deposit pursuant to said trust.

This Article Ten shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Senior Debt, and such provisions are made for the benefit of the holders of Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions.

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SECTION 10.02. Suspension of Payment When Designated Senior Debt Is in Default.

(a) If any default occurs and is continuing when payment is due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or fees or other amounts payable with respect to, any Designated Senior Debt (a “Payment Default”), then no payment or distribution of any kind or character shall be made by or on behalf of the Issuer or any other Person on its or their behalf with respect to any Obligations on or relating to the Notes or to acquire, defease or redeem any of the Notes for cash or assets or otherwise unless the default has been cured or waived; provided, however, that the Issuer may pay the Notes without regard to the foregoing if the Issuer and the Trustee receive written notice approving such payment from the Representative of the holders of such Designated Senior Debt.

(b) If any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “Non-payment Default”) and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a “Payment Blockage Notice”), then during the period (the “Payment Blockage Period”) beginning upon the delivery of such Payment Blockage Notice and ending on the earlier of the 179th day after such delivery and the date on which (x) such Nonpayment Default with respect to such Designated Senior Debt has been cured or waived or ceases to exist, (y) all Designated Senior Debt with respect to which any such event of default has occurred and is continuing is discharged or paid in full in cash or Cash Equivalents, or (z) the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period (unless the maturity of any Designated Senior Debt has been accelerated or a Payment Default exists), neither the Issuer nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on or with respect to the Notes or (y) acquire, defease or redeem any of the Notes for cash or assets or otherwise. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 179 days from the date the applicable Payment Blockage Notice is received by the Trustee and (y) only one such Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 10.02(b), no event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Payment Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period ending after the date of commencement of such Payment Blockage Period that, in either case, would give rise to an

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event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

(c) The foregoing Sections 10.02(a) and (b) shall not apply to (x) payments and distributions made relating to the Notes from the trust established pursuant to Article Eight, so long as the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt) are satisfied on the date of any deposit pursuant to said trust and (y) payment of Permitted Junior Securities. In addition, Holders may also receive and retain Permitted Junior Securities.

(d) In the event that any payment or distribution shall be received by the Trustee or any Holder when such payment or distribution is prohibited by the foregoing provisions of this Section 10.02, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Issuer and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt.

Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Notes (and such Holders may receive such payments only to the extent then permitted to do so by Section 10.02(a) and (b)).

SECTION 10.03. Notes Subordinated to Prior Payment of All Senior Debt on Dissolution, Liquidation or Reorganization of the Issuer.

(a) Upon any payment or distribution of assets of the Issuer of any kind or character, whether in cash, assets or securities, to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Issuer or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Issuer or its assets, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, before any payment or distribution of any kind or

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character is made on account of any Obligations on or relating to the Notes (except that Holders may receive and retain Permitted Junior Securities and payments from the trusts described in Article Eight), or for the acquisition, defeasance or redemption of any of the Notes for cash or assets or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of the Issuer of any kind or character, whether in cash, assets or securities, to which the Holders or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by the Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debt.

(b) To the extent any payment of Senior Debt (whether by or on behalf of the Issuer, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.

It is further agreed that any diminution (whether pursuant to court decree or otherwise, including without limitation for any of the reasons described in the preceding sentence) of the Issuer’s obligation to make any distribution or payment pursuant to any Senior Debt, except to the extent such diminution occurs by reason of the repayment (which has not been disgorged or returned) of such Senior Debt in cash or Cash Equivalents, shall have no force or effect for purposes of the subordination provisions contained in this Article Ten, with any turnover of payments as otherwise calculated pursuant to this Article Ten to be made as if no such diminution had occurred.

(c) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Issuer of any kind or character, whether in cash, assets or securities, shall be received by the Trustee or any Holder when such payment or distribution is prohibited by this Section 10.03, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for

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application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full in cash or Cash Equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

(d) The consolidation of the Issuer with, or the merger of the Issuer with or into, another corporation, partnership, trust or limited liability company or the liquidation or dissolution of the Issuer following the conveyance or transfer of all or substantially all of its assets, to another corporation, partnership, trust or limited liability company upon the terms and conditions provided in Article Five hereof and as long as permitted under the terms of the Senior Debt shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, assume the Issuer’s obligations hereunder in accordance with Article Five hereof.

SECTION 10.04. Payments May Be Made Prior to Dissolution.

Nothing contained in this Article Ten or elsewhere in this Indenture shall prevent (i) the Issuer, except under the conditions described in Sections 10.02 and 10.03, from making payments at any time for the purpose of making payments of principal of and interest on the Notes, or from depositing with the Trustee any moneys for such payments, or (ii) in the absence of actual knowledge by the Trustee that a given payment would be prohibited by Section 10.02 or 10.03, the application by the Trustee of any moneys deposited with it for the purpose of making such payments of principal of, and interest on, the Notes to the Holders entitled thereto unless at least two Business Days prior to the date upon which such payment would otherwise become due and payable a Responsible Officer of the Trustee shall have actually received the written notice provided for in the first sentence of Section 10.02(b) or in Section 10.07 (provided that, notwithstanding the foregoing, the Holders receiving any payments made in contravention of Section 10.02 and/or 10.03 (and the respective such payments) shall otherwise be subject to the provisions of Section 10.02 and Section 10.03). The Issuer shall give prompt written notice to the Trustee of any dissolution, winding-up, liquidation or reorganization of the Issuer, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein.

SECTION 10.05. Holders To Be Subrogated to Rights of Holders of Senior Debt.

Subject to the payment in full in cash or Cash Equivalents of all Senior Debt, the Holders of the Notes shall be subrogated to the rights of the holders of Senior Debt to receive payments or distributions of cash, assets or securities of the Issuer applicable to the Senior Debt until the Notes shall be paid in full; and, for the purposes of such subrogation, no such payments or distributions to the holders of the Senior Debt by or on behalf of the Issuer, or by or on behalf of the Holders by virtue of this Article Ten, which otherwise would have been made to the Holders shall, as between the Issuer and the Holders, be deemed to be a

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payment by the Issuer to or on account of the Senior Debt, it being understood that the provisions of this Article Ten are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Senior Debt, on the other hand.

SECTION 10.06. Obligations of the Issuer Unconditional.

Nothing contained in this Article Ten or elsewhere in this Indenture or in the Notes is intended to or shall impair, as among the Issuer, its creditors other than the holders of Senior Debt, and the Holders, the obligation of the Issuer, which is absolute and unconditional, to pay to the Holders the principal of and any interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Issuer other than the holders of the Senior Debt, nor shall anything herein or therein prevent the Holder of any Note or the Trustee on its behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, in respect of cash, assets or securities of the Issuer received upon the exercise of any such remedy.

SECTION 10.07. Notice to Trustee.

The Issuer shall give prompt written notice to the Trustee of any fact known to the Issuer which would prohibit the making of any payment to or by the Trustee in respect of the Notes pursuant to the provisions of this Article Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing from the Issuer, or from a holder of Senior Debt or a Representative therefor and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof).

In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article Ten, the Trustee may request such Person to furnish evidence to the satisfaction of the Trustee as to the amounts of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Ten, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

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SECTION 10.08. Reliance on Judicial Order or Certificate of Liquidating Agent.

Upon any payment or distribution of assets of the Issuer referred to in this Article Ten, the Trustee, subject to the provisions of Article Seven hereof, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which any insolvency, bankruptcy, receivership, dissolution, winding-up, liquidation, reorganization or similar case or proceeding is pending, or upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, assignee for the benefit of creditors, agent or other person making such payment or distribution, delivered to the Trustee or the Holders, for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of the Senior Debt and other Indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Ten.

SECTION 10.09. Trustee’s Relation to Senior Debt.

The Trustee and any agent of the Issuer or the Trustee shall be entitled to all the rights set forth in this Article Ten with respect to any Senior Debt which may at any time be held by it in its individual or any other capacity to the same extent as any other holder of Senior Debt and nothing in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder.

With respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article Ten, and no implied covenants or obligations with respect to the holders of Senior Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt.

Whenever a distribution is to be made or a notice given to holders or owners of Senior Debt, the distribution may be made and the notice may be given to their Representative, if any.

SECTION 10.10. Subordination Rights Not Impaired by Acts or Omissions of the Issuer or Holders of Senior Debt.

No right of any present or future holders of any Senior Debt to enforce subordination as provided herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Issuer or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Issuer with the terms of this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be charged with.

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Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt may, at any time and from time to time, without the consent of or notice to the Trustee, without incurring responsibility to the Trustee or the Holders and without impairing or releasing the subordination provided in this Article Ten or the obligations hereunder of the Holders to the holders of the Senior Debt, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt, or otherwise amend or supplement in any manner Senior Debt, or any instrument evidencing the same or any agreement under which Senior Debt is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt; (iii) release any Person liable in any manner for the payment or collection of Senior Debt; and (iv) exercise or refrain from exercising any rights against the Issuer and any other Person.

SECTION 10.11. Noteholders Authorize Trustee To Effectuate Subordination of Notes.

Each Holder by its acceptance of Notes authorizes and expressly directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate, as between the holders of Senior Debt and the Holders, the subordination provided in this Article Ten, and appoints the Trustee its attorney-in-fact for such purposes, including, in the event of any dissolution, winding-up, liquidation or reorganization of the Issuer (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of credits or otherwise) tending towards liquidation of the business and assets of the Issuer, the filing of a claim for the unpaid balance of its Notes and accrued interest in the form required in those proceedings.

If the Trustee does not file a proper claim or proof of debt in the form required in such proceeding prior to 30 days before the expiration of the time to file such claim or claims, then the holders of the Senior Debt or their Representative are or is hereby authorized to have the right to file and are or is hereby authorized to file an appropriate claim for and on behalf of the Holders of said Notes. Nothing herein contained shall be deemed to authorize the Trustee or the holders of Senior Debt or their Representative to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee or the holders of Senior Debt or their Representative to vote in respect of the claim of any Holder in any such proceeding.

SECTION 10.12. This Article Ten Not To Prevent Events of Default.

The failure to make a payment on account of principal of, premium, if any, or interest on the Notes by reason of any provision of this Article Ten will not be construed as preventing the occurrence of an Event of Default.

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SECTION 10.13. Trustee’s Compensation Not Prejudiced.

Nothing in this Article Ten will apply to amounts due to the Trustee for its own account (other than payments of Obligations owing to Holders in respect of Notes) pursuant to other sections of this Indenture.

ARTICLE ELEVEN

GUARANTEES

SECTION 11.01. Unconditional Guarantee.

Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, on a senior subordinated basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer or any other Guarantors to the Holders or the Trustee hereunder or thereunder: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Issuer or any Guarantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and (z) the due and punctual payment and performance of all other obligations of the Issuer and all other obligations of the other Guarantors (including under the Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the due and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors thereunder in the same manner and to the same extent as the obligations of the Issuer.

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Each of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and the Guarantee. The Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article Eleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Guarantee.

SECTION 11.02. Subordination of Guarantee.

The obligations of each Guarantor under its Guarantee pursuant to this Article Eleven shall be junior and subordinated to the prior payment in full in cash or Cash Equivalents of Guarantor Senior Debt on the same basis as the Notes are junior and subordinated to Senior Debt of the Issuer. For the purposes of the foregoing sentence, the Trustee and the Holders shall have the right to receive and/or retain payments by any of the Guarantors only at such times as they may receive and/or retain payments in respect of the Notes pursuant to this Indenture, including Article Ten hereof.

SECTION 11.03. Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to

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the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Guarantee and this Article Eleven shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Eleven, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent transfer or conveyance.

SECTION 11.04. Execution and Delivery of Guarantee for Future Guarantors.

To further evidence its Guarantee set forth in Section 11.01, each Restricted Subsidiary that is required to become a Guarantor hereby agrees to execute a supplement to this Indenture or a Guarantee, substantially in the form of Exhibit G hereto, and deliver it to the Trustee. Such Guarantee or supplement to this Indenture shall be executed on behalf of each Guarantor by either manual or facsimile signature of one Officer or other person duly authorized by all necessary corporate action of each Guarantor who shall have been duly authorized to so execute by all requisite corporate action. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note.

Each of the Guarantors hereby agrees that its Guarantee set forth in Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.

If an Officer of a Guarantor whose signature is on this Indenture or a Guarantee no longer holds that office at the time the Trustee authenticates the Note on which such Guarantee is endorsed or at any time thereafter, such Guarantor’s Guarantee of such Note shall nevertheless be valid.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Guarantee set forth in this Indenture on behalf of each Guarantor.

SECTION 11.05. Release of a Guarantor.

(a) The Guarantee of a Guarantor will be released:

(1) (a) upon the sale, disposition or other transfer (including through merger or consolidation) of all of the Capital Stock (or any sale, disposition or other transfer of Capital Stock following which the applicable Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the applicable Guarantor

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if such sale, disposition or other transfer is made in compliance with clauses (1), (2) and (3) of Section 4.13(a);

(b) if the Issuer designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.11 and the definition of “Unrestricted Subsidiary;”

(c) in the case of any Restricted Subsidiary which after the Issue Date is required to guarantee the Notes pursuant to Section 4.16, upon the release or discharge of the guarantee by such Restricted Subsidiary in the circumstances described in Section 4.16;

(d) if the Issuer (1) exercises its option under Section 8.02(b) or 8.02(c) or (2) discharges its Obligations under this Indenture in accordance with the terms hereof; and

(2) in the case of clause (1)(a) above, if such Guarantor is released from its guarantee, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of the Issuer or any Restricted Subsidiary (other than a Foreign Subsidiary);

provided, however, in any case that any such termination shall occur only to the extent that none of the Equity Interests of such Guarantor are pledged for the benefit of any holder of any Indebtedness of the Issuer or any Indebtedness of any Restricted Subsidiary of the Issuer.

The Trustee shall execute an appropriate instrument prepared by the Issuer evidencing the release of a Guarantor from its obligations under its Guarantee upon receipt of a request by the Issuer or such Guarantor accompanied by an Officers’ Certificate and an Opinion of Counsel certifying as to the compliance with this Section 11.05; provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers’ Certificates of the Issuer.

(b) In addition, the Issuer shall not permit any Guarantor to consolidate with, merge with or into any person (other than the Issuer or another Guarantor) and shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unless:

(A)(1) either: (a) the Guarantor is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States

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of America or the District of Columbia (such Person being herein called the “Successor Guarantor”);

(2) the Successor Guarantor (if other than the Guarantor) assumes by means of a supplemental indenture all the obligations of the Guarantor under its Guarantee, this Indenture and the Registration Rights Agreement; and

(3) immediately after such transaction no Default or Event of Default exists; or

(B) the transaction is made in compliance with Section 4.13(a).

Except as set forth in Articles Four and Five and this Section 11.05, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

SECTION 11.06. Waiver of Subrogation.

Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the Issuer’s obligations under the Notes or this Indenture and such Guarantor’s obligations under the Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Issuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other assets or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.06 is knowingly made in contemplation of such benefits.

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SECTION 11.07. Immediate Payment.

Each Guarantor agrees to make immediate payment to the Trustee on behalf of the Holders of all Guarantee Obligations owing or payable to the respective Holders upon receipt of a demand for payment therefor by the Trustee to such Guarantor in writing.

SECTION 11.08. No Setoff.

Each payment to be made by a Guarantor hereunder in respect of the Guarantee Obligations shall be payable in the currency or currencies in which such Guarantee Obligations are denominated, and shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

SECTION 11.09. Guarantee Obligations Absolute.

Subject to the provisions of Section 11.02, the obligations of each Guarantor hereunder are and shall be absolute and unconditional and any monies or amounts expressed to be owing or payable by each Guarantor hereunder which may not be recoverable from such Guarantor on the basis of a Guarantee shall be recoverable from such Guarantor as a primary obligor and principal debtor in respect thereof.

SECTION 11.10. Guarantee Obligations Continuing.

Subject to the other provisions of this Indenture, the obligations of each Guarantor hereunder shall be continuing and shall remain in full force and effect until all such obligations have been paid and satisfied in full. Each Guarantor agrees with the Trustee that it will from time to time deliver to the Trustee suitable acknowledgments of this continued liability hereunder and under any other instrument or instruments in such form as counsel to the Trustee may advise and as will prevent any action brought against it in respect of any default hereunder being barred by any statute of limitations now or hereafter in force and, in the event of the failure of a Guarantor so to do, it hereby irrevocably appoints the Trustee the attorney and agent of such Guarantor to make, execute and deliver such written acknowledgment or acknowledgments or other instruments as may from time to time become necessary or advisable, in the judgment of the Trustee on the advice of counsel, to fully maintain and keep in force the liability of such Guarantor hereunder.

SECTION 11.11. Guarantee Obligations Not Reduced.

The obligations of each Guarantor hereunder shall not be satisfied, reduced or discharged solely by the payment of such principal, premium, if any, interest, fees and other monies or amounts as may at any time prior to discharge of this Indenture pursuant to Article Eight be or become owing or payable under or by virtue of or otherwise in connection with the Notes or this Indenture.

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SECTION 11.12. Guarantee Obligations Reinstated.

The obligations of each Guarantor hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment which would otherwise have reduced the obligations of any Guarantor hereunder (whether such payment shall have been made by or on behalf of the Issuer or by or on behalf of a Guarantor) is rescinded or reclaimed from any of the Holders upon the insolvency, bankruptcy, liquidation or reorganization of the Issuer or any Guarantor or otherwise, all as though such payment had not been made. If demand for, or acceleration of the time for, payment by the Issuer or any other Guarantor is stayed upon the insolvency, bankruptcy, liquidation or reorganization of the Issuer or such Guarantor, all such Indebtedness otherwise subject to demand for payment or acceleration shall nonetheless be payable by each Guarantor as provided herein.

SECTION 11.13. Guarantee Obligations Not Affected.

The obligations of each Guarantor hereunder shall not be affected, impaired or diminished in any way by any act, omission, matter or thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation:

(i) any limitation of status or power, disability, incapacity or other circumstance relating to the Issuer or any other Person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting the Issuer or any other Person;

(ii) any irregularity, defect, unenforceability or invalidity in respect of any indebtedness or other obligation of the Issuer or any other Person under this Indenture, the Notes or any other document or instrument;

(iii) any failure of the Issuer or any other Guarantor, whether or not without fault on its part, to perform or comply with any of the provisions of this Indenture, the Notes or any Guarantee, or to give notice thereof to a Guarantor;

(iv) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against the Issuer or

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any other Person or their respective assets or the release or discharge of any such right or remedy;

(v) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Issuer or any other Person;

(vi) any change in the time, manner or place of payment of, or in any other term of, any of the Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Notes or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Notes;

(vii) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Issuer or a Guarantor;

(viii) any merger or amalgamation of the Issuer or a Guarantor with any Person or Persons;

(ix) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Guarantee Obligations or the obligations of a Guarantor under its Guarantee; and

(x) any other circumstance, including release of the Guarantor pursuant to Section 11.05 (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of the Issuer under this Indenture or the Notes or of a Guarantor in respect of its Guarantee hereunder.

SECTION 11.14. Waiver.

Without in any way limiting the provisions of Section 11.01, each Guarantor hereby waives notice of acceptance hereof, notice of any liability of any Guarantor hereunder, notice or proof of reliance by the Holders upon the obligations of any Guarantor hereunder, and diligence, presentment, demand for payment on the Issuer, protest, notice of dishonor or non-payment of any of the Guarantee Obligations, or other notice or formalities to the Issuer or any Guarantor of any kind whatsoever.

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SECTION 11.15. No Obligation To Take Action Against the Issuer.

Neither the Trustee nor any other Person shall have any obligation to enforce or exhaust any rights or remedies against the Issuer or any other Person or any property of the Issuer or any other Person before the Trustee is entitled to demand payment and performance by any or all Guarantors of their liabilities and obligations under their Guarantees or under this Indenture.

SECTION 11.16. Dealing with the Issuer and Others.

The Holders, without releasing, discharging, limiting or otherwise affecting in whole or in part the obligations and liabilities of any Guarantor hereunder and without the consent of or notice to any Guarantor, may

(i) grant time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Issuer or any other Person;

(ii) take or abstain from taking security or collateral from the Issuer or from perfecting security or collateral of the Issuer;

(iii) release, discharge, compromise, realize, enforce or otherwise deal with or do any act or thing in respect of (with or without consideration) any and all collateral, mortgages or other security given by the Issuer or any third party with respect to the obligations or matters contemplated by this Indenture or the Notes;

(iv) accept compromises or arrangements from the Issuer;

(v) apply all monies at any time received from the Issuer or from any security upon such part of the Guarantee Obligations as the Holders may see fit or change any such application in whole or in part from time to time as the Holders may see fit; and

(vi) otherwise deal with, or waive or modify their right to deal with, the Issuer and all other Persons and any security as the Holders or the Trustee may see fit.

SECTION 11.17. Default and Enforcement.

If any Guarantor fails to pay in accordance with Section 11.07 hereof, the Trustee may proceed in its name as trustee hereunder in the enforcement of the Guarantee of any such Guarantor and such Guarantor’s obligations thereunder and hereunder by any

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remedy provided by law, whether by legal proceedings or otherwise, and to recover from such Guarantor the obligations.

SECTION 11.18. Amendment, Etc.

No amendment, modification or waiver of any provision of this Indenture relating to any Guarantor or consent to any departure by any Guarantor or any other Person from any such provision will in any event be effective unless it is signed by such Guarantor and the Trustee.

SECTION 11.19. Acknowledgment.

Each Guarantor, if any, hereby acknowledges communication of the terms of this Indenture and the Notes and consents to and approves of the same.

SECTION 11.20. Costs and Expenses.

Each Guarantor shall pay on demand by the Trustee any and all costs, fees and expenses (including, without limitation, legal fees on a solicitor and client basis) incurred by the Trustee, its agents, advisors and counsel or any of the Holders in enforcing any of their rights under any Guarantee.

SECTION 11.21. No Merger or Waiver; Cumulative Remedies.

No Guarantee shall operate by way of merger of any of the obligations of a Guarantor under any other agreement, including, without limitation, this Indenture. No failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, remedy, power or privilege hereunder or under this Indenture or the Notes, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under this Indenture or the Notes preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges in the Guarantee and under this Indenture, the Notes and any other document or instrument between a Guarantor and/or the Issuer and the Trustee are cumulative and not exclusive of any rights, remedies, powers and privilege provided by law.

SECTION 11.22. Guarantee in Addition to Other Guarantee Obligations.

The obligations of each Guarantor under its Guarantee and this Indenture are in addition to and not in substitution for any other obligations to the Trustee or to any of the Holders in relation to this Indenture or the Notes and any guarantees or security at any time held by or for the benefit of any of them.

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SECTION 11.23. Severability.

Any provision of this Article Eleven which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction unless its removal would substantially defeat the basic intent, spirit and purpose of this Indenture and this Article Eleven.

SECTION 11.24. Successors and Assigns.

Each Guarantee shall be binding upon and inure to the benefit of each Guarantor and the Trustee and the other Holders and their respective successors and permitted assigns, except that no Guarantor may assign any of its obligations hereunder or thereunder.

ARTICLE TWELVE

MISCELLANEOUS

SECTION 12.01. TIA Controls.

If any provision of this Indenture limits, qualifies, or conflicts with another provision which is required or deemed to be included in this Indenture by the TIA, such required or deemed provision shall control.

SECTION 12.02. Notices.

Any notices or other communications required or permitted hereunder shall be in writing, and shall be sufficiently given if made by hand delivery, by telex, by nationally recognized overnight courier service, by telecopier or registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

if to the Issuer and/or any Guarantor:

Loews Cineplex Entertainment Corporation
711 Fifth Avenue
New York, NY 10022
Attention:	John Walker, Senior Vice President, Chief Financial Officer and Treasurer
Facsimile:	(646) 521-6375

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with a copy to:
Loews Cineplex Entertainment Corporation
711 Fifth Avenue
New York, NY 10022
Attention:	Michael Politi, Esq., Corporate Counsel
Facsimile:	(646) 521-6267
Ropes & Gray LLP
One International Place
Boston, MA 02110
Attention:	Jane Goldstein
Telephone:	(617) 951-7316
Facsimile:	(617) 951-7050
if to the Trustee:
U.S. Bank National Association
60 Livingston Avenue, EP-MN-WS3C
St. Paul, MN 55107
Attention:	Corporate Trust Administration
Telephone:	(651) 495-3918
Facsimile:	(651) 495-8097

Each of the Issuer and the Trustee by written notice to each other such Person and the Representative under the Credit Agreement may designate additional or different addresses for notices to such Person. Any notice or communication to the Issuer and the Trustee, shall be deemed to have been given or made as of the date so delivered if personally delivered; when answered back; when receipt is acknowledged, if telecopied; five (5) calendar days after mailing if sent by registered or certified mail, postage prepaid (except that a notice of change of address shall not be deemed to have been given until actually received by the addressee); and next Business Day if by nationally recognized overnight courier service.

Any notice or communication mailed to a Noteholder shall be mailed to him by first class mail or other equivalent means at his address as it appears on the registration books of the Registrar and shall be sufficiently given to him if so mailed within the time prescribed. All notices to the Holder will be valid if published in the Wall Street Journal or such other English language daily newspaper with general circulation in the U.S. Any notice shall be

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deemed given on the date of publication or, if so published more than once on different dates, on the date of first publication. If publication as provided above is not practicable, notice will be given in such other manner, and shall be deemed to have been given on such date, as the Trustee shall approve.

Failure to mail a notice or communication to a Noteholder or any defect in it shall not affect its sufficiency with respect to other Noteholders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

SECTION 12.03. Communications by Holders with Other Holders.

Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture, the Notes or the Guarantees. The Issuer, the Trustee, the Registrar and any other Person shall have the protection of TIA § 312(c).

SECTION 12.04. Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuer to the Trustee to take any action under this Indenture, the Issuer shall furnish to the Trustee at the request of the Trustee:

(a) an Officers’ Certificate, in form and substance satisfactory to the Trustee, stating that, in the opinion of the signers, all conditions precedent to be performed or effected by the Issuer, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(b) an Opinion of Counsel stating that, in the opinion of such counsel, any and all such conditions precedent have been complied with.

SECTION 12.05. Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture, other than the Officers’ Certificate required by Section 4.06, shall include:

(a) a statement that the Person making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

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(c) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with or satisfied; and

(d) a statement as to whether or not, in the opinion of each such Person, such condition or covenant has been complied with; provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

SECTION 12.06. Rules by Trustee, Paying Agent, Registrar.

The Trustee, Paying Agent or Registrar may make reasonable rules for its functions.

SECTION 12.07. Legal Holidays.

If a payment date is not a Business Day, payment may be made on the next succeeding day that is a Business Day.

SECTION 12.08. Governing Law.

This Indenture, the Notes and the Guarantees will be governed by and construed in accordance with the laws of the State of New York.

SECTION 12.09. No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuer or any of its Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 12.10. No Recourse Against Others.

No direct or indirect parent and no director, officer, employee, incorporator, member, partner, stockholder of the Issuer, any Subsidiary or any direct or indirect parent shall have any liability for any obligations of the Issuer or any Guarantor under the Notes, this Indenture, the Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. Such waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws, and it is the view of the Commission that such waiver is against public policy.

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SECTION 12.11. Successors.

All agreements of the Issuer in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successor.

SECTION 12.12. Duplicate Originals.

All parties may sign any number of copies of this Indenture. Each signed copy or counterpart shall be an original, but all of them together shall represent the same agreement.

SECTION 12.13. Severability.

In case any one or more of the provisions in this Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

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SIGNATURES

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed all as of the date first written above.

LCE ACQUISITION CORPORATION
By:
	Name:	Ian Reynolds
	Title:	Vice President, Assistant Treasurer and Assistant Secretary

LCE ACQUISITIONSUB, INC.
By:
	Name:	Ian Reynolds
	Title:	Vice President, Assistant Treasurer and Assistant Secretary

LCE MEXICAN HOLDINGS, INC.
By:
	Name:	Ian Reynolds
	Title:	Vice President, Assistant Treasurer and Assistant Secretary

EACH GUARANTOR LISTED ON EXHIBIT H HERETO
By:
	Name:	John J. Walker
	Title:	Senior Vice President, Chief Financial Officer and Treasurer of each Guarantor listed on Exhibit H hereto

S-1

U.S. BANK NATIONAL ASSOCIATION,   as Trustee
By:
	Name:
	Title:

S-2

The undersigned hereby acknowledges and agrees that, upon the effectiveness of the merger of LCE Acquisition Corporation with and into Loews Cineplex Entertainment Corporation with Loews Cineplex Entertainment Corporation continuing as the surviving corporation under the name “Loews Cineplex Entertainment Corporation,” it will succeed by operation of law to all of the rights and obligations of LCE Acquisition Corporation set forth herein and that all references herein to the “Issuer” shall thereupon be deemed to be references to the undersigned.

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

By:
	Name:	John J. Walker
	Title:	Senior Vice President, Chief Financial Officer and Treasurer

S-3

EXHIBIT A

[FORM OF INITIAL NOTE]

LCE ACQUISITION CORPORATION

9% Senior Subordinated Notes due 2014

	CUSIP No. ISIN No.
No.	$[                        ]

LCE ACQUISITION CORPORATION, a Delaware corporation (the “Issuer,” which term includes any successor corporation), for value received promises to pay to CEDE & CO. or its registered assigns, the principal sum of [                    ] dollars ($                ) on August 1, 2014.

Interest Payment Dates: February 1 and August 1, commencing February 1, 2005.

Record Dates: January 15 and July 15.

Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place.

A-1

IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or by facsimile by its duly authorized officers.

LCE ACQUISITION CORPORATION
By:
	Name:
	Title:

The undersigned hereby acknowledges and agrees that, upon the effectiveness of the merger of LCE Acquisition Corporation with and into Loews Cineplex Entertainment Corporation with Loews Cineplex Entertainment Corporation continuing as the surviving corporation under the name “Loews Cineplex Entertainment Corporation” it will succeed by operation of law to all of the rights and obligations of LCE Acquisition Corporation set forth herein and that all references herein to the “Issuer” shall thereupon be deemed to be references to the undersigned.

LOEWS CINEPLEX ENTERTAINMENT CORPORATION
By:
	Name:
	Title:

A-2

CERTIFICATE OF AUTHENTICATION

This is one of the 9% Senior Subordinated Notes due 2014 described in the within-mentioned Indenture.

Dated:	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	By:
		Authorized Signatory

A-3

(Reverse of Note)

LCE ACQUISITION CORPORATION

9% Senior Subordinated Notes due 2014

[Insert the Global Note Legend, if applicable pursuant to the provisions of this Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of this Indenture]

Capitalized terms used herein shall have the meanings assigned to them in this Indenture referred to below unless otherwise indicated.

SECTION 1. Interest. LCE Acquisition Corporation, a Delaware corporation (such corporation and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Issuer”), promises to pay interest on the principal amount of this Note at 9% per annum from July 30, 2004 until maturity provided, however, that if a Registration Default (as defined in the Registration Rights Agreement) occurs, additional interest will accrue on this Security at a rate of 0.25% per annum (increasing by an additional 0.25% per annum after each consecutive 90-day period that occurs after the date on which such Registration default occurs up to a maximum additional interest rate of 1.00%) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured.¹ The Issuer will pay interest semi-annually on February 1 and August 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further, that the first Interest Payment Date shall be February 1, 2005. The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand to the extent lawful at the interest rate applicable to the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30 day months.

¹ Insert if at the date of issuance of the Exchange Note any Registration Default has occurred with respect to the related Initial Note during the interest period in which such date of issuance occurs.

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SECTION 2. Method of Payment. The Issuer will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes at the close of business on January 15 or July 15 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of this Indenture with respect to defaulted interest. The Notes will be issued in denominations of $1,000 and integral multiples of $1,000. The Issuer shall pay the principal of, premium, if any, and interest on the Notes in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts (“U.S. Legal Tender”). The principal of, premium, if any, and interest on the Notes shall be payable at the office or agency of the Issuer maintained for such purpose in the Borough of Manhattan, The City of New York, State of New York, or at such other office or agency of the Issuer as may be maintained for such purpose pursuant to Section 2.03 of this Indenture; provided, however, that, at the option of the Issuer, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the registry maintained by the Registrar or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than three Business Days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

SECTION 3. Paying Agent and Registrar. Initially, U.S. Bank National Association, the Trustee under this Indenture, will act as Paying Agent and Registrar. The Issuer may change any Paying Agent or Registrar without notice to any Holder. The Issuer or any Affiliate may act in any such capacity.

SECTION 4. Indenture. The Issuer issued the Notes under an Indenture dated as of July 30, 2004 (“Indenture”) among the Issuer, the Guarantors and the Trustee. The terms of the Notes include those stated in this Indenture and those made part of this Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”). The Notes are subject to all such terms, and Holders are referred to this Indenture and the TIA for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

SECTION 5. Optional Redemption. (a) The Notes may be redeemed, in whole or in part, at any time prior to August 1, 2009, at the option of the Issuer upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a Redemption Price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional

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Interest, if any, to, the applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date).

For purposes of the preceding paragraph, the following terms will have the following definitions:

“Applicable Premium” means, with respect to any Note on any applicable Redemption Date, the greater of:

(1) 1.0% of the then outstanding principal amount of the Note; and

(2) the excess of:

(a) the present value at such redemption date of (i) the Redemption Price of the Note at August 1, 2009 (such Redemption Price being set forth in the table appearing under paragraph (b)) plus (ii) all required interest payments due on the Note, through August 1, 2009 (excluding accrued but unpaid interest to such Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over

(b) the then outstanding principal amount of the Note.

“Treasury Rate” means, as of the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to August 1, 2009; provided, however, that if the period from such redemption date to August 1, 2009, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

(b) On or after August 1, 2009, the Notes will be subject to redemption at any time at the option of the Issuer, in whole or in part, upon not less than 30 nor more than 60 days’ notice mailed by first class mail to each Holder’s registered address, at the Redemption Prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on August 1 of the years indicated below:

Year	Percentage
2009	104.500	%
2010	103.000	%
2011	101.500	%
2012 and thereafter	100.000	%

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SECTION 6. Optional Redemption upon Equity Offering. From time to time prior to August 1, 2007, the Issuer may on any one or more occasions redeem in the aggregate up to 35% of the aggregate principal amount of Notes issued under this Indenture (calculated after giving effect to the issuance of Additional Notes), with the net cash proceeds of one or more Equity Offerings, at a Redemption Price equal to 109.000% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the redemption date; provided that (i) at least 65% of the aggregate principal amount of Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by the Issuer and its Subsidiaries) and (ii) such redemption shall occur within 90 days of the date of the closing of such Equity Offering (disregarding the date of the closing of any over-allotment option with respect thereto).

SECTION 7. Mandatory Redemption. For the avoidance of doubt, an offer to purchase pursuant to Section 8 hereof shall not be deemed a redemption. The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

SECTION 8. Offers To Purchase. The Indenture provides that upon the occurrence of a Change of Control or an Asset Sale and subject to further limitations contained therein, the Issuer shall make an offer to purchase outstanding Notes in accordance with the procedures set forth in this Indenture.

SECTION 9. Notice of Redemption. Notice of redemption will be mailed by first class mail at least 30 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.

SECTION 10. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in this Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by this Indenture. The Issuer or the Registrar is not required to transfer or exchange any Note selected for redemption. Also, the

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Issuer or the Registrar is not required to transfer or exchange any Notes for a period of 15 days before a selection of Notes to be redeemed.

SECTION 11. Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes.

SECTION 12. Amendment, Supplement and Waiver. Subject to certain exceptions, this Indenture and the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, and any existing Default or compliance with any provision may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding (except a payment default or in respect of a covenant or provision that cannot be modified without the consent of each affected Holder). Without notice to or consent of any Holder, the parties thereto may amend or supplement this Indenture and the Notes to, among other things, cure any ambiguity, defect or inconsistency in this Indenture, provide for uncertificated Notes in addition to certificated Notes, comply with any requirements of the Commission in connection with the qualification of this Indenture under the TIA, or make any change that does not adversely affect the legal rights of any Holder of a Note.

SECTION 13. Defaults and Remedies. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes generally may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency as set forth in this Indenture, with respect to the Issuer, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment of principal or interest) if it determines that withholding notice is in the interest of the Holders. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any Default and its consequences under this Indenture except a continuing Default in the payment of interest on, or the principal of, the Notes or in respect of certain covenants set forth in this Indenture.

SECTION 14. Restrictive Covenants. The Indenture contains certain covenants that, among other things, limit the ability of the Issuer and its Restricted Subsidiaries to make restricted payments, to incur indebtedness, to create liens, to sell assets, to permit restrictions on dividends and other payments by Restricted Subsidiaries of the Issuer, to consolidate, merge or sell all or substantially all of its assets or to engage in transactions with affiliates. The limitations are subject to a number of important qualifications and exceptions. The Issuer must annually report to the Trustee on compliance with such limitations.

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SECTION 15. No Recourse Against Others. No direct or indirect parent and no director, officer, employee, incorporator, member, partner, stockholder of Loews, any Subsidiary or any direct or indirect parent will have any liability for any obligations of Loews or any Guarantor under the Notes, the Indenture, the Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws, and it is the view of the Commission that such waiver is against public policy.

SECTION 16. Trustee Dealings with the Issuer. Subject to certain limitations imposed by the Securities Act, the Trustee under this Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer, its Subsidiaries or their respective Affiliates as if it were not the Trustee.

SECTION 17. Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent on the other side of this Security.

SECTION 18. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

SECTION 19. Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes. Pursuant to, but subject to the exceptions in, the Registration Rights Agreement, the Issuer and the Guarantors, if any, will be obligated to consummate an exchange offer pursuant to which the Holder of this Note shall have the right to exchange this Initial Note for a 9% Senior Subordinated Note due 2014 of the Issuer which shall have been registered under the Securities Act, in like principal amount and having terms identical in all material respects to this Initial Note (except that such note shall not be entitled to Additional Interest). The Holders shall be entitled to receive certain Additional Interest in the event such exchange offer is not consummated or the Notes are not offered for resale and upon certain other conditions, all pursuant to and in accordance with the terms of the Registration Rights Agreement.²

SECTION 20. Guarantees. The Notes will be entitled to the benefits of certain Guarantees made for the benefit of the Holders. The Guarantees are subordinated to the payment of Guarantor Senior Debt. Reference is hereby made to this Indenture for a

² This Section not to appear on Exchange Notes.

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statement of the respective rights, limitations of rights, duties and obligations thereunder of the Guarantors, the Trustee and the Holders.

SECTION 21. Subordination. The Notes are subordinated to Senior Debt, as defined in this Indenture. To the extent provided in this Indenture, Senior Debt must be paid before the Notes may be paid. The Issuer agrees, and each Holder by accepting a Note agrees, to the subordination provisions contained in this Indenture and authorizes the Trustee to give them effect and appoints the Trustee as attorney-in-fact for such purpose.

SECTION 22. CUSIP Numbers and ISINs. The Issuer has caused CUSIP numbers and ISINs to be printed on the Notes and has directed the Trustee to use CUSIP numbers and ISINs in notices of redemption as a convenience to the Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

SECTION 23. Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of New York

The Issuer will furnish to any Holder upon written request and without charge a copy of this Indenture. Requests may be made to:

Loews Cineplex Entertainment Corporation

711 Fifth Avenue

New York, NY 10022

Attention: John Walker, Senior Vice President, Chief Financial Officer and Treasurer

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ASSIGNMENT FORM

I or we assign and transfer this Note to:

(Insert assignee’s social security or tax I.D. number)

(Print or type name, address and zip code of assignee)

and irrevocably appoint:

Agent to transfer this Note on the books of the Issuer. The Agent may substitute another to act for him.

Date:	Your Signature:
		(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.09 or Section 4.13 of this Indenture, check the appropriate box:

Section 4.09 [     ]             Section 4.13 [     ]

If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.09 or Section 4.13 of this Indenture, state the amount: $                    

Dated:	Signed:
		(Sign exactly as name appears on the other side of this Note)

Signature Guarantee:
	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Trustee)

Signature Guarantee:

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The following increases or decreases in this Global Note have been made:

Date of Exchange Amount of decrease in
Principal Amount of this
Global Note Amount of increase in
Principal Amount of this
Global Note Principal Amount of this
Global Note following
such decrease or increase
Signature of authorized
signatory of Trustee or
Securities Custodian

EXHIBIT B

[FORM OF LEGEND FOR RULE 144A NOTES AND

OTHER NOTES THAT ARE RESTRICTED NOTES]

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE U.S. TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE U.S. IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITIES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

B-1

BY ITS ACQUISITION OF THIS SECURITY THE HOLDER HEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE AND HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF PLANS, INDIVIDUAL RETIREMENT ACCOUNTS OR OTHER ARRANGEMENTS THAT ARE SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF SUCH PLANS, ACCOUNTS OR ARRANGEMENTS, OR (II) THE PURCHASE AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.

B-2

[FORM OF ASSIGNMENT FOR RULE 144A NOTES AND OTHER NOTES THAT ARE RESTRICTED NOTES]

I or we assign and transfer this Note to:

(Insert assignee’s social security or tax I.D. number)

(Print or type name, address and zip code of assignee)

and irrevocably appoint:

Agent to transfer this Note on the books of the Issuer. The Agent may substitute another to act for him.

[Check One]

¨(a) this Note is being transferred in compliance with the exemption from registration under the Securities Act provided by Rule 144A thereunder.

or

¨(b) this Note is being transferred other than in accordance with (a) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and this Indenture.

If none of the foregoing boxes is checked, the Trustee or Registrar shall not be obligated to register this Note in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Sections 2.01 and 2.06 of this Indenture shall have been satisfied.

Date:	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Signature Guarantee:

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

B-3

TO BE COMPLETED BY TRANSFEROR IF (a) ABOVE IS CHECKED

The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act, and, accordingly, the Transferor hereby further certifies that the beneficial interest or certificated Note is being Transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or certificated Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of this Indenture, the Transferred beneficial interest or certificated Note will be subject to the restrictions on transfer enumerated on the Rule 144A Notes and/or the certificated Note and in this Indenture and the Securities Act.

Dated:
	NOTICE:	To be executed by an executive officer

B-4

EXHIBIT C

[FORM OF LEGEND FOR REGULATION S NOTES]

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.

EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL NOTE OR ANY OTHER SECURITY REPRESENTING AN INTEREST IN THE NOTES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE “40-DAY DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(3) OF REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED (I) TO THE COMPANY, (II) OUTSIDE THE UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOTIFY ANY PURCHASER OF THIS NOTE OF THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE.

C-1

AFTER THE EXPIRATION OF THE RESTRICTED PERIOD, BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY BE EXCHANGED FOR INTERESTS IN A RULE 144A GLOBAL NOTE ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE NOTES IN COMPLIANCE WITH RULE 144A, AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL NOTE FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THE INDENTURE) TO THE EFFECT THAT THE REGULATION S GLOBAL NOTE IS BEING TRANSFERRED TO A PERSON (A) WHO THE TRANSFEROR REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, (B) PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A AN INSTITUTIONAL “ACCREDITED INVESTOR” IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

AFTER THE EXPIRATION OF THE RESTRICTED PERIOD, BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY BE EXCHANGED FOR INTERESTS IN AN INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTE ONLY IF SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE NOTES TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITIES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT.

BENEFICIAL INTEREST IN A RULE 144A GLOBAL NOTE MAY BE TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE REGULATION S GLOBAL NOTE, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THE INDENTURE) TO THE EFFECT THAT SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S.

C-2

[FORM OF ASSIGNMENT FOR REGULATION S NOTE]

I or we assign and transfer this Note to:

(Insert assignee’s social security or tax I.D. number)

(Print or type name, address and zip code of assignee)

and irrevocably appoint:

Agent to transfer this Note on the books of the Issuer. The Agent may substitute another to act for him.

[Check One]

¨ (a) this Note is being transferred in compliance with the exemption from registration under the Securities Act provided by Regulation S thereunder.

or

¨ (b) this Note is being transferred other than in accordance with (a) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and this Indenture.

If none of the foregoing boxes is checked, the Trustee or Registrar shall not be obligated to register this Note in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Sections 2.01 and 2.06 of this Indenture shall have been satisfied.

Date:	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Signature Guarantee:

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

C-3

TO BE COMPLETED BY TRANSFEROR IF (a) ABOVE IS CHECKED

The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(a)(2) or Rule 904(a)(2) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed Transfer is being made prior to the expiration of the restricted period under Regulation S, the Transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an initial purchaser). Upon consummation of the proposed Transfer in accordance with the terms of this Indenture, the Transferred beneficial interest or certificated Note will be subject to the restrictions on Transfer enumerated on the Regulation S Notes and/or the certificated Note and in this Indenture and the Securities Act.

Dated:
	NOTICE:	To be executed by an executive officer

C-4

EXHIBIT D

[FORM OF LEGEND FOR GLOBAL NOTE]

Any Global Note authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Note) in substantially the following form:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

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EXHIBIT E

LCE Acquisition Corporation

711 Fifth Avenue

New York, NY 10022

In care of

CREDIT SUISSE FIRST BOSTON LLC

CITICORP GLOBAL CAPITAL MARKETS INC.

Bank of America Securities LLC

Deutsche Bank Securities Inc.

Lehman Brothers Inc.

c/o Credit Suisse First Boston LLC

Eleven Madison Avenue,

New York, New York 10010-3629

Ladies and Gentlemen:

This certificate is delivered to request a transfer of $[·] principal amount of the 9% Senior Subordinated Notes due 2014 (the “Note”) of LCE Acquisition Corporation (the “Company”).

Upon transfer, the Securities will be registered in the name of the new beneficial owner as follows:

Name:                                                    

Address:                                               

Taxpayer ID Number:                         

The undersigned represents and warrants to you that:

1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of such an institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment.

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2. We acknowledge that (a) neither the Company, nor the Initial Purchasers (as defined in the Offering Memorandum dated July 22, 2004, relating to the Notes (the “Final Memorandum”)) nor any person acting on behalf of the Company or the Initial Purchasers has made any representation to us with respect to the Company or the offer or sale of any Notes; and (b) any information we desire concerning the Company and the Notes or any other matter relevant to our decision to purchase the Notes (including a copy of the Final Memorandum) is or has been made available to us.

3. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date that is two years after the later of the date of original issue and the last date on which the Company or any affiliate of the Company was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (i) to the Company or any of its Subsidiaries, (ii) in the United States to a person whom we reasonably believe is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (iii) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is an institutional accredited investor purchasing for its own account or for the account of an institutional accredited investor, in each case in a minimum principal amount of the Notes of $250,000, (iv) outside the United States in a transaction complying with the provisions of Rule 904 of Regulation S under the Securities Act, (v) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if available) or (vi) pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (vi) subject to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made pursuant to clause (iii) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause (iii), (iv) or (v) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Company and the Trustee.

TRANSFEREE:                                         ,

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EXHIBIT F

Form of Certificate To Be Delivered

in Connection with Transfers

Pursuant to Regulation S

U.S. Bank National Association

100 Wall Street, Suite 1600

New York, NY 10005

Attention: [Corporate Trust Administration]

Re: LCE Acquisition Corporation (“the Issuer”) 9% Senior

Subordinated Notes due 2014 (the “Notes”)

Ladies and Gentlemen:

In connection with our proposed sale of $[            ] aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

(a) the offer of the Notes was not made to a person in the United States;

(b) either (i) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (ii) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been prearranged with a buyer in the United States;

(c) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(a)(2) or Rule 904(a)(2) of Regulation S, as applicable; and

(d) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

In addition, if the sale is made during a restricted period and the provisions of Rule 903(b)(2) or Rule 904(b)(1) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(b)(3) or Rule 904(b)(3), as the case may be.

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The Trustee and the Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S.

Very truly yours,
[Name of Transferor]
By:
	Authorized Signature

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EXHIBIT G

FORM OF INDENTURE SUPPLEMENT TO ADD NOTE GUARANTORS

This Supplemental Indenture, dated as of [                     ], 20     (this “Supplemental Indenture” or “Guarantee”), among [name of future Notes Guarantor] (the “Guarantor”), Loews Cineplex Entertainment Corporation (together with its successors and assigns, the “Company”), each other then existing Guarantor under this Indenture referred to below (the “Notes Guarantors”), and U.S. Bank National Association, as Trustee under this Indenture referred to below.

W I T N E S S E T H:

WHEREAS, the Company, the Notes Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of July 30, 2004 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of 9% Senior Subordinated Notes due 2014 of the Company (the “Notes”);

WHEREAS, Section 4.16 of this Indenture provides that the Company is required to cause each Restricted Subsidiary that Guarantees any Indebtedness of the Company or any of its Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis with the other Notes Guarantors, the full and prompt payment of the principal of, premium, if any, and interest on the Notes on a senior subordinated basis; and

WHEREAS, pursuant to Section 9.01 of this Indenture, the Trustee and the Company are authorized to execute and deliver this Supplemental Indenture to amend or supplement this Indenture, without the consent of any Holder;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantor, the Company, the other Notes Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

ARTICLE I

Definitions

SECTION 1.1 Defined Terms. As used in this Supplemental Indenture, terms defined in this Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “Holders” in this Guarantee shall refer to the term “Holders” as defined in this Indenture and the Trustee acting on behalf or for the benefit of such Holders. The words

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“herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE II

Agreement to be Bound; Guarantee

SECTION 2.1 Agreement to be Bound. The Guarantor hereby becomes a party to this Indenture as a Notes Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Notes Guarantor under this Indenture. The Guarantor agrees to be bound by all of the provisions of this Indenture applicable to a Notes Guarantor and to perform all of the obligations and agreements of a Notes Guarantor under this Indenture.

SECTION 2.2 Guarantee. The Guarantor agrees, on a joint and several basis with all the existing Notes Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Obligations on a senior subordinated basis as provided in Articles Ten and Eleven of this Indenture.

ARTICLE III

Miscellaneous

SECTION 3.1 Notices. All notices and other communications to the Guarantor shall be given as provided in this Indenture to the Guarantor, at its address set forth below, with a copy to the Company as provided in this Indenture for notices to the Company.

SECTION 3.2 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or this Indenture or any provision herein or therein contained.

SECTION 3.3 Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 3.4 Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions; and the invalidity of a particular provision in a particular jurisdictions shall not invalidate such provision in any other jurisdiction.

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SECTION 3.5 Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, this Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of this Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture.

SECTION 3.6 Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute one and the same agreement.

SECTION 3.7 Headings. The headings of the Articles and the sections in this Guarantee are for convenience of reference only, are not part of this Supplemental Indenture and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

[GUARANTOR], as a Guarantor
By:
	Name:
	Title:
	[Address]

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:
	Name:
	Title:

LOEWS CINEPLEX ENTERTAINMENT CORPORATION
By:
	Name:	John J. Walker
	Title:	Senior Vice President, Chief Financial Officer and Treasurer

By each of the Guarantors party to the Indenture:
By:
	Name:	John J. Walker
	Title:	Senior Vice President, Chief Financial Officer and Treasurer of each Guarantor

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EXHIBIT H

Guarantors

Name	State of Incorporation
Loews Citywalk Theatre Corporation	CA
S&J Theatres, Inc.	CA
Loews Bristol Cinemas, Inc.	CT
Loews Connecticut Cinemas, Inc.	CT
Downtown Boston Cinemas, LLC	DE
Farmers Cinemas, Inc.	DE
Gateway Cinemas, LLC	DE
Kips Bay Cinemas, Inc.	DE
LCE Mexican Holdings, Inc.	DE
Lewisville Cinemas, LLC	DE
Loews Acquisition Corp.	DE
Loews Akron Cinemas, Inc.	DE
Loews Arlington Cinemas, Inc.	DE
Loews Bay Terrace Cinemas, Inc.	DE
Loews Berea Cinemas, Inc.	DE
Loews Cineplex Entertainment Corporation	DE
Loews Cineplex International Holdings, Inc.	DE
Loews Cineplex Theatres, Inc.	DE
Loews Cineplex Theatres Holdco, Inc.	DE
Loews Cineplex U.S. Callco, LLC	DE
Loews Garden State Cinemas, LLC	DE
Loews Greenwood Cinemas, Inc.	DE
Loews North Versailles Cinemas, LLC	DE
Loews Plainville Cinemas, LLC	DE
Loews Stonybrook Cinemas, Inc.	DE
Loews Theatre Management Corp.	DE
Loews Theatres Clearing Corp.	DE
Loews USA Cinemas Inc.	DE
Loews Vestal Cinemas, Inc.	DE

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Loews Washington Cinemas, Inc.	DE
LTM New York, Inc.	DE
LTM Turkish Holdings, Inc.	DE
Methuen Cinemas, LLC	DE
Ohio Cinemas, LLC	DE
Plitt Southern Theatres, Inc.	DE
Plitt Theatres, Inc.	DE
Poli-New England Theatres, Inc.	DE
Richmond Mall Cinemas, LLC	DE
RKO Century Warner Theatres, Inc.	DE
Springfield Cinemas, LLC	DE
Star Theatres of Michigan, Inc.	DE
Star Theatres, Inc.	DE
The Walter Reade Organization, Inc.	DE
Theater Holdings, Inc.	DE
U.S.A. Cinemas, Inc.	DE
Waterfront Cinemas, LLC	DE
Crestwood Cinemas, Inc.	IL
Illinois Cinemas, Inc.	IL
Loews Chicago Cinemas, Inc.	IL
Loews Merrillville Cinemas, Inc.	IL
Loews Piper’s Theaters, Inc.	IL
Loews Rolling Meadows Cinemas, Inc.	IL
North Star Cinemas, Inc.	IL
Rosemont Cinemas, Inc.	IL
Skokie Cinemas, Inc.	IL
South Holland Cinemas, Inc.	IL
Webster Chicago Cinemas, Inc.	IL
Woodfield Cinemas, Inc.	IL
Woodridge Cinemas, Inc.	IL
Loews Century Mall Cinemas, Inc.	IN
Loews Cherry Tree Mall Cinemas, Inc.	IN
Loews Lafayette Cinemas, Inc.	IN
Fall River Cinema, Inc.	MA

H-2

Liberty Tree Cinema Corp.	MA
Loews Cheri Cinemas, Inc.	MA
Loews Fresh Pond Cinemas, Inc.	MA
Nickelodeon Boston, Inc.	MA
Sack Theatres, Inc.	MA
Loews Baltimore Cinemas, Inc.	MD
Loews Centerpark Cinemas, Inc.	MD
Loews-Star Partners	MI
Brick Plaza Cinemas, Inc.	NJ
Jersey Garden Cinemas, Inc.	NJ
Loews East Hanover Cinemas, Inc.	NJ
Loews Freehold Mall Cinemas, Inc.	NJ
Loews Meadowland Cinemas 8, Inc.	NJ
Loews Meadowland Cinemas, Inc.	NJ
Loews Mountainside Cinemas, Inc.	NJ
Loews New Jersey Cinemas, Inc.	NJ
Loews Newark Cinemas, Inc.	NJ
Loews Ridgefield Park Cinemas, Inc.	NJ
Loews Toms River Cinemas, Inc.	NJ
Loews West Long Branch Cinemas, Inc.	NJ
Loews-Hartz Music Makers Theatres, Inc.	NJ
Music Makers Theatres, Inc.	NJ
New Brunswick Cinemas, Inc.	NJ
Parsippany Theatre Corp.	NJ
Red Bank Theatre Corporation	NJ
White Marsh Cinemas, Inc.	NJ
71st & 3rd Ave. Corp.	NY
Crescent Advertising Corporation	NY
Eton Amusement Corporation	NY
Forty-Second Street Cinemas, Inc.	NY
Hawthorne Amusement Corporation	NY
Hinsdale Amusement Corporation	NY
Lance Theatre Corporation	NY
Loews Astor Plaza, Inc.	NY

H-3

Loews Boulevard Cinemas, Inc.	NY
Loews Broadway Cinemas, Inc.	NY
Loews California Theatres, Inc.	NY
Loews Crystal Run Cinemas, Inc.	NY
Loews East Village Cinemas, Inc.	NY
Loews Elmwood Cinemas, Inc.	NY
Loews Levittown Cinemas, Inc.	NY
Loews Lincoln Theatre Holding Corp.	NY
Loews Orpheum Cinemas, Inc.	NY
Loess Palisades Center Cinemas, Inc.	NY
Loews Roosevelt Field Cinemas, Inc.	NY
Loews Trylon Theatre, Inc.	NY
Parkchester Amusement Corporation	NY
Putnam Theatrical Corporation	NY
Talent Booking Agency, Inc.	NY
Thirty-Fourth Street Cinemas, Inc.	NY
Loews Richmond Mall Cinemas, Inc.	OH
Mid-States Theatres, Inc.	OH
Loews Montgomery Cinemas, Inc.	PA
Stroud Mall Cinemas, Inc.	PA
Cityplace Cinemas, Inc	TX
Fountain Cinemas, Inc.	TX
Loews Arlington West Cinemas, Inc.	TX
Loews Deauville North Cinemas, Inc.	TX
Loews Fort Worth Cinemas, Inc.	TX
Loews Houston Cinemas, Inc.	TX
Loews Lincoln Plaza Cinemas, Inc.	TX
Loews Cineplex Entertainment Gift Card Corporation	VA
Loews Pentagon City Cinemas, Inc.	VA

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EX-4.2

Exhibit 4.2

EXECUTION VERSION

$315,000,000

LCE Acquisition Corporation

9% Senior Subordinated Notes Due 2014

REGISTRATION RIGHTS AGREEMENT

July 30, 2004

CREDIT SUISSE FIRST BOSTON LLC

CITICORP GLOBAL CAPITAL MARKETS INC.

Bank of America Securities LLC

Deutsche Bank Securities Inc.

Lehman Brothers Inc.

    c/o Credit Suisse First Boston LLC

        Eleven Madison Avenue,

            New York, New York 10010-3629

Dear Sirs:

LCE Acquisition Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to Credit Suisse First Boston LLC, Citicorp Global Capital Markets Inc., Banc of America Securities LLC, Deutsche Bank Securities Inc. and Lehman Brothers Inc. (collectively, the “Initial Purchasers”), upon the terms set forth in a Purchase Agreement dated as of July 22, 2003 (the “Purchase Agreement”), $315,000,000 aggregate principal amount of its 9 % Senior Subordinated Notes Due 2014 (the “Initial Securities”) to be guaranteed (the “Guaranties”) by each of the subsidiaries of the Company listed in Schedule I hereto (collectively, the “Guarantors”). The Initial Securities will be issued pursuant to an Indenture dated as of the date hereof (the “Indenture”), among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors have agreed to enter into this Agreement. Following the closing of the Company Merger (as defined in the Purchase Agreement), references in this Agreement to the Company will mean Loews Cineplex Entertainment Corporation, as the surviving company in the Merger. Accordingly, the Company and the Guarantors agree with the Initial Purchasers, for the benefit of the Initial Purchasers and the holders of the Securities (as defined below) (collectively the “Holders”), as follows:

1. Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1), the Company shall prepare and, on or before the earlier to occur of (x) April 15, 2005 and (y) the 30^th day following delivery from the Company’s independent auditors of an audit report covering our audited financial statements for the year ending December 31, 2004 (such date being a “Filing Deadline”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as

defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture, identical in all material respects to the Initial Securities and registered under the Securities Act (the “Exchange Securities”). The Company shall (i) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act not later than 120 days after the Filing Deadline described in this Section 1 (such 120^th day being an “Effectiveness Deadline”) and (ii) keep the Exchange Offer Registration Statement effective for not less than 40 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”).

If the Company commences the Registered Exchange Offer, the Company will be required to consummate the Registered Exchange Offer no later than 50 days after the date on which the Exchange Offer Registration Statement is declared effective (such 50th day being the “Consummation Deadline”).

Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States.

The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale.

The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons

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must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days following the effective date of the Registered Exchange Offer.

If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”.

In connection with the Registered Exchange Offer, the Company shall use its commercially reasonable efforts to:

(a) mail, or cause to be mailed, to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

(b) keep the Registered Exchange Offer open for not less than 40 days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders;

(c) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York, which may be the Trustee or an affiliate of the Trustee;

(d) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last business day on which the Registered Exchange Offer shall remain open; and

(e) otherwise comply with all applicable laws.

As soon as practicable after the close of the Registered Exchange Offer or the Private Exchange, as the case may be, the Company shall:

(x) accept for exchange all the Initial Securities validly tendered and not withdrawn pursuant to the Registered Exchange Offer and the Private Exchange, if any;

(y) deliver to the Trustee for cancellation all the Initial Securities so accepted for exchange; and

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(z) cause the Trustee to authenticate and deliver promptly to each Holder of the Initial Securities, Exchange Securities or Private Exchange Securities, as the case may be, equal in principal amount to the Initial Securities of such Holder so accepted for exchange, provided that, in the case of any Securities held in global form by a depositary, authentication and delivery to such depositary of one or more replacement Securities in global form in an equivalent principal amount thereto for the account of such Holders in accordance with the Indenture shall satisfy such authentication and delivery requirement.

The Indenture will provide that the Exchange Securities will not be subject to the transfer restrictions set forth in the Indenture and that all the Securities will vote and consent together on all matters as one class and that none of the Securities will have the right to vote or consent as a class separate from one another on any matter.

Each Holder participating in the Registered Exchange Offer shall be required to represent to the Company in writing, as a condition to its participation in the Registered Exchange Offer, that at the time of the consummation of the Registered Exchange Offer (i) any Exchange Securities received by such Holder will be acquired in its ordinary course of business, (ii) such Holder will have no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an “affiliate”, as defined in Rule 405 of the Securities Act, of the Company or if it is an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities and (v) if such Holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities.

Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

If following the date hereof there has been announced a change in Commission policy with respect to exchange offers that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Registered Exchange Offer is permitted by applicable federal law, the Company will use its commercially reasonable efforts to seek a no-action letter or other favorable decision from the Commission allowing the Company to consummate the Registered Exchange Offer. If commercially reasonable the Company will pursue the issuance

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of such a decision to the Commission staff level. In connection with the foregoing, the Company will take all such other commercially reasonable actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (i) participating in telephonic conferences with the Commission, (ii) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that the Registered Exchange Offer should be permitted and (iii) diligently pursuing a resolution (which need not be favorable) by the Commission staff.

2. Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated by the 60^th day after the Effectiveness Deadline for the Exchange Offer Registration Statement, (iii) any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take the following actions (the date on which any of the conditions described in the foregoing clauses (i) through (iv) occur, including in the case of clauses (iii) or (iv) the receipt of the required notice, being a “Trigger Date”):

(a) The Company shall promptly (but in no event later than the later of (i) 60 days after the Trigger Date or (ii) the later of (A) April 15, 2005 or (B) the 30th day after the Company receives audited financial statements from PricewaterhouseCoopers LLP (such later day being a “Filing Deadline”)) file with the Commission and thereafter use its commercially reasonable efforts to cause to be declared effective, in the case of Section 2(i) above, no later than 90 days after the Filing Deadline and, in the case of, Sections 2(ii), 2(iii) or 2(iv) above, no later than the 60^th day after the applicable Filing Deadline (such 90^th or 60^th day, as applicable, being an “Effectiveness Deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder; provided, further, that with respect to Private Exchange Securities received by an Initial Purchaser in exchange for Initial Securities constituting any portion of an unsold allotment, the Company may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of its obligations under this subsection with respect thereto, and any such Exchange Offer

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Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement; provided, however, that the use of a post-effective amendment in the manner described in this paragraph (a) will enable the Initial Purchasers to resell Private Exchange Securities under the Securities Act on an unrestricted basis to the same extent as would be possible under a Shelf Registration Statement.

(b) The Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earliest of (i) the time when the Securities covered by the Shelf Registration Statement can be sold pursuant to Rule 144 without any limitations under clauses (c), (e), (f) and (h) of Rule 144, (ii) two years from the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement and (iii) the date on which all the Securities registered thereunder are disposed of in accordance therewith. The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite time period if it voluntarily takes any action in bad faith or for the purpose of avoiding the Company’s obligations hereunder, or that would result in Holders of Securities covered thereby not being able to offer and sell such Securities at any time at which the Company is obligated hereunder to pay the maximum Additional Interest Rate set forth in Section 6(a).

(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

3. Registration Procedures. In connection with any Shelf Registration contemplated by Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply:

(a) The Company shall (i) use its commercially reasonable efforts to furnish to each Initial Purchaser, prior to the filing thereof with the Commission, a copy of the Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and, in the event that an Initial Purchaser (with respect to any portion of an unsold allotment from the original offering) is participating in the Registered Exchange Offer or the Shelf Registration Statement, the Company shall use its commercially reasonable efforts to reflect in each such document, when so filed with the Commission, such comments as such Initial Purchaser reasonably may propose; (ii) include the information set forth in Annex A hereto on the cover, in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section and in Annex C hereto in the “Plan of Distribution” section of the prospectus forming a part of the Exchange Offer Registration Statement and include the information

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set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; (iii) if requested by an Initial Purchaser, include the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in the prospectus forming a part of the Exchange Offer Registration Statement; (iv) include within the prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution”, which shall contain a summary statement of the positions taken or policies made by the staff of the Commission with respect to the potential “underwriter” status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of Exchange Securities received by such broker-dealer in the Registered Exchange Offer (a “Participating Broker-Dealer”), whether such positions or policies have been publicly disseminated by the staff of the Commission or such positions or policies, in the reasonable judgment of the Initial Purchasers based upon advice of counsel (which may be in-house counsel), represent the prevailing views of the staff of the Commission; and (v) in the case of a Shelf Registration Statement, include the names of the Holders who propose to sell Securities pursuant to the Shelf Registration Statement as selling security holders.

(b) The Company shall give written notice to the Initial Purchasers, the Holders of the Securities covered by any Shelf Registration Statement and in the case of an effective Exchange Offer Registration Statement any Participating Broker-Dealer from whom the Company has received prior written notice that it will be a Participating Broker-Dealer in the Registered Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes, if any, have been made):

(i) when the Registration Statement or any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective;

(ii) of any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information;

(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose;

(iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(v) of the happening of any event that requires the Company to make changes in the Registration Statement or the prospectus in order that the Registration Statement or the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or

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necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading.

(c) The Company shall make every commercially reasonable effort to obtain the withdrawal at the earliest possible time, of any order suspending the effectiveness of the Registration Statement.

(d) The Company shall furnish to each Holder of Securities included within the coverage of the Shelf Registration, without charge, at least one copy of the Shelf Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference).

(e) The Company shall deliver to each Exchanging Dealer and each Initial Purchaser, and to any other Holder who so requests in writing, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if any Initial Purchaser or any such Holder requests, all exhibits thereto (including those incorporated by reference).

(f) The Company shall, during the Shelf Registration Period, deliver to each Holder of Securities included within the coverage of the Shelf Registration, without charge, as many copies of the prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as such person may reasonably request in writing. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by each of the selling Holders of the Securities in connection with the offering and sale of the Securities covered by the prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement in accordance therewith.

(g) The Company shall deliver to each Initial Purchaser, any Exchanging Dealer, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in the Exchange Offer Registration Statement and any amendment or supplement thereto as such persons may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by any Initial Purchaser, if necessary, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the prospectus, or any amendment or supplement thereto, included in such Exchange Offer Registration Statement in accordance therewith.

(h) Prior to any public offering of the Securities pursuant to any Registration Statement, the Company shall register or qualify or cooperate with the Holders of the Securities included therein and their respective counsel in connection with the registration or qualification of the Securities for offer and sale under the securities or “blue sky” laws of such states of the United States as any Holder of the Securities

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reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Securities covered by such Registration Statement; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action which would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject.

(i) The Company shall cooperate with the Holders of the Securities to facilitate the timely preparation and delivery of certificates representing the Securities to be sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders may request a reasonable period of time prior to sales of the Securities pursuant to such Registration Statement.

(j) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of Section 3(b) above during the period for which the Company is required to maintain an effective Registration Statement, the Company shall promptly prepare and file a post-effective amendment to the Registration Statement or a supplement to the related prospectus and any other required document so that, as thereafter delivered to Holders of the Securities or purchasers of Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, provided however that in the case of an event contemplated by any of paragraphs (ii) through (iv) of Section 3(b), no such preparation or filing shall be required unless it would be necessary so that the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Initial Purchasers, the Holders of the Securities and any known Participating Broker-Dealer in accordance with paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the prospectus then the Initial Purchasers, the Holders of the Securities and any such Participating Broker-Dealers shall suspend use of such prospectus, and the period of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above and the Exchange Offer Registration Statement provided for in Section 1 above shall each be extended by the number of days from and including the date of the giving of such notice to and including the date when the Initial Purchasers, the Holders of the Securities and any known Participating Broker-Dealer shall have received such amended or supplemented prospectus pursuant to this Section 3(j) or the Company has otherwise notified such Initial Purchasers, Holders and known Participating Broker-Dealers that the existing prospectus may be used again.

(k) Not later than the effective date of the applicable Registration Statement, the Company will provide a CUSIP number for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, and provide the applicable trustee with printed certificates for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, in a form eligible for deposit with The Depository Trust Company.

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(l) The Company will comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Registered Exchange Offer or the Shelf Registration.

(m) The Company shall cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended, in a timely manner and containing such changes, if any, as shall be necessary for such qualification. In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture.

(n) The Company may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of the Securities as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement, and the Company may exclude from such registration the Securities of any Holder that fails to furnish such information within a reasonable time after receiving such request.

(o) The Company shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such other action, if any, as any Holder of the Securities shall reasonably request in order to facilitate the disposition of the Securities pursuant to any Shelf Registration.

(p) In the case of any Shelf Registration, the Company shall (i) make reasonably available for inspection by the Holders of the Securities, any underwriter participating in any disposition pursuant to the Shelf Registration Statement and any attorney, accountant or other agent retained by the Holders of the Securities or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and (ii) cause the Company’s officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Holders of the Securities or any such underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such persons, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that the foregoing inspection and information gathering shall be coordinated on behalf of the Initial Purchasers by the Representatives and on behalf of the other parties, by one counsel designated by and on behalf of such other parties as described in Section 4 hereof.

(q) In the case of any Shelf Registration, the Company, if requested by any Holder of Securities covered thereby, shall (i) use commercially reasonable efforts to obtain from its counsel an opinion and updates thereof relating to the Securities in customary form (which counsel and opinions (in form and substance) shall be reasonably satisfactory to the requesting party and its counsel), addressed to such Holders and the managing underwriters, if any, thereof and dated, in the case of the initial opinion, the effective date of such Shelf Registration Statement, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by the requesting party or its counsel; (ii) cause its officers to execute and deliver all customary documents and certificates and

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updates thereof reasonably requested by any underwriters of the applicable Securities and (iii) use commercially reasonable efforts to obtain from its independent public accountants and the independent public accountants with respect to any other entity for which financial information is provided in the Shelf Registration Statement a comfort letter addressed to the selling Holders of the applicable Securities and any underwriter therefor in customary form and covering matters of the type customarily covered in comfort letters in connection with primary underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72.

(r) In the case of the Registered Exchange Offer, if requested by any Initial Purchaser or any known Participating Broker Dealer, the Company shall use commercially reasonable efforts to obtain from (i) its counsel legal opinions addressed to such Initial Purchaser or such Participating Broker Dealer signed opinions in substantially the form set forth in Section 6(c) of the Purchase Agreement with such changes as are customary in connection with the preparation of a Registration Statement and (ii) its independent public accountants and the independent public accountants with respect to any other entity for which financial information is provided in the Registration Statement comfort letters addressed to such Initial Purchaser or such Participating Broker-Dealer, in customary form, meeting the requirements as to the substance thereof as set forth in Sections 6(a) and 6(g) of the Purchase Agreement, with appropriate date changes.

(s) If a Registered Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Initial Securities by Holders to the Company (or to such other Person as directed by the Company) in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be, the Company shall mark, or caused to be marked, on the Initial Securities so exchanged that such Initial Securities are being canceled in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be; in no event shall the Initial Securities be marked as paid or otherwise satisfied.

(t) The Company will use its commercially reasonable efforts to, if the Initial Securities have been rated prior to the initial sale of such Initial Securities, confirm that such ratings agencies will continue to rate the Securities covered by a Registration Statement.

(u) In the event that any broker-dealer registered under the Exchange Act shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Rules”) of the National Association of Securities Dealers, Inc. (“NASD”)) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company will assist such broker-dealer in complying with the requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 2720, shall so require, engaging a “qualified independent underwriter” (as defined in Rule 2720) to participate in the preparation of the Registration Statement relating to such Securities, to exercise usual standards of due

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diligence in respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 5 hereof and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules.

(v) The Company shall use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Securities covered by a Registration Statement contemplated hereby.

4. Registration Expenses.

(a) All expenses incident to the Company’s performance of and compliance with this Agreement will be borne by the Company, regardless of whether a Registration Statement is ever filed or becomes effective, including without limitation;

(i) all registration and filing fees and expenses;

(ii) all fees and expenses of compliance with federal securities and state “blue sky” or securities laws;

(iii) all expenses of printing (including printing certificates for the Securities to be issued in the Registered Exchange Offer and the Private Exchange and printing of Prospectuses), messenger and delivery services and telephone;

(iv) all fees and disbursements of counsel for the Company;

(v) all application and filing fees in connection with listing the Exchange Securities on a national securities exchange or automated quotation system pursuant to the requirements hereof of which there are none; and

(vi) all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance).

The Company will bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any person, including special experts, retained by the Company.

(b) In connection with any Shelf Registration Statement required by Section 2 of this Agreement, the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities who are selling or reselling Securities pursuant to the “Plan of Distribution” contained in the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Cravath, Swaine & Moore LLP unless another firm shall be chosen by the Holders of a majority in

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principal amount of the Transfer Restricted Securities for whose benefit such Shelf Registration Statement is being prepared.

5. Indemnification.

(a) The Company agrees to indemnify and hold harmless each Holder of the Securities, any Participating Broker-Dealer and each person, if any, who controls such Holder or such Participating Broker-Dealer within the meaning of the Securities Act or the Exchange Act (each Holder, any Participating Broker-Dealer and such controlling persons are referred to collectively as the “Indemnified Parties”) from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Securities) to which each Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus contained therein (in the case of any prospectus or preliminary prospectus, in light of the circumstances under which they were made) or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus or preliminary prospectus, in light of the circumstances under which they were made), and shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided, however, that (i) the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder or Participating Broker-Dealer from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to the extent that a prospectus relating to such Securities was required to be delivered by such Holder or Participating Broker-Dealer under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such Holder or Participating Broker-Dealer results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Securities to such person, a copy of the final prospectus if the Company had previously furnished copies thereof to such Holder or Participating Broker-Dealer; provided further, however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party. The Company shall also indemnify underwriters, their officers and directors and each person who controls such underwriters within the meaning of the

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Securities Act or the Exchange Act to the same extent as provided above with respect to the indemnification of the Holders of the Securities if requested by such Holders.

(b) Each Holder of the Securities, severally and not jointly, will indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which the Company or any such controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein; and, subject to the limitation set forth immediately preceding this clause, shall reimburse, as incurred, the Company for any legal or other expenses reasonably incurred by the Company or any such controlling person in connection with investigating or defending any loss, claim, damage, liability or action in respect thereof. This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Company or any of its controlling persons.

(c) Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action or proceeding (including a governmental investigation), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve it from any liability that it may have under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party will not be liable to such indemnified party under this Section 5 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all

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liability on any claims that are the subject matter of such action, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified party under subsections (a) or (b) above for the losses, claims, damages or liabilities referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in subsection (a) or (b) above in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the exchange of the Securities, pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Holder or such other indemnified party, as the case may be, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding any other provision of this Section 5(d), the Holders of the Securities shall not be required to contribute any amount in excess of the amount by which the net proceeds received by such Holders from the sale of the Securities pursuant to a Registration Statement exceeds the amount of damages which such Holders have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each person, if any, who controls such indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such indemnified party and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Company.

(e) The agreements contained in this Section 5 shall survive the sale of the Securities pursuant to a Registration Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party.

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6. Additional Interest Under Certain Circumstances.

(a) Additional interest (the “Additional Interest”) with respect to the Securities shall be assessed, as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”):

(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline;

(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the applicable Effectiveness Deadline;

(iii) the Registered Exchange Offer has not been consummated on or prior to the Consummation Deadline; or

(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective, provided, however, that a Registration Default shall not occur (x) with respect to an Exchange Offer Registration Statement that ceases to be effective if the Registered Exchange Offer is consummated on or prior to the Consummation Deadline, or (y) with respect to a Shelf Registration Statement that ceases to be effective, if the Shelf Registration Statement is declared effective by the Effectiveness Deadline or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder.

Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission.

Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 1.00% per annum.

(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the

16

related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.

(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

(d) “Transfer Restricted Securities” means each Security until (i) the date on which such Security has been exchanged by a person other than a broker-dealer for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange Offer of an Initial Security for an Exchange Security, the date on which such Exchange Security is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iv) the date on which such Security is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act.

7. Rules 144 and 144A. The Company shall use its commercially reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon written request. Upon the written request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such

17

requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

8. Underwritten Registrations. If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering.

No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

9. Miscellaneous.

(a) Remedies. The Company acknowledges and agrees that any failure by the Company to comply with its obligations under Section 1 and 2 hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s obligations under Sections 1 and 2 hereof. The Company further agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b) No Inconsistent Agreements. The Company will not on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s securities under any agreement in effect on the date hereof.

(c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, except by the Company and the written consent of the Holders of a majority in principal amount of the Securities affected by such amendment, modification, supplement, waiver or consents. Without the consent of the Holder of each Security, however, no modification may change the provisions relating to the payment of Additional Interest.

(d) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier which guarantees overnight delivery:

(1) if to a Holder of the Securities, at the most current address given by such Holder to the Company.

18

(2) if to the Initial Purchasers:

Credit Suisse First Boston LLC

Eleven Madison Avenue

New York, NY 10010-3629

Fax No.: (212) 325-8278

Attention: Transactions Advisory Group

and

Citigroup Global Capital Markets Inc.

388 Greenwich Street

New York, NY 10013

Fax No.: (212) 816-7912

with a copy to:

Cravath, Swaine & Moore LLP

825 Eighth Avenue

Worldwide Plaza

New York, NY 10019-7475

Fax No.: (212) 474-3700

Attention: W. Clayton Johnson

(3) if to the Company:

Loews Cineplex Entertainment Corporation

Fax No.: (646) 521-6267

Attention: General Counsel

with copies to:

Bain Capital Partners, LLC

111 Huntington Avenue

Boston, MA 02199

Fax No.: (617) 516-2010

Attention: Phil Loughlin

and

Ropes & Gray, LLP

One International Place

Boston, MA 02110

Fax No.: (617) 951-7050

Attention: Jane D. Goldstein

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three business days after being deposited in the

19

mail, postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator, if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier guaranteeing next day delivery.

(e) Third Party Beneficiaries. The Holders shall be third party beneficiaries to the agreements made hereunder between the Company, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary or advisable to protect their rights or the rights of Holders hereunder.

(f) Successors and Assigns. This Agreement shall be binding upon the Company and its successors and assigns.

(g) Counterparts. This Agreement may be executed in any number of counterparts (including by facsimile) and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

(j) Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(k) Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(l) Submission to Jurisdiction; Waiver of Immunities. Each of the parties hereto hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. To the extent that any such party may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law.

20

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Company and the Guarantors in accordance with its terms.

Very truly yours,
LCE ACQUISITION CORPORATION
By
	Name:
	Title:
LCE ACQUISITIONSUB, INC.
By
	Name:
	Title:
LCE MEXICAN HOLDINGS, INC.
By
	Name:
	Title:

The undersigned hereby acknowledges and agrees that, upon the effectiveness of the Company Merger (as defined in the Purchase Agreement) it will succeed by operation of law to all of the rights and obligations of the Company set forth herein and that all references herein to the “Company” shall thereupon be deemed to be references to the undersigned.

LOEWS CINEPLEX ENTERTAINMENT CORPORATION
By
	Name:
	Title:

The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written.

CREDIT SUISSE FIRST BOSTON LLC, as representative for the Initial Purchasers
By
	Name:
	Title:

The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written.

CITIGROUP GLOBAL CAPITAL MARKETS INC. as representative for the Initial Purchasers
By
	Name:
	Title:

The undersigned hereby acknowledges and agrees that, upon the effectiveness of the merger of LCE Acquisition Corporation with and into Loews Cineplex Entertainment Corporation with Loews Cineplex Entertainment Corporation continuing as the surviving corporation under the name “Loews Cineplex Entertainment Corporation,” it will succeed by operation of law to all of the rights and obligations of LCE Acquisition Corporation set forth herein and that all references herein to the “Company” shall thereupon be deemed to be references to the undersigned.

LOEWS CINEPLEX ENTERTAINMENT CORPORATION
By:
	Name:
	Title:

ANNEX A

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the effective date of the Exchange Offer Registration Statement (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

ANNEX B

Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.”

ANNEX C

PLAN OF DISTRIBUTION

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the effective date of the Exchange Offer Registration Statement, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until                 , 200  , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.¹

The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the effective date of the Exchange Offer Registration Statement, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

¹ In addition, the legend required by Item 502(e) of Regulation S–K will appear on the inside front cover page of the Exchange Offer prospectus below the Table of Contents.

ANNEX D

¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

SCHEDULE I

Subsidiary Guarantors

Name	State of Incorporation
Loews Citywalk Theatre Corporation	CA
S&J Theatres, Inc.	CA
Loews Bristol Cinemas, Inc.	CT
Loews Connecticut Cinemas, Inc.	CT
Downtown Boston Cinemas, LLC	DE
Farmers Cinemas, Inc.	DE
Gateway Cinemas, LLC	DE
Kips Bay Cinemas, Inc.	DE
LCE Mexican Holdings, Inc.	DE
Lewisville Cinemas, LLC	DE
Loeks Acquisition Corp.	DE
Loews Akron Cinemas, Inc.	DE
Loews Arlington Cinemas, Inc.	DE
Loews Bay Terrace Cinemas, Inc.	DE
Loews Berea Cinemas, Inc.	DE
Loews Cineplex Entertainment Corporation	DE
Loews Cineplex International Holdings, Inc.	DE
Loews Cineplex Theatres, Inc.	DE
Loews Cineplex Theatres Holdco, Inc.	DE
Loews Cineplex U.S. Callco, LLC	DE
Loews Garden State Cinemas, LLC	DE
Loews Greenwood Cinemas, Inc.	DE
Loews North Versailles Cinemas, LLC	DE
Loews Plainville Cinemas, LLC	DE
Loews Stonybrook Cinemas, Inc.	DE
Loews Theatre Management Corp.	DE
Loews Theatres Clearing Corp.	DE
Loews USA Cinemas Inc.	DE
Loews Vestal Cinemas, Inc.	DE
Loews Washington Cinemas, Inc.	DE
LTM New York, Inc.	DE
LTM Turkish Holdings, Inc.	DE
Methuen Cinemas, LLC	DE
Ohio Cinemas, LLC	DE
Plitt Southern Theatres, Inc.	DE
Plitt Theatres, Inc.	DE
Poli-New England Theatres, Inc.	DE

Richmond Mall Cinemas, LLC	DE
RKO Century Warner Theatres, Inc.	DE
Springfield Cinemas, LLC	DE
Star Theatres of Michigan, Inc.	DE
Star Theatres, Inc.	DE
The Walter Reade Organization, Inc.	DE
Theater Holdings, Inc.	DE
U.S.A. Cinemas, Inc.	DE
Waterfront Cinemas, LLC	DE
Crestwood Cinemas, Inc.	IL
Illinois Cinemas, Inc.	IL
Loews Chicago Cinemas, Inc.	IL
Loews Merrillville Cinemas, Inc.	IL
Loews Piper’s Theaters, Inc.	IL
Loews Rolling Meadows Cinemas, Inc.	IL
North Star Cinemas, Inc.	IL
Rosemont Cinemas, Inc.	IL
Skokie Cinemas, Inc.	IL
South Holland Cinemas, Inc.	IL
Webster Chicago Cinemas, Inc.	IL
Woodfield Cinemas, Inc.	IL
Woodridge Cinemas, Inc.	IL
Loews Century Mall Cinemas, Inc.	IN
Loews Cherry Tree Mall Cinemas, Inc.	IN
Loews Lafayette Cinemas, Inc.	IN
Fall River Cinema, Inc.	MA
Liberty Tree Cinema Corp.	MA
Loews Cheri Cinemas, Inc.	MA
Loews Fresh Pond Cinemas, Inc.	MA
Nickelodeon Boston, Inc.	MA
Sack Theatres, Inc.	MA
Loews Baltimore Cinemas, Inc.	MD
Loews Centerpark Cinemas, Inc.	MD
Loeks-Star Partners	MI
Brick Plaza Cinemas, Inc.	NJ
Jersey Garden Cinemas, Inc.	NJ
Loews East Hanover Cinemas, Inc.	NJ
Loews Freehold Mall Cinemas, Inc.	NJ
Loews Meadowland Cinemas 8, Inc.	NJ
Loews Meadowland Cinemas, Inc.	NJ
Loews Mountainside Cinemas, Inc.	NJ
Loews New Jersey Cinemas, Inc.	NJ
Loews Newark Cinemas, Inc.	NJ
Loews Ridgefield Park Cinemas, Inc.	NJ

Loews Toms River Cinemas, Inc.	NJ
Loews West Long Branch Cinemas, Inc.	NJ
Loews-Hartz Music Makers Theatres, Inc.	NJ
Music Makers Theatres, Inc.	NJ
New Brunswick Cinemas, Inc.	NJ
Parsippany Theatre Corp.	NJ
Red Bank Theatre Corporation	NJ
White Marsh Cinemas, Inc.	NJ
71st & 3rd Ave. Corp.	NY
Crescent Advertising Corporation	NY
Eton Amusement Corporation	NY
Forty-Second Street Cinemas, Inc.	NY
Hawthorne Amusement Corporation	NY
Hinsdale Amusement Corporation	NY
Lance Theatre Corporation	NY
Loews Astor Plaza, Inc.	NY
Loews Boulevard Cinemas, Inc.	NY
Loews Broadway Cinemas, Inc.	NY
Loew’s California Theatres, Inc.	NY
Loews Crystal Run Cinemas, Inc.	NY
Loews East Village Cinemas, Inc.	NY
Loews Elmwood Cinemas, Inc.	NY
Loews Levittown Cinemas, Inc.	NY
Loews Lincoln Theatre Holding Corp.	NY
Loews Orpheum Cinemas, Inc.	NY
Loews Palisades Center Cinemas, Inc.	NY
Loews Roosevelt Field Cinemas, Inc.	NY
Loews Trylon Theatre, Inc.	NY
Parkchester Amusement Corporation	NY
Putnam Theatrical Corporation	NY
Talent Booking Agency, Inc.	NY
Thirty-Fourth Street Cinemas, Inc.	NY
Loews Richmond Mall Cinemas, Inc.	OH
Mid-States Theatres, Inc.	OH
Loews Montgomery Cinemas, Inc.	PA
Stroud Mall Cinemas, Inc.	PA
Cityplace Cinemas, Inc	TX
Fountain Cinemas, Inc.	TX
Loews Arlington West Cinemas, Inc.	TX
Loews Deauville North Cinemas, Inc.	TX
Loews Fort Worth Cinemas, Inc.	TX

Loews Houston Cinemas, Inc.	TX
Loews Lincoln Plaza Cinemas, Inc.	TX
Loews Cineplex Entertainment Gift Card Corporation	VA
Loews Pentagon City Cinemas, Inc.	VA
Name	State of Incorporation
Loews Citywalk Theatre Corporation	CA
S&J Theatres, Inc.	CA

EX-5

EXHIBIT 5

(ROPES & GRAY LOGO)

ROPES & GRAY LLP

ONE INTERNATIONAL PLACE BOSTON, MA 02110-2624    617-951-7000    F 617-951-7050

BOSTON    NEW YORK    SAN FRANCISCO    WASHINGTON, DC

April 15, 2005 Ropes & Gray LLP

Loews Cineplex Entertainment Corporation

711 Fifth Avenue

New York, New York 10022

Re: $315,000,000 aggregate principal amount of 9% Senior Subordinated Notes due August 1, 2014 of Loews Cineplex Entertainment Corporation issued in exchange for $315,000,000 aggregate principal amount of 9% Senior Subordinated Notes due August 1, 2014 of Loews Cineplex Entertainment Corporation.

Ladies and Gentlemen:

We have acted as counsel to Loews Cineplex Entertainment Corporation, a Delaware corporation (the “Issuer”), and the Guarantors (as defined below) in connection with (i) the proposed issuance by the Issuer in an exchange offer (the “Exchange Offer”) of $315,000,000 aggregate principal amount of 9% Senior Subordinated Notes due August 1, 2014 (the “Exchange Notes”), which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for like principal amount of the Issuer’s outstanding 9% Senior Subordinated Notes due August 1, 2014 (the “Initial Notes”), which have not been, and will not be, so registered, (ii) the guarantee of the Exchange Notes (the “Exchange Guarantees”) by the Guarantors, and (iii) the preparation of the registration statement on Form S-4 filed by the Issuer and the Guarantors with the Securities and Exchange Commission (the “Registration Statement”) for the purpose of registering the Exchange Notes and the Exchange Guarantees under the Securities Act.

The Initial Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture dated as of July 30, 2004, (the “Indenture”) between the Issuer, the Guarantors listed on Exhibit H to the Indenture (collectively, the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”). The terms of the Exchange Guarantees are contained in the Indenture and the Exchange Guarantees will be issued pursuant to the Indenture. Capitalized terms defined in the Indenture and not otherwise defined herein are used herein with the meanings so defined.

This opinion is furnished in accordance with the requirements of Item 601(b) (5) of Regulation S-K under the Securities Act.

ROPES & GRAY LLP

Loews Cineplex	April 15, 2005
Entertainment Corporation

We have examined such documents and made such other investigation as we have deemed appropriate to render the opinion set forth below. As to matters of fact material to our opinion, we have relied, without independent verification, on representations made in the Indenture, certificates and other documents and other inquiries of officers of the Issuer and the Guarantors and of public officials.

The opinions expressed below are limited to matters governed by the corporate laws of the State of Delaware and the federal laws of the United States of America.

Based upon the foregoing, we are of the opinion that:

1. The Exchange Notes have been duly authorized by all requisite corporate action of the Issuer and, when executed and authenticated in accordance with the terms of the Indenture and delivered against receipt of the Initial Notes surrendered in exchange therefor upon completion of the Exchange Offer, the Exchange Notes will be entitled to the benefits of the Indenture and will (subject to the qualifications in the penultimate paragraph set forth below) constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms.

2. The Exchange Guarantees have been duly authorized by all requisite corporate, partnership or limited liability company action, as applicable, and, upon the due issuance of the Exchange Notes in accordance with the terms of the Indenture and the Exchange Offer and the due execution and delivery of the Exchange Guarantees by the Guarantors in accordance with the terms of the Indenture and the Exchange Offer, such Exchange Notes shall be entitled to the benefits of the Exchange Guarantees by the Guarantors, which will (subject to the qualifications in the penultimate paragraph set forth below) constitute legal, valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms.

Our opinion that the Exchange Notes and Exchange Guarantees constitute the legal, valid and binding obligations of the Issuer and the Guarantors, respectively, enforceable against the Issuer and the Guarantors, respectively, in accordance with their respective terms, is subject to, and we express no opinion with respect to, (i) bankruptcy, insolvency, reorganization, receivership, liquidation, moratorium, fraudulent conveyance and other similar laws relating to or affecting the rights or remedies of creditors or secured parties generally and (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law).

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP

EX-9.1

Exhibit 9.1

STOCKHOLDERS AGREEMENT

among

LCE Holdings, Inc.

LCE Intermediate Holdings, Inc.

LCE Holdco LLC

LCE Acquisition Corporation

and

Certain Stockholders of LCE Holdings, Inc. and LCE Intermediate Holdings, Inc.

Dated as of July 30, 2004

TABLE OF CONTENTS

1. EFFECTIVENESS; DEFINITIONS	2
1.1. Closing	2
1.2. Definitions	2
2. VOTING AGREEMENT	2
2.1. Certain Actions	2
2.1.1. Annual Budget	2
2.1.2. Merger, Consolidation, Change of Control	2
2.1.3. Indebtedness, etc.	2
2.1.4. Sale of Assets	3
2.1.5. Acquisition of Assets	3
2.1.6. Repurchase of Securities	3
2.1.7. Charter and By-laws	3
2.1.8. Acquisition Documents	3
2.1.9. Executive Officers	4
2.1.10. Management Transactions	4
2.1.11. Equity Issuances	4
2.1.12. Acquisition of Securities	4
2.1.13. Reorganization	4
2.1.14. Dividends	4
2.1.15. Material Contracts Outside the Ordinary Course of Business	4
2.1.16. Recapitalization	4
2.1.17. Litigation	4
2.1.18. Nature of Business	4
2.1.19. Financial Auditors	4
2.1.20. Establishment of Subsidiary	5
2.1.21. Management Equity Program	5
2.1.22. Joint Ventures and Alliances	5
2.1.23. Agreement	5
2.2. Other Restricted Actions	5
2.3. Committees	5
2.4. Directors of the Company and its Subsidiaries	6
2.4.1. CEO Director	6
2.4.2. Directors of Subsidiaries	6
2.4.3. Amendment of By-Laws	5
2.5. Significant Transactions	6
2.6. Consent to Amendment	6
2.7. The Company and Midco	7
2.8. Period	7
3. TRANSFER RESTRICTIONS	7
3.1. Transfers Allowed	7
3.1.1. Permitted Transferees	7
3.1.2. Distributions and Charitable Contributions	7
3.1.3. Public Transfers	7
3.1.4. Tag Along and Drag Along	7

-i-

3.1.5. Other Private Transfers	8
3.2. Certain Transferees to Become Parties	8
3.3. Restrictions on Public Transfers under Rule 144	8
3.4. Restrictions on Transfers to Strategic Investors	9
3.5. Impermissible Transfer	9
3.6. Notice of Transfer	9
3.7. Period	9
4. “TAG ALONG” AND “DRAG ALONG” RIGHTS AND RIGHT OF FIRST OFFER	9
4.1. Tag Along	9
4.1.1. Notice	9
4.1.2. Exercise	10
4.1.3. Irrevocable Offer	10
4.1.4. Reduction of Shares Sold	11
4.1.5. Additional Compliance	11
4.2. Drag Along	12
4.2.1. Exercise	12
4.3. Miscellaneous	13
4.3.1. Certain Legal Requirements	13
4.3.2. Further Assurances	13
4.3.3. Sale Process	14
4.3.4. Treatment of Options, Warrants and Convertible Securities	14
4.3.5. Expenses	14
4.3.6. Closing	14
4.4. Right of First Offer	15
4.4.1. Notice	15
4.4.2. Exercise	15
4.4.3. Irrevocable Offer	16
4.4.4. Acceptance of Offers	16
4.4.5. Additional Compliance	16
4.4.6. Determination of the Number of Subject Shares to be Sold	16
4.5. Period	17
5. RIGHT OF PARTICIPATION	17
5.1. Right of Participation	18
5.1.1. Offer	18
5.1.2. Exercise	18
5.1.3. Other Securities	19
5.1.4. Certain Legal Requirements	19
5.1.5. Further Assurances	20
5.1.6. Expenses	20
5.1.7. Closing	20
5.2. Post-Issuance Notice	21
5.3. Excluded Transactions	21
5.4. Certain Provisions Applicable to Options, Warrants and Convertible Securities	22
5.5. Acquired Shares	22
5.6. Period	22

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6. COVENANTS	22
6.1. Information Rights	22
6.1.1. Historical Financial Information	22
6.1.2. Period	23
6.2. Confidentiality	23
6.3. Directors’ and Officers’ Insurance	24
7. REMEDIES	24
7.1. Generally	24
7.2. Deposit	24
8. LEGENDS	24
8.1. Restrictive Legend	24
8.2. 1933 Act Legends	25
8.3. Stop Transfer Instruction	25
8.4. Termination of 1933 Act Legend	25
9. AMENDMENT, TERMINATION, ETC.	25
9.1. Oral Modifications	25
9.2. Written Modifications	26
9.3. Withdrawal from Agreement	26
9.4. Effect of Termination	26
10. DEFINITIONS	27
10.1. Certain Matters of Construction	27
10.2. Definitions	27
11. MISCELLANEOUS	35
11.1. Authority: Effect	35
11.2. Notices	35
11.3. Binding Effect, Etc.	37
11.4. Descriptive Heading	37
11.5. Counterparts	37
11.6. Severability	37
11.7. No Recourse	37
11.8. Aggregation of Shares	38
11.9. Obligations of Company, Midco, Holdco and Acquisition	38
11.10. Indemnity and Liability	38
12. GOVERNING LAW	39
12.1. Governing Law	39
12.2. Consent to Jurisdiction	39
12.3. WAIVER OF JURY TRIAL	40
12.4. Exercise of Rights and Remedies	40

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STOCKHOLDERS AGREEMENT

This Stockholders Agreement (the “Agreement”) is made as of July 30, 2004 by and among:

(i) LCE Holdings, Inc., a Delaware corporation (together with its successors and permitted assigns, the “Company”);

(ii) LCE Intermediate Holdings, Inc., a Delaware corporation (together with its successors and permitted assigns, “Midco”);

(iii) LCE Holdco LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Holdco”);

(iv) LCE Acquisition Corporation, a Delaware corporation (together with its successors and permitted assigns including Loews Cineplex Entertainment Corporation, “Loews”);

(v) each Person executing this Agreement and listed as an Investor on the signature pages hereto (collectively with their Permitted Transferees, the “Investors”); and

(vi) such other Persons, if any, that from time to time become party hereto as transferees of Shares pursuant to Section 3.2 (collectively, together with the Investors, the “Stockholders”) in accordance with the terms hereof.

RECITALS

1. The Company has been formed for the purpose of acquiring (the “Acquisition”), indirectly through one or more subsidiaries, pursuant to a Stock Purchase Agreement, dated as of June 18, 2004 (the “Acquisition Agreement”), among the Company, Loews Cineplex Entertainment Corporation and the other persons identified therein, all outstanding shares of Loews.

2. Upon the Closing (as defined below), the Common Stock (as defined below) of the Company and the common stock and the Preferred Stock (as defined below) of Midco will be held as set forth on Schedule I hereto.

3. After the closing of the Acquisition, certain managers of the Company and its subsidiaries may purchase shares of Common Stock and Preferred Stock. In addition, Options (as defined below) may be issued to managers pursuant to the Company’s equity incentive program. In connection with the purchase of such securities and the issuance of Options, the Company, Midco, Holdco, Loews, the Investors and the managers named therein (collectively with their permitted transferees, the “Managers”) may enter into a management stockholders agreement (the “Management Stockholders Agreement”).

4. The parties believe that it is in the best interests of the Company, Midco, Loews and the Stockholders to set forth their agreements on certain matters.

AGREEMENT

Therefore, the parties hereto hereby agree as follows:

1. EFFECTIVENESS; DEFINITIONS.

1.1. Closing. This Agreement shall become effective upon consummation of the closing under the Acquisition Agreement (the “Closing”).

1.2. Definitions. Certain terms are used in this Agreement as specifically defined herein. These definitions are set forth or referred to in Section 10 hereof.

2. VOTING AGREEMENT.

2.1. Certain Actions. In addition to any other approval required by the certificate of incorporation of the Company, Midco, or Loews or by applicable law, the approval of the Requisite Stockholder Majority shall be required to do any of the following, and the Company, Midco, Holdco and Loews shall not, and shall cause their respective subsidiaries not to, take any of the following actions without the approval of the Requisite Stockholder Majority (or the approval of such other Stockholder(s) to the extent provided below):

2.1.1. Annual Budget. Approve the annual operating budget of the Company and its subsidiaries, modify in any material respect any such budget or take any action that is or would be reasonably likely to be in material variance therefrom.

2.1.2. Merger, Consolidation, Change of Control. Enter into or effect any transaction or series of related transactions involving the merger or consolidation of the Company or any of its subsidiaries with or into any Person, other than a merger or consolidation of a direct or indirect wholly-owned subsidiary of the Company with or into the Company or another direct or indirect wholly-owned subsidiary of the Company; or enter into or effect a Change of Control transaction.

2.1.3. Indebtedness, etc. Other than a draw down in the ordinary course of business under a debt agreement entered into prior to the date of such draw down the execution of which was previously approved by the Requisite Stockholder Majority, incur any indebtedness (including refinancings), assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Person (provided that the Company or any of its direct or indirect subsidiaries may provide cross-guarantees for any indebtedness that has been approved under this Section 2.1.3), enter into any agreement under which it may incur indebtedness in the future, or make any loan, advance or capital contribution to any Person (other than the Company or any of its wholly-owned subsidiaries), make any voluntary prepayment of indebtedness of the Company or any of its subsidiaries outside the ordinary course of business, in each case in an aggregate amount in excess of $50,000,000 in any transaction or series of related transactions, or make an amendment to the maturity date, aggregate principal amount or interest rate of existing indebtedness.

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2.1.4. Sale of Assets. Enter into or effect any transaction or series of related transactions, involving the sale, lease, exchange or other disposal by the Company or any of its subsidiaries of any assets for consideration having a fair market value (as reasonably determined by the Board) in excess of $25,000,000, other than transactions between and among any of the Company and its direct or indirect wholly-owned subsidiaries.

2.1.5. Acquisition of Assets. Enter into or effect any transaction or series of related transactions, involving the purchase, rent, license, exchange or other acquisition by the Company or any of its subsidiaries of any assets for consideration having a fair market value (as reasonably determined by the Board) in excess of $25,000,000.

2.1.6. Repurchase of Securities. Enter into or effect any transaction or series of related transactions in connection with or involving the repurchase, redemption or other acquisition of securities of the Company or any of its subsidiaries or in connection with any management incentive program other than (i) repurchases from Investors on a pro rata basis (provided that repurchases that are not pro rata among all Investors shall require the consent of each Investor Group) and (ii) repurchases from, or payments to, managers up to an aggregate of $1,000,000 with respect to any single manager.

2.1.7. Charter and By-laws. Amend or waive any material provisions of the certificate of incorporation or by-laws of the Company or any of its subsidiaries, provided that amendments that would discriminate against any Stockholder shall require the consent of a Majority in Interest of the Shares held by such Stockholders.

2.1.8. Acquisition Documents. Amend or waive any material provisions of or otherwise terminate the Acquisition Agreement and any ancillary documents entered into in connection with the Acquisition, including the Credit Agreements and the Indenture (including, in each case, any amendments, restatements or refinancings or replacements thereof); provided, that any waiver of, or amendment to, management fees payable by the Company or any of its subsidiaries (i) that increases such management fees shall require the consent of each Investor Group or (ii) that decreases such management fees shall require the consent of each Investor Group adversely affected thereby. For purposes of this Section 2.1.8, the term “Credit Agreements” means (x) the Credit Agreement dated as of July 30, 2004 among Loews, Holdco, each lender from time to time party thereto, Citigroup Global Markets Inc. and Credit Suisse First Boston, as Joint Lead Arrangers and Joint Bookrunners, Credit Suisse First Boston, as Syndication Agent, Bank of America, N.A., Deutsche Bank Trust Company Americas and Lehman Brothers Inc. as Co-Documentation Agents, Citigroup North America, Inc., as Administrative Agent, Swing Line Lender and L/C Issuer and Banco Nacional de Mexico, S.A., Grupo Financiero Banamex, as Mexican Administrative Agent and (y) the Agreement dated as of December 26, 2002, between Cadena Mexicana de Exhibicion, S.A. de C.V., certain of its subsidiaries and the subsidiaries of Grupo Cinemex, S.A. de C.V., certain banks listed on the signature pages thereto, Scotiabank Inverlat, S.A., Institucion de Banca Multiple, Grupo Financiero Scotiabank Inverlat and BBVA Bancomer, S.A., Institucion de Banca Multiple and Grupo Financiero BBVA Bancomer; and the term “Indenture” means the Indenture dated as of July 30, 2004

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among Loews, the Guarantors (as defined therein) and U.S. Bank National Association, as Trustee.

2.1.9. Executive Officers. Hire or remove, with or without cause, the chief executive officer, the chief financial officer, the chief operating officer or any other member of senior management of the Company or of Loews or the chief executive officer of Grupo Cinemex S.A. de C.V. (and its successors), from time to time.

2.1.10. Management Transactions. Enter into or effect any transaction between the Company or one of its subsidiaries, on the one hand, and a member of senior management, on the other, that is outside the ordinary course of business.

2.1.11. Equity Issuances. Issue or sell, exchange or otherwise transfer any of its equity securities other than issuances or transfers of equity securities of a subsidiary to the Company or to a wholly-owned subsidiary of the Company.

2.1.12. Acquisition of Securities. Purchase, exchange or otherwise acquire any equity securities of any other Person, other than the acquisition of equity of a direct or indirect wholly-owned subsidiary of the Company.

2.1.13. Reorganization. Dissolve, liquidate or engage in any recapitalization or reorganization of the Company or any subsidiary (other than a wholly-owned subsidiary other than Loews) or the filing for bankruptcy by the Company or any of its subsidiaries.

2.1.14. Dividends. Declare or pay any cash or other dividend or make any other distribution on the capital stock of the Company or on the capital stock of any subsidiary other than dividends or other distributions by a direct or indirect wholly-owned subsidiary of the Company to its equity holder.

2.1.15. Material Contracts Outside the Ordinary Course of Business. Enter into any contract involving payments to or from the Company and/or its subsidiaries in excess of $5,000,000 other than any such contract that is in accordance with the annual budget approved under Section 2.1.1 and entered into in the ordinary course of business.

2.1.16. Recapitalization. Recapitalize or reclassify existing securities or enter into, or effect, any exchange or tender offer.

2.1.17. Litigation. Settle any claim or litigation for an amount in excess of $2,500,000.

2.1.18. Nature of Business. Materially change the nature of the business of the Company or its subsidiaries.

2.1.19. Financial Auditors. Hire or remove, with or without cause, the independent auditors of the Company.

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2.1.20. Establishment of Subsidiary. Create or permit to exist any subsidiary of the Company, other than a wholly-owned subsidiary.

2.1.21. Management Equity Program. Adopt or make a material amendment to any severance or management equity program.

2.1.22. Joint Ventures and Alliances. Enter into any joint venture or business alliance other than in the ordinary course of business that has an aggregate value in excess of $5,000,000 in one transaction or series of transactions.

2.1.23. Agreement. Agree to do any of the foregoing in Sections 2.1.1 through 2.1.22

2.2. Other Restricted Actions.

2.2.1. Affiliate Transactions. Any transaction between the Company or one of its subsidiaries, on the one hand, and a member of an Investor Group or one of its Affiliates, on the other, shall require the consent of the Principal Investor Majority unless such transaction is entered into in the ordinary course of business of the Company or such subsidiary and (a) is on terms comparable to those that would be received on an arms’ length basis, or (b) such member of an Investor Group or one of its Affiliates is a holder of debt securities of the Company or its subsidiaries (solely to the extent acting in such capacity).

2.2.2. Amendment of By-Laws. Each Stockholder agrees that it will not cast any vote to which such Stockholder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in favor of amending the last sentence of Section 3.5 and Section 3.9 of the by-laws of the Company without the consent of each Investor Group.

2.2.3. Certain Corporate Actions. Each Stockholder agrees that it will not cast any vote to which such Stockholder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in favor of (a) any reverse stock split, recapitalization, exchange or any other combination in any manner of the outstanding Common Stock in connection with which any member of an Investor Group would receive more than a de minimis amount of cash in lieu of fractional shares or (b) any merger or consolidation of the Company with or into any Person (other than in a Change of Control transaction) in connection with which (i) the Company is not the surviving Person and (ii) this Agreement does not remain in full force and effect either with respect to the Shares or, mutatis mutandis, with respect to the securities received by the Investors in consideration for the Shares.

2.3. Committees. The Company and each Stockholder shall use its best efforts to, cause the Board to maintain the following committees: (a) an Executive Committee, (b) an Audit Committee, (c) a Compensation Committee and (d) any other committee as may be necessary to comply with regulatory requirements. Each committee of the Board will (x) consist of one Class A-1 Director, one Class A-2 Director and one Class A-3 Director or (y) have

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membership exactly proportional to the number of Class A-1 Directors, Class A-2 Directors and Class A-3 Directors then on the Board.

2.4. Directors of the Company and its Subsidiaries.

2.4.1. CEO Director. Each Stockholder agrees to cast all votes to which such Stockholder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, (a) to elect the Chief Executive Officer of Loews to the Board of the Company pursuant to Section 4.5.2 of the Company’s certificate of incorporation (the “CEO Director”) and (b) to remove the CEO Director if at any time the person serving as CEO Director ceases to be the Chief Executive Officer of Loews.

2.4.2. Directors of Subsidiaries. The Company will cause the board of directors of Midco to consist at all times of the same members as the Board of the Company at such time. The boards of directors (or similar managing authority) of all other subsidiaries of the Company will consist of such persons as the Company shall direct; provided, that if a representative or Affiliate of any Investor and its Affiliates is appointed to such board of directors (or similar managing authority), such board (or similar managing authority) will consist of (x) one Class A-1 Director, one Class A-2 Director and one Class A-3 Director or (y) such number of Class A-1 Directors, Class A-2 Directors and Class A-3 Directors as is exactly proportional to the number of Class A-1 Directors, Class A-2 Directors and Class A-3 Directors then on the Board, in each case in addition to any executives of the Company and its subsidiaries appointed by the Company.

2.5. Significant Transactions. Each Stockholder agrees to cast all votes to which such Stockholder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Requisite Stockholder Majority may instruct by written notice to approve any sale, recapitalization, merger, consolidation, reorganization or any other transaction or series of transactions involving the Company or its subsidiaries (or all or any portion of their respective assets) in connection with, or in furtherance of, the exercise by the Requisite Stockholder Majority of their rights under Section 4.2. Each Stockholder hereby grants to each member of such Requisite Stockholder Majority an irrevocable proxy coupled with an interest to vote, including in any action by written consent, such Stockholder’s Shares in accordance with such Stockholder’s agreements contained in this Section 2.5, which proxy shall be valid and remain in effect until the provisions of this Section 2.5 expire pursuant to Section 2.8.

2.6. Consent to Amendment. Each Stockholder agrees to cast all votes to which such Stockholder is entitled in respect of the Company Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Requisite Stockholder Majority may instruct by written notice to increase the number of authorized shares of Class A-4 Common Stock to the extent necessary to permit the Company to comply with the provisions of its certificate of incorporation with respect to the conversion of shares of Class A-1 Common Stock, Class A-2 Common Stock, Class A-3 Common Stock and Class L Common Stock into shares of Class A-4 Common Stock. Each Stockholder hereby grants to each member of such Requisite

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Stockholder Majority an irrevocable proxy coupled with an interest to vote, including in any action by written consent, such Stockholder’s Shares in accordance with such Stockholder’s agreements contained in this Section 2.6, which proxy shall be valid and remain in effect until the provisions of this Section 2.6 expire pursuant to Section 2.8.

2.7. The Company and Midco. The Company and Midco will not give effect to any action by any Stockholder or any other Person which is in contravention of this Section 2.

2.8. Period. Each of the foregoing provisions of this Section 2 shall expire upon a Change of Control.

3. TRANSFER RESTRICTIONS.

3.1. Transfers Allowed. Until the expiration of the provisions of this Section 3, no Stockholder shall Transfer any of such Stockholder’s Shares to any other Person except as follows:

3.1.1. Permitted Transferees. Subject to Section 3.4, but without regard to any other restrictions on transfer contained elsewhere in this Agreement, any Stockholder may Transfer any or all of such Shares to such Stockholder’s Permitted Transferees; and such Permitted Transferees shall be deemed to be Investors hereunder.

3.1.2. Distributions and Charitable Contributions. At or after the closing of the Initial Public Offering, any Stockholder may Transfer any or all of such Shares (a) in a pro rata Transfer to its partners, members or stockholders or (b) to a Charitable Organization, in each case without regard to any other restrictions on transfer contained elsewhere in this Agreement. Any Shares so Transferred shall conclusively be deemed thereafter not to be Shares under this Agreement.

3.1.3. Public Transfers. Any Stockholder may Transfer any or all of such Shares: (a) in a Public Offering or (b) after the closing of the Initial Public Offering, pursuant to Rule 144 or a block sale to a financial institution in the ordinary course of its trading business, in each case in compliance with Section 3.3 and Section 3.4, but without regard to any other restrictions on transfer contained elsewhere in this Agreement. Shares Transferred pursuant to this Section 3.1.3 shall conclusively be deemed thereafter not to be Shares under this Agreement.

3.1.4. Tag Along and Drag Along.

(a) Any Stockholder may Transfer any or all of such Shares pursuant to Section 4.2, without regard to any other restrictions on transfer contained elsewhere in this Agreement.

(b) A Participating Seller may Transfer Shares pursuant to and in accordance with the provisions of Section 4.1 without regard to any other restrictions on transfer contained elsewhere in this Agreement so long as each transferee agrees to be bound by the terms of this Agreement in accordance with Section 3.2 (if not already bound hereby).

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3.1.5. Other Private Transfers. In addition to any Transfers made in accordance with Sections 3.1.1, 3.1.2, 3.1.3 and 3.1.4, any Stockholder may Transfer any or all of such Shares subject to compliance with all of the following conditions in respect of each Transfer:

(a) if such Transfer is prior to the five year anniversary of the date of the Closing, with the consent of the Requisite Stockholder Majority and in compliance with Sections 3.2, 3.4 and 4.1; and

(b) if such Transfer is after the five year anniversary of the date of the Closing, in compliance with Sections 3.2, 3.4 and 4.1 and, if such Transfer is before the closing of the Initial Public Offering, Section 4.4.

Any Shares so Transferred shall conclusively be deemed thereafter to be Shares under this Agreement and each transferee shall be bound by the terms of this Agreement in accordance with Section 3.2.

3.2. Certain Transferees to Become Parties. Any transferee receiving Shares in a Transfer pursuant to Section 3.1.1, 3.1.4(b) or 3.1.5 shall become a Stockholder, party to this Agreement and subject to the terms and conditions of, and be entitled to enforce, this Agreement to the same extent, and in the same capacity, as the Person that Transfers such Shares to such transferee; provided, that only a Permitted Transferee of an Investor will be deemed to be an Investor for purposes of this Agreement. For the avoidance of doubt, any transferee receiving Shares in a Transfer pursuant to Section 3.1.4(b) or 3.1.5 that is neither a Permitted Transferee nor an Investor will become party to this Agreement as Stockholder without the benefit of the rights of: (a) Tag Along Holders (Section 4.1.1); (b) First Offer Holders (Section 4.4), or (c) Participation Offerees (Section 5). Prior to the Transfer of any Shares to any transferee pursuant to Section 3.1.1, 3.1.4(b) or 3.1.5, and as a condition thereto, each Stockholder effecting such Transfer shall (x) cause such transferee to deliver to the Company and each of the Investors (other than the transferor) its written agreement, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (y) if such Transfer is to a Permitted Transferee, remain directly liable for the performance by such Permitted Transferee of all obligations of such transferee under this Agreement.

3.3. Restrictions on Public Transfers under Rule 144. After the Initial Public Offering, each Specified Holder promptly shall notify each Related Holder (a) when it has commenced a measurement period for purposes of the Rule 144 group volume limit in connection with a Sale that is subject to such limit and (b) what the volume limit for that measurement period, determined as of its commencement, will be. Each Related Holder shall be entitled to effect Sales that are subject to the Rule 144 group volume limit pro rata during the applicable measurement period based on its percentage ownership of Shares held by all holders of Shares at the start of such measurement period. In the event any Related Holder agrees to forego its full pro rata share of the Rule 144 group volume limit by written notice to the Specified Holder and all other Related Holders, the remainder shall be re-allocated pro rata among the Specified Holder and all other Related Holders in like manner (except that the Shares held by such forfeiting Related Holder at the start of such measurement period shall be excluded from such

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calculation). The provisions of this Section 3.3 shall not apply to any Transfer of Shares (x) in a Public Offering or (y) not subject to volume limitation under Rule 144. For purposes of this Section 3.3, a “Specified Holder” means a Stockholder whose sale of Shares pursuant to Rule 144 would be subject to aggregation with another Stockholder (such other Stockholder being a “Related Holder”).

3.4. Restrictions on Transfers to Strategic Investors. In addition to any other provision of this Agreement, no Stockholder shall Transfer any Shares pursuant to Sections 3.1.1, 3.1.3 or 3.1.5 of this Agreement to a Strategic Investor without the approval of the Requisite Stockholder Majority; provided, however, that the restrictions in this Section 3.4 shall not apply to any Transfers (v) to the Company or any of its subsidiaries, (w) to any Investor, (x) to any Affiliated Fund of any Investor, (y) pursuant to Rule 144 effected as “brokers’ transactions” (as defined in Rule 144); or (z) pursuant to an underwritten Public Offering or, following the Initial Public Offering, in any transaction in which, to the knowledge of the Prospective Selling Stockholder (after reasonable due inquiry), none of the purchaser(s), underwriter(s), if any, nor market maker(s), if any, are acquiring such Shares for the intended purpose of reselling such Shares to any Person that, after giving effect to such resale (if applicable), would own, directly or indirectly, more than five percent (5%) of then outstanding shares of the applicable class of Shares.

3.5. Impermissible Transfer. Any attempted Transfer of Shares not permitted under the terms of this Section 3 shall be null and void, and neither the Company nor Midco shall in any way give effect to any such impermissible Transfer.

3.6. Notice of Transfer. To the extent any Stockholder or Permitted Transferee shall Transfer any Shares, such Stockholder or Permitted Transferee shall, within three Business Days following consummation of such Transfer, deliver notice thereof to the Company and each Investor.

3.7. Period. Each of the foregoing provisions of this Section 3 shall expire upon a Change of Control.

4. “TAG ALONG” AND “DRAG ALONG” RIGHTS AND RIGHT OF FIRST OFFER.

4.1. Tag Along. Subject to prior compliance with Section 4.4, if applicable, if any Prospective Selling Stockholder proposes to Sell any Shares to any Prospective Buyer(s) that is not a Permitted Transferee (including a First Offer Purchaser pursuant to Section 4.4) in a Transfer that is subject to Section 3.1.5:

4.1.1. Notice. The Prospective Selling Stockholder shall, prior to any such proposed Transfer, deliver a written notice (the “Tag Along Notice”) to each member of an Investor Group (each, a “Tag Along Holder”). The Tag Along Notice shall include:

(a) the principal terms and conditions of the proposed Sale, including (i) the number and class of the Shares to be purchased from the Prospective Selling Stockholder, (ii) the fraction(s) expressed as a percentage, determined by dividing the number of Shares of each class to be purchased from the Prospective Selling

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Stockholder by the total number of Shares of each such class held by the Prospective Selling Stockholder (for each class, the “Tag Along Sale Percentage”) (it being understood that the Company shall reasonably cooperate with the Prospective Selling Stockholder in respect of the determination of each applicable Tag Along Sale Percentage), (iii) the per share purchase price or the formula by which such price is to be determined and the payment terms, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof, (iv) the name and address of each Prospective Buyer and (v) the proposed Transfer date; and

(b) an invitation to each Tag Along Holder to make an offer to include in the proposed Sale to the applicable Prospective Buyer(s) Shares of the same class(es) being sold by the Prospective Selling Stockholder held by such Tag Along Holder (not in any event to exceed the Tag Along Sale Percentage of the total number of Shares of the applicable class held by such Tag Along Holder), on the same terms and conditions (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities and subject to Section 4.3.1 under all circumstances), with respect to each Share Sold, as the Prospective Selling Stockholder shall Sell each of its Shares. For purposes of this Section 4.1, the Class A Common Stock will be treated as a single class and, subject to Section 4.3.4, all Options, Warrants and Convertible Securities will be treated as the same class of Shares for which they may be exercised.

4.1.2. Exercise. Within ten (or five, if the proposed Transfer is also the subject of a currently effective Sale Notice under Section 4.4) Business Days after the date of delivery of the Tag Along Notice (such date the “Tag Along Deadline”), each Tag Along Holder desiring to make an offer to include Shares in the proposed Sale (each a “Participating Seller” and, together with the Prospective Selling Stockholder, collectively, the “Tag Along Sellers”) shall deliver a written notice (the “Tag Along Offer”) to the Prospective Selling Stockholder indicating the number of Shares which such Participating Seller desires to have included in the proposed Sale (subject to the limitation set forth in Section 4.1.1(b)). Each Tag Along Holder who does not make a Tag Along Offer in compliance with the above requirements, including the time period, shall be deemed to have waived all of such holder’s rights to participate in such Sale, and the Tag Along Sellers shall thereafter be free to Sell to the Prospective Buyer, at a per share price no greater than the per share price set forth in the Tag Along Notice and on other principal terms and conditions which are not materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, without any further obligation to such non-accepting Tag Along Holder pursuant to this Section 4.1.

4.1.3. Irrevocable Offer. The offer of each Participating Seller contained in such holder’s Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling Stockholder, up to such number of Shares as such Participating Seller shall have specified in such holder’s Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the per share price shall be less than the per share price set forth in the Tag Along Notice or the other principal terms and

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conditions shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Prospective Seller shall provide written notice thereof to each Participating Seller and each Participating Seller shall be permitted to withdraw the offer contained in such holder’s Tag Along Offer by written notice to the Prospective Selling Stockholder within three Business Days of delivery of such written notice from the Prospective Selling Stockholder and upon such withdrawal shall be released from such holder’s obligations thereunder.

4.1.4. Reduction of Shares Sold. The Prospective Selling Stockholder shall attempt to obtain the inclusion in the proposed Sale of the entire number of Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Stockholder by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer). In the event the Prospective Selling Stockholder shall be unable to obtain the inclusion of such entire number of Shares in the proposed Sale, the number of Shares to be sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows:

(a) there shall be first allocated to each Tag Along Seller a number of Shares equal to the lesser of (i) the number of Shares offered (or proposed, in the case of the Prospective Selling Stockholder) to be included by such Tag Along Seller in the proposed Sale pursuant to this Section 4.1, and (ii) a number of Shares equal to such Tag Along Seller’s Pro Rata Portion; and

(b) the balance, if any, not allocated pursuant to clause (a) above shall be allocated to the Prospective Selling Stockholder, or in such other manner as the Prospective Selling Stockholder may otherwise agree (it being understood that no Tag Along Seller will be obligated to sell more Shares than it offered to sell in the proposed Sale).

4.1.5. Additional Compliance. If, prior to consummation, the terms of the proposed Sale shall change with the result that the per share price to be paid in such proposed Sale shall be greater than the per share price set forth in the Tag Along Notice or the other principal terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be delivered, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 shall be three Business Days and two Business Days, respectively. In addition, if the Prospective Selling Stockholders have not completed the proposed Sale by the end of the 180th day after the date of delivery of (a) if the proposed Transfer is also the subject of a currently effective Sale Notice under Section 4.4, such Sale Notice, and (b) otherwise, the Tag Along Notice, each Participating Seller shall be released from such holder’s obligations under such holder’s Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be delivered, and the terms and provisions of this

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Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1, unless the failure to complete such proposed Sale resulted from any failure by any Participating Seller to comply with the terms of this Section 4.

4.2. Drag Along. Each Stockholder hereby agrees, if requested by the Requisite Stockholder Majority, to Sell the same percentage (the “Drag Along Sale Percentage”) of the total number of each class of such Shares that is proposed to be sold by the Prospective Selling Stockholders to a Prospective Buyer in a Change of Control (in one transaction or a series of related transactions), in the manner and on the terms set forth in this Section 4.2; provided, however, that this Section 4.2 shall not apply to a Change of Control if (x) such Prospective Buyer is a member of an Investor Group or an Affiliate of any such member and (y) such Change of Control has not been approved by vote or written consent of the Principal Investor Majority. For purposes of this Section 4.2, the Class A Common Stock will be treated as a single class and, subject to Section 4.3.4, all Options, Warrants and Convertible Securities will be treated as the same class of Shares for which they may be exercised. All Shares and Management Shares to be sold to the Prospective Buyer shall be included in determining whether or not a proposed transaction constitutes a Change of Control.

4.2.1. Exercise. The Prospective Selling Stockholders shall deliver a written notice (the “Drag Along Notice”) to each other Stockholder at least ten Business Days prior to the consummation of the Change of Control transaction. The Drag Along Notice shall set forth the principal terms and conditions of the proposed Sale, including (a) the number and class of Shares to be acquired from the Prospective Selling Stockholders, (b) the Drag Along Sale Percentage for each class, (c) the per share consideration to be received in the proposed Sale for each class, (d) the name and address of the Prospective Buyer and (e) if known, the proposed Transfer date. If the Prospective Selling Stockholders consummate the proposed Sale to which reference is made in the Drag Along Notice, each other Stockholder (each, a “Participating Seller,” and, together with the Prospective Selling Stockholders, collectively, the “Drag Along Sellers”) shall: (i) be bound and obligated to Sell the Drag Along Sale Percentage of such holder’s Shares of each class in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities) as the Prospective Selling Stockholders shall Sell each Share in the Sale (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities and subject to Section 4.3.1 under all circumstances); and (ii) except as provided in Section 4.3.1, shall receive the same form and amount of consideration per Share to be received by the Prospective Selling Stockholders for the corresponding class of Shares (on an as converted basis, in the case of Convertible Securities). Except as provided in Section 4.3.1, if any holders of Shares of any class are given an option as to the form and amount of consideration to be received, all holders of Shares of such class will be given the same option. Unless otherwise agreed by each Drag Along Seller, any non-cash consideration shall be allocated among the Drag Along Sellers pro rata based upon the aggregate amount of consideration to be received by such Drag Along Sellers. If at the end of the 180th day after the date of delivery of the Drag Along Notice the Prospective Selling Stockholders have not completed the proposed Sale, the Drag Along Notice shall be null and void, each Participating Seller shall be released from such holder’s obligation under the Drag

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Along Notice and it shall be necessary for a separate Drag Along Notice to be delivered and the terms and provisions of this Section 4.2 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.2.

4.3. Miscellaneous. The following provisions shall be applied to any proposed Sale to which Sections 4.1, 4.2 or 4.4 applies:

4.3.1. Certain Legal Requirements. In the event the consideration to be paid in exchange for Shares in a proposed Sale pursuant to Section 4.1 or Section 4.2 includes any securities, and the receipt thereof by a Participating Seller would require under applicable law (a) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Sale by the Prospective Selling Stockholder(s) or (b) the provision to any Tag Along Seller or Drag Along Seller of any specified information regarding such securities or the issuer thereof that is not otherwise required to be provided for the Sale by the Prospective Selling Stockholder(s), then such Participating Seller shall not have the right to Sell Shares in such proposed Sale. In such event, the Prospective Selling Stockholder(s) shall (i) in the case of a Sale pursuant to Section 4.1, have the right, but not the obligation, and (ii) in the case of a Sale pursuant to Section 4.2, have the obligation to cause to be paid to such Participating Seller in lieu thereof, against surrender of the Shares (in accordance with Section 4.3.6 hereof) which would have otherwise been Sold by such Participating Seller to the Prospective Buyer in the proposed Sale, an amount in cash equal to the Fair Market Value of such Shares as of the date such securities would have been issued in exchange for such Shares.

4.3.2. Further Assurances. Each Participating Seller and First Offer Purchaser shall take or cause to be taken all such actions as may be necessary or reasonably desirable in order expeditiously to consummate each Sale pursuant to Section 4.1, Section 4.2 or Section 4.4 and any related transactions, including executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments; furnishing information and copies of documents; filing applications, reports, returns, filings and other documents or instruments with governmental authorities; and otherwise cooperating with the Prospective Selling Stockholder(s) and the Prospective Buyer; provided, however, that Participating Sellers shall be obligated to become liable in respect of any representations, warranties, covenants, indemnities or otherwise to the Prospective Buyer solely to the extent provided in the immediately following sentence. Without limiting the generality of the foregoing, each Participating Seller agrees to execute and deliver such agreements as may be reasonably specified by the Prospective Selling Stockholder(s) to which such Prospective Selling Stockholder(s) will also be party, including agreements to (a) (i) make individual representations, warranties, covenants and other agreements as to the unencumbered title to its Shares and the power, authority and legal right to Transfer such Shares, the absence of any Adverse Claim with respect to such Shares and the non-contravention of other agreements and (ii) be liable as to such representations, warranties, covenants and other agreements, in each case to the same extent (but with respect to its own Shares) as the Prospective Selling Stockholder(s), and (b) in the case of a Sale pursuant to Sections 4.1 or 4.2, be liable (whether by purchase price adjustment, indemnity payments or

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otherwise) in respect of representations, warranties, covenants and agreements in respect of the Company and its subsidiaries; provided, however, that the aggregate amount of liability described in this clause (b) in connection with any Sale of Shares shall not exceed the lesser of (i) such Participating Seller’s pro rata portion of any such liability, to be determined in accordance with such Participating Seller’s portion of the aggregate proceeds to all Participating Sellers and Prospective Selling Stockholder(s) in connection with such Sale or (ii) the proceeds to such Participating Seller in connection with such Sale.

4.3.3. Sale Process. The Requisite Stockholder Majority, in the case of a proposed Sale pursuant to Section 4.2, or the Prospective Selling Stockholder, in the case of a proposed Sale pursuant to Section 4.1 shall, in their sole discretion, decide whether or not to pursue, consummate, postpone or abandon any proposed Sale and the terms and conditions thereof. No Stockholder nor any Affiliate of any such holder shall have any liability to any other Stockholder or the Company arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any proposed Sale except to the extent such holder shall have failed to comply with the provisions of this Section 4 and such failure shall have had a materially adverse effect on such Stockholders’ ability to exercise its rights pursuant to Section 4.1 or 4.2, as applicable.

4.3.4. Treatment of Options, Warrants and Convertible Securities. If any Participating Seller shall Sell Options, Warrants or Convertible Securities in any Sale pursuant to Section 4, such Participating Seller shall receive in exchange for such Options, Warrants or Convertible Securities consideration in the amount (if greater than zero) equal to the purchase price received by the Prospective Selling Stockholder(s) in such Sale for the number of shares of each class of Stock that would be issued upon exercise, conversion or exchange of such Options, Warrants or Convertible Securities less the exercise price, if any, of such Options, Warrants or Convertible Securities (to the extent exercisable, convertible or exchangeable at the time of such Sale), subject to reduction for any tax or other amounts required to be withheld under applicable law.

4.3.5. Expenses. All reasonable costs and expenses incurred by the Prospective Selling Stockholder(s) or the Company in connection with any proposed Sale pursuant to Section 4.1, Section 4.2 or Section 4.4 (whether or not consummated), including all attorneys fees and charges, all accounting fees and charges and all finders, brokerage or investment banking fees, charges or commissions, shall be paid by the Company. Each Investor Group may retain, and the Company will pay the reasonable fees and expenses of, a single legal counsel (and such local counsel as may be appropriate) in connection with any proposed Sale pursuant to this Section 4 (whether or not consummated). Any other costs and expenses incurred by or on behalf of any or all of the Participating Sellers in connection with any proposed Sale pursuant to this Section 4 (whether or not consummated) shall be borne by such Participating Seller(s).

4.3.6. Closing. The closing of a Sale to which Section 4.1, 4.2 or 4.4 applies shall take place (i) on the proposed Transfer date, if any, specified in the Tag Along Notice, Drag Along Notice or Sale Notice, as applicable (provided that consummation

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of any Transfer may be extended beyond such date to the extent necessary to obtain any applicable governmental approval or other required approval or to satisfy other conditions), (ii) if no proposed Transfer date was required to be specified in the Drag Along Notice, at such time as the Prospective Selling Stockholders shall specify by notice to each Participating Seller and (iii) at such place as the Prospective Selling Stockholder(s) shall specify by notice to each Participating Seller in the case of a Sale to which Section 4.2 applies. At the closing of such Sale, each Participating Seller shall deliver the certificates evidencing the Shares to be Sold by such Participating Seller, duly endorsed, or with stock (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any liens or encumbrances, with any stock (or equivalent) transfer tax stamps affixed, against delivery of the applicable consideration.

4.4. Right of First Offer. If any Prospective Selling Stockholder proposes to Sell any Shares other than to a Permitted Transferee after the five year anniversary of the date of the Closing and before the closing of an Initial Public Offering in a Transfer (including to another Stockholder or the Company or any of its subsidiaries) that is subject to Section 3.1.5:

4.4.1. Notice. The Prospective Selling Stockholder shall deliver a written notice of such proposed Sale (a “Sale Notice”) to each other member of an Investor Group (each, a “First Offer Holder”) (which notice may be the same notice as the Tag Along Notice delivered pursuant to Section 4.1) not less than twenty Business Days prior to any such proposed Transfer. The Sale Notice shall include:

(a) (i) the number and class(es) of Shares proposed to be sold by the Prospective Selling Stockholder (the “Subject Shares”), (ii) the per share purchase price or the formula by which such price is to be determined and (iii) the proposed Transfer date, if known; and

(b) an invitation to each First Offer Holder to make an offer to purchase (subject to Section 4.4.6 below) any number of the Subject Shares at such price.

4.4.2. Exercise.

(a) Within twenty Business Days after the date of delivery of the Sale Notice (the “First Offer Deadline”), each First Offer Holder may make an offer to purchase any number of the Subject Shares at the price set forth in the Sale Notice by delivering a written notice (the “First Offer Notice”) of such offer specifying a number of Subject Shares offered to be purchased from the Prospective Selling Stockholder (each such Person delivering such notice, a “First Offer Purchaser”). The receipt of consideration by any Prospective Selling Stockholder selling Shares in payment for the transfer of such Shares pursuant to this Section 4.4.2 shall be deemed a representation and warranty by such Prospective Selling Stockholder that: (i) such Prospective Selling Stockholder has full right, title and interest in and to such Shares; (ii) such Prospective Selling Stockholder has all necessary power and authority and has taken all necessary action to sell such Shares as contemplated by this Section 4.4.2; and (iii) such Shares are free and clear of any and all liens or encumbrances.

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(b) Each Person not delivering a First Offer Notice that complies with the above requirements, including the applicable time periods, shall be deemed to have waived all of such Person’s rights to purchase such Shares under this Section 4.4.2, and the Prospective Selling Stockholder shall thereafter be free to Sell the Subject Shares to the First Offer Purchasers and/or any Prospective Buyer, at a per share purchase price no less than the price set forth in the Sale Notice, without any further obligation to such Person pursuant to this Section 4.4.

4.4.3. Irrevocable Offer. The offer of each First Offer Purchaser contained in a First Offer Notice shall be irrevocable, and, subject to Section 4.4.6 below, to the extent such offer is accepted, such First Offer Purchaser shall be bound and obligated to purchase the number of Subject Shares set forth in such First Offer Purchaser’s First Offer Notice.

4.4.4. Acceptance of Offers. Within five Business Days after the First Offer Deadline, the Prospective Selling Stockholder shall inform each First Offer Purchaser, by delivery of a written notice (the “Acceptance Notice”), of whether or not the Prospective Selling Stockholder will accept all (but not less than all, subject to Section 4.4.6(b)) offers of the First Offer Purchasers. In the event the Prospective Selling Stockholder fails to deliver the Acceptance Notice within the specified time period, the Prospective Selling Stockholder shall be deemed to have decided not to Sell the Subject Shares to the First Offer Purchasers. If the Prospective Selling Stockholder decides not to Sell the Subject Shares to the First Offer Purchasers, each First Offer Purchaser shall be released from such holder’s obligations under such holder’s irrevocable offer. Acceptance of such offers by the Prospective Selling Stockholder is without prejudice to the Prospective Selling Stockholder’s discretion under Section 4.3.3 to determine whether or not to consummate any Sale.

4.4.5. Additional Compliance. If at the end of the 180th day after the date of delivery of the Sale Notice, the Prospective Selling Stockholder and First Offer Purchasers or Prospective Buyer (if not a First Offer Purchaser), if any, have not completed the Sale of the Subject Shares (other than due to the failure of any First Offer Purchaser to perform its obligations under this Section 4.4), each First Offer Purchaser shall be released from such holder’s obligations under such holder’s irrevocable offer, the Sale Notice shall be null and void, and it shall be necessary for a separate Sale Notice to be delivered, and the terms and provisions of this Section 4.4 separately complied with, in order to consummate a Transfer of such Subject Shares; provided, however, that in the case of such a separate Sale Notice in which the classes of Subject Shares and the per share price are unchanged and the number of Subject Shares is substantially the same, the applicable period to which reference is made in Section 4.4.1 and 4.4.2(a) shall be three Business Days and two Business Days, respectively.

4.4.6. Determination of the Number of Subject Shares to be Sold.

(a) In the event that the number of Shares offered to be purchased by the First Offer Purchasers is less than the number of Subject Shares, (i) the Prospective Selling Stockholder may accept the offers of the First Offer

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Purchasers and, at the option of the Prospective Selling Stockholder, sell any remaining Subject Shares which the First Offer Purchasers did not elect to purchase to one or more Prospective Buyers (subject to compliance with Section 4.1) at a price per share that is no less than the price set forth in the Sale Notice or (ii) if a single Prospective Buyer or group of Prospective Buyers is unwilling to purchase less than all of the Subject Shares, the Prospective Selling Stockholder may Sell all (but not less than all) of the Subject Shares to such Prospective Buyer or group of Prospective Buyers at a price per share that is no less than the price set forth in the Sale Notice rather than Sell the Subject Shares to the First Offer Purchasers (subject to compliance with Section 4.1). Such sales, if any, to Prospective Buyer(s) other than the First Offer Purchasers in accordance with this clause (a) shall be consummated together with the sale to the First Offer Purchasers.

(b) In the event that the Prospective Selling Stockholder has accepted the offers of the First Offer Purchasers and the aggregate number of Subject Shares offered to be purchased by (and to be sold to) the First Offer Purchasers is equal to or exceeds the aggregate number of Subject Shares, the Subject Shares shall be sold to the First Offer Purchasers as follows:

(i) there shall be first allocated to each First Offer Purchaser a number of Shares of each applicable class equal to the lesser of (A) the number of Shares of such class offered to be purchased by such First Offer Purchaser pursuant such holder’s First Offer Notice, and (B) a number of Shares of such class equal to such First Offer Purchaser’s Pro Rata Portion; and

(ii) the balance, if any, not allocated pursuant to clause (i) above shall be allocated to those First Offer Purchasers which offered to purchase a number of Shares of the applicable class in excess of such Person’s Pro Rata Portion pro rata to each such First Offer Purchaser based upon the amount of such excess, or in such other manner as the First Offer Purchasers may otherwise agree.

In the event any holders of Shares exercise such holders’ rights under Section 4.1 to sell Shares in connection with a Sale to First Offer Purchasers pursuant to this Section 4.4, such Shares (as the case may be, reduced in accordance with Section 4.1.4) shall be deemed to be Subject Shares for purposes of this Section 4.4 and shall be allocated among the First Offer Purchasers in accordance with this 4.4.6.

4.5. Period. The provisions of Section 4.4 shall expire as to any Share on the earlier of (a) a Change of Control or (b) the Initial Public Offering. Each of the other provisions of this Section 4 above shall expire upon a Change of Control.

5. RIGHT OF PARTICIPATION. The Company shall not, and shall not permit any direct or indirect subsidiary of the Company (the Company and each such subsidiary, an “Issuer”) to, issue or sell any shares of any of its capital stock or any securities convertible into

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or exchangeable for any shares of its capital stock, issue or grant any options or warrants for the purchase of, or enter into any agreements providing for the issuance (contingent or otherwise) of, any of its capital stock or any stock or securities convertible into or exchangeable for any shares of its capital stock, in each case, to any Person (each an “Issuance” of “Subject Securities”), except in compliance with the provisions of this Section 5.

5.1. Right of Participation.

5.1.1. Offer. Not fewer than ten Business Days prior to the consummation of an Issuance, a notice (the “Participation Notice”) shall be delivered by the Issuer to each member of an Investor Group (the “Participation Offerees”). The Participation Notice shall include:

(a) the principal terms and conditions of the proposed Issuance, including (i) he amount, kind and terms of the Subject Securities to be included in the Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities (if applicable), (iii) the percentage of the total Purchase Price Value of Shares outstanding as of immediately prior to giving effect to such Issuance which the Purchase Price Value of Shares held by such Participation Offeree constitutes (the “Participation Portion”), (iv) the maximum and minimum price (including if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof, (v) the proposed manner of disposition, (vi) the name and address of the Person to whom the Subject Securities will be issued (the “Prospective Subscriber”) and (vii) if known, the proposed Issuance date; and

(b) an offer by the Issuer to issue, at the option of each Participation Offeree, to such Participation Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Participation Offeree (not to exceed the Participation Portion of the total amount of Subject Securities to be included in the Issuance), on the same terms and conditions, with respect to each unit of Subject Securities issued to the Participation Offerees, as each of the Prospective Subscribers shall be issued units of Subject Securities.

5.1.2. Exercise.

(a) General. Each Participation Offeree desiring to accept the offer contained in the Participation Notice shall accept such offer by delivering a written notice of such acceptance to the Issuer within eight Business Days after the date of delivery of the Participation Notice specifying the amount of Subject Securities (not in any event to exceed the Participation Portion of the total amount of Subject Securities to be included in the Issuance) which such Participation Offeree desires to be issued (each a “Participating Buyer”). Each Participation Offeree who does not accept such offer in compliance with the above requirements, including the applicable time periods, shall be deemed to have waived all of such holder’s rights to participate in such Issuance, and the Issuer shall thereafter be free to issue Subject Securities in such Issuance to the Prospective Subscriber and any Participating Buyers, at a price no less than the

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minimum price set forth in the Participation Notice and on other principal terms not substantially more favorable to the Prospective Subscriber than those set forth in the Participation Notice, without any further obligation to such non-accepting Participation Offerees pursuant to Section 5. If, prior to consummation, the terms of such proposed Issuance shall change with the result that the price shall be less than the minimum price set forth in the Participation Notice or the other principal terms shall be substantially more favorable to the Prospective Subscriber than those set forth in the Participation Notice, it shall be necessary for a separate Participation Notice to be delivered, and the terms and provisions of this Section 5.1 separately complied with, in order to consummate such Issuance pursuant to this Section 5.1; provided, however, that in such case of a separate Participation Notice, the applicable period to which reference is made in Section 5.1.1 and in the first sentence of Section 5.1.2(a) shall be three Business Days and two Business Days, respectively.

(b) Irrevocable Acceptance. The acceptance of each Participating Buyer shall be irrevocable except as hereinafter provided, and each such Participating Buyer shall be bound and obligated to acquire in the Issuance on the same terms and conditions, with respect to each unit of Subject Securities issued, as the Prospective Subscriber, such amount of Subject Securities as such Participating Buyer shall have specified in such Participating Buyer’s written commitment.

(c) Time Limitation. If at the end of the 180th day after the date of the effectiveness of the Participation Notice the Issuer has not completed the Issuance, each Participating Buyer shall be released from such holder’s obligations under the written commitment, the Participation Notice shall be null and void, and it shall be necessary for a separate Participation Notice to be delivered, and the terms and provisions of this Section 5.1 separately complied with, in order to consummate such Issuance pursuant to this Section 5.1; provided, however, that in such case of a separate Participation Notice on substantially the same terms and conditions, the applicable period to which reference is made in Section 5.1.1 and in the first sentence of Section 5.1.2(a) shall be three Business Days and two Business Days, respectively.

5.1.3. Other Securities. The Issuer may condition the participation of the Participation Offerees in an Issuance upon the purchase by such Participation Offerees of any securities (including debt securities) other than Subject Securities (“Other Securities”) in the event that the participation of the Prospective Subscriber in such Issuance is so conditioned. In such case, each Participating Buyer shall acquire in the Issuance, together with the Subject Securities to be acquired by it, Other Securities in the same proportion to the Subject Securities to be acquired by it as the proportion of Other Securities to Subject Securities being acquired by the Prospective Subscriber in the Issuance, on the same terms and conditions, as to each unit of Subject Securities and Other Securities issued to the Participating Buyers, as the Prospective Subscriber shall be issued units of Subject Securities and Other Securities.

5.1.4. Certain Legal Requirements. In the event that the participation in the Issuance by a Participation Offeree as a Participating Buyer would require under applicable law (i) the registration or qualification of such securities or of any Person as

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a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Issuance or (ii) the provision to any participant in the Sale of any specified information regarding the Company or any of its subsidiaries or the securities that is not otherwise required to be provided for the Issuance, such Participation Offeree shall not have the right to participate in the Issuance. Without limiting the generality of the foregoing, it is understood and agreed that neither the Company nor the Issuer shall be under any obligation to effect a registration of such securities under the Securities Act or similar state statutes.

5.1.5. Further Assurances. Each Participating Buyer shall take or cause to be taken all such reasonable actions as may be necessary or reasonably desirable in order expeditiously to consummate each Issuance pursuant to this Section 5.1 and any related transactions, including executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments; filing applications, reports, returns, filings and other documents or instruments with governmental authorities; and otherwise cooperating with the Issuer and the Prospective Subscriber. Without limiting the generality of the foregoing, each such Participating Buyer agrees to execute and deliver such subscription and other agreements specified by the Issuer to which the Prospective Subscriber will be party.

5.1.6. Expenses. All costs and expenses incurred by the Issuer in connection with any proposed Issuance of Subject Securities (whether or not consummated), including all attorney’s fees and charges, all accounting fees and charges and all finders, brokerage or investment banking fees, charges or commissions, shall be paid by the Company or the Issuer. Each Investor Group may retain, and the Company will pay the reasonable fees and expenses of, a single legal counsel (and such local counsel as may be appropriate) in connection with such proposed Issuance of Subject Securities (whether or not consummated). Any other costs and expenses incurred by or on behalf of any Stockholder in connection with such proposed Issuance of Subject Securities (whether or not consummated) shall be borne by such holder.

5.1.7. Closing. The closing of an Issuance pursuant to Section 5.1 shall take place (i) on the proposed date of Issuance, if any, set forth in the Participation Notice (provided that consummation of any Transfer may be extended beyond such date to the extent necessary to obtain any applicable governmental approval or other required approval or to satisfy other conditions), (ii) if no proposed Transfer date was required to be specified in the Participation Notice, at such time as the Issuer shall specify by notice to each Participating Buyer, provided that such closing with respect to a Participating Buyer shall not (without the consent of such Participating Buyer) be prior to the date that is ten Business Days after the Company issues the applicable Participation Notice and (iii) at such place as the Issuer shall specify by notice to each Participating Buyer. At the closing of any Issuance under this Section 5.1.7, each Participating Buyer shall be delivered the notes, certificates or other instruments evidencing the Subject Securities (and, if applicable, Other Securities) to be issued to such Participating Buyer, registered in the name of such Participating Buyer or such holder’s designated nominee, free and clear of any liens or encumbrances, with any

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transfer tax stamps affixed, against delivery by such Participating Buyer of the applicable consideration.

5.2. Post-Issuance Notice. Notwithstanding the requirements of Section 5.1, the Issuer may proceed with any Issuance prior to having complied with the provisions of Section 5.1; provided that the Issuer shall:

(a) provide to each Investor who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance and (ii) the Participation Notice described in Section 5.1.1 in which the actual price per unit of Subject Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth;

(b) offer to issue to such Investor such number of securities of the type issued in the Issuance as may be requested by such Investor (not to exceed the Participation Portion that such Investor would have been entitled to pursuant to Section 5.1 multiplied by the sum of (a) the number of Subject Securities included in the Issuance and (b) the aggregate number of shares issued pursuant to this Section 5.2 with respect to such Issuance) on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance received; and

(c) keep such offer open for a period of ten Business Days, during which period, each such Investor may accept such offer by sending a written acceptance to the Issuer committing to purchase an amount of such securities (not in any event to exceed the Participation Portion that such holder would have been entitled to pursuant to Section 5.1 multiplied by the sum of (a) the number of Subject Securities included in such issuance and (b) the aggregate number of shares issued pursuant to this Section 5.2 with respect to such Issuance).

5.3. Excluded Transactions. The provisions of this Section 5 shall not apply to Issuances by the Company or any subsidiary of the Company as follows:

(a) Any Issuance of Stock upon the exercise or conversion of any Stock, Options, Warrants or Convertible Securities outstanding on the date hereof or Issued after the date hereof in compliance with the provisions of this Section 5;

(b) Any Issuance of shares of Stock, Options, Warrants or Convertible Securities, in each case to the extent approved by the Requisite Stockholder Majority, to officers, employees, directors or consultants of the Company or its subsidiaries in connection with such Person’s employment or consulting arrangements with the Company or its subsidiaries;

(c) Any Issuance of shares of Stock, Options, Warrants or Convertible Securities, in each case to the extent approved by the Requisite Stockholder Majority, (i) in any business combination or acquisition transaction involving the Company or any of its subsidiaries or (ii) in connection with any joint venture or strategic partnership;

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(d) Any Issuance of Stock pursuant to an Initial Public Offering;

(e) The Issuance of Shares to the Investors in connection with the Closing;

(f) Any Issuance of shares of Stock in connection with any stock split, stock dividend or recapitalization approved by the Requisite Stockholder Majority;

(g) Any Issuance of shares of Stock in exchange for debt securities; or

(h) Any issuance by a subsidiary to the Company or a wholly-owned subsidiary of the Company.

5.4. Certain Provisions Applicable to Options, Warrants and Convertible Securities. In the event that the Issuance of Subject Securities shall result in any increase in the number of shares of Stock issuable upon exercise, conversion or exchange of any Options, Warrants or Convertible Securities, the number of shares (or Equivalent Shares, if applicable) of Subject Securities (and Other Securities, if applicable) which the holders of such Options, Warrants or Convertible Securities, as the case may be, shall be entitled to purchase pursuant to Section 5.1, if any, shall be reduced, share for share, by the amount of any such increase.

5.5. Acquired Shares. Any Subject Securities constituting Stock acquired by any Stockholder pursuant to this Section 5 shall be deemed for all purposes hereof to be Shares hereunder.

5.6. Period. Each of the foregoing provisions of this Section 5 shall expire on the earlier of (a) a Change of Control or (b) the closing of the Initial Public Offering.

6. COVENANTS.

6.1. Information Rights.

6.1.1. Historical Financial Information. The Company will furnish to each member of an Investor Group, the following:

6.1.1.1 As soon as available, and in any event within 120 days after the end of each fiscal year of the Company, the consolidated balance sheet of the Company and its subsidiaries as at the end of each such fiscal year and the consolidated statements of income, cash flows and changes in stockholders’ equity for such year of the Company and its subsidiaries, setting forth in each case in comparative form the figures for the next preceding fiscal year, accompanied by the report of independent certified public accountants of recognized national standing, to the effect that, except as set forth therein, such consolidated financial statements have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior years and fairly present in all material respects the financial condition of the Company and its subsidiaries at the

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dates thereof and the results of their operations and changes in their cash flows and stockholders’ equity for the periods covered thereby.

6.1.1.2 As soon as available, and in any event within 60 days after the end of each fiscal quarter of the Company, the consolidated balance sheet of the Company and its subsidiaries as at the end of such quarter and the consolidated statements of income, cash flows and changes in stockholders’ equity for such quarter and the portion of the fiscal year then ended of the Company and its subsidiaries, setting forth in each case the figures for the corresponding periods of the previous fiscal year in comparative form, all in reasonable detail.

6.1.1.3 As soon as available, and in any event within 15 days after the end of each month, the consolidated balance sheet of the Company and its subsidiaries as at the end of such month and the consolidated statements of income, cash flows for such month and the portion of the fiscal year then ended of the Company and its subsidiaries (to the extent prepared by the Company), setting forth in each case the figures for the corresponding periods of the previous fiscal year in comparative form, all in reasonable detail.

6.1.2. Period. Each of the foregoing provisions of this Section 6.1 shall expire on the earlier of (a) a Change of Control or (b) the closing of the Initial Public Offering.

6.2. Confidentiality. Each Investor agrees that it will keep confidential and will not disclose, divulge or use for any purpose, other than to monitor its investment in the Company and its subsidiaries, any confidential information obtained from the Company pursuant to the terms of this Agreement, unless such confidential information (i) is known or becomes known to the public in general (other than as a result of a breach of this Section 6.2 by such Investor or its Affiliates), (ii) is or has been independently developed or conceived by such Investor without use of the Company’s confidential information or (iii) is or has been made known or disclosed to such Investor by a third party (other than an Affiliate of such Investor) without a breach of any obligation of confidentiality such third party may have to the Company that is known to such Investor; provided, however, that an Investor may disclose confidential information (a) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company, (b) to any prospective purchaser of any Shares from such Investor as long as such prospective purchaser agrees to be bound by the provisions of this Section 6.2, (c) to any Affiliate, partner or member of such Investor in the ordinary course of business, or (d) as may otherwise be required by law, provided that such Investor takes reasonable steps to minimize the extent of any such required disclosure; and provided, further, however, that the acts and omissions of any Person to whom such Investor may disclose confidential information pursuant to clauses (a) through (c) of the preceding proviso shall be attributable to such Investor for purposes of determining such Investor’s compliance with this Section 6.2. Each of the parties hereto acknowledge that the Investors may review the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Company. Nothing in this Section 6.2 shall preclude or in any way restrict the Investors or their Affiliates from investing or participating in any particular enterprise, or trading in the

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securities thereof, whether or not such enterprise has products or services that compete with those of the Company.

6.3. Directors’ and Officers’ Insurance. The Company shall purchase, within a reasonable period following the Closing, and maintain for such periods as the Board shall in good faith determine, at its expense, insurance in an amount determined in good faith by the Board to be appropriate, on behalf of any person who after the Closing is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including any direct or indirect subsidiary of the Company, against any expense, liability or loss asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as such, subject to customary exclusions. The provisions of this Section 6.3 shall survive any termination of this Agreement.

7. REMEDIES.

7.1. Generally. The parties shall have all remedies available at law, in equity or otherwise in the event of any breach or violation of this Agreement or any default hereunder. The parties acknowledge and agree that in the event of any breach of this Agreement, in addition to any other remedies which may be available, each of the parties hereto shall be entitled to specific performance of the obligations of the other parties hereto and, in addition, to such other equitable remedies (including preliminary or temporary relief) as may be appropriate in the circumstances.

7.2. Deposit. Without limiting the generality of Section 7.1, if any Stockholder fails to deliver to the purchaser thereof the certificate or certificates evidencing Shares to be Sold pursuant to Section 4, such purchaser may, at its option, in addition to all other remedies it may have, deposit the purchase price for such Shares with any national bank or trust company having combined capital, surplus and undivided profits in excess of One Hundred Million Dollars ($100,000,000) (the “Escrow Agent”), and the Company or Midco, as the case may be, shall cancel on its books the certificate or certificates representing such Shares and thereupon all of such holder’s rights in and to such Shares shall terminate. Thereafter, upon delivery to such purchaser by such holder of the certificate or certificates evidencing such Shares (duly endorsed, or with stock powers duly endorsed, for transfer, with signature guaranteed, free and clear of any liens or encumbrances, and with any transfer tax stamps affixed), such purchaser shall instruct the Escrow Agent to deliver the purchase price (without any interest from the date of the closing to the date of such delivery, any such interest to accrue to such purchaser) to such holder.

8. LEGENDS.

8.1. Restrictive Legend. Each certificate representing Shares shall have the following legend endorsed conspicuously thereupon:

“THE VOTING OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE, AND THE SALE, ENCUMBRANCE OR OTHER DISPOSITION THEREOF, ARE SUBJECT TO THE PROVISIONS OF A

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STOCKHOLDERS AGREEMENT TO WHICH THE ISSUER AND CERTAIN OF ITS STOCKHOLDERS ARE PARTY, A COPY OF WHICH MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE ISSUER OR OBTAINED FROM THE ISSUER WITHOUT CHARGE.”

Any Person who acquires Shares which are not subject to all or part of the terms of this Agreement shall have the right to have such legend (or the applicable portion thereof) removed from certificates representing such Shares.

8.2. 1933 Act Legends. Each certificate representing Shares shall have the following legend endorsed conspicuously thereupon:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT COVERING THE TRANSFER OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE ISSUER, THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.”

8.3. Stop Transfer Instruction. The Company or Midco will instruct any transfer agent not to register the Transfer of any Shares until the conditions specified in the foregoing legends and this Agreement are satisfied.

8.4. Termination of 1933 Act Legend. The requirement imposed by Section 8.2 hereof shall cease and terminate as to any particular Shares (a) when, in the opinion of counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company and Midco with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement shall cease and terminate as to any Shares or (y) such Shares shall be transferable under paragraph (k) of Rule 144, the holder thereof shall be entitled to receive from the Company or Midco, as the case may be, without expense, new certificates not bearing the legend set forth in Section 8.2 hereof.

9. AMENDMENT, TERMINATION, ETC.

9.1. Oral Modifications. This Agreement may not be orally amended, modified, extended or terminated, nor shall any oral waiver of any of its terms be effective.

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9.2. Written Modifications. This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company, Midco and the Requisite Stockholder Majority; provided, however, that:

(a) the consent of each of the Investor Groups shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of the provisions of Section 2 or this clause (a) of Section 9.2; provided, however, that such consent shall not be required for any Amendment of the provisions of Section 2 adopted with the consent of the Requisite Stockholder Majority in connection with the consummation of, or at any time following, an Initial Public Offering that has been approved in accordance with Section 2.1, other than an Amendment of the provisions of Section 2.8;

(b) the consent of each of the Investor Groups shall be required for any Amendment of the provisions of Section 4.1, Section 4.4 any related provisions of Section 3.1.5 or Section 4.3 or this clause (b) of Section 9.2;

(c) the consent of any Investor Group shall be required for any Amendment that discriminates against such Investor Group as such under this Agreement; and the consent of any party shall be required for any Amendment that discriminates against such party.

Each such Amendment shall be binding upon each party hereto and each Stockholder subject hereto. In addition, each party hereto and each Stockholder subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 9.2, any Amendment to the definitions used in such Section shall also require the specified consent.

9.3. Withdrawal from Agreement. At any time following the Initial Public Offering, any Stockholder that, together with its Affiliates, holds less than five percent (5%) of the then outstanding shares of Common Stock may elect (on behalf of itself and its Affiliates (collectively, the “Withdrawing Holders”)), by written notice to the other parties hereto, to withdraw from this Agreement and thereby terminate this Agreement as to the Withdrawing Holders, who shall cease to be parties to this Agreement and shall no longer be subject to the obligations of this Agreement or have rights under this Agreement, and the Shares held by the Withdrawing Holders shall conclusively be deemed thereafter not to be Shares, as the case may be, under this Agreement; provided, however, that such Withdrawing Holders, if they constitute an Investor Group, shall comply with such Investor Group’s obligations under Section 4.5.6 of the Company’s certificate of incorporation to cause the resignation of any Investor Directors designated by such Investor Group; provided, further, that if the Withdrawing Holders hold shares of Class A-1 Common Stock, Class A-2 Common Stock or Class A-3 Common Stock, they will be deemed to have elected to convert all such Shares into Class A-4 Common Stock at the effective time of such withdrawal.

9.4. Effect of Termination. No termination under this Agreement shall relieve any Person of liability for breach prior to termination.

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10. DEFINITIONS. For purposes of this Agreement:

10.1. Certain Matters of Construction. In addition to the definitions referred to or set forth below in this Section 10:

(a) The words “hereof’, “herein”, “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular Section or provision of this Agreement, and reference to a particular Section of this Agreement shall include all subsections thereof;

(b) The word “including” shall mean including, without limitation;

(c) Definitions shall be equally applicable to both nouns and verbs and the singular and plural forms of the terms defined; and

(d) The masculine, feminine and neuter genders shall each include the other.

10.2. Definitions. The following terms shall have the following meanings:

“Acceptance Notice” shall have the meaning set forth in Section 4.4.4.

“Acquisition” shall have the meaning set forth in the Recitals.

“Acquisition Agreement” shall have the meaning set forth in the Recitals.

“Adverse Claim” shall have the meaning set forth in Section 8-102 of the applicable Uniform Commercial Code.

“Affiliate” shall mean, with respect to any specified Person, (a) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise); provided, however, that neither the Company nor any of its subsidiaries shall be deemed an Affiliate of any of the Stockholders (and vice versa), (b) if such specified Person is an investment fund, any other investment fund the primary investment advisor to which is the primary investment advisor to such specified Person or an Affiliate thereof and (c) if such specified Person is a natural Person, any Family Member of such natural Person.

“Affiliated Fund” shall mean, with respect to any specified Person, an investment fund that is an Affiliate of such Person (including entities investing solely on behalf of the Investor or such fund) or an entity that is directly or indirectly wholly-owned by such Investor or one or more of such funds (other than a portfolio company of any such fund).

“Agreement” shall have the meaning set forth in the Preamble.

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“Amendment” shall have the meaning set forth in Section 9.2.

“Bain Investors” shall mean, as of any date, Bain Capital Holdings (Loews) I, L.P., Bain Capital AIV (Loews) II, L.P., and their respective Permitted Transferees, in each case only if such Person then holds any Shares.

“Board” shall mean the board of directors of the Company.

“Business Day” shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York.

“Carlyle Investors” shall mean, as of any date, TC Group III, L.P., Carlyle Partners III Loews, L.P., and CP III Coinvestment, L.P. and their respective Permitted Transferees, in each case only if such Person then holds Shares.

“Change of Control” shall mean the occurrence of (a) any consolidation or merger of the Company with or into any other corporation or other Person, or any other corporate reorganization or transaction (including the acquisition of capital stock of the Company), whether or not the Company is a party thereto, in which the stockholders of the Company immediately prior to such consolidation, merger, reorganization or transaction and their Affiliated Funds, own capital stock either (i) representing directly, or indirectly through one or more entities, less than fifty percent (50%) of the economic interests in or voting power of the Company or other surviving entity immediately after such consolidation, merger, reorganization or transaction or (ii) that does not directly, or indirectly through one or more entities, have the power to elect a majority of the entire board of directors of the Company or other surviving entity immediately after such consolidation, merger, reorganization or transaction, (b) any transaction or series of related transactions, whether or not the Company is a party thereto, after giving effect to which in excess of fifty percent (50%) of the Company’s voting power is owned directly, or indirectly through one or more entities, by any Person and its “affiliates” or “associates” (as such terms are defined in the rules adopted by the Commission under the Exchange Act), other than the Investors and their respective Affiliated Funds, excluding, in any case referred to in clause (a) or (b) any Initial Public Offering or any bona fide primary or secondary public offering following the occurrence of an Initial Public Offering; or (c) a sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis (including securities of the Company’s directly or indirectly owned subsidiaries).

“Charitable Organization” shall mean a charitable organization as described by Section 501(c)(3) of the Internal Revenue Code of 1986, as in effect from time to time.

“Class A Stock” shall mean the Class A Common Stock, par value $.001 per share, of the Company, which is comprised of Class A-1 Common Stock, Class A-2 Common Stock, Class A-3 Common Stock and Class A-4 Common Stock.

“Class A-1 Director” shall mean any director of the Company elected by the holders of Class A-1 Common Stock in accordance with the Company’s certificate of incorporation.

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“Class A-2 Director” shall mean any director of the Company elected by the holders of Class A-2 Common Stock in accordance with the Company’s certificate of incorporation.

“Class A-3 Director” shall mean any director of the Company elected by the holders of Class A-3 Common Stock in accordance with the Company’s certificate of incorporation.

“Class L Stock” shall mean the Class L Common Stock, par value $.001 per share, of the Company.

“Closing” shall have the meaning set forth in Section 1.1.

“Commission” shall mean the Securities and Exchange Commission.

“Common Stock” shall mean the common stock of the Company, including the Class A Stock and the Class L Stock.

“Company” shall have the meaning set forth in the Preamble.

“Company Shares” shall mean Shares in respect of capital stock of the Company.

“Convertible Securities” shall mean any evidence of indebtedness, shares of stock (other than Stock) or other securities (other than Options and Warrants) which are directly or indirectly convertible into or exchangeable or exercisable for shares of Stock.

“Drag Along Notice” shall have the meaning set forth in Section 4.2.1.

“Drag Along Sale Percentage” shall have the meaning set forth in Section 4.2.

“Drag Along Sellers” shall have the meaning set forth in Section 4.2.1.

“Equivalent Shares” shall mean, at any date of determination, (a) as to any outstanding shares of Stock, such number of shares of Stock and (b) as to any outstanding Options, Warrants or Convertible Securities which constitute Shares, the maximum number of shares of Stock for which or into which such Options, Warrants or Convertible Securities may at the time be exercised, converted or exchanged (or which will become exercisable, convertible or exchangeable on or prior to, or by reason of, the transaction or circumstance in connection with which the number of Equivalent Shares is to be determined).

“Escrow Agent” shall have the meaning set forth in Section 7.2.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as in effect from time to time.

“Fair Market Value” shall mean, as of any date, as to any Share, the Board’s good faith determination of the fair value of such Share as of the applicable reference date.

“Family Member” shall mean, with respect to any natural Person, (i) any lineal descendant or ancestor or sibling (by birth or adoption) of such natural Person, (ii) any spouse or former spouse of any of the foregoing, (iii) any legal representative or estate of any of the

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foregoing, (iv) any trust maintained for the benefit of the foregoing and (v) any corporation, private charitable foundation or other organization controlled by the foregoing.

“First Offer Deadline” shall have the meaning set forth in Section 4.4.2(a).

“First Offer Holder” shall have the meaning set forth in Section 4.4.1.

“First Offer Notice” shall have the meaning set forth in Section 4.4.2(a).

“First Offer Purchaser” shall have the meaning set forth in Section 4.4.2(a).

“Holdco” shall have the meaning set forth in the Preamble.

“Holdings” shall have the meaning set forth in the Preamble.

“Indemnified Liabilities” shall have the meaning set forth in Section 11.10.

“Indemnitees” shall have the meaning set forth in Section 11.10.

“Initial Public Offering” shall mean the initial Public Offering registered on Form S-1 (or any successor form under the Securities Act).

“Initiating Investor” shall have the meaning set forth in the Registration Rights Agreement.

“Investor Group” shall mean any one of (a) the Bain Investors, collectively, (b) the Carlyle Investors, collectively, and (c) the Spectrum Investors, collectively. Where this Agreement provides for the vote, consent or approval of any Investor Group, such vote, consent or approval shall be determined by the Majority Bain Investors, the Majority Carlyle Investors or the Majority Spectrum Investors, as the case may be, except as otherwise specifically set forth herein; provided, however, that any such Investor Group shall cease to be a Investor Group at such time after the Closing, and at all times thereafter, as such Investor Group ceases to hold Shares representing a Total Combined Investment (as defined in the Company’s certificate of incorporation) of at least the Minimum Total Combined Investment (as defined in the Company’s certificate of incorporation); provided that no adjustment pursuant to the Company’s certificate of incorporation to the “Minimum Total Combined Investment” or the “Minimum Director Share Amount” shall cause any former Investor Group to again become an Investor Group.

“Investors” shall have the meaning set forth in the Preamble.

“Issuance” shall have the meaning set forth in Section 5.

“Issuer” shall have the meaning set forth in Section 5.

“Loews” shall have the meaning set forth in the Recitals.

“Majority Bain Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Bain Investors.

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“Majority Carlyle Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Carlyle Investors.

“Majority in Interest” shall mean, (a) with respect to a set of Shares of a single class, a majority of such Shares and (b) with respect to a set of Shares of more than one class, a majority in aggregate Purchase Price Value of such Shares.

“Majority Spectrum Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Spectrum Investors.

“Management Shares” shall mean all Purchased Shares and Vested Incentive Shares held by a Manager.

“Management Stockholders Agreement” shall have the meaning set forth in the Recitals.

“Management Tag-Along Sellers” shall mean any and all Managers who exercise their rights as “tag-along sellers” pursuant to the Management Stockholders Agreement.

“Managers” shall have the meaning set forth in the Recitals.

“Midco” shall have the meaning set forth in the Preamble.

“Options” shall mean any options to subscribe for, purchase or otherwise directly acquire Stock, other than any such option held by the Company or Midco or any right to purchase shares pursuant to this Agreement.

“Other Securities” shall have the meaning set forth in Section 5.1.3.

“Participating Buyer” shall have the meaning set forth in Section 5.1.2(a).

“Participating Seller” shall have the meaning set forth in Section 4.1.2 and 4.2.1.

“Participation Notice” shall have the meaning set forth in Section 5.1.1.

“Participation Offerees” shall have the meaning set forth in Section 5.1.1.

“Participation Portion” shall have the meaning set forth in Section 5.1.1(a).

“Permitted Transferee” shall mean, in respect of any Investor, any Affiliated Fund of such Investor, and any Person approved by the Investor Groups of which such Investor is not a member, in each case to the extent such Person agrees to be bound by the terms of this Agreement in accordance with Section 3.2 (if not already bound hereby). In addition, any Stockholder shall be a Permitted Transferee of the Permitted Transferees of itself.

“Person” shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

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“Preferred Stock” shall mean the 10% Cumulative Preferred Stock, par value $.001 per share, of Midco.

“Price Per Equivalent Share” shall mean the Board’s good faith determination of the price per Equivalent Share of any Convertible Securities or Options which are the subject of an Issuance pursuant to Section 5 hereof.

“Principal Investor Majority” shall mean, with respect to a transaction between the Company or one of its subsidiaries on the one hand and an Investor or one of its Affiliates on the other (a “Related Affiliate”), (i) a majority of Investor Groups that are not and whose Affiliates are not a Related Affiliate, or (ii) if there is no unaffiliated Investor Group, a majority vote of all Class A-1 Common Stock, Class A-2 Common Stock and Class A-3 Common Stock (voting as a single class) held by all Investors that are not and whose Affiliates are not a Related Affiliate.

“Pro Rata Portion” shall mean:

(a) for purposes of Section 4.1.4 with respect to each Tag Along Seller, a number of Shares equal to the aggregate number of Shares that the Prospective Buyer is willing to purchase in the proposed Sale, multiplied by a fraction, the numerator of which is the aggregate number of Shares of the applicable class held by such Tag Along Seller and the denominator of which is equal to the sum of (i) the aggregate number of Shares of the applicable class held by all Tag Along Sellers and (ii) the aggregate number of Management Shares of the applicable class held by all Management Tag-Along Sellers; and

(b) for purposes of Section 4.4.6, with respect to each First Offer Purchaser, a number of Shares equal to the aggregate number of Subject Shares of the applicable class multiplied by a fraction, the numerator of which is the aggregate number of Shares of the applicable class held by such First Offer Purchaser and the denominator of which is the aggregate number of Shares of the applicable class held by all First Offer Purchasers.

“Prospective Buyer” shall mean any Person, including the Company or any of its subsidiaries, proposing to purchase or otherwise acquire shares from a Prospective Selling Stockholder.

“Prospective Selling Stockholder” shall mean:

(a) for purposes of Section 3.4, any Stockholder that proposes to Transfer any Shares to any Prospective Buyer;

(b) for purposes of Section 4.1, any Stockholder that proposes to Transfer any Shares to any Prospective Buyer, including a First Offer Purchaser pursuant to Section 4.4;

(c) for purposes of Section 4.2, any Stockholder forming part of the acting Requisite Stockholder Majority that has elected to exercise the drag along right provided by such Section; and

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(d) for purposes of Section 4.4, any Stockholder that proposes to Transfer any Shares in a transaction that is subject to such Section.

“Prospective Subscriber” shall have the meaning set forth in Section 5.1.1(a).

“Public Offering” shall mean a public offering and sale of Common Stock for cash pursuant to an effective registration statement under the Securities Act.

“Purchase Price Value” shall mean: (a) $1.00, in the case of a share of Class A Stock, (b) $81.00, in the case of a share of Class L Stock and (c) $100.00, in the case of a share of Preferred Stock, in each case appropriately adjusted for any stock split, stock dividend, combination, recapitalization or the like involving such class.

“Purchased Shares” shall mean (a) all shares of Stock held by a Manager that were purchased by the original holder thereof in connection with the Closing and (b) all shares of Stock held by a Manager that are designated as Purchased Shares by the Requisite Stockholder Majority.

“Registration Rights Agreement” shall have the meaning set forth in Section 11.3.

“Related Affiliate” shall have the meaning set forth in the definition of Principal Investor Majority.

“Requisite Stockholder Majority” shall mean at any time the approval of (a) each of at least two Investor Groups if there is more than one Investor Group, (b) a single Investor Group if there is only one Investor Group and (c) otherwise, Investors holding a majority of the outstanding Class A Stock constituting Shares then held by Investors party to this Agreement.

“Rule 144” shall mean Rule 144 under the Securities Act (or any successor Rule).

“Sale” shall mean a Transfer for value and the terms “Sell” and “Sold” shall have correlative meanings.

“Sale Notice” shall have the meaning set forth in Section 4.4.1.

“Securities Act” shall mean the Securities Act of 1933, as in effect from time to time.

“Shares” shall mean (a) all shares of Stock held by a Stockholder, whenever issued, including all shares of Stock issued upon the exercise, conversion or exchange of any Options, Warrants or Convertible Securities and (b) all Options, Warrants and Convertible Securities held by a Stockholder (treating such Options, Warrants and Convertible Securities as a number of Shares equal to the number of Equivalent Shares represented by such Options, Warrants and Convertible Securities for all purposes of this Agreement except as otherwise specifically set forth herein).

“Spectrum Investors” shall mean, as of any date, Spectrum Equity Investors IV, L.P. Spectrum Equity Investors Parallel IV, L.P. and Spectrum IV Investment Managers’ Fund, L.P.

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and their respective Permitted Transferees, in each case only if such Person then holds any Shares.

“Stock” shall mean the Common Stock and the Preferred Stock.

“Stockholders” shall have the meaning set forth in the Preamble.

“Strategic Investor” shall mean, with respect to any proposed Transfer, any (a) Person that is determined by the Requisite Stockholder Majority to be a competitor of the Company or any of its subsidiaries in any material respect or a potential strategic investor in the Company or any of its subsidiaries and (b) any Affiliate of any such Person specified in clause (a). For purposes hereof, without limiting the foregoing, any Person with, or whose Affiliate has, substantial operations in the film exhibition industry shall be presumed to be a Strategic Investor unless the Requisite Stockholder Majority otherwise determine.

“Subject Securities” shall have the meaning set forth in Section 5.

“Subject Shares” shall have the meaning set forth in Section 4.4(a).

“Subscription Agreement” shall have the meaning set forth in Section 11.3.

“Tag Along Deadline” shall have the meaning set forth in Section 4.1.2.

“Tag Along Holder” shall have the meaning set forth in Section 4.1.1.

“Tag Along Notice” shall have the meaning set forth in Section 4.1.1.

“Tag Along Offer” shall have the meaning set forth in Section 4.1.2.

“Tag Along Sale Percentage” shall have the meaning set forth in Section 4.1.1(a).

“Tag Along Sellers” shall have the meaning set forth in Section 4.1.2

“Third-Party Claim” shall have the meaning set forth in Section 11.10.

“Transfer” shall mean any sale, pledge, assignment, encumbrance or other transfer or disposition of any Shares to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise.

“Vested Incentive Shares” shall mean, with respect to a Manager at any time, the shares of Stock and Options held by such Manager that are not Purchased Shares (treating such Options as a number of Incentive Shares equal to the maximum number of shares of Stock for which such Options may at the time be exercised) which are fully vested at such time.

“Warrants” shall mean any warrants to subscribe for, purchase or otherwise directly acquire Stock.

“Withdrawing Holders” shall have the meaning set forth in Section 9.3.

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11. MISCELLANEOUS.

11.1. Authority: Effect. Each party hereto represents and warrants to and agrees with each other party that the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such party and do not violate any agreement or other instrument applicable to such party or by which its assets are bound. This Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the parties hereto, or to constitute any of such parties members of a joint venture or other association. The Company and Midco shall be jointly and severally liable for all obligations of each such party pursuant to this Agreement.

11.2. Notices. All notices, requests, demands, claims and other communications required or permitted to be delivered, given or otherwise provided under this Agreement must be in writing and must be delivered, given or otherwise provided:

(a) by hand (in which case, it will be effective upon delivery);

(b) by facsimile (in which case, it will be effective upon receipt of confirmation of good transmission); or

(c) by overnight delivery by a nationally recognized courier service (in which case, it will be effective on the Business Day after being deposited with such courier service);

in each case, to the address (or facsimile number) listed below:

If to the Company, Midco, Holdco and Loews, to it:

c/o Loews Cineplex Entertainment Corporation

711 Fifth Avenue

New York, NY 10022

Facsimile: (646) 521-6267

Attention: Corporate General Counsel

with copies to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Facsimile: (617) 951-7050

Attention: R. Newcomb Stillwell

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If to a Bain Investor, to it:

c/o Bain Capital, LLC

111 Huntington Avenue

Boston, Massachusetts 02199

Facsimile: (617) 516-2010

Attention: John Connaughton

                 Phil Loughlin

with copies to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Facsimile: (617) 951-7050

Attention: R. Newcomb Stillwell

If to a Carlyle Investor, to it:

c/o The Carlyle Group

520 Madison Avenue, 42^nd Floor

New York, New York 10022

Facsimile: (212) 381-4901

Attention: Michael Connelly

                 Eliot P. S. Merrill

with copies to:

Latham & Watkins LLP

885 Third Avenue

New York, New York 10022

Facsimile: (212) 751-4864

Attention: R. Ronald Hopkinson

If to a Spectrum Investor, to it:

c/o Spectrum Equity Investors

333 Middlefield Road

Suite 200

Menlo Park, CA 94025

Facsimile: (415) 464-4601

Attention: Brion Applegate

                 Benjamin Coughlin

with copies to:

Latham & Watkins LLP

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505 Montgomery Street, Suite 1900

San Francisco, California 94111

Facsimile: (415) 395-8095

Attention: Scott R. Haber

                 Tad J. Freese

Notice to the holder of record of any shares of capital stock shall be deemed to be notice to the holder of such shares for all purposes hereof.

11.3. Binding Effect, Etc. Except for the Registration Rights Agreement dated as of July 30, 2004 among the Company, Midco, Holdco, Loews, the Investors and certain other Persons (the “Registration Rights Agreement”) and the Subscription Agreement dated as of July 30, 2004 among the Company, Midco, Loews and the Investors (the “Subscription Agreement”), this Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no holder party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

11.4. Descriptive Heading. The descriptive headings of this Agreement are for convenience of reference only, are not to be considered a part hereof and shall not be construed to define or limit any of the terms or provisions hereof.

11.5. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one instrument.

11.6. Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

11.7. No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, the Company and each Stockholder covenant, agree and acknowledge that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member of any Stockholder or of any Affiliate or assignee thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Stockholder or any current or future member of any Stockholder or any current or future director, officer, employee, partner

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or member of any Stockholder or of any Affiliate or assignee thereof, as such, for any obligation of any Stockholder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

11.8. Aggregation of Shares. All Shares held by a Stockholder and its Affiliates and Affiliated Funds shall be aggregated together for purposes of determining the availability of any rights under Sections 3.3, 4 and 5. Within any Investor Group, the Stockholders may allocate the ability to exercise any rights under this Agreement in any manner that such Investor Group (by a Majority in Interest of the Shares held by such Investor Group) sees fit.

11.9. Obligations of Company, Midco, Holdco and Acquisition. Each of the Company, Midco, Holdco and Loews shall be jointly and severally liable for any payment obligation of any of the Company, Midco, Holdco and Loews pursuant to this Agreement.

11.10. Indemnity and Liability. Each of the Company, Midco, Holdco and Loews, jointly and severally, will indemnify, exonerate and hold each of the Investors, and each of their respective partners, shareholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents and each of the partners, shareholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), as a result of, arising out of, or in any way relating to (i) this Agreement, the Acquisition, any transaction to which any of the Company, Midco or Loews is a party or any other circumstances with respect to any of the Company, Midco or Loews (other than any such Indemnified Liabilities to the extent such Indemnified Liabilities arise out of any breach of the Registration Rights Agreement or the Subscription Agreement by such Indemnitee or its affiliated or associated Indemnitees or other related Persons or any transaction entered into after the Closing as determined by a court of competent jurisdiction in a final nonappealable judgment) or (ii) operations of, or services provided by any of the Indemnitees to, any of the Company, Midco or Loews, or any of their Affiliates from time to time (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of the seller, or any of its accountants or other representatives, agents or Affiliates) (other than any such Indemnified Liabilities to the extent such Indemnified Liabilities arise out of any breach of the Registration Rights Agreement or the Subscription Agreement by such Indemnitee or its affiliated or associated Indemnitees or other related Persons or any transaction entered into after the Closing as determined by a court of competent jurisdiction in a final nonappealable judgment); provided that the foregoing indemnification rights shall not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct, and further provided that, if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company, Midco, Holdco and Loews hereby agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 11.10, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence shall be deemed

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to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by any of the Company, Midco or Loews, then such payments shall be promptly repaid by such Indemnitee to the Company, Midco or Loews. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. None of the Indemnitees shall in any event be liable to any of the Company, Midco or Loews or any of their Affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful misconduct. If all Investor Groups are similarly situated with respect to their interests in a matter that may be an Indemnified Liability and that is not based on a Third-Party Claim, the Indemnitees may enforce their rights pursuant to this Section 11.10 only with the consent of the Requisite Stockholder Majority (determined based on the Investor Groups existing at the time of the events giving rise to such claim for indemnification). A “Third-Party Claim” means any (i) claim brought by a Person other than the Company, Midco, Loews or any of their subsidiaries, an Investor or any Indemnitee and (ii) any derivative claim brought in the name of the Company, Midco, Loews, or any of their respective subsidiaries that is initiated by a Person other than an Investor or any Indemnitee.

12. GOVERNING LAW.

12.1. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of New York without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

12.2. Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of New York, County of New York for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights

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set forth in this agreement, the court in which such litigation is being heard shall be deemed to be included in clause (a) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 11.2 hereof is reasonably calculated to give actual notice.

12.3. WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 12.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 12.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

12.4. Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

[Signature pages follow]

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IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

LCE CORPORATIONS:	LCE HOLDINGS, INC.
	LCE INTERMEDIATE HOLDINGS, INC.
	LCE HOLDCO LLC
	LCE ACQUISITION CORPORATION
	By:
		Name:
		Title:

Stockholders Agreement

THE INVESTORS:	BAIN CAPITAL HOLDINGS (LOEWS) I, L.P.
	By: Bain Capital Partners VII, L.P., its general partner
	By: Bain Capital Investors, LLC, its general partner
	BAIN CAPITAL AIV (LOEWS) II, L.P.
	By: Bain Capital Partners VIII, L.P., its general partner
	By: Bain Capital Investors, LLC, its general partner
	By:
		John Connaughton
		Managing Director

Stockholders Agreement

TC GROUP INVESTMENT HOLDINGS, L.L.C.

By: TCG Holdings, L.L.C.

Name:

Title:

CARLYLE PARTNERS III LOEWS, L.P.

By: TC Group III, L.P., its general partner

By: TC Group III, L.L.C., its general partner

By: TC Group, L.L.C., its managing member

By: TCG Holdings, L.L.C., its managing member

Name:

Title:

CP III COINVESTMENT, L.P.

By: TC Group III, L.P., it general partner

By: TC Group III, L.L.C., its general partner

By: TC Group, L.L.C., its managing member

By: TCG Holdings, L.L.C., its managing member

Name:

Title:

Stockholders Agreement

SPECTRUM EQUITY INVESTORS IV, L.P.
By: Spectrum Equity Associates IV, L.P., its general partner
Name:	Brion B. Applegate
Title:	General Partner
SPECTRUM EQUITY INVESTORS PARALLEL IV, L.P.
By: Spectrum Equity Associates IV, L.P., its general partner
Name:	Brion B. Applegate
Title:	General Partner
SPECTRUM IV INVESTMENT MANAGERS’ FUND, L.P.
Name:	Brion B. Applegate
Title:	General Partner

Stockholders Agreement

Schedule I

Holdings of Shares

Stockholder	Class A Common Stock	Class L Common Stock	Preferred Stock
Bain Capital Holdings (Loews) I, L.P.	6,911,833.52 A-1	767,981.50	137,579.99
Bain Capital AIV (Loews) II, L.P.	6,373,499.18 A-1	708,166.58	126,864.45
TC Group Investment Holdings, L.P.	1,323,964.89 A-2	147,107.21	26,353.51
Carlyle Partners III Loews, L.P.	11,326,740.86 A-2	1,258,526.76	225,458.69
CP III Coinvestment, L.P.	634,626.95 A-2	70,514.11	12,632.24
Spectrum Equity Investors IV, L.P.	8,445,954.96 A-3	938,439.44	168,116.87
Spectrum Equity Investors Parallel IV, L.P.	49,859.07 A-3	5,539.90	992.44
Spectrum IV Investment Managers’ Fund, L.P.	100,577.78 A-3	11,175.31	2,002.00
TOTAL		3,907,450.81	700,000.19

Stockholders Agreement

EX-9.2

Exhibit 9.2

MANAGEMENT STOCKHOLDERS AGREEMENT

among

LCE Holdings, Inc.

LCE Intermediate Holdings, Inc.

LCE Holdco LLC

Loews Cineplex Entertainment Corporation

and

Certain Stockholders and Management Optionholders and Stockholders of

LCE Holdings, Inc. and LCE Intermediate Holdings, Inc.

from time to time party hereto.

Dated as of January 12, 2005

TABLE OF CONTENTS

1. DEFINITIONS	2
1.1. Definitions	2
2. RESTRICTED ACTIONS	2
2.1. CEO Director	2
2.2. Significant Transactions	2
2.3. Consent to Amendment	2
2.4. The Company and Midco	2
2.5. Period	3
3. TRANSFER RESTRICTIONS	3
3.1. Transfers Allowed	3
3.1.1 Permitted Transferees	3
3.1.2 Tag Along and Drag Along	3
3.2. Certain Transferees to Become Parties	3
3.3. Impermissible Transfer	3
3.4. Notice of Transfer	3
3.5. Period	3
4. “TAG ALONG” AND “DRAG ALONG” RIGHTS	4
4.1. Tag Along	4
4.1.1 Notice	4
4.1.2 Exercise	4
4.1.3 Irrevocable Offer	5
4.1.4 Reduction of Shares Sold	5
4.1.5 Additional Compliance	5
4.2. Drag Along	6
4.2.1 Exercise	6
4.3. Miscellaneous	7
4.3.1 Certain Legal Requirements	7
4.3.2 Further Assurances	7
4.3.3 Sale Process	8
4.3.4 Treatment of Options, Warrants and Convertible Securities	8
4.3.5 Expenses	8
4.3.6 Closure	8
4.3.7 Termination of Rights	9
5. CALL OPTIONS	9
5.1. Termination	9
5.1.2 Notices; Investors’ Rights, Etc.	10
5.2. Cash Payments	10
5.3. Closing	10
5.4. Acknowledgment	11
5.5. Period	11
6. RIGHT OF PARTICIPATION	11
6.1. Right of Participation	11
6.1.1 Offer	11
6.1.2 Exercise	12

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6.1.3 Other Securities	13
6.1.4 Certain Legal Requirements	13
6.1.5 Further Assurances	13
6.1.6 Expenses	14
6.1.7 Closing	14
6.2. Post-Issuance Notice	14
6.3. Excluded Transactions	15
6.4. Certain Provisions Applicable to Options, Warrants and Convertible Securities	15
6.5. Acquired Shares	16
6.6. Period	16
7. REMEDIES	16
7.1. Generally	16
7.2. Deposit	16
8. LEGENDS	17
8.1. Restrictive Legend	17
8.2. 1933 Act Legends	17
8.3. Stop Transfer Instruction	17
8.4. Termination of 1933 Act Legend	17
9. AMENDMENT, TERMINATION, ETC.	18
9.1. Oral Modifications	18
9.2. Written Modifications	18
9.3. Effect of Termination	18
10. DEFINITIONS	18
10.1. Certain Matters of Construction	18
10.2. Definitions	18
11. MISCELLANEOUS	26
11.1. Authority: Effect	26
11.2. Notices	26
11.3. Binding Effect, Etc.	28
11.4. Descriptive Heading	28
11.5. Counterparts	28
11.6. Severability	28
11.7. No Recourse	29
11.8. Obligations of Company, Midco, Holdco and Acquisition	29
12. GOVERNING LAW	29
12.1. Governing Law	29
12.2. Consent to Jurisdiction	29
12.3. WAIVER OF JURY TRIAL	30
12.4. Exercise of Rights and Remedies	30

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MANAGEMENT STOCKHOLDERS AGREEMENT

This Management Stockholders Agreement (the “Agreement”) is made as of January     , 2005 by and among:

(i) LCE Holdings, Inc., a Delaware corporation (together with its successors and permitted assigns, the “Company”);

(ii) LCE Intermediate Holdings, Inc., a Delaware corporation (together with its successors and permitted assigns, “Midco”);

(iii) LCE Holdco LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Holdco”);

(iv) Loews Cineplex Entertainment Corporation, a Delaware corporation (together with its successors and permitted assigns, “Loews”);

(v) each person executing this Agreement or the Investor Stockholders Agreement and listed as an Investor on the signature pages hereto or thereto (collectively with their Permitted Transferees, the “Investors”); and

(vi) Each optionholder and stockholder of the Company and Midco listed on the signature pages hereto and that from time to time become party hereto (collectively with their Permitted Transferees, the “Management Stockholders” or “Managers”).

RECITALS

WHEREAS, the Company was formed for the purpose of acquiring (the “Acquisition”), indirectly through one or more subsidiaries, pursuant to a Stock Purchase Agreement, dated as of June 18, 2004 (the “Acquisition Agreement”), among the Company, Loews and the other persons identified therein, all outstanding shares of Loews;

WHEREAS, certain managers of the Company and its subsidiaries now desire to purchase, and the Company desires to sell to such managers, shares of Common Stock and Preferred Stock;

WHEREAS, Options (as defined below) are being, and may continue to be, issued to managers pursuant to the Company’s and Midco’s 2004 Management Stock Option Plan;

WHEREAS, in connection with the purchase of such securities and the issuance of Options, the Company, Midco, Holdco, Loews, the Investors and the Managers named herein desire to enter into this Agreement; and

WHEREAS, the parties believe that it is in the best interests of the Company, Midco, Loews, the Mangers and the Investors to set forth their agreements on certain matters.

AGREEMENT

Therefore, the parties hereto hereby agree as follows:

1. DEFINITIONS.

1.1. Definitions. Certain terms are used in this Agreement as specifically defined herein. These definitions are set forth or referred to in Section 11 hereof.

2. RESTRICTED ACTIONS.

2.1. CEO Director. Each Management Stockholder agrees to cast all votes to which such Management Stockholder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, (a) to elect the Chief Executive Officer of Loews to the Board of the Company pursuant to Section 4.5.2 of the Company’s certificate of incorporation (the “CEO Director”) and (b) to remove the CEO Director if at any time the person serving as CEO Director ceases to be the Chief Executive Officer of Loews.

2.2. Significant Transactions. Each Management Stockholder agrees to cast all votes to which such Management Stockholder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Requisite Stockholder Majority may instruct by written notice to approve any sale, recapitalization, merger, consolidation, reorganization or any other transaction or series of transactions involving the Company or its subsidiaries (or all or any portion of their respective assets) in connection with, or in furtherance of, the exercise by the Requisite Stockholder Majority of their rights under Section 4.2. Each Management Stockholder hereby grants to the Company an irrevocable proxy coupled with an interest to vote, including in any action by written consent, such Management Stockholder’s Shares in accordance with such Management Stockholder’s agreements contained in this Section 2.2, which proxy shall be valid and remain in effect until the provisions of this Section 2.2 expire pursuant to Section 2.5.

2.3. Consent to Amendment. Each Management Stockholder agrees to cast all votes to which such Management Stockholder is entitled in respect of the Company Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Requisite Stockholder Majority may instruct by written notice to increase the number of authorized shares of Class A-4 Common Stock to the extent necessary to permit the Company to comply with the provisions of its certificate of incorporation with respect to the conversion of shares of Class A-1 Common Stock, Class A-2 Common Stock, Class A-3 Common Stock and Class L Common Stock into shares of Class A-4 Common Stock. Each Management Stockholder hereby grants to each member of such Requisite Stockholder Majority an irrevocable proxy coupled with an interest to vote, including in any action by written consent, such Management Stockholder’s Shares in accordance with such Management Stockholder’s agreements contained in this Section 2.3, which proxy shall be valid and remain in effect until the provisions of this Section 2.3 expire pursuant to Section 2.5.

2.4. The Company and Midco. The Company and Midco will not give effect to any action by any Management Stockholder or any other Person which is in contravention of this Section 2.

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2.5. Period. Each of the foregoing provisions of this Section 2 shall expire upon a Change of Control.

3. TRANSFER RESTRICTIONS.

3.1. Transfers Allowed. Until the expiration of the provisions of this Section 3, no Management Stockholder shall Transfer any of such Management Stockholder’s Shares to any other Person except as follows:

3.1.1 Permitted Transferees. Without regard to any other restrictions on transfer contained elsewhere in this Agreement, any Management Stockholder may Transfer any or all of such Shares to such Management Stockholder’s Permitted Transferees; and such Permitted Transferees shall be deemed to be Management Stockholders hereunder.

3.1.2 Tag Along and Drag Along. A Participating Seller may Transfer Shares pursuant to and in accordance with the provisions of Sections 4.1 and 4.2 without regard to any other restrictions on transfer contained elsewhere in this Agreement.

3.2. Certain Transferees to Become Parties. Any transferee receiving Shares in a Transfer pursuant to Section 3.1.1 shall become a Management Stockholder, party to this Agreement and subject to the terms and conditions of, and be entitled to enforce, this Agreement to the same extent, and in the same capacity, as the Person that Transfers such Shares to such transferee. Prior to the Transfer of any Shares to any transferee pursuant to Section 3.1.1, and as a condition thereto, each Management Stockholder effecting such Transfer shall (x) cause such transferee to deliver to the Company and each of the Investors its written agreement, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (y) remain directly liable for the performance by such Permitted Transferee of all obligations of such transferee under this Agreement.

3.3. Impermissible Transfer. Any attempted Transfer of Shares not permitted under the terms of this Section 3 shall be null and void, and neither the Company nor Midco shall in any way give effect to any such impermissible Transfer.

3.4. Notice of Transfer. To the extent any Management Stockholder or Permitted Transferee shall Transfer any Shares, such Management Stockholder or Permitted Transferee shall, within three Business Days following consummation of such Transfer, deliver notice thereof to the Company and each Investor.

3.5. Period. Each of the foregoing provisions of this Section 3 shall expire upon the earlier of (a) a Change of Control or (b) the closing of the Initial Public Offering.

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4. “TAG ALONG” AND “DRAG ALONG” RIGHTS.

4.1. Tag Along. If any Prospective Selling Stockholder proposes to Sell any Shares to any Prospective Buyer(s) that is not a Permitted Transferee (as defined in the Investor Stockholders Agreement) in a Transfer that is not an Excepted Transfer:

4.1.1 Notice. The Prospective Selling Stockholder shall, prior to any such proposed Transfer, deliver a written notice (the “Tag Along Notice”) to each Management Stockholder (each, a “Tag Along Holder”). The Tag Along Notice shall include:

(a) the principal terms and conditions of the proposed Sale, including (i) the number and class of the Shares to be purchased from the Prospective Selling Stockholder, (ii) the fraction(s) expressed as a percentage, determined by dividing the number of Shares of each class to be purchased from the Prospective Selling Stockholder by the total number of Shares of each such class held by the Prospective Selling Stockholder (for each class, the “Tag Along Sale Percentage”) (it being understood that the Company shall reasonably cooperate with the Prospective Selling Stockholder in respect of the determination of each applicable Tag Along Sale Percentage), (iii) the per share purchase price or the formula by which such price is to be determined and the payment terms, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof, (iv) the name and address of each Prospective Buyer and (v) the proposed Transfer date; and

(b) an invitation to each Tag Along Holder to make an offer to include in the proposed Sale to the applicable Prospective Buyer(s) Shares of the same class(es) being sold by the Prospective Selling Stockholder held by such Tag Along Holder (not in any event to exceed the Tag Along Sale Percentage of the total number of Shares of the applicable class held by such Tag Along Holder), on the same terms and conditions (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities and subject to Section 4.3.1 under all circumstances), with respect to each Share Sold, as the Prospective Selling Stockholder shall Sell each of its Shares. For purposes of this Section 4, the Class A Common Stock will be treated as a single class and, subject to Section 4.3.4, all Options, Warrants and Convertible Securities will be treated as the same class of Shares for which they may be exercised.

4.1.2 Exercise. Within ten (or five, if the proposed Transfer is also the subject of a currently effective Sale Notice under Section 4.4 of the Investor Stockholder Agreement) Business Days after the date of delivery of the Tag Along Notice (such date the “Tag Along Deadline”), each Tag Along Holder desiring to make an offer to include Shares in the proposed Sale (each a “Participating Seller” and, together with the Prospective Selling Stockholder, collectively, the “Tag Along Sellers”) shall deliver a written notice (the “Tag Along Offer”) to the Prospective Selling Stockholder indicating the number of Shares which such Participating Seller desires to have included in the proposed Sale (subject to the limitation set forth in Section 4.1.1(b)). Each Tag Along Holder who does not make a Tag Along Offer in compliance with the above requirements, including the time period, shall be deemed to have waived all of such holder’s rights to participate in such Sale, and the Tag Along Sellers shall thereafter be free to Sell to the Prospective Buyer, at a per share price no greater than the per share price set forth in the Tag Along Notice and on other principal terms and conditions which are not materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, without any further obligation to such non-accepting Tag Along Holder pursuant to this Section 4.1.

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4.1.3 Irrevocable Offer. The offer of each Participating Seller contained in such holder’s Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling Stockholder, up to such number of Shares as such Participating Seller shall have specified in such holder’s Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the per share price shall be less than the per share price set forth in the Tag Along Notice or the other principal terms and conditions shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Prospective Seller shall provide written notice thereof to each Participating Seller and each Participating Seller shall be permitted to withdraw the offer contained in such holder’s Tag Along Offer by written notice to the Prospective Selling Stockholder within three Business Days of delivery of such written notice from the Prospective Selling Stockholder and upon such withdrawal shall be released from such holder’s obligations thereunder.

4.1.4 Reduction of Shares Sold. The Prospective Selling Stockholder shall attempt to obtain the inclusion in the proposed Sale of the entire number of Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Stockholder by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer). In the event the Prospective Selling Stockholder shall be unable to obtain the inclusion of such entire number of Shares in the proposed Sale, the number of Shares to be sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows:

(a) there shall be first allocated to each Tag Along Seller a number of Shares equal to the lesser of (i) the number of Shares offered (or proposed, in the case of the Prospective Selling Stockholder) to be included by such Tag Along Seller in the proposed Sale pursuant to this Section 4.1, and (ii) a number of Shares equal to such Tag Along Seller’s Pro Rata Portion; and

(b) the balance, if any, not allocated pursuant to clause (a) above shall be allocated to the Prospective Selling Stockholder, or in such other manner as the Prospective Selling Stockholder may otherwise agree (it being understood that no Tag Along Seller will be obligated to sell more Shares than it offered to sell in the proposed Sale).

4.1.5 Additional Compliance. If, prior to consummation, the terms of the proposed Sale shall change with the result that the per share price to be paid in such proposed Sale shall be greater than the per share price set forth in the Tag Along Notice or the other principal terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be delivered, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1; provided,

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however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 shall be three Business Days and two Business Days, respectively. In addition, if the Prospective Selling Stockholders have not completed the proposed Sale by the end of the 180th day after the date of delivery of (a) if the proposed Transfer is also the subject of a currently effective Sale Notice under Section 4.4 of the Investor Stockholders Agreement, such Sale Notice, and (b) otherwise, the Tag Along Notice, each Participating Seller shall be released from such holder’s obligations under such holder’s Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be delivered, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1, unless the failure to complete such proposed Sale resulted from any failure by any Participating Seller to comply with the terms of this Section 4.1.

4.2. Drag Along. Each Management Stockholder hereby agrees, if requested by the Requisite Stockholder Majority, to Sell the same percentage (the “Drag Along Sale Percentage”) of the total number of each class of such Shares that is proposed to be sold by the Prospective Selling Stockholders to a Prospective Buyer in a Change of Control (in one transaction or a series of related transactions), in the manner and on the terms set forth in this Section 4.2; provided, however, that this Section 4.2 shall not apply to a Change of Control if (x) such Prospective Buyer is a member of an Investor Group or an Affiliate of any such member and (y) such Change of Control has not been approved by vote or written consent of the Principal Investor Majority. For purposes of this Section 4.2, the Class A Common Stock will be treated as a single class and, subject to Section 4.3.4, all Options, Warrants and Convertible Securities will be treated as the same class of Shares for which they may be exercised. All Shares and Management Shares to be sold to the Prospective Buyer shall be included in determining whether or not a proposed transaction constitutes a Change of Control.

4.2.1 Exercise. The Prospective Selling Stockholders shall deliver a written notice (the “Drag Along Notice”) to each Management Stockholder at least five Business Days prior to the consummation of the Change of Control transaction. The Drag Along Notice shall set forth the principal terms and conditions of the proposed Sale, including (a) the number and class of Shares to be acquired from the Prospective Selling Stockholders, (b) the Drag Along Sale Percentage for each class, (c) the per share consideration to be received in the proposed Sale for each class, (d) the name and address of the Prospective Buyer and (e) if known, the proposed Transfer date. If the Prospective Selling Stockholders consummate the proposed Sale to which reference is made in the Drag Along Notice, each Management Stockholder (each, a “Participating Seller,” and, together with the Prospective Selling Stockholders, collectively, the “Drag Along Sellers”) shall: (i) be bound and obligated to Sell the Drag Along Sale Percentage of such holder’s Shares of each class in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities) as the Prospective Selling Stockholders shall Sell each Share in the Sale (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities and subject to Section 4.3.1 under all circumstances); and (ii) except as provided in Section 4.3.1, shall receive the same form and amount of consideration per

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Share to be received by the Prospective Selling Stockholders for the corresponding class of Shares (on an as converted basis, in the case of Convertible Securities). Except as provided in Section 4.3.1, if any holders of Shares of any class are given an option as to the form and amount of consideration to be received, all holders of Shares of such class will be given the same option. Unless otherwise agreed by each Drag Along Seller, any non-cash consideration shall be allocated among the Drag Along Sellers pro rata based upon the aggregate amount of consideration to be received by such Drag Along Sellers. If at the end of the 180th day after the date of delivery of the Drag Along Notice the Prospective Selling Stockholders have not completed the proposed Sale, the Drag Along Notice shall be null and void, each Participating Seller shall be released from such holder’s obligation under the Drag Along Notice and it shall be necessary for a separate Drag Along Notice to be delivered and the terms and provisions of this Section 4.2 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.2.

4.3. Miscellaneous. The following provisions shall be applied to any proposed Sale to which Sections 4.1 or 4.2 applies:

4.3.1 Certain Legal Requirements. In the event the consideration to be paid in exchange for Shares in a proposed Sale pursuant to Section 4.1 or Section 4.2 includes any securities, and the receipt thereof by a Participating Seller would require under applicable law (a) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Sale by the Prospective Selling Stockholder(s) or (b) the provision to any Tag Along Seller or Drag Along Seller of any specified information regarding such securities or the issuer thereof that is not otherwise required to be provided for the Sale by the Prospective Selling Stockholder(s), then such Participating Seller shall not have the right to Sell Shares in such proposed Sale. In such event, the Prospective Selling Stockholder(s) shall have the obligation to cause to be paid to such Participating Seller in lieu thereof, against surrender of the Shares (in accordance with Section 4.3.6 hereof) which would have otherwise been Sold by such Participating Seller to the Prospective Buyer in the proposed Sale, an amount in cash equal to the Fair Market Value of such Shares as of the date such securities would have been issued in exchange for such Shares.

4.3.2 Further Assurances. Each Participating Seller shall take or cause to be taken all such actions as may be necessary or reasonably desirable in order expeditiously to consummate each Sale pursuant to Section 4.1 or Section 4.2 and any related transactions, including executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments; furnishing information and copies of documents; filing applications, reports, returns, filings and other documents or instruments with governmental authorities; and otherwise cooperating with the Prospective Selling Stockholder(s) and the Prospective Buyer; provided, however, that Participating Sellers shall be obligated to become liable in respect of any representations, warranties, covenants, indemnities or otherwise to the Prospective Buyer solely to the extent provided in the immediately following sentence. Without limiting the generality of the foregoing, each Participating Seller agrees to execute and deliver such agreements

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as may be reasonably specified by the Prospective Selling Stockholder(s) to which such Prospective Selling Stockholder(s) will also be party, including agreements to (a) (i) make individual representations, warranties, covenants and other agreements as to the unencumbered title to its Shares and the power, authority and legal right to Transfer such Shares, the absence of any Adverse Claim with respect to such Shares and the non-contravention of other agreements and (ii) be liable as to such representations, warranties, covenants and other agreements, in each case to the same extent (but with respect to its own Shares) as the Prospective Selling Stockholder(s), and (b) in the case of a Sale pursuant to Section 4.1 or 4.2, be liable (whether by purchase price adjustment, indemnity payments or otherwise) in respect of representations, warranties, covenants and agreements in respect of the Company and its subsidiaries; provided, however, that the aggregate amount of liability described in this clause (b) in connection with any Sale of Shares shall not exceed the lesser of (i) such Participating Seller’s pro rata portion of any such liability, to be determined in accordance with such Participating Seller’s portion of the aggregate proceeds to all Participating Sellers and Prospective Selling Stockholder(s) in connection with such Sale or (ii) the proceeds to such Participating Seller in connection with such Sale.

4.3.3 Sale Process. The Requisite Stockholder Majority, in the case of a proposed Sale pursuant to Section 4.2, or the Prospective Selling Stockholder, in the case of a proposed Sale pursuant to Section 4.1 shall, in their sole discretion, decide whether or not to pursue, consummate, postpone or abandon any proposed Sale and the terms and conditions thereof. No member of the Requisite Stockholder Majority nor any Affiliate of any such holder shall have any liability to any other Stockholder or the Company arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any proposed Sale except to the extent such holder shall have failed to comply with the provisions of this Section 4 and such failure shall have had a materially adverse effect on such Management Stockholder’s ability to exercise its rights pursuant to Section 4.1 or 4.2, as applicable.

4.3.4 Treatment of Options, Warrants and Convertible Securities. If any Participating Seller shall Sell Options, Warrants or Convertible Securities in any Sale pursuant to Section 4, such Participating Seller shall receive in exchange for such Options, Warrants or Convertible Securities consideration in the amount (if greater than zero) equal to the purchase price received by the Prospective Selling Stockholder(s) in such Sale for the number of shares of each class of Stock that would be issued upon exercise, conversion or exchange of such Options, Warrants or Convertible Securities less the exercise price, if any, of such Options, Warrants or Convertible Securities (to the extent exercisable, convertible or exchangeable at the time of such Sale), subject to reduction for any tax or other amounts required to be withheld under applicable law.

4.3.5 Expenses. Any costs and expenses incurred by any holder of Management Shares in connection with any proposed Sale pursuant to this Section 4 (whether or not consummated) shall be borne by such holder.

4.3.6 Closure. The closing of a Sale to which Section 4.1 or 4.2 applies shall take place (i) on the proposed Transfer date, if any, specified in the Tag Along Notice or

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Drag Along Notice, as applicable (provided that consummation of any Transfer may be extended beyond such date to the extent necessary to obtain any applicable governmental approval or other required approval or to satisfy other conditions), (ii) if no proposed Transfer date was required to be specified in the Drag Along Notice, at such time as the Prospective Selling Stockholders shall specify by notice to each Participating Seller and (iii) at such place as the Prospective Selling Stockholder(s) shall specify by notice to each Participating Seller in the case of a Sale to which Section 4.2 applies. At the closing of such Sale, each Participating Seller shall deliver the certificates evidencing the Shares to be Sold by such Participating Seller, duly endorsed, or with stock (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any liens or encumbrances, with any stock (or equivalent) transfer tax stamps affixed, against delivery of the applicable consideration.

4.3.7 Termination of Rights. All rights described in this Section 4 shall terminate immediately upon the earlier of (i) the closing of the Initial Public Offering; provided that the gross proceeds to the Company from the Initial Public Offering equal or exceed $200 million or (ii) a Change of Control.

5. CALL OPTIONS. Except as the Company (or Midco, as applicable) may otherwise agree with any Manager with respect to his Shares, upon any termination of the employment by the Company and its subsidiaries of any holder of Management Shares, the Company (or Midco, as applicable) or the Investors shall have the right to purchase all or any portion of the Management Shares which are not Options held by such holder or originally issued to such holder but held by one or more Permitted Transferees (collectively, the “Stockholder Call Group”) on the following terms (the “Call Option”):

5.1. Termination.

(a) Termination due to Death or Disability or by Company other than for Cause or by the Holder. If such termination is the result of (i) the death or disability of such holder, (ii) termination of such holder’s employment by the Company and its subsidiaries other than for Cause or (iii) termination of such holder’s employment by such holder then, in any such event, the Company (or Midco, as applicable) may purchase all or any portion of the Management Shares which are not Options held by such holder (or Permitted Transferee, if applicable) at a per Share price equal to the Fair Market Value of such Shares.

(b) Termination by Company for Cause. If such termination is the result of termination of such holder’s employment by the Company for Cause then the Company may purchase (i) all or any portion of the Management Shares which are not Options (or issued upon exercise of an Option) held by such holder (or Permitted Transferee, if applicable) (collectively, the “Purchased Management Shares”) at a per Share price equal to the Fair Market Value of such Shares and (ii) all or any portion of the Management Shares which were issued upon exercise of an Option held by such holder (or Permitted Transferee, if applicable) (collectively, the “Option Shares”) at a per Share price equal to the lesser of the cost or the Fair Market Value of such Shares.

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5.1.2 Notices; Investors’ Rights, Etc.

(a) Any Call Option may be exercised by the Company (or Midco, as applicable) by delivery of written notice thereof (the “Call Notice”) to all members of the applicable Stockholder Call Group not later than the later of (i) the 80^th day after the last day on which any Options held by such Manager are exercisable (a “Call Option Exercise Period”) and (ii) the 60^th day after the termination of such Manager’s employment by the Company or any of its subsidiaries. The Call Notice shall state that the Company (or Midco, as applicable) has elected to exercise the Call Option, and the number and price of the Shares with respect to which the Call Option is being exercised.

(b) If the Company (or Midco, as applicable) does not deliver a Call Notice in accordance with the terms of Section 5.1.2(a), the Investors shall have the right to exercise the Call Option by delivering a Call Notice to all members of the applicable Stockholder Call Group not later than the later of (i) the 90^th day after the last day on which any Options held by such Manager are exercisable (a “Call Option Exercise Period”) and (ii) the 70^th day after the termination of such Manager’s employment by the Company or any of its subsidiaries, in either case, by following the procedure, and complying with the terms and conditions, set forth in the remainder of this Section 5 as if they were the Company (or Midco, as applicable). The Investors will share the Call Option pro rata, in accordance with their respective holdings of Shares, or as they may otherwise agree.

5.2. Cash Payments. The Company (or Midco, as applicable) or the Investors shall provide consideration to the holders of Management Shares to be purchased pursuant to a Call Option equal to the purchase price set forth in Section 5.1 at the closing of any such purchase. Such consideration shall be (a) in cash or (b) solely to the extent any such cash payment would constitute, result in or give rise to any breach or violation of, or any default or right or cause of action under, any agreement for borrowed money (with an aggregate principal amount in excess of $25 million) to which the Company or any of its subsidiaries are, from time to time, a party, a promissory note.

5.3. Closing.

(a) The closing of any purchase of Management Shares pursuant to this Section 5.3 shall take place as soon as reasonably practicable and in no event later than 30 days after termination of the applicable Call Option Exercise Period at the principal office of the Company, or at such other time and location as the parties to such purchase may mutually determine.

(b) At the closing of any purchase of Management Shares following the exercise of any Call Option, the holders of Shares to be sold shall deliver to the Company a certificate or certificates representing the Shares to be purchased by the Company (or Midco, as applicable) or the purchasing Investors duly endorsed, or with stock (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock (or

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equivalent) transfer tax stamps affixed, and the Company (or Midco, as applicable) or the purchasing Investors shall pay to such holder by certified or bank check or wire transfer of immediately available federal funds or such other consideration, as may be applicable, the purchase price of the Shares being purchased. The delivery of a certificate or certificates for Shares by any Person selling Shares pursuant to any Call Option shall be deemed a representation and warranty by such Person that: (i) such Person has full right, title and interest in and to such Shares; (ii) such Person has all necessary power and authority and has taken all necessary action to sell such Shares as contemplated; (iii) such Shares are free and clear of any and all liens or encumbrances and (iv) there is no Adverse Claim with respect to such Shares.

5.4. Acknowledgment. Each holder of Management Shares acknowledges and agrees that neither the Company, any Investor nor any Person directly or indirectly affiliated with the Company or any Investor (in each case whether as a partner, director, officer, manager, employee, agent or otherwise) shall have any duty or obligation to affirmatively disclose to him, and he shall not have any right to be advised of, any material information regarding the Company or otherwise at any time prior to, upon, or in connection with any termination of his employment by the Company and its subsidiaries upon the exercise of any Call Option or any purchase of the Shares in accordance with the terms hereof.

5.5. Period. The foregoing provisions of this Section 5 shall expire upon the closing of the Initial Public Offering.

6. RIGHT OF PARTICIPATION. The Company shall not, and shall not permit any direct or indirect subsidiary of the Company (the Company and each such subsidiary, an “Issuer”) to, issue or sell any shares of any of its capital stock or any securities convertible into or exchangeable for any shares of its capital stock, issue or grant any options or warrants for the purchase of, or enter into any agreements providing for the issuance (contingent or otherwise) of, any of its capital stock or any stock or securities convertible into or exchangeable for any shares of its capital stock, in each case, to any Person (each an “Issuance” of “Subject Securities”), except in compliance with the provisions of this Section. 6.

6.1. Right of Participation.

6.1.1 Offer. Not fewer than ten Business Days prior to the consummation of an Issuance, a notice (the “Participation Notice”) shall be delivered by the Issuer to each of the Management Stockholders (the “Participation Offerees”). The Participation Notice shall include:

(a) the principal terms and conditions of the proposed Issuance, including (i) the amount, kind and terms of the Subject Securities proposed to be included in the Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities (if applicable), (iii) the percentage of the total Purchase Price Value of Shares outstanding as of immediately prior to giving effect to such Issuance which the Purchase Price Value of Management Shares held by such Participation Offeree constitutes (the “Participation Portion”), (iv) the maximum and minimum price (including if applicable, the maximum and minimum Price Per Equivalent Share) per

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unit of the Subject Securities, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof, (v) the proposed manner of disposition, (vi) the name and address of the Person to whom the Subject Securities will be issued (the “Prospective Subscriber”) and (vii) if known, the proposed Issuance date; and

(b) an offer by the Issuer to issue, at the option of each Participation Offeree, to such Participation Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Participation Offeree (not to exceed the Participation Portion of the total amount of Subject Securities to be included in the Issuance), on the same terms and conditions, with respect to each unit of Subject Securities issued to the Participation Offerees, as each of the Prospective Subscribers shall be issued units of Subject Securities.

6.1.2 Exercise.

(a) General. Each Participation Offeree desiring to accept the offer contained in the Participation Notice shall accept such offer by delivering a written notice of such acceptance to the Issuer within eight Business Days after the date of delivery of the Participation Notice specifying the amount of Subject Securities (not in any event to exceed the Participation Portion of the total amount of Subject Securities to be included in the Issuance) which such Participation Offeree desires to be issued (each a “Participating Buyer”). Each Participation Offeree who does not accept such offer in compliance with the above requirements, including the applicable time periods, shall be deemed to have waived all of such holder’s rights to participate in such Issuance, and the Issuer shall thereafter be free to issue Subject Securities in such Issuance to the Prospective Subscriber and any Participating Buyers, at a price no less than the minimum price set forth in the Participation Notice and on other principal terms not substantially more favorable to the Prospective Subscriber than those set forth in the Participation Notice, without any further obligation to such non-accepting Participation Offerees pursuant to Section 6. If, prior to consummation, the terms of such proposed Issuance shall change with the result that the price shall be less than the minimum price set forth in the Participation Notice or the other principal terms shall be substantially more favorable to the Prospective Subscriber than those set forth in the Participation Notice, it shall be necessary for a separate Participation Notice to be delivered, and the terms and provisions of this Section 6.1 separately complied with, in order to consummate such Issuance pursuant to this Section 6.1; provided, however, that in such case of a separate Participation Notice, the applicable period to which reference is made in Section 6.1.1 and in the first sentence of Section 6.1.2(a) shall be three Business Days and two Business Days, respectively.

(b) Irrevocable Acceptance. The acceptance of each Participating Buyer shall be irrevocable except as hereinafter provided, and each such Participating Buyer shall be bound and obligated to acquire in the Issuance on the same terms and conditions, with respect to each unit of Subject Securities issued, as the Prospective Subscriber, such amount of Subject Securities as such Participating Buyer shall have specified in such Participating Buyer’s written commitment.

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(c) Time Limitation. If at the end of the 180th day after the date-of the effectiveness of the Participation Notice the Issuer has not completed the Issuance, each Participating Buyer shall be released from such holder’s obligations under the written commitment, the Participation Notice shall be null and void, and it shall be necessary for a separate Participation Notice to be delivered, and the terms and provisions of this Section 6.1 separately complied with, in order to consummate such Issuance pursuant to this Section 6.1; provided, however, that in such case of a separate Participation Notice on substantially the same terms and conditions, the applicable period to which reference is made in Section 5.1.1 and in the first sentence of Section 5.1.2(a) shall be three Business Days and two Business Days, respectively.

6.1.3 Other Securities. The Issuer may condition the participation of the Participation Offerees in an Issuance upon the purchase by such Participation Offerees of any securities (including debt securities) other than Subject Securities (“Other Securities”) in the event that the participation of the Prospective Subscriber in such Issuance is so conditioned. In such case, each Participating Buyer shall acquire in the Issuance, together with the Subject Securities to be acquired by it, Other Securities in the same proportion to the Subject Securities to be acquired by it as the proportion of Other Securities to Subject Securities being acquired by the Prospective Subscriber in the Issuance, on the same terms and conditions, as to each unit of Subject Securities and Other Securities issued to the Participating Buyers, as the Prospective Subscriber shall be issued units of Subject Securities and Other Securities.

6.1.4 Certain Legal Requirements. In the event that the participation in the Issuance by a Participation Offeree as a Participating Buyer would require under applicable law (i) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Issuance or (ii) the provision to any participant in the Sale of any specified information regarding the Company or any of its subsidiaries or the securities that is not otherwise required to be provided for the Issuance, such Participation Offeree shall not have the right to participate in the Issuance. Without limiting the generality of the foregoing, it is understood and agreed that neither the Company nor the Issuer shall be under any obligation to effect a registration of such securities under the Securities Act or similar state statutes.

6.1.5 Further Assurances. Each Participating Buyer shall take or cause to be taken all such reasonable actions as may be necessary or reasonably desirable in order to expeditiously consummate each Issuance pursuant to this Section 6.1 and any related transactions, including executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments; filing applications, reports, returns, filings and other documents or instruments with governmental authorities; and otherwise cooperating with the Issuer and the Prospective Subscriber. Without limiting the generality of the foregoing, each such Participating Buyer agrees to execute and deliver such subscription and other agreements specified by the Issuer to which the Prospective Subscriber will be party.

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6.1.6 Expenses. All costs and expenses incurred by the Issuer in connection with any proposed Issuance of Subject Securities (whether or not consummated), including all attorney’s fees and charges, all accounting fees and charges and all finders, brokerage or investment banking fees, charges or commissions, shall be paid by the Company or the Issuer. Any costs and expenses incurred by any Management Stockholder in connection with such proposed Issuance of Subject Securities (whether or not consummated) shall be borne by such holder.

6.1.7 Closing. The closing of an Issuance pursuant to Section 6.1 shall take place (i) on the proposed date of Issuance, if any, set forth in the Participation Notice (provided that consummation of any Transfer may be extended beyond such date to the extent necessary to obtain any applicable governmental approval or other required approval or to satisfy other conditions), (ii) if no proposed Transfer date was required to be specified in the Participation Notice, at such time as the Issuer shall specify by notice to each Participating Buyer, provided that such closing with respect to a Participating Buyer shall not (without the consent of such Participating Buyer) be prior to the date that is ten Business Days after the Company issues the applicable Participation Notice and (iii) at such place as the Issuer shall specify by notice to each Participating Buyer. At the closing of any Issuance under this Section 6.1.7, each Participating Buyer shall be delivered the notes, certificates or other instruments evidencing the Subject Securities (and, if applicable, Other Securities) to be issued to such Participating Buyer, registered in the name of such Participating Buyer or such holder’s designated nominee, free and clear of any liens or encumbrances, with any transfer tax stamps affixed, against delivery by such Participating Buyer of the applicable consideration.

6.2. Post-Issuance Notice. Notwithstanding the requirements of Section 6.1, the Issuer may proceed with any Issuance prior to having complied with the provisions of Section 6.1; provided that the Issuer shall:

(a) provide to each Management Stockholder who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance and (ii) the Participation Notice described in Section 6.1.1 in which the actual price per unit of Subject Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth;

(b) offer to issue to such Management Stockholder such number of securities of the type issued in the Issuance as may be requested by such Management Stockholder (not to exceed the Participation Portion that such Management Stockholder would have been entitled to pursuant to Section 6.1 multiplied by the sum of (a) the number of Subject Securities included in the Issuance and (b) the aggregate number of shares issued pursuant to this Section 6.2 with respect to such Issuance) on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance received; and

(c) keep such offer open for a period of ten Business Days, during which period, each such Management Stockholder may accept such offer by sending a written acceptance to the Issuer committing to purchase an amount of such securities

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(not in any event to exceed the Participation Portion that such holder would have been entitled to pursuant to Section 6.1 multiplied by the sum of (a) the number of Subject Securities included in such Issuance and (b) the aggregate number of shares issued pursuant to this Section 6.2 with respect to such Issuance).

6.3. Excluded Transactions. The provisions of this Section 6 shall not apply to Issuances by the Company or any subsidiary of the Company as follows:

(a) Any Issuance of Stock upon the exercise or conversion of any Stock, Options, Warrants or Convertible Securities outstanding on the date hereof or Issued after the date hereof in compliance with the provisions of this Section 6;

(b) Any Issuance of shares of Stock, Options, Warrants or Convertible Securities, in each case to the extent approved by the Requisite Stockholder Majority, to officers, employees, directors or consultants of the Company or its subsidiaries in connection with such Person’s employment or consulting arrangements with the Company or its subsidiaries;

(c) Any Issuance of shares of Stock, Options, Warrants or Convertible Securities, in each case to the extent approved by the Requisite Stockholder Majority, (i) in any business combination or acquisition transaction involving the Company or any of its subsidiaries or (ii) in connection with any joint venture or strategic partnership;

(d) Any Issuance of Stock pursuant to an Initial Public Offering;

(e) Any Issuance of shares of Stock in connection with any stock split, stock dividend or recapitalization approved by the Requisite Stockholder Majority;

(f) Any Issuance of shares of Stock in exchange for debt securities;

(g) Any issuance by a subsidiary to the Company or a wholly-owned subsidiary of the Company; or

(h) Any Issuance, which together with all other Issuances during the preceding 12 month period with respect to which this Section 6 has not applied pursuant to this Section 6.3(h), that have an aggregate Fair Market Value of less than $50 million; provided, however that the exclusion in this clause (h) shall not apply to any Issuances to any Investor or any Affiliated Fund of any Investor.

6.4. Certain Provisions Applicable to Options, Warrants and Convertible Securities. In the event that the Issuance of Subject Securities shall result in any increase in the number of shares of Stock assumable upon exercise, conversion or exchange of any Options, Warrants or Convertible Securities, the number of shares (or Equivalent Shares, if applicable) of Subject Securities (and Other Securities, if applicable) which the holders of such Options, Warrants or Convertible Securities, as the case may be, shall be entitled to purchase pursuant to Section 6.1, if any, shall be reduced, share for share, by the amount of any such increase.

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6.5. Acquired Shares. Any Subject Securities constituting Stock acquired by any Stockholder pursuant to this Section 6 shall be deemed for all purposes hereof to be, Shares hereunder.

6.6. Period. Each of the foregoing provisions of this Section 6 shall expire on the earlier of (a) a Change of Control or (b) the closing of the Initial Public Offering.

7. AMENDMENT OF CHARTER DOCUMENTS

7.1. Generally. The Investors hereby agree and covenant that they will not, without the consent of a majority of the outstanding shares of Class A-4 Common Stock held by Management Stockholders, propose or adopt (whether by vote or written consent) any amendment, alteration, modification, waiver or repeal of any provision of the certificate of incorporation or bylaws of the Company that would modify, change or alter the rights of holders of Class A-1, A-2 or A-3 Common Stock or the terms of shares of Class A-1, A-2 or A-3 Common Stock in any manner that provides any economic or financial benefit from the Company to the holders of Class A-1, A-2 or A-3 Common Stock if such benefit is not also provided to the holders of Class A-4 Common Stock or to the terms of shares of Class A-4 Common Stock, as the case may be.

8. REMEDIES.

8.1. Generally. The parties shall have all remedies available at law, in equity or otherwise in the event of any breach or violation of this Agreement or any default hereunder. The parties acknowledge and agree that in the event of any breach of this Agreement, in addition to any other remedies which may be available, each of the parties hereto shall be entitled to specific performance of the obligations of the other parties hereto and, in addition, to such other equitable remedies (including preliminary or temporary relief) as may be appropriate in the circumstances (without necessity of posting any bond or other security or proving special damages).

8.2. Deposit. Without limiting the generality of Section 8.1, if any Manager or member of a Stockholder Call Group fails to deliver in accordance with the terms and provisions of Section 4 or 5 to the purchaser thereof the certificate or certificates evidencing Shares to be Sold pursuant to Section 4 or 5, such purchaser may, at its option, in addition to all other remedies it may have, deposit the purchase price for such Shares with any national bank or trust company having combined capital, surplus and undivided profits in excess of One Hundred Million Dollars ($100,000,000) (the “Escrow Agent”), and the Company or Midco, as the case may be, shall cancel on its books the certificate or certificates representing such Shares and thereupon all of such holder’s rights in and to such Shares shall terminate. Thereafter, upon delivery to such purchaser by such holder of the certificate or certificates evidencing such Shares (duly endorsed, or with stock powers duly endorsed, for transfer, with signature guaranteed, free and clear of any liens or encumbrances, and with any transfer tax stamps affixed), such purchaser shall instruct the Escrow Agent to deliver the purchase price (without any interest from the date of the closing to the date of such delivery, any such interest to accrue to such purchaser) to such holder.

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9. LEGENDS.

9.1. Restrictive Legend. Each certificate representing Shares shall have the following legend endorsed conspicuously thereupon:

“THE VOTING OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE, AND THE SALE, ENCUMBRANCE OR OTHER DISPOSITION THEREOF, ARE SUBJECT TO THE PROVISIONS OF A STOCKHOLDERS AGREEMENT TO WHICH THE ISSUER AND CERTAIN OF ITS STOCKHOLDERS ARE PARTY, A COPY OF WHICH MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE ISSUER OR OBTAINED FROM THE ISSUER WITHOUT CHARGE.”

Any Person who acquires Shares which are not subject to all or part of the terms of this Agreement shall have the right to have such legend (or the applicable portion thereof) removed from certificates representing such Shares.

9.2. 1933 Act Legends. Each certificate representing Shares shall have the following legend endorsed conspicuously thereupon:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT COVERING THE TRANSFER OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE ISSUER, THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.”

9.3. Stop Transfer Instruction. The Company or Midco will instruct any transfer agent not to register the Transfer of any Shares until the conditions specified in the foregoing legends and this Agreement are satisfied.

9.4. Termination of 1933 Act Legend. The requirement imposed by Section 9.2 hereof shall cease and terminate as to any particular Shares (a) when, in the opinion of counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company and Midco with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement shall cease and terminate as to any Shares or (y) such Shares shall be transferable under paragraph (k) of Rule 144, the holder thereof shall be entitled to receive from the Company or Midco, as the case may be, without expense, new certificates not bearing the legend set forth in Section 9.2 hereof.

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10. AMENDMENT, TERMINATION, ETC.

10.1. Oral Modifications. This Agreement may not be orally amended, modified, extended or terminated, nor shall any oral waiver of any of its terms be effective.

10.2. Written Modifications. This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived (each, an “Amendment”), only by an agreement in writing signed by the Company, Midco and the Requisite Stockholder Majority; provided, however, that the consent of a majority in interest of the Management Stockholders shall be required for any Amendment that discriminates against or adversely affects the Management Stockholders as such under this Agreement; and the consent of any party shall be required for any Amendment that discriminates against such party.

10.3. Each such Amendment shall be binding upon each party hereto and each Management Stockholder subject hereto. In addition, each party hereto and each Management Stockholder subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 10.2, any Amendment to the definitions used in such Section shall also require the specified consent.

10.4. Effect of Termination. No termination under this Agreement shall relieve any Person of liability for breach prior to termination.

11. DEFINITIONS. For purposes of this Agreement:

11.1. Certain Matters of Construction. In addition to the definitions referred to or set forth below in this Section 11:

(i) The words “hereof’, “herein”, “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular Section or provision of this Agreement, and reference to a particular Section of this Agreement shall include all subsections thereof;

(ii) The word “including” shall mean including, without limitation;

(iii) Definitions shall be equally applicable to both nouns and verbs and the singular and plural forms of the terms defined; and

(iv) The masculine, feminine and neuter genders shall each include the other.

11.2. Definitions. The following terms shall have the following meanings:

“2004 Management Stock Option Plan” shall mean the Company’s and Midco’s 2004 Amended and Restated Management Stock Option Plan, as it may be amended or otherwise modified.

“Acquisition” shall have the meaning set forth in the Recitals.

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“Acquisition Agreement” shall have the meaning set forth in the Recitals.

“Adverse Claim” shall have the meaning set forth in Section 8-102 of the applicable Uniform Commercial Code.

“Affiliate” shall mean, with respect to any specified Person, (a) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise); provided, however, that neither the Company nor any of its subsidiaries shall be deemed an Affiliate of any of the Stockholders (and vice versa) and (b) if such specified Person is a natural Person, any Family Member of such natural Person.

“Affiliated Fund” shall mean, with respect to any specified Person, an investment fund that is an Affiliate of such Person (including entities investing solely on behalf of the Investor or such fund) or an entity that is directly or indirectly wholly-owned by such Investor or one or more of such funds (other than a portfolio company of any such fund).

“Agreement” shall have the meaning set forth in the Preamble.

“Amendment” shall have the meaning set forth in Section 10.2.

“Bain Investors” shall mean, as of any date, Bain Capital Holdings (Loews) I, L.P., Bain Capital AIV (Loews) II, L.P., and their respective Permitted Transferees, in each case only if such Person then holds any Shares.

“Board” shall mean the board of directors of the Company.

“Business Day” shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York.

“Carlyle Investors” shall mean, as of any date, TC Group III, L.P., Carlyle Partners III Loews, L.P., and CP III Coinvestment, L.P. and their respective Permitted Transferees, in each case only if such Person then holds Shares.

“Cause” shall have the meaning set forth in such Manager’s employment agreement, if any, or (i) such Manager’s willful failure to substantially perform his material duties (other than any such failure resulting from such Manager’s death or disability) which is not remedied within 30 days after receipt of written notice specifying such failure, (ii) such Manager’s willful failure to carry out, or comply with, in any material respect, any lawful and reasonable directive of the Board, the Chief Executive Officer or his designee that is consistent with such Manager’s position, which is not remedied within 30 days after receipt of written notice specifying such failure, (iii) such Manager’s commission at any time of any act or omission that (a) constitutes or (b) results in a conviction, plea of no contest or imposition of unadjudicated probation for, any felony or any other crime involving moral turpitude or (iv) such Manager’s commission at any

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time of any act of fraud, embezzlement, material misappropriation, material breach of fiduciary duty against the Company (or any successor thereof).

“CEO Director” shall have the meaning set forth in Section 2.1.

“Change of Control” shall mean the occurrence of (a) any consolidation or merger of the Company with or into any other corporation or other Person, or any other corporate reorganization or transaction (including the acquisition of capital stock of the Company), whether or not the Company is a party thereto, in which the stockholders of the Company immediately prior to such consolidation, merger, reorganization or transaction and their Affiliated Funds, own capital stock either (i) representing directly, or indirectly through one or more entities, less than fifty percent (50%) of the economic interests in or voting power of the Company or other surviving entity immediately after such consolidation, merger, reorganization or transaction or (ii) that does not directly, or indirectly through one or more entities, have the power to elect a majority of the entire board of directors of the Company or other surviving entity immediately after such consolidation, merger, reorganization or transaction, (b) any transaction or series of related transactions, whether or not the Company is a party thereto, after giving effect to which in excess of fifty percent (50%) of the Company’s voting power is owned directly, or indirectly through one or more entities, by any Person and its “affiliates” or “associates” (as such terms are defined in the rules adopted by the Commission under the Exchange Act), other than the Investors and their respective Affiliated Funds, excluding, in any case referred to in clause (a) or (b) any Initial Public Offering or any bona fide primary or secondary public offering following the occurrence of an Initial Public Offering; or (c) a sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis (including securities of the Company’s directly or indirectly owned subsidiaries).

“Class A Stock” shall mean the Class A Common Stock, par value $.001 per share, of the Company, which is comprised of Class A-1 Common Stock, Class A-2 Common Stock, Class A-3 Common Stock and Class A-4 Common Stock.

“Class L Stock” shall mean the Class L Common Stock, par value $.001 per share, of the Company.

“Commission” shall mean the Securities and Exchange Commission.

“Common Stock” shall mean the common stock of the Company, including the Class A Stock and the Class L Stock.

“Company” shall have the meaning set forth in the Preamble.

“Company Shares” shall mean Shares in respect of capital stock of the Company.

“Convertible Securities” shall mean any evidence of indebtedness, shares of stock (other than Stock) or other securities (other than Options and Warrants) which are directly or indirectly convertible into or exchangeable or exercisable for shares of Stock.

“Drag Along Notice” shall have the meaning set forth in Section 4.2.1.

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“Drag Along Sale Percentage” shall have the meaning set forth in Section 4.2.

“Drag Along Sellers” shall have the meaning set forth in Section 4.2.1.

“Equivalent Shares” shall mean, at any date of determination, (a) as to any outstanding shares of Stock, such number of shares of Stock and (b) as to any outstanding Options, Warrants or Convertible Securities which constitute Shares, the maximum number of shares of Stock for which or into which such Options, Warrants or Convertible Securities may at the time be exercised, converted or exchanged (or which will become exercisable, convertible or exchangeable on or prior to, or by reason of, the transaction or circumstance in connection with which the number of Equivalent Shares is to be determined).

“Escrow Agent” shall have the meaning set forth in Section 8.2.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as in effect from time to time.

“Excepted Transfer” shall mean any Transfer, or series of related Transfers, of less than ten percent, in the aggregate, of the outstanding Common Stock or less than ten percent of the outstanding Preferred Stock, as applicable.

“Fair Market Value” shall mean, as of any date, as to any Share, the Board’s reasonable, good faith determination of the fair value of such Share as of the applicable reference date, taking into account and giving due consideration to such factors as the Board determines are appropriate, including without limitation: (i) amounts paid for Shares in any contemporaneous arms-length transactions, (ii) valuations of companies comparable to the Company and its subsidiaries and (iii) the financial performance and expected financial performance of the Company and it subsidiaries.

“Family Member” shall mean, with respect to any natural Person, (i) any lineal descendant or ancestor or sibling (by birth or adoption) of such natural Person, (ii) any spouse or former spouse of any of the foregoing, (iii) any legal representative or estate of any of the foregoing, (iv) any trust maintained for the benefit of the foregoing and (v) any corporation, private charitable foundation or other organization controlled by the foregoing.

“Holdco” shall have the meaning set forth in the Preamble.

“Holdings” shall have the meaning set forth in the Preamble.

“Initial Public Offering” shall mean the initial Public Offering registered on Form S-1 (or any successor form under the Securities Act).

“Initiating Investor” shall have the meaning set forth in the Registration Rights Agreement.

“Investor” shall have the meaning set forth in the Preamble.

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“Investor Group” shall mean any one of (a) the Bain Investors, collectively, (b) the Carlyle Investors, collectively, and (c) the Spectrum Investors, collectively. Where this Agreement provides for the vote, consent or approval of any Investor Group, such vote, consent or approval shall be determined by the Majority Bain Investors, the Majority Carlyle Investors or the Majority Spectrum Investors, as the case may be, except as otherwise specifically set forth herein; provided, however, that any such Investor Group shall cease to be a Investor Group at such time after the July 30, 2004, and at all times thereafter, as such Investor Group ceases to hold Shares representing a Total Combined Investment (as defined in the Company’s certificate of incorporation) of at least the Minimum Total Combined Investment (as defined in the Company’s certificate of incorporation); provided that no adjustment pursuant to the Company’s certificate of incorporation to the “Minimum Total Combined Investment” or the “Minimum Director Share Amount” shall cause any former Investor Group to again become an Investor Group.

“Issuance” shall have the meaning set forth in Section 6.

“Issuer” shall have the meaning set forth in Section 6.

“Investor Stockholders Agreement” shall mean the Stockholders Agreement, dated July 30, 2004 among the Investors and certain stockholders of LCE Holdings, Inc. and LCE Intermediate Holdings, Inc.

“Investor Tag-Along Sellers” shall mean any and all Stockholders who exercise their rights as “tag-along sellers” pursuant to the Investor Stockholders Agreement.

“Loews” shall have the meaning set forth in the Recitals.

“Majority Bain Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Bain Investors.

“Majority Carlyle Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Carlyle Investors.

“Majority in Interest” shall mean, (a) with respect to a set of Shares of a single class, a majority of such Shares and (b) with respect to a set of Shares of more than one class, a majority in aggregate Purchase Price Value of such Shares.

“Majority Spectrum Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Spectrum Investors.

“Management Shares” shall mean all Purchased Shares and Vested Incentive Shares held by a Manager.

“Management Stockholders” shall have the meaning set forth in the Preamble.

“Management Stockholders Agreement” shall have the meaning set forth in the Recitals.

“Managers” shall have the meaning set forth in the Preamble.

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“Midco” shall have the meaning set forth in the Preamble.

“Option Shares” shall have the meaning set forth in Section 5.1(b).

“Options” shall mean any options to subscribe for, purchase or otherwise directly acquire Stock, other than any such option held by the Company or Midco or any right to purchase shares pursuant to this Agreement.

“Other Securities” shall have the meaning set forth in Section 6.1.3.

“Participation Buyer” shall have the meaning set forth in Section 6.1.2.

“Participation Notice” shall have the meaning set forth in Section 6.1.1.

“Participation Offerees” shall have the meaning set forth in Section 6.1.1.

“Participation Portion” shall have the meaning set forth in Section 6.1.1(a).

“Participation Subscriber” shall have the meaning set forth in Section 6.1.1(a).

“Permitted Transferee” shall mean, in respect of any Manager, immediate family members, estate planning vehicles or by will or by the laws of descent.

“Person” shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

“Preferred Stock” shall mean the 10% Cumulative Preferred Stock, par value $.001 per share, of Midco.

“Price Per Equivalent Share” shall mean the Board’s reasonable, good faith determination of the price per Equivalent Share of any Convertible Securities or Options which are the subject of an Issuance pursuant to Section 6 hereof, taking into account and giving due consideration to such factors as the Board determines are appropriate, including without limitation: (i) amounts paid for Shares in any contemporaneous arms-length transactions, (ii) valuations of companies comparable to the Company and its subsidiaries, and (iii) the financial performance and expected financial performance of the Company and it subsidiaries.

“Principal Investor Majority” shall mean, with respect to a transaction between the Company or one of its subsidiaries on the one hand and an Investor or one of its Affiliates on the other (a “Related Affiliate”), (i) a majority of Investor Groups that are not and whose Affiliates are not a Related Affiliate, or (ii) if there is no unaffiliated Investor Group, a majority vote of all Class A-1 Common Stock, Class A-2 Common Stock and Class A-3 Common Stock (voting as a single class) held by all Investors.

“Pro Rata Portion” shall mean a number of Shares equal to the aggregate number of Shares that the Prospective Buyer is willing to purchase in the proposed Sale, multiplied by a fraction, the numerator of which is the aggregate number of Shares of the applicable class held

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by such Tag Along Seller and the denominator of which is equal to the sum of (i) the aggregate number of Shares of the applicable class held by all Tag Along Sellers and (ii) the aggregate number of Shares of the applicable class held by all Investor Tag-Along Sellers.

“Prospective Buyer” shall mean any Person, including the Company or any of its subsidiaries, proposing to purchase or otherwise acquire shares from a Prospective Selling Stockholder.

“Prospective Selling Stockholder” shall mean:

(i) for purposes of Section 4.1, any Stockholder that proposes to Transfer any Shares to any Prospective Buyer; and

(ii) for purposes of Section 4.2, any Stockholder forming part of the acting Requisite Stockholder Majority that has elected to exercise the drag along right provided by such Section; and

“Public Offering” shall mean a public offering and sale of Common Stock for cash pursuant to an effective registration statement under the Securities Act.

“Purchase Price Value” shall mean: (a) $1.00, in the case of a share of Class A Stock, (b) $81.00, in the case of a share of Class L Stock and (c) $100.00, in the case of a share of Preferred Stock, in each case appropriately adjusted for any stock split, stock dividend, combination, recapitalization or the like involving such class.

“Purchased Shares” shall mean all outstanding shares of Stock held by a Manager that are not Vested Incentive Shares.

“Related Affiliate” shall have the meaning set forth in the definition of Principal Investor Majority.

“Related Holder” shall have the meaning set forth in Section 3.3.

“Requisite Stockholder Majority” shall mean at any time the approval of (a) each of at least two Investor Groups if there is more than one Investor Group, (b) a single Investor Group if there is only one Investor Group and (c) otherwise, Investors holding a majority of the outstanding Class A Stock constituting Shares then held by Investors party to this Agreement.

“Rule 144” shall mean Rule 144 under the Securities Act (or any successor Rule).

“Sale” shall mean a Transfer for value and the terms “Sell” and “Sold” shall have correlative meanings.

“Securities Act” shall mean the Securities Act of 1933, as in effect from time to time.

“Shares” shall mean (a) all shares of Stock held by a Stockholder, whenever issued, including all shares of Stock issued upon the exercise, conversion or exchange of any Options, Warrants or Convertible Securities and (b) all Options, Warrants and Convertible Securities held

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by a Stockholder (treating such Options, Warrants and Convertible Securities as a number of Shares equal to the number of Equivalent Shares represented by such Options, Warrants and Convertible Securities for all purposes of this Agreement except as otherwise specifically set forth herein).

“Specified Holder” shall have the meaning set forth in Section 3.3.

“Spectrum Investors” shall mean, as of any date, Spectrum Equity Investors IV, L.P. Spectrum Equity Investors Parallel IV, L.P. and Spectrum IV Investment Managers’ Fund, L.P. and their respective Permitted Transferees, in each case only if such Person then holds any Shares.

“Stock” shall mean the Common Stock and the Preferred Stock.

“Stockholders” shall mean the Managers, the Investors and any other party to the Investor Stockholders Agreement.

“Strategic Investor” shall mean, with respect to any proposed Transfer, any (a) Person that is determined by the Requisite Stockholder Majority to be a competitor of the Company or any of its subsidiaries in any material respect or a potential strategic investor in the Company or any of its subsidiaries and (b) any Affiliate of any such Person specified in clause (a). For purposes hereof, without limiting the foregoing, any Person with, or whose Affiliate has, substantial operations in the film exhibition industry shall be presumed to be a Strategic Investor unless the Requisite Stockholder Majority otherwise determine.

“Subject Securities” shall have the meaning set forth in Section 6.

“Tag Along Deadline” shall have the meaning set forth in Section 4.1.2.

“Tag Along Holder” shall have the meaning set forth in Section 4.1.

“Tag Along Notice” shall have the meaning set forth in Section 4.1.

“Tag Along Offer” shall have the meaning set forth in Section 4.1.2.

“Tag Along Sale Percentage” shall have the meaning set forth in Section 4.1(a).

“Tag Along Sellers” shall have the meaning set forth in Section 4.1.2

“Transfer” shall mean any sale, pledge, assignment, encumbrance or other transfer or disposition of any Shares to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise.

“Vested Incentive Shares” shall mean, with respect to a Manager at any time, (i) vested and exercisable Options (treating such Options as a number of Shares equal to the maximum number of shares of Stock for which such Options may at the time be exercised), (ii) Option Shares and (iii) such other Shares issued to such Manager and designated as Incentive Shares by the Requisite Stockholder Majority, in each case held by such Manager.

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“Warrants” shall mean any warrants to subscribe for, purchase or otherwise directly acquire Stock.

12. MISCELLANEOUS.

12.1. Authority: Effect. Each party hereto represents and warrants to and agrees with each other party that the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such party and do not violate any agreement or other instrument applicable to such party or by which its assets are bound. This Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the parties hereto, or to constitute any of such parties members of a joint venture or other association. The Company and Midco shall be jointly and severally liable for all obligations of each such party pursuant to this Agreement.

12.2. Notices. All notices, requests, demands, claims and other communications required or permitted to be delivered, given or otherwise provided under this Agreement must be in writing and must be delivered, given or otherwise provided:

(a) by hand (in which case, it will be effective upon delivery);

(b) by facsimile (in which case, it will be effective upon receipt of confirmation of good transmission); or

(c) by overnight delivery by a nationally recognized courier service (in which case, it will be effective on the Business Day after being deposited with such courier service);

in each case, to the address (or facsimile number) listed below:

If to the Company, Midco, Holdco and Loews, to it:

c/o Loews Cineplex Entertainment Corporation

711 Fifth Avenue

New York, NY 10022

Facsimile: (646) 521-6267

Attention: Corporate General Counsel

with copies to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Facsimile: (617) 951-7050

Attention: R. Newcomb Stillwell

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If to a Bain Investor, to it:

c/o Bain Capital, LLC

111 Huntington Avenue

Boston, Massachusetts 02199

Facsimile: (617) 516-2010

Attention: John Connaughton

         Phil Loughlin

with copies to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Facsimile: (617) 951-7050

Attention: R. Newcomb Stillwell

If to a Carlyle Investor, to it:

c/o The Carlyle Group

520 Madison Avenue, 42^nd Floor

New York, New York 10022

Facsimile: (212) 381-4901

Attention: Michael Connelly

         Eliot P. S. Merrill

with copies to:

Latham & Watkins LLP

885 Third Avenue

New York, New York 10022

Facsimile: (212) 751-4864

Attention: R. Ronald Hopkinson

If to a Spectrum Investor, to it:

c/o Spectrum Equity Investors

333 Middlefield Road Suite 200

Menlo Park, CA 94025

Facsimile: (415) 464-4601

Attention: Brion Applegate

         Benjamin Coughlin

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with copies to:

Latham & Watkins LLP

505 Montgomery Street, Suite 1900

San Francisco, California 94111

Facsimile: (415) 395-8095

Attention: Scott R. Haber

         Tad J. Freese

If to a Management Stockholder, to him or her at the address listed on his or her signature page hereto.

with copies to:

Dewey Ballantine LLP

1301 Avenue of the Americas

New York, NY 10019

Facsimile: (212) 259-6333

Attention: Paul J. Wessel

         Bryan Luchs

Notice to the holder of record of any shares of capital stock shall be deemed to be notice to the holder of such shares for all purposes hereof.

12.3. Binding Effect, Etc. Except for the 2004 Management Stock Option Plan and each Management Stockholder’s Option Agreement, this Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no holder party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void. Each Investor shall require that any of its Permitted Transferees (as defined in the Investor Stockholders Agreement) expressly assume and agree in writing to be bound by this Agreement and to perform such Investor’s obligations under this Agreement in the same manner and to the same extent that such Investor would have been required to perform such obligations had no succession or assignment taken place.

12.4. Descriptive Heading. The descriptive headings of this Agreement are for convenience of reference only, are not to be considered a part hereof and shall not be construed to define or limit any of the terms or provisions hereof.

12.5. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one instrument.

12.6. Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and

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possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

12.7. No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, the Company and each Management Stockholder covenant, agree and acknowledge that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member of any Investor or of any Affiliate or assignee thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Investor or any current or future member of any Investor or any current or future director, officer, employee, partner or member of any Investor or of any Affiliate or assignee thereof, as such, for any obligation of any Stockholder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

12.8. Obligations of Company, Midco, Holdco and Acquisition. Each of the Company, Midco, Holdco and Loews shall be jointly and severally liable for any payment obligation of any of the Company, Midco, Holdco and Loews pursuant to this Agreement.

13. GOVERNING LAW.

13.1. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of New York without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

13.2. Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of New York, County of New York for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in

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contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this agreement, the court in which such litigation is being heard shall be deemed to be included in clause (a) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 12.2 hereof is reasonably calculated to give actual notice.

13.3. WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 13.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 13.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

13.4. Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

[Signature pages follow]

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Management Stockholders Agreement

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

LCE CORPORATIONS:	LCE HOLDINGS, INC. LCE INTERMEDIATE HOLDINGS, INC. LCE HOLDCO LLC LOEWS CINEPLEX ENTERTAINMENT CORPORATION
	By:
		Name:
		Title:

Stockholders Agreement

Management Stockholders Agreement

THE INVESTORS:	BAIN CAPITAL HOLDINGS (LOEWS) I, L.P.
	By:	Bain Capital Partners VII, L.P., its general partner
	By:	Bain Capital Investors, LLC, its general partner
	BAIN CAPITAL AIV (LOEWS) II, L.P.
	By:	Bain Capital Partners VIII, L.P., its general partner
	By:	Bain Capital Investors, LLC, its general partner
	By:
		John Connaughton
		Managing Director

Stockholders Agreement

Management Stockholders Agreement

TC GROUP INVESTMENT HOLDINGS, L.L.C.
By:	TCG Holdings, L.L.C.

Name:

Title:

CARLYLE PARTNERS III LOEWS, L.P.
By:	TC Group III, L.P., its general partner
By:	TC Group III, L.L.C., its general partner
By:	TC Group, L.L.C., its managing member
By:	TCG Holdings, L.L.C., its managing member

Name:

Title:

CP III COINVESTMENT, L.P.
By:	TC Group III, L.P., it general partner
By:	TC Group III, L.L.C., its general partner
By:	TC Group, L.L.C., its managing member
By:	TCG Holdings, L.L.C., its managing member

Name:

Title:

Stockholders Agreement

Management Stockholders Agreement

SPECTRUM EQUITY INVESTORS IV, L.P.
By:	Spectrum Equity Associates IV, L.P., its general partner

Name:	Brion B. Applegate
Title:	General Partner

SPECTRUM EQUITY INVESTORS PARALLEL IV, L.P.
By:	Spectrum Equity Associates IV, L.P., its general partner

Name:	Brion B. Applegate
Title:	General Partner

SPECTRUM IV INVESTMENT MANAGERS’ FUNS, L.P.
Name:	Brion B. Applegate
Title:	General Partner

Stockholders Agreement

THE MANAGEMENT STOCKHOLDERS:
	Name:
	Address:

Stockholders Agreement

EX-10.1

Exhibit 10.1

EXECUTION COPY

CREDIT AGREEMENT

Dated as of July 30, 2004

among

LOEWS CINEPLEX

ENTERTAINMENT CORPORATION

(and upon their joinder as parties hereto in accordance with the terms hereof)

GRUPO CINEMEX, S.A. DE C.V.

and

CADENA MEXICANA DE EXHIBICIÓN, S.A. DE C.V.,

as Borrowers,

LCE HOLDCO LLC

CITICORP NORTH AMERICA, INC.

as Administrative Agent, Dollar Swing Line Lender and L/C Issuer

BANCO NACIONAL DE MEXICO, S.A., INTEGRANTE DEL

GRUPO FINANCIERO BANAMEX

as Mexican Administrative Agent

THE OTHER LENDERS PARTY HERETO

CREDIT SUISSE FIRST BOSTON

CITIGROUP GLOBAL MARKETS INC.

as Joint Lead Arrangers and Joint Bookrunners

CREDIT SUISSE FIRST BOSTON

as Syndication Agent

and

BANK OF AMERICA, N.A.

DEUTSCHE BANK SECURITIES INC.

LEHMAN COMMERCIAL PAPER INC.

as Co-Documentation Agents

TABLE OF CONTENTS

		PAGE
ARTICLE 1 DEFINITIONS AND ACCOUNTING TERMS
Section 1.01.	Defined Terms	2
Section 1.02.	Other Interpretive Provisions	51
Section 1.03.	Accounting Terms	51
Section 1.04.	Rounding	52
Section 1.05.	References to Agreements And Laws	52
Section 1.06.	Times of Day	52
Section 1.07.	Timing of Payment of Performance	52
Section 1.08.	Currency Equivalents Generally	52
Section 1.09.	Change Of Currency	52
Section 1.10.	Directors; Board of Directors	53
Section 1.11.	Specified Transactions	53
Section 1.12.	Cumulative Growth Amount Transactions	53
Section 1.13.	Borrowers	53
ARTICLE 2 THE COMMITMENTS AND CREDIT EXTENSIONS
Section 2.01.	The Loans	54
Section 2.02.	Borrowings, Conversions and Continuations of Loans	54
Section 2.03.	Letters of Credit	57
Section 2.04.	Swing Line Loans	64
Section 2.05.	Prepayments	68
Section 2.06.	Termination or Reduction of Commitments	72
Section 2.07.	Repayment of Loans	72
Section 2.08.	Interest	74
Section 2.09.	Fees	74
Section 2.10.	Computation of Interest and Fees	75
Section 2.11.	Evidence of Indebtedness	76
Section 2.12.	Payments Generally	76
Section 2.13.	Sharing of Payments	79
Section 2.14.	Incremental Credit Extensions	79
Section 2.15.	Currency Equivalents	82
Section 2.16.	Provisions Relating to Peso Revolving Credit Loans	82
ARTICLE 3 TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY
Section 3.01.	Taxes	84
Section 3.02.	Illegality	86
Section 3.03.	Inability to Determine Rates	87

i

Section 3.04.	Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans or TIIE Rate Loans	87
Section 3.05.	Funding Losses	88
Section 3.06.	Matters Applicable to All Requests for Compensation	89
Section 3.07.	Replacement of Lenders under Certain Circumstances	90
Section 3.08.	Survival	91
ARTICLE 4 CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
Section 4.01.	Conditions of Initial Credit Extension	91
Section 4.02.	Conditions to All Credit Extensions	95
Section 4.03.	Conditions to Delayed Draw Term Loans	96
Section 4.04.	Conditions of Initial Credit Extension to Mexican Borrowers	96
ARTICLE 5 REPRESENTATIONS AND WARRANTIES
Section 5.01.	Existence, Qualification and Power; Compliance with Laws	96
Section 5.02.	Authorization; No Contravention	96
Section 5.03.	Governmental Authorization; Other Consents	97
Section 5.04.	Binding Effect	97
Section 5.05.	Financial Statements; No Material Adverse Effect	97
Section 5.06.	Litigation	98
Section 5.07.	No Default	98
Section 5.08.	Ownership of Property; Liens	98
Section 5.09.	Environmental Compliance	98
Section 5.10.	Taxes	99
Section 5.11.	ERISA Compliance	100
Section 5.12.	Subsidiaries; Equity Interests	100
Section 5.13.	Margin Regulations; Investment Company Act; Public Utility Holding Company Act	101
Section 5.14.	Disclosure	101
Section 5.15.	Intellectual Property; Licenses, Etc.	101
Section 5.16.	Solvency	101
Section 5.17.	Labor Matters	102
Section 5.18.	Perfection, Etc.	102
ARTICLE 6 AFFIRMATIVE COVENANTS
Section 6.01.	Financial Statements	102
Section 6.02.	Certificates; Other Information	103
Section 6.03.	Notices	105
Section 6.04.	Payment of Obligations	106
Section 6.05.	Preservation of Existence, Etc.	106
Section 6.06.	Maintenance of Properties	106

ii

Section 6.07.	Maintenance of Insurance	106
Section 6.08.	Compliance with Laws	107
Section 6.09.	Books and Records	107
Section 6.10.	Inspection Rights	107
Section 6.11.	Use of Proceeds	107
Section 6.12.	Covenant to Guarantee Obligations and Give Security	108
Section 6.13.	Compliance with Environmental Laws	111
Section 6.14.	Further Assurances	111
Section 6.15.	Interest Rate Hedging	112
Section 6.16.	Designation of Subsidiaries	112
Section 6.17.	Maintenance of Ratings	112
ARTICLE 7 NEGATIVE COVENANTS
Section 7.01.	Liens	113
Section 7.02.	Investments	116
Section 7.03.	Indebtedness	118
Section 7.04.	Fundamental Changes	122
Section 7.05.	Dispositions	123
Section 7.06.	Restricted Payments	124
Section 7.07.	Change in Nature of Business	127
Section 7.08.	Transactions with Affiliates	127
Section 7.09.	Burdensome Agreements	128
Section 7.10.	Use of Proceeds	128
Section 7.11.	Financial Covenants	129
Section 7.12.	Amendments of Organization Documents	129
Section 7.13.	Accounting Changes	129
Section 7.14.	Prepayments, Etc. of Indebtedness	129
Section 7.15.	Amendment of Transaction Documents	130
Section 7.16.	Equity Interests of the Company	130
Section 7.17.	Holding Company	130
Section 7.18.	Designated Senior Debt	130
Section 7.19.	Capital Expenditures	130
ARTICLE 8 EVENTS OF DEFAULT AND REMEDIES
Section 8.01.	Events of Default	131
Section 8.02.	Remedies Upon Event of Default	133
Section 8.03.	Exclusion of Immaterial Subsidiaries	134
Section 8.04.	Application of Funds	134
ARTICLE 9 ADMINISTRATIVE AGENT AND OTHER AGENTS
Section 9.01.	Appointment and Authorization of Agents	135

iii

Section 9.02.	Delegation of Duties	136
Section 9.03.	Liability of Agents	137
Section 9.04.	Reliance by Agents	137
Section 9.05.	Notice of Default	138
Section 9.06.	Credit Decision; Disclosure of Information by Agents	138
Section 9.07.	Indemnification of Agents	138
Section 9.08.	Agents in their Individual Capacities	139
Section 9.09.	Successor Agents	139
Section 9.10.	Administrative Agent May File Proofs of Claim	140
Section 9.11.	Collateral and Guaranty Matters	141
Section 9.12.	Other Agents; Arrangers and Managers	141
Section 9.13.	Appointment of Supplemental Administrative Agents	142
ARTICLE 10 MISCELLANEOUS
Section 10.01.	Amendments, Etc.	143
Section 10.02.	Notices and Other Communications; Facsimile Copies	145
Section 10.03.	No Waiver; Cumulative Remedies	146
Section 10.04.	Attorney Costs, Expenses and Taxes	147
Section 10.05.	Indemnification by the Company	147
Section 10.06.	Payments Set Aside	148
Section 10.07.	Successors and Assigns	148
Section 10.08.	Confidentiality	152
Section 10.09.	Setoff	153
Section 10.10.	Interest Rate Limitation	154
Section 10.11.	Counterparts	154
Section 10.12.	Integration	154
Section 10.13.	Survival of Representations and Warranties	154
Section 10.14.	Severability	155
Section 10.15.	Tax Forms	155
Section 10.16.	Governing Law	157
Section 10.17.	Waiver of Right to Trial by Jury	157
Section 10.18.	Binding Effect	158
Section 10.19.	Judgment Currency	158
Section 10.20.	Lender Action	158
Section 10.21.	USA PATRIOT Act	158
Section 10.22.	Routine Electronic Communications	159

iv

SIGNATURES S-1

SCHEDULES
I	Guarantors
1.01A	Unrestricted Subsidiaries
1.01B	Mandatory Cost Formula
1.01C	Existing Letters of Credit
1.01D	Mortgaged Leased Real Properties
1.01E	Mortgaged Owned Real Properties
1.01F	Specified Deferred Revenue Contract
1.01G	Specified Leases
2.01	Commitments
4.01	Local Counsel
5.03	Certain Consents
5.06	Litigation
5.08(b)	Owned and Leased Real Property
5.09	Environmental Matters
5.10	Taxes
5.12	Subsidiaries and Other Equity Investments
6.12	Subsidiaries to be Liquidated
7.01(b)	Existing Liens
7.02(f)	Existing Investments
7.03(b)	Existing Indebtedness
7.05(l)	Dispositions
7.08	Transactions with Affiliates
7.09	Existing Restrictions
10.02	Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS

Form of

A	Committed Loan Notice
B-1	Dollar Swing Line Loan Notice
B-2	Peso Swing Line Loan Notice
C-1	Term Note
C-2A	Dollar Revolving Credit Note
C-2B	Peso Revolving Credit Note
D	Compliance Certificate
E	Assignment and Assumption
F-1	Holdings Guaranty
F-2	Subsidiary Guaranty
F-3	Company Guaranty
G	Security Agreement
H-1	Real Property Mortgage
H-2	Leasehold Mortgage
I-1	Mexican Pledge Agreement
I-2	Luxembourg Pledge Agreement
J	Perfection Certificate

v

CREDIT AGREEMENT

This CREDIT AGREEMENT (“Agreement”) is entered into as of July 30, 2004, among LCE ACQUISITION CORPORATION, a Delaware corporation (to be merged with and into Loews (as defined herein), the “Company”), upon its joinder as a party hereto in accordance with the terms hereof, GRUPO CINEMEX, S.A. DE C.V., a corporation organized under the laws of Mexico, upon its joinder as a party hereto in accordance with the terms hereof, CADENA MEXICANA DE EXHIBICIÓN, S.A. DE C.V., a corporation organized under the laws of Mexico, LCE HOLDCO LLC, a Delaware limited liability company (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), CITIGROUP GLOBAL MARKETS INC. and CREDIT SUISSE FIRST BOSTON, as Joint Lead Arrangers and Joint Bookrunners, CREDIT SUISSE FIRST BOSTON, as Syndication Agent, BANK OF AMERICA, N.A., DEUTSCHE BANK SECURITIES INC. and LEHMAN COMMERCIAL PAPER INC., as Co-Documentation Agents, CITICORP NORTH AMERICA, INC., as Administrative Agent, Dollar Swing Line Lender and L/C Issuer and BANCO NACIONAL DE MEXICO, S.A., INTEGRANTE DEL GRUPO FINANCIERO BANAMEX, as Mexican Administrative Agent.

PRELIMINARY STATEMENTS

Pursuant to the Purchase Agreements (as this and other capitalized terms used in these Preliminary Statements are defined in Section 1.01 below), (a) Loews agreed to purchase, directly or indirectly, from the Sellers all the issued and outstanding shares of capital stock of Grupo Cinemex and (b) Parent agreed to purchase, directly or indirectly, from the Sellers all the issued and outstanding shares of capital stock of Loews.

The Company was organized by Parent and Holdings to acquire the Loews Business and is a wholly owned direct Subsidiary of Holdings.

The Company has requested that (a) simultaneously with the consummation of the Acquisition, the Term Lenders make Closing Date Term Loans to the Company in an aggregate Dollar Amount of up to $630,000,000 to pay, among other things, the cash consideration for the Acquisition and to pay fees and expenses incurred in connection with the Transactions, (b) on any date prior to the Delayed Draw Termination Date, the Term Lenders make Delayed Draw Term Loans to the Company in an aggregate Dollar Amount of up to $50,000,000 to refinance the Mexican Credit Agreement and to pay fees and expenses in connection therewith and (c) from time to time, the Revolving Credit Lenders lend to the Borrowers and the L/C Issuer issue Letters of Credit for the account of the Company and its Subsidiaries under a $100,000,000 multi-currency revolving credit facility.

The applicable Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to so issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE 1

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“Acquisition” means (i) the acquisition by Loews from the Sellers of all the issued and outstanding shares of capital stock of Grupo Cinemex; (ii) the acquisition by Parent from the Sellers of all the issued and outstanding shares of capital stock of Loews, in each case pursuant to, and in accordance with, the applicable Purchase Agreement; and (iii) the merger of LCE Acquisition Corporation with and into Loews immediately after the closing of the other transactions described in this definition.

“Additional Lender” has the meaning set forth in Section 2.14.

“Adjusted Annualized Pro Forma EBITDA” means, for any period, the sum, without duplication, of (a) Annualized Pro Forma EBITDA of the Borrower Parties for such period and (b) the Company’s equity percentage of the Annualized Pro Forma EBITDA of the Specified 50/50 JVs for such period.

“Adjusted Annualized Pro Forma EBITDAR” means, for any period, the sum, without duplication, of (a) the Annualized Pro Forma EBITDAR of the Borrower Parties for such period and (b) the Company’s equity percentage of the Annualized Pro Forma EBITDAR of the Specified 50/50 JVs for such period.

“Adjusted Annualized Pro Forma Lease Expense” means, for any period, the sum, without duplication, of (a) Annualized Pro Forma Lease Expense of the Borrower Parties for such period and (b) the Company’s equity percentage of the Annualized Pro Forma Lease Expense of the Specified 50/50 JVs for such period.

“Administrative Agent” means CNAI in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means, with respect to any amount denominated in Dollars, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Company and the Lenders. The term “Mexican Administrative Agent’s Office” shall have a correlative meaning with respect to any amount denominated in Pesos.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the

2

ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Agent-Related Persons” means the Administrative Agent, the Mexican Administrative Agent, the Syndication Agent, the Co-Documentation Agents and the Supplemental Administrative Agents (if any), together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“Agents” means, collectively, the Administrative Agent, the Mexican Administrative Agent, the Syndication Agent, the Co-Documentation Agents and the Supplemental Administrative Agents (if any).

“Aggregate Commitments” means the Commitments of all the Lenders.

“Aggregate Peso Exposure” means, at any time, the aggregate amount of the Peso Revolving Credit Lenders’ Peso Exposure at such time.

“Aggregate Peso Sublimit” means $25,000,000.

“Agreement” means this Credit Agreement.

“Annualized Pro Forma EBITDA” means, for any period, with respect to any Person and its Subsidiaries on a consolidated basis, the sum, without duplication, of (a) Consolidated EBITDA of such Person and its Subsidiaries for such period, plus (b) Pro Forma EBITDA for Annualized Theaters of such Person and its Subsidiaries for such period, minus (c) Actual Fiscal Quarter EBITDA for Annualized Theaters of such Person and its Subsidiaries for such period.

For purposes of this definition, (a) ”Pro Forma EBITDA for Annualized Theaters” means the sum of the Pro Forma EBITDA for each Annualized Theater, calculated on an Annualized Theater by Annualized Theater basis in accordance with the following formula:

Pro Forma EBITDA for each Annualized Theater equals Actual Fiscal Quarter EBITDA divided by the applicable Annualization Factor

where:

“Actual Fiscal Quarter EBITDA” means, with respect to any Annualized Theater, the sum of the amount of Consolidated EBITDA of the applicable Person and its Subsidiaries attributable to such Annualized Theater for each Included Quarter.

“Included Quarter” means each full fiscal quarter that the applicable Annualized Theater was in operation during the measurement period.

3

“Annualization Factor” means, with respect to any Annualized Theater, the sum of the applicable annualization factors set forth below (based upon the geographical location of such Annualized Theater) for Included Quarters:

	U.S.	Mexico	Korea	Spain
Fiscal quarter ending March 31	.208	.206	.248	.280
Fiscal quarter ending June 30	.252	.253	.246	.194
Fiscal quarter ending September 30	.262	.284	.317	.274
Fiscal quarter ending December 31	.278	.257	.189	.252	; and

(b) “Actual Fiscal Quarter EBITDA for Annualized Theaters” means the sum of the Actual Fiscal Quarter EBITDA for each Annualized Theater.

“Annualized Pro Forma EBITDAR” means, for any period, with respect to any Person and its Subsidiaries on a consolidated basis, the sum of (a) Annualized Pro Forma EBITDA of such Person and its Subsidiaries for such period and (b) Annualized Pro Forma Lease Expense of such Person and its Subsidiaries for such period.

“Annualized Pro Forma Lease Expense” means, for any period, with respect to any Person and its Subsidiaries on a consolidated basis, the sum, without duplication, of (a) Consolidated Lease Expense of such Person and its Subsidiaries for such period, plus (b) Pro Forma Lease Expense for Annualized Theaters of such Person and its Subsidiaries for such period, minus (c) Actual Fiscal Quarter Lease Expense for Annualized Theaters of such Person and its Subsidiaries for such period.

For purposes of this definition, (a) ”Pro Forma Lease Expense for Annualized Theaters” means the sum of the Pro Forma Lease Expense for each Annualized Theater, calculated on an Annualized Theater by Annualized Theater basis in accordance with the following formula:

Pro Forma Lease Expense for each Annualized Theater equals Actual Fiscal Quarter Lease Expense multiplied by the applicable Annualization Factor

where:

“Actual Fiscal Quarter Lease Expense” means, with respect to any Annualized Theater, the sum of the amount of Consolidated Lease Expense of the applicable Person and its Subsidiaries attributable to such Annualized Theater for each Included Quarter.

4

“Included Quarter” means each full fiscal quarter that the applicable Annualized Theater was in operation during the measurement period.

“Annualization Factor” means (i) with respect to each Annualized Theatre that has completed less than two full fiscal quarters of operations, four (4), (ii) with respect to each Annualized Theatre that has completed two full fiscal quarters of operations, but less than three full fiscal quarters of operations, two (2) and (iii) with respect to each Annualized Theater that has completed more than three full fiscal quarters of operations but less than four full fiscal quarters of operations, four-thirds (4/3); and

(b) “Actual Fiscal Quarter Lease Expense for Annualized Theaters” means the sum of the Actual Fiscal Quarter Lease Expense for each Annualized Theater.

“Annualized Theater” means, for any period, with respect to any Person and its Subsidiaries, any newly constructed theater identified to the Administrative Agent that has completed at least one full fiscal quarter of operations, but less than four full fiscal quarters of operations and that is owned by such Person or one of its Subsidiaries.

“Applicable Rate” means a percentage per annum equal to:

(a) with respect to Term Loans, (i) for Eurodollar Rate Loans, 2.25% and (ii) for Base Rate Loans, 1.25%; and

(b) with respect to (i) the Dollar Revolving Credit Loans, unused Revolving Credit Commitments and Letter of Credit fees, (x) until January 31, 2005, (A) for Eurodollar Rate Loans, 2.75%, (B) for Base Rate Loans, 1.75%, (C) for Letter of Credit fees, 2.75% and (D) for Revolving Credit Commitment Fees, 0.50% and (y) thereafter, the percentages per annum set forth under the applicable caption below, based upon the Consolidated Adjusted Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b) and (ii) with respect to the Peso Revolving Credit Loans or Peso Base Rate Loans, the percentages per annum set forth under the caption “TIIE/Peso Base Rate” below.

Applicable Rate

Pricing Level	Leverage Ratio	Eurodollar Rate and Letter of Credit Fees		Base Rate		Revolving Credit Commitment Fee Rate		TIIE/Peso Base Rate
1	<5.00:1	2.00	%	1.00	%	0.50	%	2.00	%
2	³5.00:1 but <5.50:1	2.25	%	1.25	%	0.50	%	2.25	%
3	³5.50:1 but <6.00:1	2.50	%	1.50	%	0.50	%	2.50	%
4	³6.00:1	2.75	%	1.75	%	0.50	%	2.75	%

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Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Adjusted Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided that at the option of the Administrative Agent or the Required Lenders, Pricing Level 4 shall apply (x) as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply) and (y) as of the first Business Day after an Event of Default shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply).

“Appropriate Lender” means, at any time, with respect to Loans of any Class, the Lenders of such Class.

“Approved Bank” has the meaning specified in clause (b) of the definition of “Cash Equivalents”.

“Approved Fund” means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

“Arrangers” means, collectively, Citigroup Global Markets Inc. and Credit Suisse First Boston.

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit E.

“Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external legal counsel.

“Audited Financial Statements” means the audited combined consolidated balance sheets of the Company as of each of December 31, 2003 and December 31, 2002, and the related audited combined consolidated statements of operations, stockholders’ equity and cash flows for the Company for the fiscal year ended December 31, 2003, the nine months ended December 31, 2002, the one month ended March 31, 2002 and the fiscal year ended February 28, 2002 (or for the three most recent SEC acceptable equivalent fiscal years).

“Auto-Renewal Letter of Credit” has the meaning specified in Section 2.03(b)(iii).

“Banamex” means Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex.

“Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by CNAI as its “base rate.” The “base rate” is a rate set by CNAI based upon various factors including CNAI’s costs and desired return, general economic

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conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by CNAI shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Borrower Parties” means the collective reference to the Company and its Restricted Subsidiaries, and “Borrower Party” means any one of them.

“Borrowers” means the Company and, at any time following their joinder as a party hereto in accordance with the terms hereof, the Mexican Borrowers.

“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing or a Term Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located or, with respect to any L/C Credit Extension, any L/C Issuer is domiciled, and if such day relates to any interest rate settings as to a Eurodollar Rate Loan, any fundings, disbursements, settlements and payments in respect of any Eurodollar Rate Loan, or any other dealings to be carried out pursuant to this Agreement in respect of any Eurodollar Rate Loan, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market.

“Cadena” means Cadena Mexicana de Exhibición, S.A. de C.V., a Mexican corporation and a wholly owned Subsidiary of Grupo Cinemex, including any successor Person thereto.

“CapEx Pull-Forward Amount” has the meaning specified in Section 7.19(b).

“Capital Expenditures” means, as of any date for the applicable period then ended, all capital expenditures of the Borrower Parties on a consolidated basis for such period, as determined in accordance with GAAP; provided that Capital Expenditures shall not include any such expenditures which constitute (a) a Permitted Acquisition, (b) capital expenditures relating to the construction or acquisition of any property which will be or has been transferred to a Person that is not a Borrower Party pursuant to a sale-leaseback transaction permitted under Section 7.05(f), (c) to the extent permitted by this Agreement, a reinvestment of the Net Cash Proceeds of any Disposition in accordance with Section 2.05(b)(ii), Casualty Event or Equity Issuance by any Borrower Party, (d) expenditures of proceeds of insurance settlements, condemnation awards and other settlements in respect of lost, destroyed, damaged or condemned assets, equipment or other property to the extent such expenditures are made to replace or repair such lost, destroyed, damaged or condemned assets, equipment or other property or otherwise to acquire, maintain, develop, construct, improve, upgrade or repair assets or properties useful in the business of the Company and the Restricted Subsidiaries within 12 months of receipt of such proceeds (or if the Company enters into a contract to so reinvest such proceeds within 12 months of receipt thereof, within six months of the date of such contract), (e) interest capitalized during such period, (f) expenditures that are accounted for as capital expenditures of such Person and that actually are paid for by a third party (excluding Holdings, the Company or any Restricted

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Subsidiary thereof) and for which neither Holdings, the Company nor any Restricted Subsidiary thereof has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such third party or any other person (whether before, during or after such period), (g) the book value of any asset owned by such person prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period; provided that (i) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period that such expenditure actually is made and (ii) such book value shall have been included in Capital Expenditures when such asset was originally acquired, (h) the purchase price of equipment purchased during such period to the extent the consideration therefor consists of any combination of (i) used or surplus equipment traded in at the time of such purchase and (ii) the proceeds of a concurrent sale of used or surplus equipment, in each case, in the ordinary course of business, or (i) the purchase price of equipment that is purchased substantially contemporaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person in accordance with GAAP (except for temporary treatment of construction-related expenditures under EITF 97-10 “The Effects of Lessee Involvement in Asset Construction” which will ultimately be treated as operating leases upon a sale-leaseback transaction), and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP; provided that the obligations under any Specified Lease shall not be considered to be Capitalized Lease Obligations for purposes of this Agreement.

“Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases; provided that no Specified Lease shall be considered to be a Capitalized Lease for purposes of this Agreement.

“Cash Collateral” has the meaning specified in Section 2.03(g).

“Cash Collateral Account” means a blocked deposit account at Citibank, N.A. (or a commercial bank affiliated with a successor agent selected in compliance with Section 9.09) in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner satisfactory to the Administrative Agent.

“Cash Collateralize” has the meaning specified in Section 2.03(g).

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“Cash Equivalents” means any of the following types of Investments, to the extent owned by the Company or any of its Restricted Subsidiaries free and clear of all Liens (other than Liens pursuant to any Loan Document):

(a) readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of (i) the United States, (ii) Mexico or (iii) any member nation of the European Union thereof having maturities of not more than twelve (12) months from the date of acquisition thereof; provided that the full faith and credit of the United States, Mexico or any member nation of the European Union is pledged in support thereof, as applicable;

(b) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, and (ii) has combined capital and surplus of at least $500,000,000 (any such bank being an “Approved Bank”), in each case with maturities of not more than twelve (12) months from the date of acquisition thereof;

(c) commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the parent company thereof) or any variable or fixed rate note issued by, or guaranteed by a domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s, in each case with maturities of not more than twelve (12) months from the date of acquisition thereof;

(d) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed or insured by (i) the United States, (ii) Mexico or (iii) any member nation of the European Union in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations;

(e) readily marketable direct obligations issued by any state of the United States or any political subdivision thereof having one of the two highest rating categories obtainable from either S&P or Moody’s with maturities of not more than twelve (12) months from the date of acquisition thereof;

(f) Investments, classified in accordance with GAAP as current assets of the Company or any of its Restricted Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions having capital of at least $500,000,000, and the portfolios of which are limited such that substantially all of such investments are of the character, quality and maturity described in clauses (a) through (e) of this definition; and

(g) instruments equivalent to those referred to in clauses (a) through (f) above denominated in Pesos, Euros or any other foreign currency comparable in credit quality and

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tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction.

“Cash Management Obligations” means obligations owed by Holdings, the Company or any of its Restricted Subsidiaries to any Lender or any Affiliate of a Lender in respect of any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds.

“Casualty Event” means any event that gives rise to the receipt by Holdings, the Company or any of its Restricted Subsidiaries of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980.

“CERCLIS” means the Comprehensive Environmental Response, Compensation, and Liability Information System maintained by the U.S. Environmental Protection Agency.

“Change of Control” means the earliest to occur of (a) the Permitted Holders ceasing to have the power, directly or indirectly, to vote or direct the voting of securities having a majority of the ordinary voting power for the election of directors of Holdings; provided that the occurrence of the foregoing event shall not be deemed a Change of Control if,

(i) any time prior to the consummation of a Qualifying IPO, and for any reason whatever, (A) the Permitted Holders otherwise have the right, directly or indirectly, to designate (and do so designate) a majority of the board of directors of Holdings or (B) the Permitted Holders own, directly or indirectly, of record and beneficially an amount of common stock or other common Equity Interests having ordinary voting power of Holdings equal to an amount more than forty percent (40%) of the amount of common stock or other common Equity Interests having ordinary voting power of Holdings owned, directly or indirectly, by the Permitted Holders of record and beneficially as of the Closing Date and such ownership by the Permitted Holders represents the largest single block of voting securities having ordinary voting power of Holdings held by any Person or related group for purposes of Section 13(d) of the Securities and Exchange Act of 1934, or

(ii) at any time after the consummation of a Qualifying IPO, and for any reason whatsoever, (A) no “person” or “group” (as such terms are used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person and its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), excluding the Permitted Holders, shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under such Act), directly or indirectly, of more than the greater of (x) thirty-five percent (35%) of the outstanding voting securities having ordinary voting power of

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Holdings and (y) the percentage of the then outstanding voting securities having ordinary voting power of Holdings owned, directly or indirectly, beneficially by the Permitted Holders, and (B) during any period of twelve (12) consecutive months, the board of directors of Holdings shall consist of a majority of the Continuing Directors; or

(b) any “Change of Control” (or any comparable term) as defined in any Junior Financing Documentation relating to any Junior Financing the aggregate outstanding principal amount of which is in excess of the Threshold Amount; or

(c) at any time prior to a Qualifying IPO of the Company, the Company ceasing to be a direct wholly owned Subsidiary of Holdings.

“Class” (a) when used with respect to Lenders, refers to whether such Lenders are Revolving Credit Lenders or Term Lenders, (b) when used with respect to Commitments, refers to whether such Commitments are Revolving Credit Commitments, Closing Date Term Commitments or Delayed Draw Term Commitments and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Revolving Credit Loans or Term Loans.

“Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 4.01.

“Closing Date Term Commitment” means, as to any Term Lender, its obligation to make a Closing Date Term Loan to the Company pursuant to Section 2.01(a)(i) in an aggregate Dollar Amount not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Closing Date Term Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The initial aggregate amount of the Closing Date Term Commitments is $630,000,000.

“Closing Date Term Loan” has the meaning specified in Section 2.01(a).

“CNAI” means Citicorp North America, Inc.

“Co-Documentation Agents” means Bank of America, N.A., Deutsche Bank AG Cayman Islands Branch and Lehman Commercial Paper Inc., as Co-Documentation Agents under this Agreement.

“Code” means the U.S. Internal Revenue Code of 1986.

“Collateral” means all of the “Collateral” referred to in the Collateral Documents and all of the other property and assets that are or are required under the terms hereof or of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties.

“Collateral Documents” means, collectively, the Security Documents, the Intellectual Property Security Agreement, the Mortgages, each of the mortgages, collateral assignments, Security Agreement Supplements, security agreements, pledge agreements or other similar

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agreements delivered to the Administrative Agent and the Lenders pursuant to Section 6.12, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

“Commitment” means a Term Commitment or a Revolving Credit Commitment, as the context may require.

“Committed Loan Notice” means a notice of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a continuation of Eurodollar Rate Loans or TIIE Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

“Company” has the meaning specified in the introductory paragraph to this Agreement and, on and after the Closing Date, shall refer to Loews as the surviving entity in the merger of LCE Acquisition Corporation and Loews on the Closing Date.

“Company Guaranty” means the Company Guaranty made by the Company in favor of the Administrative Agent on behalf of the Lenders, substantially in the form of Exhibit F-3.

“Compensation Period” has the meaning specified in Section 2.12(c)(ii).

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Consolidated Adjusted Debt” means, as of any date, the sum, without duplication, of (a) Consolidated Adjusted Funded Indebtedness as of such date and (b) the product obtained by multiplying (i) Adjusted Annualized Pro Forma Lease Expense for the period of four consecutive fiscal quarters ended as of such date (or, if such date is not the last day of a fiscal quarter, then as of the last day of the fiscal quarter most recently ended) by (ii) eight (8).

“Consolidated Adjusted Funded Indebtedness” means, as of any date, the sum of, without duplication, (a) the Consolidated Funded Indebtedness of the Borrower Parties (net of Unrestricted Cash and Cash Equivalents of the Company and its Restricted Subsidiaries that are Domestic Subsidiaries or that are organized under the laws of Mexico) as of such date and (b) the Company’s equity percentage of the Consolidated Funded Indebtedness of the Specified 50/50 JVs as of such date; provided that, in determining the amount of the Consolidated Funded Indebtedness of the Borrower Parties for purposes of this definition, the amount of Indebtedness of the Borrower Parties consisting of Revolving Credit Loans and any other Indebtedness that consists of a revolving line of credit as of any date shall be deemed to be the aggregate outstanding principal amount thereof on the last day of each fiscal quarter ending during the four fiscal quarters most recently ended on or prior to such date, divided by four (4) (with the amount of Indebtedness under any revolving line of credit as of June 30, 2004 deemed to be $0 for purposes of such calculation).

“Consolidated Adjusted Interest Charges” means, for any period, the sum of, without duplication, (a) Consolidated Interest Charges of the Borrower Parties for such period and (b) the Company’s equity percentage of the Consolidated Interest Charges of the Specified 50/50 JVs for such period.

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“Consolidated Adjusted Interest Coverage Ratio” means, for any period, the ratio of (a) Adjusted Annualized Pro Forma EBITDA for such period to (b) Consolidated Adjusted Interest Charges for such period; provided that for the purpose of calculating the Consolidated Adjusted Interest Coverage Ratio for any period ending prior to the expiration of four full fiscal quarters since the Closing Date, Consolidated Adjusted Interest Charges shall be determined for the period commencing on the Closing Date and ending on the last day of the relevant fiscal quarter, annualized on a simple arithmetic basis.

“Consolidated Adjusted Leverage Ratio” means, as of any date, the ratio of (a) Consolidated Adjusted Debt as of such date to (b) Adjusted Annualized Pro Forma EBITDAR for the period of four consecutive fiscal quarters ended as of such date (or, if such date is not the last day of a fiscal quarter, then as of the last day of the fiscal quarter most recently ended).

“Consolidated Assets” means, with respect to any Person and its Subsidiaries on a consolidated basis, all amounts which would be included under total assets on a consolidated balance sheet of such Person and its Subsidiaries prepared in accordance with GAAP.

“Consolidated Cash Taxes” means, as of any date for the applicable period ending on such date with respect to the Borrower Parties on a consolidated basis, the aggregate of all income, franchise and similar taxes, as determined in accordance with GAAP, to the extent the same are payable in cash with respect to such period (including to the extent applicable in respect of tax liabilities incurred in a prior period (including prior to the Closing Date)).

“Consolidated EBITDA” means, for any period, with respect to any Person and its Subsidiaries on a consolidated basis, the sum of (a) Consolidated Net Income, plus (b) an amount which, in the determination of Consolidated Net Income for such period, has been deducted for, without duplication,

(i) total interest expense,

(ii) income, franchise and similar taxes, and any tax distributions made pursuant to Section 7.06(h)(i) and (iii),

(iii) depreciation and amortization expense,

(iv) letter of credit fees,

(v) non-cash amortization of financing costs of such Person and its Subsidiaries,

(vi) cash expenses incurred in connection with any Investment permitted under Section 7.02, any Equity Issuance or Debt Issuance (in each case, whether or not consummated), or early extinguishment of Indebtedness,

(vii) to the extent actually reimbursed, expenses incurred to the extent covered by indemnification provisions in any agreement in connection with a Permitted Acquisition,

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(viii) to the extent covered by insurance under which the insurer has been properly notified and has not denied or contested coverage, expenses with respect to liability or casualty events or business interruption,

(ix) management, monitoring, consulting and advisory fees and related expenses and any other fees and expenses (or any accruals relating to such fees and related expenses) paid under Section 7.08(d) and (l),

(x) fees and expenses in connection with refinancings permitted by Section 7.14,

(xi) non-cash, non-recurring charges (other than the write down of current assets),

(xii) (A) non-recurring cash facilities relocation and consolidation costs and costs associated with the opening and permanent closing of facilities in an aggregate amount not to exceed $7,500,000 in any fiscal year (provided that, if such costs are less than $7,500,000 in any fiscal year, the amount thereof permitted to be added back to Consolidated Net Income in the immediately succeeding fiscal year shall be increased by the amount of such difference) and (B) other non-recurring fees, cash charges and other cash expenses (including restructuring charges and severance costs), whether incurred prior to or after the Closing Date,

(xiii) other non-cash expenses or charges of such Person and its Subsidiaries reducing Consolidated Net Income,

(xiv) with respect to any Event of Default under any covenant set forth in Section 7.11, the Net Cash Proceeds of any Permitted Equity Issuance to the Equity Investors or to other Persons making additional equity investments together with the Equity Investors after the Closing Date, in each case solely to the extent that such Net Cash Proceeds (A) are actually received by the Company (including through capital contribution of such Net Cash Proceeds by Holdings to the Company) no later than ten (10) days after the delivery of a Notice of Intent to Cure and (B) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period (any such Permitted Equity Issuance, a “Permitted Cure Issuance”); provided that in each period of four (4) fiscal quarters, there shall be at least two (2) fiscal quarters in which no such cure is made; provided further that if Consolidated EBITDA is increased as contemplated by the provisions of this clause (xiv), then no Restricted Payments may be made pursuant to Section 7.06(i), (j) or (l) until such time as the Company shall have been in compliance with all of the covenants set forth in Section 7.11 for two (2) consecutive fiscal quarters without the benefit of any increases to Consolidated EBITDA pursuant to the provisions of this clause (xiv), it being understood that this clause (xiv) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11,

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(xv) non-cash straight line rent operating lease adjustments reducing Consolidated Net Income, less any such adjustments increasing Consolidated Net Income, in each case as required under GAAP, minus

(c) an amount which, in the determination of Consolidated Net Income for such period, has been included for non-cash income during such period (other than with respect to cash actually received in prior periods but not recognized as income until the current period and other than with respect to the reversal of any accrual of, or reserve for, anticipated cash charges or asset valuation adjustments made in any prior period); minus

(d) all cash payments made during such period on account of non-cash charges added to Consolidated Net Income pursuant to clause (b)(xi) or (b)(xiii) above in such period or in a previous period;

(e) plus unrealized losses and minus unrealized gains in respect of Swap Contracts,

all as determined in accordance with GAAP; provided that, notwithstanding any other provision to the contrary contained in this Agreement, for purposes of any calculation made under the financial covenants set forth in Section 7.11 (including for purposes of the definition of “Pro Forma Basis”, but excluding for purposes of the definition of “Applicable Rate”), to the extent the receipt of any Net Cash Proceeds of any Permitted Cure Issuance are an effective addition to Consolidated EBITDA as contemplated by, and in accordance with, the provisions of clause (b)(xiv) above and, as a result thereof, any Event of Default of the covenants set forth in Section 7.11 shall have been cured for any applicable period, such cure shall be deemed to be effective as of the last day of such applicable period and such addition to Consolidated EBITDA shall apply to any period of four (4) consecutive fiscal quarters that includes the fiscal quarter in respect of which such addition was made.

“Consolidated Funded Indebtedness” means, with respect to any Person and its Subsidiaries on a consolidated basis, without duplication,

(a) all obligations of such Person for borrowed money,

(b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments,

(c) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business),

(d) all obligations of such Person issued or assumed as the deferred purchase price of property or services purchased by such Person (other than accrued expenses and trade debt incurred in the ordinary course of business) which would appear as liabilities on a balance sheet of such Person,

(e) all Consolidated Funded Indebtedness of others secured by (or for which the holder of such Consolidated Funded Indebtedness has an existing right, contingent or otherwise, to be

15

secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed,

(f) all Guarantees of such Person with respect to Consolidated Funded Indebtedness of another Person,

(g) the implied principal component of all Capital Lease Obligations of such Person,

(h) all drafts drawn (to the extent unreimbursed) under letters of credit issued or bankers’ acceptances facilities created for the account of such Person,

(i) unless the holder thereof is a Loan Party or, if the issuer thereof is a Subsidiary of Holdings that is not a Loan Party, any other Restricted Subsidiary of Holdings, all Disqualified Equity Interests issued by such Person, and

(j) the Consolidated Funded Indebtedness of any partnership or unincorporated joint venture in which such Person is a general partner or a joint venturer to the extent such Consolidated Funded Indebtedness is recourse to such Person.

Notwithstanding any other provision of this Agreement to the contrary, (i) the term “Consolidated Funded Indebtedness” shall not be deemed to include (w) any earn-out obligation or post closing payment adjustment until such obligation becomes certain of payment, (x) any deferred compensation arrangements, (y) any non compete or consulting obligations incurred in connection with the Transactions, any Permitted Acquisition or any similar transaction entered into prior to the Closing Date or (z) items that would appear as a liability upon a balance sheet prepared in accordance with GAAP as a result of the application of EITF 97-10 “The Effects of Lessee Involvement in Asset Construction” and (ii) the amount of Consolidated Funded Indebtedness for which recourse is limited either to a specified amount or to an identified asset of such Person shall be deemed to be equal to such specified amount or the fair market value of such identified asset, as the case may be.

“Consolidated Interest Charges” means, as of any date for the applicable period ending on such date with respect to any Person and its Subsidiaries on a consolidated basis, the amount by which (x) interest expense (including the amortization of debt discount and premium, the interest component under Capitalized Leases, but excluding, to the extent included in interest expense, (i) amortization of fees and expenses associated with the consummation of the Transactions, (ii) annual agency fees paid to the Administrative Agent, (iii) costs associated with obtaining or terminating Swap Contracts, (iv) amortization of fees and expenses associated with any Investment permitted under Section 7.02, Equity Issuance or Debt Issuance (whether or not consummated), and (v) pay-in-kind interest expense or other noncash interest expense (including as a result of the effects of purchase accounting), exceeds (y) interest income, in the case of clauses (x) and (y) as determined in accordance with GAAP, and only to the extent the same are paid or payable (or received or receivable) in cash with respect to such period; provided that, with respect to any period in which a new theater is constructed by any Person or any of its Subsidiaries that constitutes an Annualized Theater and the construction of which was financed by the incurrence of Indebtedness, the Consolidated Interest Charges of such Person and its Subsidiaries shall be adjusted by (1) adding thereto the cash interest expense associated with

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such Indebtedness annualized on a simple arithmetic basis and (2) subtracting therefrom the amount of actual cash interest expense associated with such Indebtedness for such period.

“Consolidated Lease Expense” means, for any period, with respect to any Person and its Subsidiaries on a consolidated basis, the aggregate amount of fixed and contingent rentals payable in cash by such Person for such period with respect to leases of real and personal property, determined on a consolidated basis in accordance with GAAP (but excluding taxes, common area maintenance and similar amounts in the case of gross leases and excess accrual (or reversals thereof) of straight-line rent expense amounts), provided, that payments in respect of Capital Lease Obligations shall not be included in Consolidated Lease Expense.

“Consolidated Net Income” means, for any period, with respect to any Person and its Subsidiaries, the net income or loss of such Person and its Subsidiaries determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (A) the income of (i) any Subsidiary (other than a Loan Party or a Foreign Subsidiary the income of which would be excluded as a result of this clause (A)(i) solely as a result on any Contractual Obligation of the type permitted under Section 7.09) to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such Subsidiary and (ii) any Joint Venture (or, in the case of the Borrower Parties, any Unrestricted Subsidiary), except in each case to the extent of the amount of dividends or other distributions actually paid to such Person or one of its Subsidiaries by such Subsidiary, Joint Venture or Unrestricted Subsidiary during such period (in which case the amount so paid shall be included in the net income of such Person and its Subsidiaries to the extent not already included therein regardless of whether such amount was earned by such Subsidiary, Joint Venture or Unrestricted Subsidiary during the applicable period or in a prior period or would otherwise be included in such net income), (B) the income or loss of any Person accrued prior to the date it becomes a Subsidiary of such Person or is merged into or consolidated with such Person or any Subsidiary of such Person or the date that such other Person’s assets are acquired by such Person or any Subsidiary of such Person, (C) the cumulative effect of a change in accounting principles as well as any current period impact of new accounting pronouncements including those related to purchase accounting, (D) any net after-tax gains or losses attributable to the early extinguishment of Indebtedness, (E) any non-cash income or charges resulting from mark-to-market accounting under Statement of Financial Accounting Standard No. 52 – Foreign Currency Translation relating to Indebtedness denominated in foreign currencies, (F) any non-cash impairment charges resulting from the application of Statement of Financial Accounting Standards No. 142 – Goodwill and Other Intangibles and No. 144 – Accounting for the Impairment or Disposal of Long-Lived Assets and the amortization of intangibles including arising pursuant to Statement of Financial Accounting Standards No. 141 – Business Combinations, (G) inventory purchase accounting adjustments and amortization, impairment and other noncash charges (including asset revaluations) resulting from purchase accounting adjustments with respect to the Transactions or any Permitted Acquisition, (H) non-cash compensation charges, including any such charges arising from stock options, restricted stock grants or other equity-incentive programs, reasonable cash compensation charges related to any SARs linked to the performance of Grupo Cinemex and its Subsidiaries and granted to or for management of the Company with direct oversight responsibility for the operations of Grupo Cinemex or management of or senior consultants to Grupo Cinemex or its

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Subsidiaries, reasonable customary cash charges resulting from purchase accounting to the extent such charges represent sales bonuses to management, and cash charges related to retention, signing or completion bonuses in connection with the Transactions, any Permitted Acquisition or any Disposition, (I) non-cash losses from Joint Ventures and non-cash minority interest reductions, (J) any losses (or any gains) realized upon the disposition of leases, property or assets outside the ordinary course of business and any extraordinary losses or gains and (K) any expenses related to the Transactions; provided further that there shall be included the deferred revenue eliminated as a consequence of the application of purchase accounting adjustments due to the Transactions or any Permitted Acquisition for the fiscal periods that such revenue would otherwise have been recognized.

“Consolidated Revenues” mean, as of the date for the applicable period ending on such date with respect to any Person and its Subsidiaries on a consolidated basis, the consolidated revenues of such Person and its Subsidiaries for such period determined in accordance with GAAP.

“Continuing Directors” shall mean the directors of Holdings on the Closing Date, as elected or appointed after giving effect to the Acquisition and the other transactions contemplated hereby, and each other director, if, in each case, such other director’s nomination for election to the board of directors of Holdings (or the Company after a Qualifying IPO of the Company) is recommended by a majority of the then Continuing Directors or such other director receives the vote of the Permitted Holders in his or her election by the stockholders of Holdings (or the Company after a Qualifying IPO of the Company).

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” has the meaning specified in the definition of “Affiliate.”

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Cumulative Consolidated Net Income” means, as of any date of determination, Consolidated Net Income of the Borrower Parties for the period (taken as one accounting period) commencing on the Closing Date and ending on the last day of the most recent fiscal quarter for which financial statements required to be delivered pursuant to Section 6.01(a) or (b), and the related Compliance Certificate required to be delivered pursuant to Section 6.02(b), have been received by the Administrative Agent.

“Cumulative Growth Amount” shall mean, on any date of determination, the sum of, without duplication, of (A) 50% of Cumulative Consolidated Net Income (or, in the case Cumulative Consolidated Net Income at the time of determination is a deficit, minus 100% of such deficit), provided that, for purposes of Sections 7.06(j) and 7.14(a), the amount in this clause (A) shall only be available if the Consolidated Adjusted Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b) was less than 5.50:1, determined on a Pro Forma Basis after giving effect to any

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Restricted Payment or prepayment, redemption or repurchase actually made pursuant to Sections 7.06(j) or 7.14(a), plus (B) the amount of Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Cure Issuances and Specified Contribution Proceeds) after the Closing Date to the extent that (1) such amount was not required to be applied to prepay the Loans pursuant to Section 2.05(b) and (2) such Net Cash Proceeds shall have been actually received by the Company (including through capital contribution of such Net Cash Proceeds by Holdings to the Company) on or prior to such date of determination (any such Net Cash Proceeds that so increase the Cumulative Growth Amount, “Designated Equity Proceeds”), plus (C) the amount of Net Cash Proceeds from the issuance of Permitted Holdco Debt after the Closing Date to the extent that such Net Cash Proceeds shall have been actually received by the Company (including through capital contribution of such Net Cash Proceeds by Holdings to the Company) on or prior to such date of determination (any such Net Cash Proceeds that so increase the Cumulative Growth Amount, “Designated Holdco Debt Proceeds”), plus (D) an amount equal to any repayments, interest, returns, profits, distributions, income and similar amounts actually theretofore received in cash in respect of any Investment made since the Closing Date pursuant to Section 7.02(o), minus (E) the sum at the time of determination of (i) the aggregate amount of Investments made since the Closing Date pursuant to Section 7.02(o), (ii) the aggregate amount of Restricted Payments made since the Closing Date pursuant to Section 7.06(j) and (iii) the aggregate amount of prepayments, redemptions or repurchases made since the Closing Date pursuant to Section 7.14(a) (other than with the Net Cash Proceeds of Permitted Subordinated Indebtedness or Designated Holdco Debt Proceeds).

“Current Assets” means, at any time, the consolidated current assets (other than cash and Cash Equivalents and current deferred tax assets) of the Borrower Parties at such time.

“Current Liabilities” means, at any time, the consolidated current liabilities of the Borrower Parties at such time (other than the current portion of Long-Term Indebtedness, short-term Consolidated Funded Indebtedness and current deferred tax liabilities).

“Debt Issuance” means the issuance by any Person of any Indebtedness for borrowed money.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (including, in the case of Loan Parties incorporated or organized in England or Wales, administration, administrative receivership, voluntary arrangement and schemes of arrangement).

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate applicable to Base Rate Loans plus (c) 2.0% per annum; provided that with respect to a Eurodollar Rate Loan or TIIE Rate Loans, the Default Rate shall be an interest rate equal to the

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interest rate (including the Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws.

“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Term Loans, Revolving Credit Loans, participations in L/C Obligations or participations in Swing Line Loans required to be funded by it hereunder within one (1) Business Day of the date required to be funded by it hereunder, unless the subject of a good faith dispute, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one (1) Business Day of the date when due, unless the subject of a good faith dispute, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

“Delayed Draw Commitment Fees” has the meaning specified in Section 2.09(b).

“Delayed Draw Term Commitment” means, as to any Term Lender, its obligation to make a Delayed Term Loan to the Company pursuant to Section 2.01(a)(ii) in an aggregate Dollar Amount not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Delayed Draw Term Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The initial aggregate amount of the Delayed Draw Term Commitments is $50,000,000.

“Delayed Draw Term Loan” has the meaning specified in Section 2.01(a).

“Delayed Draw Termination Date” means the date that is six months after the Closing Date.

“Designated Holdco Debt Proceeds” has the meaning specified in the definition of the term “Cumulative Growth Amount”.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction and any sale of Equity Interests) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that “Disposition” and “Dispose” shall not be deemed to include any issuance by Holdings of any of its Equity Interests to another Person.

“Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Maturity Date of the Term Loan Facility.

“Dollar” and “$” mean lawful money of the United States.

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“Dollar Amount” means, at any time:

(a) with respect to any Loan denominated in Dollars (including, with respect to any Swing Line Loan, any funded participation therein), the principal amount thereof then outstanding (or in which such participation is held);

(b) with respect to any Peso Loan, the principal amount thereof then outstanding in Pesos, converted to Dollars in accordance with Section 2.15; and

(c) with respect to any L/C Obligation (or any risk participation therein), the amount thereof.

“Dollar Portion” has the meaning specified in Section 2.16.

“Dollar Revolving Credit Borrowing” means a borrowing consisting of simultaneous Dollar Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(b).

“Dollar Revolving Credit Loan” has the meaning specified in Section 2.01(b).

“Dollar Swing Line Lender” means CNAI in its capacity as provider of Dollar Swing Line Loans, or any successor Dollar swing line lender hereunder.

“Dollar Swing Line Loan” has the meaning specified in Section 2.04(a).

“Dollar Swing Line Sublimit” means an amount equal to the lesser of (a) $15,000,000 and (b) the Revolving Credit Commitments. The Dollar Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Commitments.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia and any other Subsidiary that is not, and that is not owned by, a “controlled foreign corporation” under Section 957 of the Code.

“Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other than a natural person) approved by (i) the Administrative Agent, (ii) in the case of any assignment of a Revolving Commitment, the L/C Issuer and the Dollar Swing Line Lender (and, in the case of any assignment of a Peso Commitment, the Peso Swing Line Lender), and (iii) unless an Event of Default has occurred and is continuing, the Company (each such approval not to be unreasonably withheld or delayed).

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution, the protection of the environment, natural resources or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems or to human health and safety.

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“Environmental Liability” means, all liabilities, obligations, damages, losses, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs (including administrative oversight costs, natural resource damages and remediation costs), whether contingent or otherwise, of the Company, any other Loan Party or any of their respective Subsidiaries directly or indirectly arising out of, resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Contributions” means, collectively, (a) the contribution by the Equity Investors of an aggregate amount of cash not less than $421,670,572 to the Parent and the contribution of such amount to Holdings, (b) the further contribution by Holdings of all such cash contribution proceeds to the Company in order to consummate the Acquisition and (c) the use of such proceeds for the payment of fees and expenses as set forth in clause (f) of the definition of Transactions.

“Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

“Equity Investors” means (a) each of Bain Capital Holdings (Loews) I, L.P. (and its members), Bain Capital AIV (Loews) II, L.P. (and its members), TC Group L.L.C., Carlyle Partners III Loews, L.P., CP III Coinvestment, L.P., Spectrum Equity Investors IV, L.P., Spectrum Equity Investors Parallel IV, L.P., Spectrum IV Investment Managers’ Fund, L.P., and their respective Affiliates and (b) the Management Shareholders.

“Equity Issuance” means any issuance for cash by any Person and its Subsidiaries to any other Person of (a) its Equity Interests, (b) any of its Equity Interests pursuant to the exercise of options or warrants, (c) any of its Equity Interests pursuant to the conversion of any debt securities to equity or (d) any options or warrants relating to its Equity Interests. A Disposition shall not be deemed to be an Equity Issuance.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with any Loan Party within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Loan Party or any ERISA Affiliate from a Pension Plan subject to

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Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate.

“Eurodollar Rate” means, for any Interest Period with respect to any Eurodollar Rate Loan:

(a) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the page of the Telerate screen (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, or

(b) if the rate referenced in the preceding clause (a) does not appear on such page or service or such page or service shall not be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, or

(c) if the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum determined by the Administrative Agent as the rate of interest at which deposits in Dollars for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by CNAI and with a term equivalent to such Interest Period would be offered by CNAI’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 4:00 p.m. (London time) two (2) Business Days prior to the first day of such Interest Period.

“Eurodollar Rate Loan” means a Loan that bears interest at a rate based on the Eurodollar Rate.

“Event of Default” has the meaning specified in Section 8.01.

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“Excess Cash Flow” means, with respect to any fiscal year period of the Borrower Parties on a consolidated basis, an amount equal to (a) Consolidated EBITDA of the Borrower Parties for such fiscal year minus (b) without duplication,

(i) Capital Expenditures permitted to be made under Section 7.19 and made in cash to the extent not financed with the proceeds of Long-Term Indebtedness, equity issuances or other proceeds that would not be included in Consolidated EBITDA;

(ii) total interest expense paid in cash;

(iii) Consolidated Cash Taxes paid;

(iv) the aggregate principal amount of Long-Term Indebtedness repaid or prepaid by the Borrower Parties, excluding (1) Indebtedness in respect of Revolving Credit Loans, Swing Line Loans, Letters of Credit and any other Indebtedness that consists of a revolving line of credit except to the extent that the commitments under such line of credit are permanently reduced by the amount of such prepayment), (2) Term Loans prepaid pursuant to Section 2.05(a) or (b) and (3) repayments or prepayments of Long-Term Indebtedness financed by incurring other Long-Term Indebtedness;

(v) Restricted Payments made by the Borrower Parties to the extent that such Restricted Payments are permitted to be made under Section 7.06(g) and (h) (other than subclause (v) thereof) and (k);

(vi) letter of credit and commitment or facility fees (including Revolving Credit Commitment Fees, Delayed Draw Commitment Fees and similar fees in respect of any other revolving or committed line of credit);

(vii) proceeds received by the Borrower Parties from insurance claims with respect to casualty events or business interruption which reimburse prior business expenses to the extent such expenses were added to Consolidated Net Income in determining Consolidated EBITDA;

(viii) all extraordinary cash charges;

(ix) cash payments made in satisfaction of non-current liabilities (other than Indebtedness);

(x) cash expenses incurred in connection with the Transactions or, to the extent permitted hereunder, any Investment permitted under Section 7.02, Equity Issuance or Debt Issuance (whether or not consummated), or early extinguishment of Indebtedness;

(xi) fees and expenses in connection with exchanges or refinancings permitted by Section 7.14;

(xii) cash indemnity payments received pursuant to indemnification provisions in any agreement in connection with the Acquisition, any Permitted Acquisition or any

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other Investment permitted hereunder (or in any similar agreement related to any other acquisition consummated prior to the Closing Date);

(xiii) non-recurring cash charges to the extent included in determining Consolidated EBITDA;

(xiv) cash expenses incurred in connection with deferred compensation arrangements in connection with the Transactions;

(xv) management fees paid under Section 7.08(d);

(xvi) cash from operations (for the avoidance of doubt, not including proceeds of any Permitted Equity Issuance, Permitted Holdco Debt or other Indebtedness) used to consummate a Permitted Acquisition or an Investment under Section 7.02(n) or (o);

(xvii) to the extent added to Consolidated Net Income in determining Consolidated EBITDA, losses from discontinued operations;

(xviii) to the extent added to Consolidated Net Income in determining Consolidated EBITDA, Net Cash Proceeds of Permitted Cure Issuances;

(xix) cash expenditures made in respect of Swap Contracts to the extent not reflected in the computation of Consolidated EBITDA or Consolidated Interest Charges;

(xx) to the extent included in Consolidated Net Income in determining Consolidated EBITDA, non-cash income attributable to the Specified Deferred Revenue Contracts;

(xxi) cash compensation expenses related to any SARs linked to the performance of Grupo Cinemex and its Subsidiaries granted to or for management of the Company with direct oversight responsibility for the operations of or senior consultants to Grupo Cinemex or management of Grupo Cinemex and its subsidiaries, cash expenses resulting from purchase accounting to the extent such expenses represent sales bonuses to management, and cash expenses related to retention, signing or completion bonuses in connection with the Transactions, any Permitted Acquisition or any Disposition;

(xxii) to the extent not deducted in the computation of Net Cash Proceeds in respect of any asset disposition or condemnation giving rise thereto, the amount of any mandatory prepayment of Indebtedness (other than Indebtedness hereunder or under any other Loan Document), together with any interest, premium or penalties required to be paid (and actually paid) in connection therewith (in the case of the foregoing clauses (b)(i) through (xxi), to the extent made, paid, incurred or for, as the case may be, such fiscal year); and

(xxiii) payments with respect to contingent contractual obligations required to be paid in the six (6) months after the end of such fiscal year (which payments would have been deducted in calculating Excess Cash Flow for such fiscal year had they been made during such fiscal year); provided that (x) the Company shall deliver a certificate to the

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Administrative Agent not later than 90 days after the end of such fiscal year, signed by a Responsible Officer of the Company, describing the nature and amount of such contingent contractual obligation and certifying that such contingent contractual obligation will be paid within six (6) months after the end of such fiscal year, (y) if such payment is not made within six (6) months after the close of such fiscal year, then the Company shall promptly make an optional prepayment of Term Loans in accordance with Section 2.05(a) in an amount, if positive, equal to (A) the amount that would have been paid pursuant to Section 2.05(b)(i) with respect to such fiscal year but for this clause (xxii) minus (B) the amount of the payment made pursuant to Section 2.05(b)(i) with respect to such fiscal period and (z) any deduction from Excess Cash Flow made with respect to contingent contractual obligations pursuant to this clause (xxii) in such fiscal year shall not be deducted in computing Excess Cash Flow for the fiscal year in which such contingent obligations are paid; and

(c) minus increases in Working Capital for such fiscal year (i.e., the increase, if any, in Current Assets minus Current Liabilities from the beginning to the end of such fiscal year) or plus decreases in Working Capital for such fiscal year (i.e., the decrease, if any, in Current Assets minus Current Liabilities from the beginning to the end of such fiscal year).

“Existing Credit Agreements” means (a) the Priority Secured Credit Agreement dated as of March 21, 2002, among the Company, Cineplex Odeon Corporation, the lenders party thereto and Bankers Trust Company, as U.S. Administrative Agent and Deutsche Bank AG, Canada Branch as Canadian Administrative Agent and (b) the Term Loan Agreement dated as of March 21, 2002, among the Company, the lenders party thereto and Bankers Trust Company, as Administrative Agent.

“Existing Letter of Credit” means those standby letters of credit issued by Deutsche Bank Trust Company Americas listed on Schedule 1.01C.

“Facility” means the Term Loans, the Revolving Credit Facility, the Swing Line Sublimit or the Letter of Credit Sublimit, as the context may require.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to CNAI on such day on such transactions as determined by the Administrative Agent.

“Fee Letter” means the letter agreement, dated as of June 18, 2004 and amended and restated as of July 7, 2004, among the Parent, the Initial Lenders and the Arrangers.

“Foreign Lender” has the meaning specified in Section 10.15.

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“Foreign Specified 50/50 JV” means any Specified 50/50 JV that is not organized under the laws of the United States, any state thereof or the District of Columbia.

“Foreign Subsidiary” means any direct or indirect Restricted Subsidiary of the Company which is not a Domestic Subsidiary.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Granting Lender” has the meaning specified in Section 10.07(g).

“Grupo Cinemex” means Grupo Cinemex, S.A. de C.V., a corporation organized under the laws of Mexico and a wholly owned Subsidiary of the Company, including any successor Person thereto.

“Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or

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deposit, in either case in the ordinary course of business, performance or completion guarantees, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantors” means, collectively, Holdings, the Company in its capacity as a guarantor under the Company Guaranty and the Restricted Subsidiaries of the Company listed on Schedule I and each other Restricted Subsidiary of the Company that shall be required to execute and deliver a guaranty or guaranty supplement pursuant to Section 6.12.

“Guaranty” means, collectively, the Holdings Guaranty, the Company Guaranty and the Subsidiary Guaranty.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other chemicals, materials, substances, wastes pollutants or contaminants of any nature prohibited, limited or regulated pursuant to any Environmental Law.

“Hedge Bank” means any Person that is, at the time it enters a Secured Hedge Agreement, a Lender or an Affiliate of a Lender, in its capacity as a party to such Secured Hedge Agreement.

“Holdings” has the meaning specified in the introductory paragraph to this Agreement.

“Holdings Guaranty” means the Holdings Guaranty made by Holdings in favor of the Administrative Agent on behalf of the Lenders, substantially in the form of Exhibit F-1.

“Honor Date” has the meaning specified in Section 2.03(c)(i).

“ICC” has the meaning specified in Section 2.03(h).

“Incremental Amendment” has the meaning set forth in Section 2.14.

“Incremental Facility Closing Date” has the meaning set forth in Section 2.14.

“Incremental Term Loans” has the meaning set forth in Section 2.14.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

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(b) the maximum amount (after giving effect to any prior drawings or permanent reductions which may have been reimbursed) of all letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(c) net obligations of such Person under any Swap Contract;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) accrued expenses or trade accounts payable in the ordinary course of business and (ii) any earn-out obligation or post-closing payment adjustment until such obligation becomes certain of payment);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Capital Lease Obligations;

(g) all obligations of such Person in respect of Disqualified Equity Interests; and

(h) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall (i) include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person but (ii) shall not include (x) items that would appear as a liability upon a balance sheet prepared in accordance with GAAP as a result of the application of EITF 97-10 “The Effects of Lessee Involvement in Asset Construction” or (y) landlord allowances in connection with leased properties. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) if such Indebtedness is non-recourse to such Person, the fair market value of the property encumbered thereby as determined by such Person in good faith. Notwithstanding the foregoing, in connection with the Transactions, any Permitted Acquisition or any similar transaction entered into prior to the Closing Date, the term “Indebtedness” shall not include post-closing payment adjustments, contingent earn-outs or non-compete payments to which the seller in any such transaction is or may become entitled to.

“Indemnified Liabilities” has the meaning set forth in Section 10.05.

“Indemnitees” has the meaning set forth in Section 10.05.

“Information” has the meaning specified in Section 10.08.

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“Initial Lenders” means, at any date, collectively, CNAI, Credit Suisse First Boston, Bank of America, N.A., Deutsche Bank AG Cayman Islands Branch and Lehman Commercial Paper Inc., each in its capacity as, and so long as it is, a “Lender” hereunder.

“Intellectual Property Security Agreement” means, collectively, the Copyright Security Agreement, the Trademark Security Agreement and the Patent Security Agreement, substantially in the forms attached to the Security Agreement together with each other intellectual property security agreement executed and delivered pursuant to Section 6.12 or the Security Agreement.

“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made.

“Interest Period” means, (a) as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, or to the extent made available by all Lenders participating in such Loan, nine or twelve months thereafter, as selected by the Company in its Committed Loan Notice and (b) as to any TIIE Rate Loan the period commencing on the date such TIIE Rate Loan is disbursed or continued as a TIIE Rate Loan and ending on the 28^th day thereafter; provided that:

(1) any Interest Period that would otherwise end on a day that is not a Business Day or a Peso Business Day, as applicable, shall be extended to the next succeeding Business Day or a Peso Business Day, as applicable, unless such Business Day or a Peso Business Day, as applicable, falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day or a Peso Business Day, as applicable;

(2) any Interest Period that begins on the last Business Day or Peso Business Day, as applicable, of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day or Peso Business Day, as applicable, of the calendar month at the end of such Interest Period; and

(3) no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in

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such other Person and any arrangement pursuant to which the investor incurs debt of the type referred to in clause (h) of the definition of “Indebtedness” set forth in this Section 1.01 in respect of such Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“IRS” means the United States Internal Revenue Service.

“Joint Venture” means (a) any Person which would constitute an “equity method investee” of the Company or any of its Subsidiaries, (b) any other Person designated by the Company in writing to the Administrative Agent as a “Joint Venture” for purposes of this Credit Agreement and at least 50% but less than 100% of whose Equity Interests are directly owned by the Company or any of its Subsidiaries, and (c) any Person in whom the Company or any of its Subsidiaries beneficially owns any Equity Interest that is not a Subsidiary.

“Junior Financing” has the meaning specified in Section 7.14.

“Junior Financing Documentation” means any documentation governing any Junior Financing.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“L/C Issuer” means (a) CNAI in its capacity as issuer of Letters of Credit hereunder, (b) Deutsche Bank Trust Company Americas in its capacity as issuer of Letters of Credit hereunder (including the Existing Letters of Credit), or any successor issuer of Letters of Credit hereunder.

“L/C Obligations” means, as at any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.

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“Leased Real Properties” means those properties listed on Schedule 5.08(b).

“Lender” has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes the L/C Issuer and the Swing Line Lenders.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Company and the Administrative Agent.

“Letter of Credit” means any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

“Letter of Credit Expiration Date” means (a) with respect to standby Letters of Credit, the day that is five (5) days prior to the scheduled Maturity Date then in effect for the Revolving Credit Facility and (b) with respect to commercial Letters of Credit, the day that is thirty (30) days prior to the scheduled Maturity Date then in effect for the Revolving Credit Facility (or, in either case, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Sublimit” means an amount equal to $35,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing) and, in the case of securities, any purchase option, call or similar right of a third party with respect to such securities (but not including right of first refusal, tag, drag or similar rights in joint venture agreements).

“Loan” means an extension of credit by a Lender to a Borrower under Article 2 in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan.

“Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Guaranty, (iv) the Collateral Documents and (v) the Fee Letter.

“Loan Parties” means, collectively, each Borrower and each Guarantor.

“Local GAAP” means, with respect to any Foreign Subsidiary or Foreign Specified 50/50 JV, generally accepted accounting principles in the jurisdiction in which such Person is organized and its principal business operations are conducted, consistently applied.

“Loews” means Loews Cineplex Entertainment Corporation, a Delaware corporation.

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“Loews Business” means the theater and film exhibition business conducted by Loews and its Subsidiaries and Joint Ventures (including, without limitation, Grupo Cinemex (after giving effect to the Transactions), Megabox Cineplex and Yelmo Cineplex).

“Long-Term Indebtedness” means any Consolidated Funded Indebtedness that, in accordance with GAAP, constitutes (or, when incurred constituted) a long-term liability and current maturities of such long-term liabilities.

“Luxembourg Pledge Agreement” means the Pledge Over Shares (relating to the Equity Interests of LCE Lux Holdco S.a.r.l.) between LCE AcquisitionSub, Inc., a Delaware corporation, and the Administrative Agent, dated as of the Closing Date and substantially in the form of Exhibit I-1.

“Management Shareholders” means the members of management or directors of the Company or its Subsidiaries who are investors in Parent or Holdings.

“Master Agreement” has the meaning specified in the definition of “Swap Contract.”

“Material Adverse Effect” means (a) a material adverse effect on the business, operations, assets, liabilities (actual or contingent) or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the Loan Parties (taken as a whole) to perform their obligations under any Loan Document or (c) a material adverse effect on the rights and remedies of the Lenders under any Loan Document.

“Maturity Date” means (a) with respect to the Revolving Credit Facility, July 30, 2010 and (b) with respect to the Term Loan Facility July 30, 2011.

“Maximum Rate” has the meaning specified in Section 10.10.

“Megabox Cineplex” means Megabox Cineplex, Inc., a South Korean Joint Venture 50% of the Equity Interests in which are indirectly owned by the Company on the Closing Date, including any successor Person thereto.

“Mexican Administrative Agent” means Banamex in its capacity as Mexican administrative agent hereunder, or any successor Mexican administrative agent.

“Mexican Borrowers” means Grupo Cinemex and Cadena.

“Mexican Credit Agreement” means the Contrato de Credito dated as of December 26, 2002, among Grupo Cinemex, the Subsidiaries and Affiliates of Grupo Cinemex parties thereto and the lenders party thereto.

“Mexican Pledge Agreement” means the Pledge Agreement (relating to the Equity Interests of Symphony Subsisting S. de R.L. de C.V.) between LCE Mexican Holdings, Inc. and the Administrative Agent, dated as of the Closing Date and substantially in the form of Exhibit I-2.

“Mexico” means the United Mexican States.

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“MJTJV” means the Magic Johnson Theatres, a California partnership, 50% of the voting Equity Interests in which are directly or indirectly owned by, the Company.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgage” means, collectively, the deeds of trust, trust deeds and mortgages made by the Loan Parties in favor or for the benefit of the Administrative Agent on behalf of the Lenders substantially in the form of Exhibit H-1 or H-2, as applicable (with such changes as may be customary to account for local law matters), together with each other mortgage executed and delivered pursuant to Section 6.12.

“Mortgaged Leased Real Properties” means those leased real properties listed on Schedule 1.01D.

“Mortgaged Owned Real Properties” means those owned real properties listed on Schedule 1.01E.

“Mortgage Policies” has the meaning specified in Section 6.14(b)(ii).

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Cash Proceeds” means:

(a) with respect to the Disposition of any asset by Holdings or any of its Subsidiaries or any Casualty Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event actually received by or paid to or for the account of Holdings or any of its Subsidiaries) over (ii) the sum of (A) the principal amount of and associated premium or penalty, if any, on any Indebtedness that is secured by the asset subject to such Disposition or Casualty Event and that is required to be repaid (and is timely repaid) in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents), (B) the out-of-pocket expenses (including, without limitation, attorneys’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees) actually incurred by Holdings or such Subsidiary in connection with such Disposition or Casualty Event, (C) taxes paid or reasonably estimated to be actually payable in connection therewith, and (D) any reserve for adjustment in respect of (x) the sale price of such asset or assets established in accordance with GAAP and (y) any liabilities associated with such asset or assets and retained by the Company or any of its Subsidiaries after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction, with it being understood that “Net Cash Proceeds” shall include, without limitation,

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any cash or Cash Equivalents (1) received upon the Disposition of any non-cash consideration received by the Company or any of its Subsidiaries in any such Disposition and (2) upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in subclause (D) above or, if such liabilities have not been satisfied in cash and such reserve not reversed within three hundred and sixty-five (365) days after such Disposition or Casualty Event, the amount of such reserve; provided that (x) no net cash proceeds calculated in accordance with the foregoing realized in a single transaction or series of related transactions shall constitute Net Cash Proceeds unless such net cash proceeds shall exceed $5,000,000 and (y) no net cash proceeds shall constitute Net Cash Proceeds under this clause (a) in any fiscal year until the aggregate amount of all such net cash proceeds in such fiscal year shall exceed $10,000,000 (and thereafter only net cash proceeds in excess of such amount shall constitute Net Cash Proceeds under this clause (a)); provided, further, that if immediately after giving Pro Forma Effect to any Specified Disposition in a transaction permitted by the applicable provisions of this Agreement, the Consolidated Adjusted Leverage Ratio is equal to or greater than 5.50:1, then an amount equal to 50% of the Net Cash Proceeds from such Specified Disposition (calculated after giving effect to any application thereof to repay Indebtedness and deducting from the amount thereof appropriate amounts to be provided by the Company as a reserve in accordance with GAAP against any liabilities associated with the asset Disposed of in such transaction and retained by the Company after such Disposition, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction) shall not constitute Net Cash Proceeds (provided that the percentage of such Net Cash Proceeds so excluded shall be increased to (x) 75% if the Consolidated Adjusted Leverage Ratio (as so calculated) is less than 5.50:1 but equal to or greater than 4.75:1 and (y) 100% if the Consolidated Adjusted Leverage Ratio (as so calculated) is less than 4.75:1) (the amount of Net Cash Proceeds excluded pursuant to this proviso, “Specified Excluded Proceeds”) provided, further, that notwithstanding the foregoing, if the Chief Financial Officer of the Company shall deliver a certificate to the Administrative Agent (I) notifying the Administrative Agent that the Company has elected not to treat as Specified Excluded Proceeds any or all Net Cash Proceeds from any Specified Disposition that would otherwise constitute Specified Excluded Proceeds and (II) certifying that the Company has not made any Restricted Payment permitted under Section 7.06(l) with respect to such Net Cash Proceeds, then such Net Cash Proceeds shall be deemed not to constitute Specified Excluded Proceeds but shall instead constitute Net Cash Proceeds;

(b) with respect to the issuance of any Equity Interest by Holdings or any of its Subsidiaries, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such issuance over (ii) all taxes and fees (including investment banking fees, underwriting discounts, commissions, costs and other out-of-pocket expenses and other customary expenses) incurred by Holdings or such Subsidiary in connection with such issuance; and

(c) with respect to the incurrence or issuance of any Indebtedness by Holdings or any of its Subsidiaries, the excess, if any, of (i) the sum of the cash received in connection with such incurrence or issuance over (ii) the investment banking fees, underwriting discounts, commissions, costs and other out-of-pocket expenses and other customary expenses, incurred by Holdings or such Subsidiary in connection with such incurrence or issuance.

“Non-Consenting Lender” has the meaning specified in Section 3.07(d).

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“Nonrenewal Notice Date” has the meaning specified in Section 2.03(b)(iii).

“Note” means a Term Note or a Revolving Credit Note, as the context may require.

“Notice of Intent to Cure” has the meaning specified in Section 6.02(b).

“NPL” means the National Priorities List under CERCLA.

“Obligations” means all (x) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, (y) obligations of any Loan Party arising under any Secured Hedge Agreement and (z) Cash Management Obligations. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents include (a) the obligation to pay principal, interest, Letter of Credit commissions, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party under any Loan Document and (b) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Taxes” has the meaning specified in Section 3.01(b).

“Outstanding Amount” means (a) with respect to the Term Loans, Revolving Credit Loans and Swing Line Loans on any date, the Dollar Amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the Dollar Amount thereof on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

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“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the Federal Funds Rate, and (b) with respect to any amount denominated in Pesos, the rate of interest per annum at which overnight deposits in Pesos, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of CNAI in the interbank market for Pesos to major banks in such interbank market.

“Owned Real Properties” means those properties listed on Schedule 5.08(b).

“Parent” means any of LCE Holdings, Inc., LCE Intermediate Holdings, Inc. and any other direct or indirect parent of Holdings organized at the direction of the Permitted Holders (without giving effect to the inclusion of Affiliates in such definition of Permitted Holders), in each case so long as such Person is a direct or indirect parent of Holdings.

“Participant” has the meaning specified in Section 10.07(d).

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Company or any ERISA Affiliate or to which the Company or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five (5) plan years.

“Perfection Certificate” means the Perfection Certificate substantially in the form of Exhibit J, prepared by Holdings and the Company.

“Permitted Acquisition” has the meaning specified in Section 7.02(i).

“Permitted Asset Swap” means any transfer of properties or assets by the Company or any of its Subsidiaries in which at least 90% of the consideration received by the transferor consists of properties or assets (other than cash) that will be used in a Permitted Business; provided that (a) the aggregate fair market value (as determined in good faith by the board of directors of the Company) of the property or assets being transferred by the Company or such Subsidiary is not greater than the aggregate fair market value (as determined in good faith by the board of directors of the Company) of the property or assets received by the Company or such Subsidiary in such exchange and (b) the aggregate fair market value (as determined in good faith by the board of directors of the Company) of all property or assets transferred by the Company and any of its Subsidiaries in any such transfer, together with the cumulative aggregate fair market value of property or assets transferred in all prior Permitted Asset Swaps, shall not exceed $200,000,000 less the aggregate book value of all property disposed of in reliance on Section 7.05(k).

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“Permitted Business” means the theater and film exhibition business and any business reasonably related, incidental or ancillary thereto.

“Permitted Cure Issuance” has the meaning specified in clause (b)(xiv) of the definition of Consolidated EBITDA.

“Permitted Encumbrances” has the meaning specified in the Mortgages.

“Permitted Equity Issuance” means any sale or issuance of any Qualified Equity Interests of Holdings (and, after a Qualifying IPO, of the Company) to the extent not prohibited hereunder.

“Permitted Holdco Debt” has the meaning specified in Section 7.03(c)(ii).

“Permitted Holders” means the Equity Investors other than (a) any portfolio company of the Sponsors and (b) Management Shareholders to the extent that such Management Shareholders in the aggregate own, directly or indirectly, beneficially or of record more than five percent (5%) of the outstanding voting stock of Holdings.

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder or as otherwise permitted pursuant to Section 7.03(b), (b) such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) if the Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, (d) the terms and conditions (including, if applicable, as to collateral) of any such modified, refinanced, refunded, renewed or extended Indebtedness are not materially less favorable to the Loan Parties or the Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed or extended, (e) such modification, refinancing, refunding, renewal or extension is incurred by the Person who is the obligor on the Indebtedness being modified, refinanced, refunded, renewed or extended, and (f) at the time thereof, no Event of Default shall have occurred and be continuing.

“Permitted Subordinated Indebtedness” means any unsecured Indebtedness of the Company that (a) is expressly subordinated to the prior payment in full in cash of the Obligations on terms and conditions no less favorable to the Lenders than the terms and conditions set forth in the Senior Subordinated Notes Indenture, (b) will not mature prior to the date that is

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ninety-one (91) days after the Maturity Date of the Term Loan Facility, (c) has no scheduled amortization or payments of principal prior to the Maturity Date of the Term Loan Facility, and (d) has covenant, default and remedy provisions no more restrictive, or mandatory prepayment, repurchase or redemption provisions no more onerous or expansive in scope, taken as a whole, than those set forth in the Senior Subordinated Notes Indenture.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Pesos” or “Ps” means the lawful money of Mexico.

“Peso Base Rate” means (a) for any day with respect to any Peso Swing Line Loan made by the Peso Swing Line Lender, the rate of interest per annum equal to the sum of (i) the Peso Swing Line Lender’s internal funding costs for funding such Peso Swing Line Loan as determined by the Peso Swing Line Lender and notified to the applicable Borrower and (ii) the Applicable Rate and (b) for any day with respect to any TIIE Rate Loan automatically converted into a Peso Base Rate Loan pursuant to Section 3.06(c), the rate of interest per annum equal to the sum of (i) the Mexican Administrative Agent’s internal funding costs for funding such Peso Base Rate Loan as determined by the Mexican Administrative Agent and notified to the applicable Borrower and (ii) the Applicable Rate. The determination by the Peso Swing Line Lender or the Mexican Administrative Agent, as the case may be, of the Peso Base Rate shall be conclusive.

“Peso Base Rate Loan” means a Loan that bears interest based on the Peso Base Rate.

“Peso Business Day” means any day that is not a Saturday, Sunday, or other day on which commercial banks are authorized to close under the Laws of Mexico, or are in fact closed in Mexico City.

“Peso Commitment” means, as to each Peso Revolving Credit Lender, its obligation to make (a) Peso Revolving Credit Loans and (b) purchase participations in Peso Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the Dollar Amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Peso Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate Peso Commitments of all Peso Revolving Credit Lenders on the Closing Date shall be the Aggregate Peso Sublimit.

“Peso Exposure” means, with respect to any Peso Revolving Credit Lender at any time, the sum of (a) the Dollar Amount of the aggregate principal amount at such time of all outstanding Peso Revolving Credit Loans of such Lender and (b) such Lender’s Pro Rata Share of the Outstanding Amount of all Peso Swing Line Loans. The Peso Exposure of any Revolving Credit Lender at any time shall be the sum of (without duplication) (A) its Pro Rata Share of the Aggregate Peso Exposure at such time and (B) the Peso Exposure of all Peso Revolving Credit Lenders that has been converted into Dollar Revolving Credit Loans pursuant to Section 2.16 and in respect of which such Revolving Credit Lender has made, or is required to make, payments to the Peso Revolving Credit Lenders under such Section 2.16.

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“Peso Revolving Credit Borrowing” means a Borrowing consisting of Peso Revolving Credit Loans having the same Interest Period (except in the case of any Borrowing pursuant to Section 2.04(c)(i) in the form of Peso Base Rate Loans) made by each of the Peso Revolving Credit Lenders pursuant to Section 2.01(b).

“Peso Revolving Credit Lender” means the Revolving Credit Lenders (or Affiliates of a Revolving Credit Lender) identified on Schedule 2.01 on the date hereof as a “Peso Revolving Credit Lender” with the Peso Commitment set forth thereon and any other Revolving Credit Lender, in each case that (a) agrees, with the approval of the Administrative Agent, the Mexican Administrative Agent, the Company and the Mexican Borrowers, which approval shall not be unreasonably withheld (provided that, after the occurrence and during the continuance of any Default or Event of Default, such approval by the Company or the Mexican Borrowers shall not be required), to act, or cause one of its Affiliates to act, as a Peso Revolving Credit Lender with a Peso Commitment agreed to by the Administrative Agent, the Mexican Administrative Agent, the Company and the Mexican Borrowers (provided that, no Revolving Credit Lender or Affiliate thereof shall become a Peso Revolving Credit Lender to the extent, after giving effect to such Revolving Credit Lender or Affiliate thereof becoming a Peso Revolving Credit Lender with the proposed Peso Commitment, the aggregate Peso Commitment amount would exceed the Aggregate Peso Sublimit) and (b) whether directly or through an Affiliate thereof, at the time of such agreement by such Peso Revolving Credit Lender, can, on its own, make Peso Revolving Credit Loans to the Company or the Mexican Borrowers the interest payments with respect to which can be made free of withholding taxes, provided that the Mexican Borrowers shall not be liable to any Peso Revolving Credit Lender with respect to any Taxes imposed or levied by the applicable taxing authorities of Mexico at a rate in excess of payments to banks established pursuant to the laws of Mexico and authorized to engage in the business of banking by the Mexican competent authorities.

“Peso Revolving Credit Loan” has the meaning specified in Section 2.01(b).

“Peso Spot Rate” means, on any day, the rate at which Pesos may be exchanged into Dollars, at (i) the spot (same day) rate announced by the Mexican Administrative Agent and (A) quoted at 12:15 p.m. (Mexico City time) on Reuters Monitor Screen (Page MEX01, or any successor page for quoting such rate) on such day (or, if such day is not a Peso Business Day, on the immediately preceding Peso Business Day) or (B) if such rate is not so quoted on Reuters Monitor Screen for the relevant date of determination, then the rate as published by Banco de Mexico in the Diario Oficial de la Federacion to be in effect on such day (or, if such day is not a Peso Business Day, on the immediately preceding Peso Business Day) or (ii) if such rate is not so published or quoted as described in clause (i) for the relevant date of determination, the “Peso Spot Rate” shall be the rate of exchange at which in accordance with normal banking procedures the Mexican Administrative Agent could purchase Dollars for Pesos on a customary basis in the Mexican Administrative Agent’s Mexico City office at 11:00 a.m. (Mexico City time) on the date of such determination (or, if such day is not a Peso Business Day, on the immediately preceding Peso Business Day), and such determination shall be conclusive absent manifest error.

“Peso Swing Line Lender” means the bank or other financial institution agreed to between the Company and the Administrative Agent to be the provider of Peso Swing Line Loans, or any successor Peso swing line lender hereunder.

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“Peso Swing Line Loan” has the meaning specified in Section 2.04(a).

“Peso Swing Line Sublimit” means an amount equal to the lesser of (a) $5,000,000 and (b) the Peso Commitments. The Peso Swing Line Sublimit is a part of, and not in addition to, the Peso Commitments.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by the Company or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“Pledge Agreements” means, collectively, the Luxembourg Pledge Agreement and the Mexican Pledge Agreement.

“Pledged Debt” has the meaning specified in the Security Agreement.

“Pledged Equity” has the meaning specified in the Security Agreement.

“Pro Forma Basis”, “Pro Forma Compliance” and “Pro Forma Effect” means, for purposes of calculating compliance with any test or financial covenant under this Agreement in respect of any Specified Transaction, that such Specified Transaction (and all other Specified Transactions that have been consummated during the applicable period) and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of the permanent discontinuance of operations of a theater or a Disposition of all or substantially all Equity Interests in any Subsidiary of the Company or any division, product line, theater or other facility used for operations of the Company or any of its Subsidiaries, or the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, shall be excluded, and (ii) in the case of a Permitted Acquisition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, shall be included, (b) any retirement of Indebtedness, and (c) any Indebtedness incurred or assumed by the Company or any of its Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that the foregoing pro forma adjustments may be applied to any such test or financial covenant solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Company and its Restricted Subsidiaries and (z) factually supportable (provided that pro forma effect shall only be given to operating expense reductions or similar anticipated benefits from any Specified Transaction to the extent that such adjustments and the bases therefor are set forth in reasonable detail in a certificate of the Chief Financial Officer of the Company delivered to the Administrative Agent and dated the relevant date of determination and which certifies that the Company reasonably anticipates that such expense reductions or other benefits will be realized, or all necessary steps for the realization thereof taken, within six months following such date). For purposes of calculating compliance with the financial covenants set forth in Section 7.11 in respect of a Specified Transaction that occurs at

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any time prior to March 31, 2005, the applicable ratios that apply beginning with the fiscal quarter ending March 31, 2005 shall be deemed to apply as at the relevant date of determination.

“Pro Rata Share” means, with respect to each Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments of such Lender under the applicable Facility or Facilities at such time and the denominator of which is the amount of the Aggregate Commitments under the applicable Facility or Facilities at such time; provided that if such Commitments have been terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof. For purposes of this definition, the Closing Date Term Loans and the Delayed Draw Term Loans shall be considered to be separate Facilities.

“Purchase Agreements” means (i) the Stock Purchase Agreement dated as of June 18, 2004, among the Parent, Loews and the other Persons identified therein and (ii) the Purchase Agreement – Mexico dated as of June 18, 2004, among Loews and the other Persons identified therein.

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

“Qualifying IPO” means the issuance by the Parent, Holdings or the Company of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act of 1933 (whether alone or in connection with a secondary public offering).

“Register” has the meaning set forth in Section 10.07(c).

“Release” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment or within or upon any building, structure, facility or fixture.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings (with the aggregate Dollar Amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Term Commitments and (c) aggregate unused Revolving Credit Commitments; provided that the unused Term Commitment, unused Revolving Credit Commitment of, and the portion of the

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Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Required Revolving Lenders” means, as of any date of determination, Revolving Credit Lenders having more than 50% of the sum of the (a) aggregate Revolving Credit Exposure and (b) aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the aggregate Revolving Credit Exposure held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.

“Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer or assistant treasurer or other similar officer of a Loan Party and, as to any document delivered on the Closing Date, any vice president, secretary or assistant secretary. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of Holdings, the Company or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest or any SAR, or on account of any return of capital to Holdings or the Company’s stockholders, partners or members (or the equivalent Persons thereof).

“Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary.

“Revolving Commitment Increase” has the meaning set forth in Section 2.14.

“Revolving Commitment Increase Lender” has the meaning set forth in Section 2.14.

“Revolving Credit Borrowing” means a Dollar Revolving Credit Borrowing or a Peso Revolving Credit Borrowing.

“Revolving Credit Commitment” means, as to each Revolving Credit Lender (including Peso Revolving Credit Lenders), its obligation to (a) make Revolving Credit Loans to the Company or the Mexican Borrowers pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations, (c) purchase participations in Dollar Swing Line Loans, and (d) purchase participations in Peso Revolving Credit Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate Revolving Credit Commitments of all Revolving Credit Lenders shall be $100,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

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“Revolving Credit Commitment Fees” has the meaning specified in Section 2.09(a).

“Revolving Credit Commitment Period” means the period from and including the Closing Date to but not including the Maturity Date of the Revolving Credit Facility or any earlier date on which the Revolving Credit Commitments shall terminate as provided herein.

“Revolving Credit Exposure” means with respect to any Revolving Credit Lender at any time, the sum of (a) the aggregate principal amount at such time of all outstanding Dollar Revolving Credit Loans of such Lender, plus (b) such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus (c) such Lender’s Pro Rata Share of the Outstanding Amount of all Dollar Swing Line Loans, plus (d) such Lender’s Peso Exposure at such time.

“Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.

“Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment or any Revolving Credit Exposure at such time, in its capacity as such.

“Revolving Credit Loans” means the collective reference to the Dollar Revolving Credit Loans and the Peso Revolving Credit Loans.

“Revolving Credit Note” means a promissory note of a Borrower payable to any Revolving Credit Lender or its registered assigns evidencing the aggregate indebtedness of such Borrower to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender, in substantially the form of Exhibit C-2A (in the case of a promissory note evidencing a Dollar Revolving Credit Loan) or C-2B (in the case of a promissory note evidencing a Peso Revolving Credit Loan), as applicable.

“Revolving Dollar Lender” means each Revolving Credit Lender other than a Peso Revolving Credit Lender.

“Rollover Amount” has the meaning set forth in Section 7.19(b).

“Routine Communications” has the meaning set forth in Section 10.22.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

“SARs” means any stock appreciation rights or similar phantom stock rights.

“Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in Pesos, same day funds made available in Mexico.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

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“Secured Hedge Agreement” means any Swap Contract required or permitted under Article 6 or 7 that is entered into by and between any Loan Party and any Hedge Bank.

“Secured Obligations” has the meaning specified in the Security Agreement.

“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the Hedge Banks, any Affiliate of a Lender to whom Cash Management Obligations are owed, the Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(c).

“Security Agreement” means, collectively, the Security Agreement executed by the Loan Parties, substantially in the form of Exhibit G, together with each other security agreement supplement executed and delivered pursuant to Section 6.12.

“Security Agreement Supplement” has the meaning specified in the Security Agreement.

“Security Documents” means the Security Agreement and the Pledge Agreements.

“Sellers” means the Affiliates of Onex Corporation and Oaktree Capital Management, LLC and the other Persons identified as “Sellers” in the Purchase Agreements.

“Senior Subordinated Notes” means the $315,000,000 aggregate principal amount of the Company’s senior subordinated notes due 2014 issued in a public offering or in a Rule 144A or other private placement pursuant to the Senior Subordinated Notes Indenture.

“Senior Subordinated Notes Documents” means the Senior Subordinated Notes, the Senior Subordinated Notes Indenture, and all other documents executed and delivered with respect to the Senior Subordinated Notes or the Senior Subordinated Note Indenture.

“Senior Subordinated Notes Indenture” means the Indenture for the Senior Subordinated Notes, dated as of July 30, 2004.

“Solvent” and “Solvency” mean, (A) with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital or (B) with respect to a Person organized under the laws of Mexico, that on such determination date may not be deemed insolvent (incumplimiento generalizado en el pago de las obligaciones) under the Ley de Concursos Mercantiles of Mexico. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

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“SPC” has the meaning specified in Section 10.07(g).

“Specified 50/50 JVs” means each of (a) Megabox Cineplex, (b) Yelmo Cineplex, (c) Universal Cineplex Odeon Joint Venture, (d) Citywalk Big Screen Theatres Joint Venture, (e) Allied Crescent Advertising Company and (f) Loews Kaplan Cinema Associates Partnership; provided that if the Company shall cease to own, directly or indirectly, at least 50% of the Equity Interests in any such Joint Venture, such Joint Venture shall cease to constitute a Specified 50/50 JV.

“Specified Contribution Proceeds” means Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Cure Issuances) to the Equity Investors or to other Persons making additional equity investments together with the Equity Investors after the Closing Date to the extent that (1) such Net Cash Proceeds shall have been actually received by the Company or the applicable Restricted Subsidiary (including through capital contributions of such Net Cash Proceeds by Holdings to the Company or by the Company to such Restricted Subsidiary) and (2) not later than the date of the receipt thereof by the Company or the applicable Restricted Subsidiary are designated as such by the Company pursuant to a notice given to the Administrative Agent specifying the amount and intended uses thereof.

“Specified Deferred Revenue Contract” means each contract listed on Schedule 1.01F as in effect on the Closing Date.

“Specified Disposition” means a Disposition (in one or more related transactions) of (a) substantially all the assets of Grupo Cinemex or (b) all or substantially all of the Equity Interests of any of Grupo Cinemex (or any direct or indirect parent company of Grupo Cinemex whose only significant asset is its direct or indirect ownership of Equity Interests of Grupo Cinemex), Megabox Cineplex or Yelmo Cineplex owned directly or indirectly by the Company.

“Specified Equity Issuances” means the sale or issuance by Holdings, the Company or any of its Restricted Subsidiaries of any of its Equity Interests in a public offering or in a private placement or sale that is underwritten, managed, arranged, placed or initially purchased by an investment bank (it being understood that no Sponsor is an investment bank), which, for the avoidance of doubt, does not include any Permitted Cure Issuance or the sale or issuance of any such Equity Interests (a) to the Equity Investors, their Affiliates, related funds and limited partners, (b) to other Persons making additional equity investments together with the Equity Investors after the Closing Date, (c) the proceeds of which are used to fund Investments permitted by Section 7.02 or (d) issued as compensation to employees or consultants of Holdings, the Company or any of its Subsidiaries or to management of Holdings or any of its Subsidiaries in the ordinary course of business.

“Specified Excluded Proceeds” has the meaning set forth in the definition of the term Net Cash Proceeds.

“Specified Leases” means those leases listed on Schedule 1.01G.

“Specified Transaction” means any (a) permanent discontinuance of operations of a theater, (b) Disposition of all or substantially all the assets of or all the Equity Interests of any Subsidiary of the Company or of any division, product line, theater or other facility used for

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operations of the Company or any of its Subsidiaries, (c) Permitted Acquisition, (d) designation of any Restricted Subsidiary as an Unrestricted Subsidiary, or of any Unrestricted Subsidiary as a Restricted Subsidiary, in each case in accordance with Section 6.16 or (e) the proposed incurrence of Indebtedness in respect of which compliance with the financial covenants set forth in Section 7.11 is by the terms of this Agreement required to be calculated on a Pro Forma Basis.

“Sponsor Management Agreement” means the Management Agreement dated on or prior to the Closing Date, among the Sponsors and the Company, LCE Acquisition Corporation, LCE Holdco LLC, and LCE Holdings, Inc.

“Sponsor Termination Fees” means the one-time payment under the Sponsor Management Agreement of a termination fee to one or more of the Sponsors and their Affiliates in the event of either a Change of Control or the completion of a Qualifying IPO.

“Sponsors” means, collectively, Bain Capital Partners, LLC, TC Group, L.L.C. and Applegate and Collatus, Inc. and their respective Affiliates, but not including, however, any portfolio companies of any of the foregoing.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person; provided that, for so long as the Company does not beneficially own a majority of the voting Equity Interests in MJTJV, but MJTJV is accounted for on a consolidated basis with the Company in accordance with GAAP, MJTJV shall for purposes of this Agreement be a Subsidiary of the Company solely for purposes of calculating compliance with any test or financial covenant under this Agreement (including for purposes of determining the Applicable Rate).

“Subsidiary Guarantor” means, collectively, the Subsidiaries of the Company that are Guarantors.

“Subsidiary Guaranty” means, collectively, the Subsidiary Guaranty made by the Subsidiary Guarantors in favor of the Administrative Agent on behalf of the Lenders, substantially in the form of Exhibit F-2, together with each other guaranty and guaranty supplement delivered pursuant to Section 6.12.

“Supplemental Administrative Agent” has the meaning specified in Section 9.13 and “Supplemental Administrative Agents” shall have the corresponding meaning.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any

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combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Facility” means the revolving credit facility made available by the Swing Line Lenders pursuant to Section 2.04.

“Swing Line Lender” means the Dollar Swing Line Lender or the Peso Swing Line Lender, as the context may require.

“Swing Line Lenders” means the Dollar Swing Line Lender and the Peso Swing Line Lender.

“Swing Line Loan” means a Dollar Swing Line Loan or a Peso Swing Line Loan or a collective reference to Dollar Swing Line Loans and Peso Swing Line Loans, as the context may require.

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B-1 (in the case of a Dollar Swing Line Loan Notice) or Exhibit B-2 (in the case of a Peso Swing Line Loan Notice).

“Syndication Date” means the earlier of (i) August 4, 2004 and (ii) the date of completion of the primary syndication of the Facilities, as specified by the Arrangers in a written notice to the Company.

“Taxes” has the meaning specified in Section 3.01(a).

“Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type, and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01.

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“Term Commitment” means, a Closing Date Term Loan Commitment or a Delayed Draw Term Loan Commitment, as the context may require.

“Term Lender” means, at any time, any Lender that has a Term Commitment or a Term Loan at such time.

“Term Loan” has the meaning specified in Section 2.01(a).

“Term Note” means a promissory note of the Company payable to any Term Lender or its registered assigns, substantially in the form of Exhibit C-1 hereto, evidencing the aggregate indebtedness of the Company to such Term Lender resulting from Term Loans made by such Term Lender.

“Threshold Amount” means $20,000,000.

“TIIE Rate” means, for each Interest Period with respect to Peso Loans, the Tasa de Interés Interbancaria de Equilibrio (the Interbank Equilibrium Interest Rate) for Pesos for a period of twenty-eight (28) days published in the “Diario Oficial de la Federación” (Official Gazette of the Federation) and as replicated as set forth under the heading “TIIE” or its equivalent as published by Banco de México on its internet website page, http://www.banxico.org.mx/, or on the Reuters Screen MEX06 Page across from the caption (“TIIE”), in either case as of 2:00 p.m., Mexico City time, on the day that is one Peso Business Day prior to the commencement of the relevant Interest Period; provided, however, in the event of any discrepancy between the rate published in the Diario Oficial de la Federación and the rate published by the Banco de México on its internet website page or the Reuters Screen MEX06 Page on the day that is one Peso Business Day prior to the commencement of the relevant Interest Period, the rate published in the Diario Oficial de la Federación will govern, and provided, further, that if the rate is not published in the Diario Oficial de la Federación, rates replicated by the Banco de México on its internet website page or on the Reuters Screen MEX06 Page shall not be used.

If, for any Interest Period, the TIIE is not published in the Diario Oficial de la Federación by 11:00 a.m., Mexico City time, the Mexican Administrative Agent shall notify the relevant Mexican Borrower and shall instead determine TIIE on the second Peso Business Day prior to the commencement of the relevant Interest Period by calculating the arithmetic mean (rounded upward to the nearest five decimal places) of the quotations advised to Mexican Administrative Agent at approximately 11:00 a.m. of the mid-market cost of funds for Pesos for a period of twenty-eight (28) days by the Mexico City offices of five major banks in the Mexican interbank market selected by the Mexican Administrative Agent; provided that if fewer than two quotations are provided, the rate for that interest determination date will be determined by the Mexican Administrative Agent using a representative rate and the Mexican Administrative Agent shall advise the relevant Mexican Borrower in advance of its final determination.

“TIIE Rate Loan” means a Loan that bears interest based on the TIIE Rate.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

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“Transaction Documents” means the Purchase Agreements and all other material documents, instruments and certificates contemplated by the Purchase Agreements.

“Transactions” means, collectively, (a) the Equity Contributions, (b) the Acquisition, (c) the execution and delivery and performance by the Loan Parties of each Loan Document to which they are a party executed and delivered or to be executed and delivered on or prior to the Closing Date, and, in the case of the Company, the making of the initial Borrowings hereunder, (d) the execution, delivery and performance by the Loan Parties of the Senior Subordinated Notes Documents to which they are a party and, in the case of the Company, the issuance of the Senior Subordinated Notes, (e) the consummation of any other transactions in connection with the foregoing, and (f) the payment of the fees and expenses incurred in connection with any of the foregoing.

“Type” means, with respect to a Loan denominated in Dollars, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“Uniform Commercial Code” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(i).

“Unrestricted Cash” means any cash that is free and clear of all Liens (other than Liens pursuant to any Loan Document) and that would not be required to be classified as restricted cash on a balance sheet prepared in accordance with GAAP.

“Unrestricted Subsidiary” means (i) each Subsidiary of the Company listed on Schedule 1.01A and (ii) any Subsidiary of the Company designated by the board of directors of Holdings as an Unrestricted Subsidiary pursuant to Section 6.16 subsequent to the date hereof.

“U.S. Lender” has the meaning set forth in Section 10.15(b).

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness.

“wholly owned” means with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable law) are owned by such Person and/or by one ore more wholly owned Subsidiaries of such Person.

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“Working Capital” means, at any time, all Current Assets less all Current Liabilities.

“Yelmo Cineplex” means Yelmo Cineplex, S.L., a Spanish Joint Venture 50% of the Equity Interests in which are indirectly owned by the Company on the Closing Date, including any successor Person thereto.

Section 1.02. Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) (i) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(ii) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(iii) The term “including” is by way of example and not limitation.

(iv) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(c) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(d) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

Section 1.03. Accounting Terms. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

(b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Company or the Required Lenders shall so request, the Administrative Agent and the Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (ii) the Company shall provide to the Administrative Agent and the Lenders a written reconciliation in form and substance reasonably

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satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

Section 1.04. Rounding. Any financial ratios required to be maintained by the Company pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

Section 1.05. References to Agreements And Laws. Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are permitted by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

Section 1.06. Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). The phrase “(New York City time or Mexico City time, as applicable)” means New York City time in the case of any Loan denominated in Dollars or Mexico City time in the case of any Loan denominated in Pesos, as the case may be.

Section 1.07. Timing of Payment of Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day or Peso Business Day, as applicable, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day or Peso Business Day, as applicable.

Section 1.08. Currency Equivalents Generally. Any amount specified in this Agreement (other than in Articles 2, 9 and 10) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined at the rate of exchange quoted by Citibank, N.A. in New York, New York at the close of business on the Business Day immediately preceding any date of determination thereof, to prime banks in New York, New York for the spot purchase in the New York foreign exchange market of such amount in Dollars with such other currency; provided that (i) the determination of any Dollar Amount shall be made in accordance with Section 2.15 and (ii) no such currency translation shall have any effect on the obligation to pay any Obligation in the currency in which such Obligation was incurred.

Section 1.09. Change Of Currency. Each provision of this Agreement shall be subject to such reasonable changes of construction as the Mexican Administrative Agent may from time to time specify after consultation with the Company to be appropriate to reflect a change in currency of Mexico and any relevant market conventions or practices relating to the Peso or to such change in currency.

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Section 1.10. Directors; Board of Directors. All references herein to “directors” or “board of directors” shall be deemed to be a reference to a comparable governing body and the members or partners thereof in the case of any Person that is a limited liability company, limited partnership or other non-corporate Person.

Section 1.11. Specified Transactions. Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test or financial covenant contained in this Agreement (including for purposes of determining the Applicable Rate) with respect to any period during which any Specified Transaction occurs, the Consolidated Adjusted Leverage Ratio and the Consolidated Adjusted Interest Coverage Ratio shall be calculated with respect to such period and such Specified Transaction (and all other Specified Transactions that have been consummated during such period) on a Pro Forma Basis.

Section 1.12. Cumulative Growth Amount Transactions. If more than one action occurs on any given date the permissibility of the taking of which is determined hereunder by reference to the amount of the Cumulative Growth Amount immediately prior to the taking of such action, the permissibility of the taking of each such action shall be determined independently and in no event may any two or more of such actions be treated as occurring simultaneously.

Section 1.13. Borrowers. At any time prior to the date Grupo Cinemex or Cadena becomes a party to this Agreement pursuant to a joinder agreement entered into by either such Person in accordance with the terms hereof, all references herein to the “Borrowers” or to the “relevant Borrower” and phrases of similar import shall be deemed to refer solely to the Company. Prior to the joinder of Grupo Cinemex and/or Cadena as a party hereto in accordance with the terms hereof, all references herein to the “Mexican Borrowers” or the “relevant Mexican Borrower” and phrases of similar import shall be disregarded, except where the context clearly indicates otherwise (such as in Section 4.04). For greater certainty, prior to the effective time of such joinder of Grupo Cinemex or Cadena, as the case may be, no such Person shall be deemed to be a Loan Party for any purpose under this Agreement.

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ARTICLE 2

THE COMMITMENTS AND CREDIT EXTENSIONS

Section 2.01. The Loans. (a) The Term Borrowings. Subject to the terms and conditions set forth herein, (i) each Term Lender severally agrees to make to the Company on the Closing Date a single loan denominated in Dollars (each, a “Closing Date Term Loan” and, collectively, the “Closing Date Term Loans”) in a Dollar Amount equal to such Term Lender’s Closing Date Term Commitment and (ii) each Term Lender severally agrees to make to the Company on or prior to the Delayed Draw Termination Date a single loan denominated in Dollars (each, a “Delayed Draw Term Loan” and, collectively, the “Delayed Draw Term Loans”; the Delayed Draw Term Loans and the Closing Date Term Loans, collectively, the “Term Loans”) in a Dollar Amount equal to such Term Lender’s Delayed Draw Term Commitment. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurodollar Rate Loans.

(b) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, (i) each Revolving Credit Lender severally agrees to make loans to the Company denominated in Dollars (each such loan, a “Dollar Revolving Credit Loan”) from time to time, on any Business Day during the Revolving Credit Commitment Period, in an aggregate Dollar Amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment and (ii) each Peso Revolving Credit Lender severally agrees to make loans to the Company or either of the Mexican Borrowers denominated in Pesos (each such loan, a “Peso Revolving Credit Loan”) from time to time, on any Peso Business Day during the Revolving Credit Commitment Period, in an aggregate Dollar Amount not to exceed at any time outstanding the amount of such Peso Revolving Credit Lender’s Peso Commitment; provided that after giving effect to any Revolving Credit Borrowing, (i) the Revolving Credit Exposure of each Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, (ii) the aggregate Dollar Amount of outstanding Peso Revolving Credit Loans and outstanding Peso Swing Line Loans shall not exceed the Aggregate Peso Sublimit and (iii) the aggregate Dollar Amount of Revolving Credit Loans made on the Closing Date (not including the Existing Letters of Credit) shall not exceed $20,000,000. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Dollar Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein, and all Peso Revolving Credit Loans shall be TIIE Rate Loans.

Section 2.02. Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Rate Loans and TIIE Rate Loans shall be made upon the relevant Borrower’s irrevocable notice (i) in the case of Term Loans and Dollar Revolving Credit Loans, to the Administrative Agent and (ii) in the case of Peso Revolving Credit Loans, to the Mexican Administrative Agent, which may in each case be given by telephone. Each such notice must be (i) in the case of Term Loans and Dollar Revolving Credit Loans, received by the Administrative Agent not later than (x) 12:30 p.m. (New York City time) three (3) Business Days prior to the requested date of any Borrowing of, or continuation of, Eurodollar Rate Loans or any conversion of Base Rate Loans to Eurodollar

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Rate Loans, and (y) 10:00 a.m. (New York City time) on the requested date of any Borrowing of Base Rate Loans or (ii) in the case of Peso Revolving Credit Loans, received by the Mexican Administrative Agent not later than 11:00 a.m. (Mexico City time), three (3) Peso Business Days before the requested date of any Borrowing of Peso Revolving Credit Loans or the continuation of any TIIE Rate Loans. Each telephonic notice by the relevant Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent or the Mexican Administrative Agent, as applicable, of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of such Borrower. Any requested Borrowing of Delayed Draw Term Loans shall be in a principal amount of not less than $10,000,000. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing of, or continuation of, TIIE Rate Loans shall be in a principal amount of Ps.5,000,000 or a whole multiple of Ps.1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the relevant Borrower is requesting a Term Borrowing, a Dollar Revolving Credit Borrowing, a Peso Revolving Credit Borrowing, a conversion of Term Loans or Dollar Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Rate Loans or TIIE Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Peso Business Day, as applicable), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the currency in which the Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Term Loans or Dollar Revolving Credit Loans are to be converted, and (vi) if applicable, the duration of the Interest Period with respect thereto; provided that prior to the Syndication Date, the Company may only select 1-month Interest Periods for Term Loans and Dollar Revolving Credit Loans. If with respect to Loans denominated in Dollars the Company fails to specify a Type of Loan in a Committed Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Company requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. If no currency is specified, the requested Borrowing shall be in Dollars.

(b) Following receipt of a Committed Loan Notice, (i) with respect to a Term Loan or a Dollar Revolving Credit Loan, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Company, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.02(a) or (ii) with respect to a Peso Revolving Credit Loan, the Mexican Administrative Agent shall promptly notify each Peso Revolving Credit Lender of the amount of its Pro Rata Share of the Loan. In the case of each Borrowing denominated in Dollars, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than 1:00 p.m. (New York City time), on the Business Day specified in the applicable Committed Loan Notice. In the case of

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each Borrowing denominated in Pesos, each Peso Revolving Credit Lender shall make the amount of its Loan available to the Mexican Administrative Agent in Same Day Funds at the Mexican Administrative Agent’s Office not later than 1:00 p.m. (Mexico City time) on the Peso Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent or the Mexican Administrative Agent, as applicable, shall make all funds so received available to the relevant Borrower in like funds as received by the Administrative Agent or the Mexican Administrative Agent, as applicable, either by (i) crediting the account of such Borrower on the books of the Administrative Agent, with the amount of such funds or (ii) wire transfer of such funds or crediting to an account in Mexico specified by the relevant Mexican Borrower, in the case of a Borrowing denominated in Pesos, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent or the Mexican Administrative Agent, as applicable, by the relevant Borrower; provided that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the relevant Borrower, there are Swing Line Loans made to such Borrower or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, second, to the payment in full of any such Swing Line Loans, and third, to the relevant Borrower as provided above.

(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan unless the Company pays the amount due, if any, under Section 3.05 in connection therewith. During the existence of an Event of Default, the Administrative Agent or the Required Lenders may require that no Loans may be converted to or continued as Eurodollar Rate Loans.

(d) The Administrative Agent shall promptly notify the Company and the relevant Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate and the Mexican Administrative Agent shall notify the relevant Borrower and the Peso Revolving Credit Lenders of the interest rate applicable to any Interest Period for TIIE Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent and the determination of the TIIE Rate by the Mexican Administrative Agent shall each be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company and the relevant Lenders of any change in CNAI’s base rate used in determining the Base Rate promptly following the public announcement of such change.

(e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than twenty (20) Interest Periods in effect.

(f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

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Section 2.03. Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Company (or any Subsidiary of the Company so long as the Company is a joint and several co-applicant, and references to “the Company” in this Section 2.03 shall be deemed to include reference to such Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of such Lender would exceed such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which, in each case, the L/C Issuer in good faith deems material to it;

(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date;

(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such expiry date; or

(D) the issuance of such Letter of Credit would violate any Laws or one or more policies of the L/C Issuer.

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(iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Company. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 12:30 p.m. at least two (2) Business Days prior to the proposed issuance date or date of amendment, as the case may be, of any Letter of Credit, or such later date and time as the L/C Issuer may agree in a particular instance in its sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer may reasonably request. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may reasonably request.

(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company or enter into the applicable amendment, as the case may be. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit.

(iii) If the Company so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the L/C Issuer to prevent any such renewal at least once in each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve month period to be

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agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Company shall not be required to make a specific request to the L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that the L/C Issuer shall not permit any such renewal if (A) the L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Nonrenewal Notice Date (1) from the Administrative Agent that the Required Revolving Lenders have elected not to permit such renewal or (2) from the Administrative Agent, any Revolving Credit Lender or the Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied.

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c) Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify the Company and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (such date, an “Honor Date”), the Company shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing; provided that if such notice is not provided to the Company prior to such time on the Honor Date, then the Company shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on the next succeeding Business Day and such extension of time shall be reflected in computing fees in respect of any such Letter of Credit. If the Company fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Revolving Credit Lender’s Pro Rata Share thereof. In such event, the Company shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans but subject to the amount of the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly confirmed in writing; provided that the lack of such a prompt confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Revolving Credit Lender (including the Lender acting as L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the L/C Issuer, in Dollars, at the Administrative Agent’s Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount not

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later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Company in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Company shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest from the Honor Date, with such interest commencing to accrue at the Default Rate on the date on which the Company shall have become obligated to reimburse the L/C Issuer as provided in Section 2.03(c)(i). In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the L/C Issuer.

(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice ). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Company to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of the L/C Issuer submitted to

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any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

(d) Repayment of Participations. (i) If, at any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Company or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

(ii) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect.

(e) Obligations Absolute. The obligation of the Company to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that the Company may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to

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any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v) any exchange, release or nonperfection of any Collateral, or any release or amendment or waiver of or consent to departure from the Guaranty or any other guarantee, for all or any of the Obligations of the Company in respect of such Letter of Credit; or

(vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Company;

provided that the foregoing shall not excuse the L/C Issuer from liability to the Company to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are waived by the Company to the extent permitted by applicable law) suffered by the Company that are caused by the L/C Issuer’s gross negligence or willful misconduct when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The Company shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Company’s instructions or other irregularity, the Company will promptly notify the L/C Issuer. The Company shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f) Role of L/C Issuer. Each Lender and the Company agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Company may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Company, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Company which the Company proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful or

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grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g) Cash Collateral. Upon the request of the Administrative Agent, (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing and the conditions set forth in Section 4.02 to a Revolving Credit Borrowing cannot then be met, or (ii) if, as of the Letter of Credit Expiration Date, any Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, the Company shall promptly Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be). For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Company hereby grants to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, deposit accounts at the Administrative Agent or an Affiliate of the Administrative Agent. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Company will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at the Administrative Agent or an Affiliate of the Administrative Agent, as aforesaid, an amount equal to the excess of (a) such aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable law, to reimburse the L/C Issuer. To the extent the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Company.

(h) Applicability of ISP98 and UCP. Unless otherwise expressly agreed by the L/C Issuer and the Company when a Letter of Credit is issued, (i) the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce (the “ICC”) at the time of issuance shall apply to each commercial Letter of Credit.

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(i) Letter of Credit Fees. The Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share a Letter of Credit fee for each Letter of Credit issued for the account of the Company equal to the Applicable Rate times the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit). Such letter of credit fees shall be computed on a quarterly basis in arrears. Such letter of credit fees shall be due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(j) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Company shall pay directly to the L/C Issuer for its own account a fronting fee with respect to each Letter of Credit equal to 0.250% per annum of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit). Such fronting fees shall be computed on a quarterly basis in arrears. Such fronting fees shall be due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. In addition, the Company shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable within five (5) Business Days of demand and are nonrefundable.

(k) Conflict with Letter of Credit Application. In the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

(l) Existing Letters of Credit. Each Existing Letter of Credit shall be deemed to be issued hereunder as of the Closing Date and on and after the Closing Date shall constitute a Letter of Credit for all purposes hereof. Each Revolving Credit Lender severally agrees to participate in each Existing Letter of Credit in accordance with this Section 2.03.

Section 2.04. Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, (i) the Dollar Swing Line Lender agrees to make loans denominated in Dollars (each such loan, a “Dollar Swing Line Loan”) to the Company from time to time on any Business Day (other than the Closing Date) during the Revolving Credit Commitment Period in an aggregate amount not to exceed at any time outstanding the amount of the Dollar Swing Line Sublimit, notwithstanding the fact that such Dollar Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Loans and L/C Obligations and the Peso Exposure of the Lender acting as Dollar Swing Line Lender, may exceed the amount of such Lender’s Commitment and (ii) the Peso Swing Line Lender agrees to make loans denominated in Pesos (each such loan, a “Peso Swing Line Loan”) to the Company or either of the Mexican

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Borrowers from time to time on any Peso Business Day (other than the Closing Date) during the Revolving Credit Commitment Period in an aggregate amount not to exceed at any time outstanding the amount of the Peso Swing Line Sublimit, notwithstanding the fact that such Peso Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Loans and L/C Obligations and the Peso Exposure of the Lender acting as Peso Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided that after giving effect to any Swing Line Loan, (x) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Credit Commitment and (y) the aggregate Dollar Amount of outstanding Peso Revolving Credit Loans and outstanding Peso Swing Line Loans shall not exceed the Aggregate Peso Sublimit; provided further that neither the Company nor either Mexican Borrower shall use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Dollar Swing Line Loan shall be a Base Rate Loan, and each Peso Swing Line Loan shall be a Peso Base Rate Loan. Immediately upon the making of a Swing Line Loan, (i) in the case of any Dollar Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Dollar Swing Line Lender a risk participation in such Dollar Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Dollar Swing Line Loan and (ii) in the case of any Peso Swing Line Loan, each Peso Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Peso Swing Line Lender a risk participation in such Peso Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Peso Swing Line Loan.

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the relevant Borrower’s irrevocable notice (each such notice, a “Swing Line Notice”) (i) in the case of Dollar Swing Line Loans, to the Dollar Swing Line Lender and the Administrative Agent and (ii) in the case of Peso Swing Line Loans, to the Peso Swing Line Lender and the Mexican Administrative Agent which may in each case be given by telephone. Each Swing Line Notice must be received by the relevant Swing Line Lender and the Administrative Agent or the Mexican Administrative Agent, as the case may be, not later than 1:00 p.m. (New York City time or Mexico City time, as applicable) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 for a Dollar Swing Line Loan and Ps.500,000 for a Peso Swing Line Loan, and (ii) the requested borrowing date, which shall be a Business Day in the case of any request for a Dollar Swing Line Loan or a Peso Business Day in the case of any request for a Peso Swing Line Loan. Each such telephonic notice must be confirmed promptly by delivery to the relevant Swing Line Lender and the Administrative Agent or the Mexican Administrative Agent, as the case may be, of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the relevant Borrower. Promptly after receipt by any Swing Line Lender of any telephonic Swing Line Loan Notice, such Swing Line Lender will confirm with the Administrative Agent, in the case of the Dollar Swing Line Lender, or the Mexican Administrative Agent, in the case of the Peso Swing Line Lender (in each case by telephone or in writing) that the Administrative Agent or the Mexican Administrative Agent, as the case may be, has also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify the Administrative Agent or the Mexican Administrative Agent, as applicable (by telephone or in writing) of the contents thereof. Unless the relevant Swing Line Lender has received notice (by telephone or in writing) from (i) the Administrative

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Agent (including at the request of any Revolving Credit Lender), in the case of the Dollar Swing Line Lender, or (ii) the Mexican Administrative Agent (including at the request of any Peso Revolving Credit Lender, in each case prior to 2:00 p.m. (New York City time or Mexico City time, as applicable) on the date of the proposed Swing Line Borrowing (A) directing such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, such Swing Line Lender will, not later than 3:00 p.m. (New York City time or Mexico City time, as applicable) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the relevant Borrower.

(c) Refinancing of Swing Line Loans. (i) The Dollar Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Company (which hereby irrevocably authorizes the Dollar Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Pro Rata Share of the amount of Dollar Swing Line Loans then outstanding, and the Peso Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Company or the relevant Mexican Borrower (each of which hereby irrevocably authorizes the Peso Swing Line Lender to so request on its behalf), that each Peso Revolving Credit Lender make a Peso Base Rate Loan in an amount equal to such Lender’s Pro Rata Share of the amount of Peso Swing Line Loans then outstanding. Each such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02 (with the requirements therein applicable to Base Rate Loans being deemed applicable to Peso Base Rate Loans, except that applicable time references shall be deemed to refer to Mexico City times and except for other mutatis mutandis changes), without regard to the principal amount minimum and multiples specified therein, but subject there being unutilized Revolving Credit Commitments (and, in the case of any such notice relating to Peso Swing Line Loans, there being unutilized Peso Commitments) and the conditions set forth in Section 4.02. The relevant Swing Line Lender shall furnish the relevant Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent, in the case of any such notice relating to Dollar Swing Line Loans, or the Mexican Administrative Agent, in the case of any such notice relating to Peso Swing Line Loans. In the case of any such Committed Loan Notice relating to Dollar Swing Line Loans, each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds for the account of the Dollar Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. (New York City time) on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Company in such amount. In the case of any such Committed Loan Notice relating to Peso Swing Line Loans, each Peso Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Mexican Administrative Agent in Same Day Funds for the account of the Peso Swing Line Lender at the Mexican Administrative Agent’s Office not later than 1:00 p.m. (Mexico City time) on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Peso Revolving Credit Lender that so makes funds available shall be deemed to have made a Peso Base Rate Loan to

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the relevant Borrower in such amount. The Administrative Agent or the Mexican Administrative Agent, as the case may be, shall remit the funds so received to the relevant Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans or Peso Base Rate Loans, as the case may be, submitted by the relevant Swing Line Lender as set forth herein shall be deemed to be a request by such Swing Line Lender that each of the relevant Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each such Revolving Credit Lender’s payment to the Administrative Agent or the Mexican Administrative Agent, as the case may be, for the account of the relevant Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Revolving Credit Lender fails to make available to the Administrative Agent or the Mexican Administrative Agent, as the case may be, for the account of the relevant Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the relevant Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent or the Mexican Administrative Agent, as the case may be), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the relevant Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of the relevant Swing Line Lender submitted to any Lender (through the Administrative Agent or the Mexican Administrative Agent, as the case may be) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any Swing Line Lender, any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the relevant Borrower to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations. (i) At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the relevant Swing Line Lender receives any payment on account of such Swing Line Loan, such Swing Line Lender will distribute to such Lender its Pro Rata Share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by such Swing Line Lender.

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(ii) If any payment received by any Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by such Swing Line Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such Swing Line Lender in its discretion), each relevant Revolving Credit Lender shall pay to such Swing Line Lender its Pro Rata Share thereof on demand of the Administrative Agent or the Mexican Administrative Agent, as the case may be, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent or the Mexican Administrative Agent, as the case may be, will make such demand upon the request of the relevant Swing Line Lender.

(e) Interest for Account of Swing Line Lender. Each Swing Line Lender shall be responsible for invoicing the relevant Borrower for interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or Peso Base Rate Loan, as the case may be, or risk participation pursuant to this Section 2.04 to refinance such Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the relevant Swing Line Lender.

(f) Payments Directly to Swing Line Lender. The relevant Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the relevant Swing Line Lender.

Section 2.05. Prepayments. (a) Optional. (i) Any Borrower may, upon notice to the Administrative Agent (in the case of Term Loans and Dollar Revolving Credit Loans) or the Mexican Administrative Agent (in the case of Peso Revolving Credit Loans), at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by (x) the Administrative Agent not later than 12:30 p.m. (New York City time) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or (y) the Mexican Administrative Agent not later than 11:00 a.m. (Mexico City time), three (3) Peso Business Days prior to the date of any prepayment of TIIE Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (4) any prepayment of a TIIE Rate Loan shall be in a principal amount of Ps.5,000,000 or a whole multiple of Ps.1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent or the Mexican Administrative Agent, as applicable, will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or a TIIE Rate Loan shall be accompanied by all accrued interest thereon, together, if applicable, with any additional amounts required pursuant to Section 3.05. Each prepayment of principal of, and interest on, Peso Revolving Credit Loans shall be made in Pesos. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares.

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(ii) The Company may, upon notice to the relevant Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the relevant Swing Line Lender and the Administrative Agent or the Mexican Administrative Agent, as the case may be, not later than 1:00 p.m. (New York City time or Mexico City time, as applicable) on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 in the case of a Dollar Swing Line Loan or Ps.500,000 in the case of a Peso Swing Line Loan. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(iii) Notwithstanding anything to the contrary contained in this Agreement, the relevant Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

(iv) Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied in direct order of maturity to principal installments of the Term Loans.

(b) Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Company shall cause to be prepaid an aggregate Dollar Amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2005) minus (B) any voluntary prepayments of Term Loans during such fiscal year; provided that such percentage shall be reduced to (x) 25% if the Consolidated Adjusted Leverage Ratio as of the last day of the immediately preceding fiscal year was less than 5.50:1 and (y) 0% if the Consolidated Adjusted Leverage Ratio as of the last day of the immediately preceding fiscal year was less than 5.0:1.

(ii) (A) If (x) Holdings, the Company or any of its Restricted Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition by any Restricted Subsidiary that is not a Loan Party to a Loan Party), (e), (f) (to the extent the property subject to the sale-leaseback transaction is acquired by the Company or any Restricted Subsidiary after the Closing Date and such sale-leaseback transaction is effected within two hundred and seventy (270) days after such acquisition thereof), (g), (h), (i), (j) or (l)) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by Holdings, the Company or such Restricted Subsidiary of Net Cash Proceeds, the Company shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate Dollar Amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) if, on or prior to such date, the Company shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net

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Cash Proceeds in accordance with Section 2.05(b)(ii)(B) (which election may only be made if no Event of Default has occurred and is then continuing);

(B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)) or any Casualty Event, at the option of the Company, and so long as no Event of Default shall have occurred and be continuing, the Company may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within (x) three hundred and sixty-five (365) days of the receipt of such Net Cash Proceeds or (y) if the Company enters into a contract to reinvest such Net Cash Proceeds within three hundred and sixty-five (365) days of the receipt thereof, within one hundred and eighty (180) days of the date of such contract; provided that if any Net Cash Proceeds are no longer intended to be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Cash Proceeds shall be applied within five (5) Business Days after such Net Cash Proceeds are no longer intended to be so reinvested to the prepayment of the Term Loans as set forth in this Section 2.05.

(iii) On or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds, the Company shall cause to be prepaid an aggregate Dollar Amount of Term Loans in an amount equal to 50% of all Net Cash Proceeds received from any Specified Equity Issuance; provided that such percentage shall be reduced to 0% if the Consolidated Adjusted Leverage Ratio as of the last day of the prior fiscal quarter was less than 5.50:1.

(iv) If Holdings, the Company or any of its Restricted Subsidiaries incurs or issues (A) any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03 or (B) Indebtedness permitted to be incurred under Section 7.03(b)(vi) at any time after any Delayed Draw Term Loans have been made, the Company shall cause to be prepaid an aggregate Dollar Amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom (or, in the case of any prepayment required pursuant to clause (iv)(B), such lesser amount as is equal to the aggregate principal amount of all Delayed Draw Term Loans theretofore made) on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds; provided that such percentage shall be reduced to 50% if the Consolidated Adjusted Leverage Ratio as of the last day of the prior fiscal quarter was less than 5.50:1.

(v) If for any reason the aggregate Revolving Credit Exposure at any time exceeds the aggregate Revolving Credit Commitments then in effect (other than as a result of the determination of the Dollar Amount pursuant to Section 2.15, in which case the provisions of Section 2.15(b) shall apply), the Company shall promptly prepay Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Revolving Credit Exposure exceeds the aggregate Revolving Credit Commitments then

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in effect. If at any time Holdings ceases to own, directly or indirectly, beneficially and of record, more than 50% of the issued and outstanding common stock or other common Equity Interests having ordinary voting power of each of the Mexican Borrowers, (i) the Mexican Borrowers shall immediately cease to be permitted to request Peso Revolving Credit Loans (and thereafter all Revolving Credit Loans shall be Dollar Revolving Credit Loans) and (ii) the Mexican Borrowers shall promptly (and in any event within one Peso Business Day) prepay all outstanding Peso Revolving Credit Loans made to it, together with accrued interest thereon.

(vi) Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied, first, in direct order of maturities, to any principal repayment installments of the Term Loans that are due within twelve (12) months after the date of such prepayment, and second, on a pro-rata basis, to the other principal repayment installments of the Term Loans; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares (prior to giving effect to any rejection by any Term Lender of any such prepayment pursuant to clause (vii) below), subject to clause (vii) of this Section 2.05(b).

(vii) The Company shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Company’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Any Term Lender (a “Declining Lender”, and any Term Lender which is not a Declining Lender, an “Accepting Lender”) may elect, by delivering, not less than one (1) Business Day prior to the proposed prepayment date, a written notice that any mandatory prepayment otherwise required to be made with respect to the Term Loans held by such Term Lender pursuant to clauses (i) through (iv) of this Section 2.05(b) not be made, in which event the portion of such prepayment which would otherwise have been applied to the Term Loans of the Declining Lenders shall instead be retained by the Company.

(viii) Funding Losses, Etc. All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurodollar Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provisions of Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 2.05(b), other than on the last day of the Interest Period therefor, the Company may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Company or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b). Upon the occurrence and during the continuance of any Event of Default, the Administrative

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Agent shall also be authorized (without any further action by or notice to or from the Company or any other Loan Party) to apply such amount to the prepayment of the relevant outstanding Loans in accordance with this Section 2.05(b).

Section 2.06. Termination or Reduction of Commitments. (a) Optional. The Company may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $500,000 or any whole multiple of $100,000 in excess thereof and (iii) if, after giving effect to any reduction of the Commitments, the Aggregate Peso Sublimit, the Letter of Credit Sublimit, or the Swing Line Sublimit exceeds the amount of the Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not be applied to the Aggregate Peso Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Notwithstanding the foregoing, the Company may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or otherwise shall be delayed.

(b) Mandatory. The Closing Date Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 at 5:00 p.m., New York City time, on the Closing Date, and the Delayed Draw Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 at the earlier to occur of (i) 5:00 p.m., New York City time, on the Delayed Draw Termination Date and (ii) the making of any Delayed Draw Term Loans hereunder.

(c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of unused portions of the Letter of Credit Sublimit, or the unused Commitments of any Class under this Section 2.06. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 3.07). All commitment fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Section 2.07. Repayment of Loans. (a) Term Loans. The Company shall repay to the Administrative Agent for the ratable account of the Term Lenders the aggregate Dollar Amount of all Term Loans outstanding in consecutive quarterly installments as follows (which installments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05):

Date	Aggregate Term Loan Principal Amortization Payment
December 31, 2004	$	1,575,000

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Date	Aggregate Term Loan Principal Amortization Payment
March 31, 2005	$	1,575,000
June 30, 2005	$	1,575,000
September 30, 2005	$	1,575,000
December 31, 2005	$	1,575,000
March 31, 2006	$	1,575,000
June 30, 2006	$	1,575,000
September 30, 2006	$	1,575,000
December 31, 2006	$	1,575,000
March 31, 2007	$	1,575,000
June 30, 2007	$	1,575,000
September 30, 2007	$	1,575,000
December 31, 2007	$	1,575,000
March 31, 2008	$	1,575,000
June 30, 2008	$	1,575,000
September 30, 2008	$	1,575,000
December 31, 2008	$	1,575,000
March 31, 2009	$	1,575,000
June 30, 2009	$	1,575,000
September 30, 2009	$	1,575,000
December 31, 2009	$	1,575,000
March 31, 2010	$	1,575,000
June 30, 2010	$	1,575,000
September 30, 2010	$	1,575,000
December 31, 2010	$	1,575,000
March 31, 2011	$	1,575,000
June 30, 2011	$	589,050,000

provided that (i) in the event that any Delayed Draw Term Loans are made, the principal amount payable in respect of Term Loans on each installment date that falls after the date on which such Delayed Draw Term Loans are made (such date, the “Delayed Draw Date”) shall be increased by an amount equal to the product of (x) the aggregate amount of all Delayed Draw Term Loans that are made on the Delayed Draw Date and (y) a fraction (expressed as a decimal), the numerator of which is the amount of the installment set forth above for such installment date in the schedule above and the denominator of which is the aggregate principal amount of all installments set forth in such schedule in respect of all installment dates that occur after the Delayed Draw Date and (ii) the final principal repayment installment of the Term Loans shall be repaid on the Maturity Date of the Term Loan Facility and in any event shall be in an amount equal to the aggregate principal amount of all Term Loans outstanding on such date.

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(b) Revolving Credit Loans. Each Borrower shall repay to the Administrative Agent (in the case of Dollar Revolving Credit Loans) or the Mexican Administrative Agent (in the case of Peso Revolving Credit Loans), as applicable, for the ratable account of the applicable Revolving Credit Lenders on the Maturity Date of the Revolving Credit Facility the aggregate principal amount of all of its Revolving Credit Loans outstanding on such date.

(c) Swing Line Loans. The Company shall repay its Swing Line Loans on the earlier to occur of (i) the date five (5) Business Days after such Loan is made and (ii) the Maturity Date.

Section 2.08. Interest. (a) Subject to the provisions of Section 2.08(b), (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; (iii) each TIIE Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the TIIE Rate for such Interest Period plus the Applicable Rate; (iv) each Dollar Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Credit Loans and (v) each Peso Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Peso Base Rate.

(b) While any Event of Default set forth in Section 8.01(a) or (f) exists, each Borrower shall pay interest on past due amounts at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

Section 2.09. Fees. In addition to certain fees described in Sections 2.03(i) and (j):

(a) Revolving Credit Commitment Fee. The Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee (each, a “Revolving Credit Commitment Fee” and, collectively, the “Revolving Credit Commitment Fees”) equal to the Applicable Rate times the actual daily amount by which the aggregate Revolving Credit Commitments exceed the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; provided that any Revolving Credit Commitment Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as such Lender shall be a Defaulting Lender except to the extent that such Revolving Credit Commitment Fee shall otherwise have been due and payable by the Company prior to such time; and provided further that no Revolving Credit Commitment Fee shall accrue

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on the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Revolving Credit Commitment Fees shall accrue at all times from the date hereof until the Maturity Date of the Revolving Credit Facility, including at any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date of the Revolving Credit Facility. The Revolving Credit Commitment Fees shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(b) Delayed Draw Commitment Fee. The Company shall pay to the Administrative Agent for the account of each Term Lender with a Delayed Draw Term Commitment in accordance with its Pro Rata Share, a commitment fee (each, a “Delayed Draw Commitment Fee” and, collectively, the “Delayed Draw Commitment Fees”) equal to 0.50% per annum times the actual daily amount of the aggregate unused Delayed Draw Term Commitments; provided that any Delayed Draw Commitment Fee accrued with respect to the Delayed Draw Term Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as such Lender shall be a Defaulting Lender except to the extent that such Delayed Draw Commitment Fee shall otherwise have been due and payable by the Company prior to such time; and provided further that no Delayed Draw Commitment Fee shall accrue on the Delayed Draw Term Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Delayed Draw Commitment Fees shall accrue at all times from the date hereof until the Delayed Draw Termination Date, including at any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Delayed Draw Termination Date.

(c) Other Fees. The Company shall pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

Section 2.10. Computation of Interest and Fees. All computations of interest for Base Rate Loans when the Base Rate is determined by reference to CNAI’s “base rate” and for Peso Base Rate Loans shall be made on the basis of a year of three hundred and sixty-five (365) or three hundred and sixty-six (366) days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a three hundred and sixty-five (365) day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

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Section 2.11. Evidence of Indebtedness. (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as agent for the Borrowers, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit, Swing Line Loans and Peso Revolving Credit Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Sections 2.11(a) and (b), and by each Lender in its account or accounts pursuant to Sections 2.11(a) and (b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrowers under this Agreement and the other Loan Documents.

Section 2.12. Payments Generally. (a) All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in Pesos, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. (New York City time) on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in Pesos shall be made to the Mexican Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Mexican

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Administrative Agent’s Office in Pesos and in Same Day Funds not later than 2:00 p.m. (Mexico City time) on the date specified herein. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in Pesos, the relevant Borrower shall make such payment in Dollars in the Dollar Amount (determined on the date of such payment) of the Peso payment amount. The Administrative Agent or the Mexican Administrative Agent, as applicable will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent or the Mexican Administrative Agent, as applicable, after 2:00 p.m. (New York City time, or Mexico City time, as the case may be) shall in each case be deemed received on the next succeeding Business Day or Peso Business Day, as the case may be and any applicable interest or fee shall continue to accrue.

(b) If any payment to be made by the Borrowers shall come due on a day other than a Business Day or a Peso Business Day, as applicable, payment shall be made on the next following Business Day or Peso Business Day, as applicable, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurodollar Rate Loans or TIIE Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day or Peso Business Day, as applicable.

(c) Unless any Borrower or any Lender has notified the Administrative Agent or the Mexican Administrative Agent, as applicable, prior to the date any payment is required to be made by it to the Administrative Agent or the Mexican Administrative Agent, as applicable, hereunder, that such Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent or the Mexican Administrative Agent, as applicable, may assume that such Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent or the Mexican Administrative Agent, as applicable, in Same Day Funds, then:

(i) if any Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent or the Mexican Administrative Agent, as applicable, the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent or the Mexican Administrative Agent, as applicable, to such Lender to the date such amount is repaid to the Administrative Agent or the Mexican Administrative Agent, as applicable, in Same Day Funds at the applicable Overnight Rate from time to time in effect; and

(ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent or the Mexican Administrative Agent, as applicable, the amount thereof in Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent or the Mexican Administrative Agent, as applicable, to the relevant Borrower to the date such amount is recovered by the Administrative Agent or the Mexican Administrative Agent,

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as applicable (the “Compensation Period”), at a rate per annum equal to the applicable Overnight Rate from time to time in effect. When such Lender makes payment to the Administrative Agent or the Mexican Administrative Agent, as applicable (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s or Mexican Administrative Agent’s demand therefor, the Administrative Agent or the Mexican Administrative Agent, as applicable, may make a demand therefor upon the relevant Borrower, and the relevant Borrower shall pay such amount to the Administrative Agent or the Mexican Administrative Agent, as applicable, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent, Mexican Administrative Agent or any Borrower may have against any Lender as a result of any default by such Lender hereunder.

A notice of the Administrative Agent or Mexican Administrative Agent, as applicable, to any Lender or the relevant Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error.

(d) If any Lender makes available to the Administrative Agent or Mexican Administrative Agent, as applicable, funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article 2, and such funds are not made available to the relevant Borrower by the Administrative Agent or Mexican Administrative Agent, as applicable, because the conditions to the applicable Credit Extension set forth in Article 4 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent or Mexican Administrative Agent, as applicable, shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(e) The obligations of the relevant Lenders hereunder to make Loans and to fund participations in Letters of Credit, Swing Line Loans and Peso Revolving Credit Loans are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation.

(f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(g) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.04. If the Administrative Agent receives funds for application to the Obligations of

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the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans outstanding at such time and (b) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender. The provisions of this Section 2.12(g) shall apply mutatis mutandis to any such payments received by the Mexican Administrative Agent.

Section 2.13. Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations or in Swing Line Loans or in Peso Revolving Credit Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations, Swing Line Loans or in Peso Revolving Credit Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Section 2.14. Incremental Credit Extensions. The Company may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches of Dollar denominated term loans (the “Incremental Term Loans”) or (b) one or more increases in the amount of the Revolving Credit Commitments relating to Dollar denominated loans to be made available to the Company (each such increase, a “Revolving

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Commitment Increase”), provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and the Company shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the last day of the most recently ended fiscal quarter of the Company as if such Incremental Term Loans had been outstanding on the last day of such fiscal quarter of the Company for testing compliance therewith. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $25,000,000 (provided that (i) with respect to any tranche of Incremental Term Loans that will not be incorporated into a tranche of existing Term Loans, such amount may not be less than $50,000,000 and (ii) such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases shall not exceed $200,000,000. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loan Facility (but may have nominal amortization prior to such date) and (c) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the Term Loans (in each case, including with respect to mandatory and voluntary prepayments), provided that (i) the terms and conditions applicable to Incremental Term Loans maturing after the Maturity Date with respect to the Term Loan Facility may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date with respect to the Term Loan Facility and (ii) the Incremental Term Loans may be priced differently than the Term Loans. Each notice from the Company pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (and each existing Term Lender will have the right to make a portion of any Incremental Term Loan, and each existing Revolving Credit Lender will have the right to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent); provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increase if such consent would be required under Section 10.07(a) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender. Each existing Lender shall, by notice to the Company and the Administrative Agent given not later than 10 days after the date of the Administrative Agent’s notice delivered pursuant to the first sentence of this paragraph, either agree to make a portion of any Incremental Term Loan or provide a portion of any Revolving Commitment Increase, or decline to do so (and any existing Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to do so). In the event that, on the 10th day after the Administrative Agent shall have delivered the notice pursuant to the first sentence of this paragraph, the existing Lenders shall have agreed pursuant to the preceding sentence to make Incremental Term Loans or to provide any Revolving Commitment Increase, as applicable, in an aggregate amount less than the amount requested by the Company, the Incremental Term Loans may be made, and any Revolving Commitment Increase may be

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provided, by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increase if such consent would be required under Section 10.07(a) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Company, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the Closing Date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. Subject to the minimum principal amount requirements specified above in this Section 2.14, no more than eight Incremental Facility Closing Dates may be selected by the Company. The Company will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section, (a) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this

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Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

This Section 2.14 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Section 2.15. Currency Equivalents. (a) The Administrative Agent, in consultation with the Mexican Administrative Agent, shall determine the Dollar Amount of each Peso Revolving Credit Loan as of the first day of each Interest Period applicable thereto and shall promptly notify the relevant Borrower and the Lenders of each Dollar Amount so determined by it. Except as otherwise expressly provided for in this Agreement, each such determination shall be based on the Peso Spot Rate (x) on the date of the related Committed Loan Notice for purposes of the initial such determination for any Peso Revolving Credit Loan and (y) on the fourth Business Day prior to the date as of which such Dollar Amount is to be determined, for purposes of any subsequent determination.

(b) If after giving effect to any such determination of a Dollar Amount, (i) the aggregate Revolving Credit Exposure exceeds the aggregate Revolving Credit Commitments or (ii) the aggregate Dollar Amount of Peso Revolving Credit Loans exceeds 105% of the Aggregate Peso Sublimit, the Company shall, within five (5) Business Days of receipt of notice thereof from the Administrative Agent setting forth such calculation in reasonable detail, prepay outstanding Revolving Credit Loans (as selected by the Company and notified to the Lenders through the Administrative Agent not less than three (3) Business Days prior to the date of prepayment) or take other action (including, in the Company’s discretion, cash collateralization of L/C Obligations or Peso Revolving Credit Loans in amounts from time to time equal to such excess) to the extent necessary to eliminate any such excess.

Section 2.16. Provisions Relating to Peso Revolving Credit Loans. (a) At any time (i) after the occurrence and during the continuance of any Default or Event of Default, the Administrative Agent may (and, upon the request of any Peso Revolving Credit Lender, shall), or (ii) upon the replacement of any Peso Revolving Credit Loan with a Dollar Revolving Credit Loan pursuant to this Section the Administrative Agent shall, demand that each Revolving Dollar Lender pay in Dollars to the Administrative Agent, for the account of the Peso Revolving Credit Lenders, in the manner provided in clause (b) below, such Revolving Dollar Lender’s Pro Rata Share of the Dollar Amount (utilizing, with respect to each Peso Revolving Credit Loan, the Peso Spot Rate on the date of such demand) of the Aggregate Peso Exposure and related accrued but unpaid interest at such time, which demand shall be made through the Administrative Agent, shall be in writing and shall specify the outstanding principal amount and interest of Peso Revolving Credit Loans.

(b) Each demand referred to in clause (a) above shall be delivered to each Revolving Dollar Lender, together with a statement prepared by the Mexican Administrative Agent setting forth in reasonable detail the Aggregate Peso Exposure and Dollar Amount thereof (utilizing, with respect to each Peso Revolving Credit Loan, the Peso Spot Rate on the date of such demand), and whether or not the conditions set forth in Section 4.02 or 2.01(b) shall be satisfied (which conditions the Revolving Credit Lenders hereby irrevocably waive), each Revolving Dollar Lender shall, before 11:00 a.m. (New York City time) on the Business Day next succeeding the date of such Revolving Dollar Lender’s receipt of such demand, make available

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to the Administrative Agent, in immediately available funds in Dollars for the account of each Peso Revolving Credit Lender, its Pro Rata Share of the Dollar Amount (utilizing, with respect to each Peso Revolving Credit Loan, the Peso Spot Rate on the date of such demand) of the Aggregate Peso Exposure and related accrued but unpaid interest at such time (with respect to each such Revolving Dollar Lender, its “Dollar Portion”). Upon such payment by a Revolving Dollar Lender, such Revolving Dollar Lender shall, except as provided in clause (c) below, be deemed to have made a Dollar Revolving Credit Loan to the Company in the principal amount of such payment and bearing interest at the Base Rate. The Administrative Agent shall forward such payments by the Revolving Dollar Lenders (or cause such payments to be forwarded) to the Peso Revolving Credit Lenders according to their respective Peso Commitments. To the extent that any Revolving Dollar Lender fails to make its Dollar Portion available to the Administrative Agent for the accounts of the Peso Revolving Credit Lenders, the Company agrees to pay such Dollar Portion on demand in immediately available funds in Dollars for the benefit of the Peso Revolving Credit Lenders (as payment for the Peso Revolving Credit Loans). As of the date of any such demand, the Peso Revolving Credit Loans (together with any interest then accrued thereon) shall, immediately and without further action, become due and payable and, to the extent not otherwise repaid pursuant to this clause (b), the Company agrees, as a separate and independent obligation, to pay to the Administrative Agent, for the account of any Peso Revolving Credit Lender entitled thereto, any amounts to which any Peso Revolving Credit Lender may be entitled pursuant to Sections 10.05 and 10.19 and which shall not otherwise have been repaid by the Revolving Dollar Lenders pursuant to this Section 2.16.

(c) Upon the occurrence of an Event of Default under Section 8.01(f) or (g), the Peso Revolving Credit Loans shall automatically, immediately, and without notice of any kind, convert to Dollar Revolving Credit Loans (based upon the Dollar Amount (utilizing, with respect to each Peso Revolving Credit Loan, the Peso Spot Rate on the date of the occurrence of such Event of Default) of the Aggregate Peso Exposure at the time of the occurrence of such Event of Default) and bearing interest at the rate applicable to Dollar Revolving Credit Loans bearing interest based on the Base Rate, whereupon each Revolving Dollar Lender shall acquire, without recourse or warranty, an undivided participation in each Peso Revolving Credit Loan otherwise required to be repaid by such Revolving Dollar Lender pursuant to clause (b) above, which participation shall be in a principal amount equal to such Revolving Dollar Lender’s Dollar Portion by paying to the Administrative Agent for the benefit of the Peso Revolving Credit Lenders on the date on which such Revolving Dollar Lender would otherwise have been required to make a payment in respect of such Peso Revolving Credit Loan pursuant to clause (b) above, in immediately available funds in Dollars, an amount equal to such Revolving Credit Lender’s Dollar Portion. Subject to clause (e) below, if all or part of such amount is not in fact made available by such Revolving Dollar Lender to the Administrative Agent on such date, the Peso Revolving Credit Lenders shall be entitled to recover any such unpaid amount on demand from such Revolving Dollar Lender together with interest accrued from such date at the Base Rate. As of the date of any such Event of Default under Section 8.01(f) or (g), all Peso Revolving Credit Loans (together with any interest then accrued thereon) shall, immediately and without further action, become due and payable and, to the extent not otherwise repaid hereunder, the Company agrees, as a separate and independent obligation, to pay to the Administrative Agent, for the account of any Peso Revolving Credit Lender entitled thereto, any amounts to which any Peso Revolving Credit Lender may be entitled to pursuant to Sections 10.05 and 10.19 and which shall not otherwise have been repaid by the Revolving Dollar Lenders pursuant to this Section 2.16.

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(d) From and after the date on which any Revolving Credit Lender (i) is deemed to have made a Dollar Revolving Credit Loan pursuant to clause (b) above with respect to any Peso Revolving Credit Loan or (ii) purchases an undivided participation interest in a Peso Revolving Credit Loan pursuant to clause (c) above, the Administrative Agent and the Peso Revolving Credit Lenders shall promptly distribute to such Dollar Revolving Credit Lender such Revolving Dollar Lender’s Pro Rata Share of all payments of principal amount and interest received by the Administrative Agent or the Peso Revolving Credit Lenders on account of such Peso Revolving Credit Loan in excess of those amounts the Peso Revolving Credit Lender was entitled to receive pursuant to clause (b) or (c) above.

(e) Notwithstanding the foregoing, a Revolving Dollar Lender shall not have any obligation to acquire a participation in a Peso Revolving Credit Loan pursuant to the foregoing paragraphs if a Default or Event of Default shall have occurred and be continuing at the time such Peso Revolving Credit Loan was made and such Revolving Dollar Lender shall have notified the Peso Revolving Credit Lenders in writing prior to the time such Peso Revolving Credit Loan was made, that such Default or Event of Default has occurred and that such Revolving Dollar Lender will not acquire participations in Peso Revolving Credit Loans made while such Default or Event of Default is continuing.

ARTICLE 3

TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY

Section 3.01. Taxes. (a) Except as provided in this Section 3.01, any and all payments by or on account of any obligation of any Borrower to or for the account of any Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities (including additions to tax, penalties and interest) with respect thereto, excluding, in the case of each Agent and each Lender, taxes imposed on or measured by its net income (including branch profits), and franchise (and similar) taxes imposed on it in lieu of net income taxes, by the jurisdiction (or any political subdivision thereof) under the Laws of which such Agent or such Lender, as the case may be, is organized or maintains the applicable Lending Office, and all liabilities (including additions to tax, penalties and interest) with respect thereto (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If any Borrower shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under any Loan Document to any Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.01), each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions, (iii) such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within sixty (60) days after the date of such payment,

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such Borrower shall furnish to such Agent or Lender (as the case may be) the original or a certified copy of a receipt evidencing payment thereof to the extent such a receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent.

(b) In addition, each Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise, property, intangible or mortgage recording taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter referred to as “Other Taxes”).

(c) Each Borrower agrees to indemnify each Agent and each Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 3.01) paid by such Agent and such Lender, and (ii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided such Agent or Lender, as the case may be, provides such Borrower with a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts. Payment under this Section 3.01(c) shall be made within thirty (30) days after the date such Lender or such Agent makes a demand therefor.

(d) No Borrower shall be required pursuant to this Section 3.01 to pay any additional amount to, or to indemnify, any Lender or Agent, as the case may be, to the extent that such Lender or such Agent becomes subject to Taxes subsequent to the Closing Date (or, if later, the date such Lender or Agent becomes a party to this Agreement) as a result of a change in the place of organization of such Lender or Agent or a change in the lending office of such Lender, except to the extent that any such change is requested or required in writing by any Borrower (and provided that nothing in this clause (d) shall be construed as relieving any Borrower from any obligation to make such payments or indemnification in the event of a change in lending office or place of organization that precedes a change in Law to the extent such Taxes result from a change in Law).

(e) Neither of the Mexican Borrowers shall be required pursuant to this Section 3.01 to pay any additional amount, or to indemnify, any Peso Revolving Credit Lender, in excess of the additional amounts that would have been payable if the Peso Revolving Credit Lender was a bank established pursuant to the Laws of Mexico, licensed to engage in the business of banking in Mexico by the Ministry of Finance and Public Credit of Mexico and acting through an office or branch located in Mexico.

(f) Notwithstanding anything in this Agreement to the contrary, if a Lender or an Agent is subject to United States withholding tax at a rate in excess of zero percent at the time such Lender or such Agent, as the case may be, first becomes a party to this Agreement, withholding tax at such rate shall be considered excluded from Taxes unless and until such Lender or Agent, as the case may be, provides the appropriate forms certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes for periods governed by such forms; provided that, if at the date of the Assignment and

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Acceptance pursuant to which a Lender becomes a party to this Agreement, the Lender assignor was entitled to payments under clause (a) of this Section 3.01 in respect of United States withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) United States withholding tax, if any, applicable with respect to the Lender assignee on such date.

(g) If any Lender or Agent shall become aware that it is entitled to receive a refund in respect of amounts paid by any Borrower pursuant to this Section 3.01, which refund in the good faith judgment of such Lender or Agent is allocable to such payment, it shall promptly notify the Company of the availability of such refund and shall, within thirty (30) days after the receipt of a request by the Company, apply for such refund provided that in the sole judgment of the Lender or Agent, applying for such refund would not be disadvantageous to it. If any Lender or Agent determines that it has received a refund in respect of any Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by any Borrower pursuant to this Section 3.01, it shall promptly remit such refund (including any interest included in such refund) to such Borrower (to the extent that it determines that it can do so without prejudice to the retention of the refund), net of all out-of-pocket expenses of the Lender or Agent, as the case may be; provided that such Borrower, upon the request of the Lender or Agent, as the case may be, agrees promptly to return such refund (plus any penalties, interests or other charges imposed by the relevant taxation authority or other authority in accordance with applicable Laws) to such party in the event such party is required to repay such refund to the relevant taxing authority. Such Lender or Agent, as the case may be, shall, at such Borrower’s request, provide such Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant taxing authority (provided that such Lender or Agent may delete any information therein that such Lender or Agent deems confidential). Nothing herein contained shall interfere with the right of a Lender or Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent to claim any tax refund or to disclose any information relating to its tax affairs or any computations in respect thereof or require any Lender or Agent to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled.

(h) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 3.01(a) or (c) with respect to such Lender it will, if requested by the Company, use commercially reasonable efforts (subject to such Lender’s overall internal policies of general application and legal and regulatory restrictions) to avoid the consequences of such event, including to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage, and provided further that nothing in this Section 3.01(h) shall affect or postpone any of the Obligations of any Borrower or the rights of such Lender pursuant to Section 3.01(a) and (c).

Section 3.02. Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the

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Company through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Company shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Company shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Section 3.03. Inability to Determine Rates. If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan, or that the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and the Interest Period of such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Section 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans or TIIE Rate Loans. (a) If any Lender determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans, TIIE Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income (including branch profits), and franchise (and similar) taxes imposed in lieu of net income taxes, by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or maintains a Lending Office and (iii) reserve requirements contemplated by Section 3.04(c)) does not represent the cost to such Lender in relation to its making, funding or maintaining of Eurodollar Rate Loans or TIIE Rate Loans, as applicable, then from time to time upon demand of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Company shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.

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(b) If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, in each case after the date hereof, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Company shall pay to such Lender such additional amounts as will compensate such Lender for such reduction.

(c) The Company shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurodollar Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Company shall have received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of such additional interest or cost from such Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) days from receipt of such notice.

(d) If any Lender requests compensation under this Section 3.04, then such Lender will, if requested by the Company, use commercially reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage, and provided further that nothing in this Section 3.04(d) shall affect or postpone any of the Obligations of the Company or the rights of such Lender pursuant to Section 3.04(a), (b) or (c).

Section 3.05. Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Company shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or

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(b) any failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower;

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.

For purposes of calculating amounts payable by the Company to the Lenders under this Section 3.05, (i) each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded and (ii) each Lender shall be deemed to have funded each TIIE Rate Loan made by it at the TIIE Rate for such Loan by a matching deposit or other borrowing in the Mexico City interbank market for a comparable amount and for a comparable period, whether or not such TIIE Rate Loan was in fact so funded.

Section 3.06. Matters Applicable to All Requests for Compensation. (a) Any Agent or any Lender claiming compensation under this Article 3 shall deliver a certificate to the Company setting forth the additional amount or amounts to be paid to it hereunder, which shall be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may use any reasonable averaging and attribution methods.

(b) With respect to any Lender’s claim for compensation under Section 3.01, 3.02, 3.03 or 3.04, the Company shall not be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies the Company of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim for compensation is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Company under Section 3.04, the Company may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another Eurodollar Rate Loans or TIIE Rate Loans, as applicable, or to convert Base Rate Loans into Eurodollar Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.

(c) If the obligation of any Lender to make or continue from one Interest Period to another any Eurodollar Rate Loan or TIIE Rate Loan, or to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s Eurodollar Rate Loans shall be automatically converted into Base Rate Loans, or such Lender’s TIIE Rate Loans shall automatically be converted into Peso Base Rate Loans, as applicable, in each case on the last day(s) of the then current Interest Period(s) for such Eurodollar Rate Loans or TIIE Rate Loans, as applicable (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.04 hereof that gave rise to such conversion no longer exist:

(i) to the extent that such Lender’s Eurodollar Rate Loans or TIIE Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s Eurodollar Rate Loans or TIIE Rate Loans shall be applied instead to its Base Rate Loans or Peso Base Rate Loans, as the case may be; and

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(ii) all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurodollar Rate Loans or TIIE Rate Loans shall be made or continued instead as Base Rate Loans or Peso Base Rate Loans, as the case may be, and all Base Rate Loans or Peso Base Rate Loans, as the case may be of such Lender that would otherwise be converted into Eurodollar Rate Loans or TIIE Rate Loans shall remain as Base Rate Loans or Peso Base Rate Loans, as the case may be.

(d) If any Lender gives notice to the Company (with a copy to the Agent) that the circumstances specified in Section 3.04 hereof that gave rise to the conversion of such Lender’s Eurodollar Rate Loans or TIIE Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurodollar Rate Loans or TIIE Rate Loans, as applicable, made by other Lenders are outstanding, such Lender’s Base Rate Loans or Peso Base Rate Loans, as the case may be shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurodollar Rate Loans or TIIE Rate Loans, as applicable, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurodollar Rate Loans or TIIE Rate Loans, as applicable, and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments.

Section 3.07. Replacement of Lenders under Certain Circumstances. (a) If at any time (x) the Company becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Section 3.04 as a result of any condition described in such Sections or any Lender ceases to make Eurodollar Rate Loans or TIIE Rate Loans as a result of any condition described in Section 3.02 or Section 3.04, (y) any Lender becomes a Defaulting Lender or (z) any Lender becomes a “Non-Consenting Lender” (as defined below in this Section 3.07), then the Company may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Company in such instance) all of its rights and obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Company to find a replacement Lender or other such Person.

(b) Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrowers or Administrative Agent. Pursuant to such Assignment and Assumption, (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (ii) all obligations of the relevant Borrowers owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee

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Lender of the appropriate Note or Notes executed by the relevant Borrowers, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender.

(c) Notwithstanding anything to the contrary contained above, (i) the Lender that acts as the L/C Issuer may not be replaced hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.09.

(d) In the event that (i) the Company or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with respect to a certain Class of the Loans and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment (and whose agreement is required) shall be deemed a “Non-Consenting Lender.”

Section 3.08. Survival. All of the Borrowers’ obligations under this Article 3 shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

ARTICLE 4

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

Section 4.01. Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:

(i) executed counterparts of this Agreement and each Guaranty;

(ii) a Note executed by each relevant Borrower in favor of each Lender requesting a Note;

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(iii) the Security Documents, each duly executed by each Loan Party party thereto, together with:

(A) certificates representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt endorsed in blank,

(B) copies of all searches with respect to the Loan Parties and the Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence reasonably satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted by Section 7.01 or have been or will be contemporaneously released or terminated, and all proper financing statements, duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,

(C) evidence that all other actions, recordings and filings of or with respect to the Security Documents that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent,

(iv) the Perfection Certificate dated the Closing Date and duly executed by Holdings and the Company;

(v) the Intellectual Property Security Agreement, duly executed by each Loan Party party thereto, together with evidence that all action that the Administrative Agent in its reasonable judgment may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the Intellectual Property Security Agreement has been taken;

(vi) Mortgages (or in the case of New York, an assignment and Mortgage Modification Agreement with respect to the mortgages entered into in connection with the Existing Credit Agreements) covering each of the Mortgaged Leased Real Properties and each of the Mortgaged Owned Real Properties, in each case duly executed by the appropriate Loan Party, together with:

(A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;

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(B) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the equivalent or other form available in each applicable jurisdiction with respect to the Mortgaged Owned Real Properties (the “Mortgage Policies”) in form and substance, with endorsements and in amount, reasonably acceptable to the Administrative Agent (not to exceed the value of the Mortgaged Owned Real Properties covered thereby), issued by a title insurer reasonably acceptable to the Administrative Agent, insuring the Mortgages to be valid subsisting Liens on the property described therein, free and clear of all defects and encumbrances, other than Liens permitted by Section 7.01, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents);

(C) Copies of the most recent survey (if any) of the Mortgaged Owned Real Properties in the possession of the Loan Parties on the Closing Date;

(D) opinions of local counsel for the Loan Parties in states in which the Mortgaged Leased Real Properties and the Mortgaged Owned Real Properties are located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings and such other matters as the Administrative Agent may reasonably request (including with respect to the payment of mortgage taxes), in form and substance reasonably satisfactory to the Administrative Agent; and

(E) such other evidence that all other actions that the Administrative Agent may deem necessary or desirable in order to create valid and subsisting Liens on the property encumbered by the Mortgages has been taken (provided that, with respect to any Mortgaged Leased Real Property, such actions shall be consistent with and not violate the Loan Parties’ obligations under the applicable lease);

(vii) such certificates or resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Loan Party and Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;

(viii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrowers and the Guarantors is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect;

(ix) opinions from (A) Ropes & Gray LLP, New York counsel to the Loan Parties and (B) each local counsel listed on Schedule 4.01(a), each addressed to each Agent and each Lender and each in form and substance reasonably satisfactory to the Administrative Agent;

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(x) a certificate attesting to the Solvency of the Loan Parties (taken as a whole) after giving effect to the Transaction, from the Chief Financial Officer of the Company;

(xi) a certified copy of the Sponsor Management Agreement;

(xii) evidence that all insurance (including without limitation title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent has been named as loss payee or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named;

(xiii) certified copies of the Purchase Agreements, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent and the Initial Lenders shall reasonably request; and

(xiv) a Committed Loan Notice or Letter of Credit Application, as applicable, relating to the initial Credit Extension.

(b) All fees and expenses required to be paid on or before the Closing Date shall have been paid in full in cash.

(c) All material governmental, shareholder and material third party consents and approvals necessary in connection with the Transactions shall have been obtained and shall remain in effect; all applicable waiting periods (including, without limitation, the expiration or termination of the requisite waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1975) in connection with the Transactions shall have expired without any action being taken by any competent authority that could restrain, prevent or impose any material adverse conditions on any of the Loan Parties or the Transactions.

(d) The Purchase Agreements shall be in full force and effect.

(e) Prior to or simultaneously with the initial Credit Extension, (x) the Equity Contributions shall have been funded in full and (y) the Acquisition shall be consummated in accordance with the terms of the Purchase Agreements, without any waiver or amendment that would be materially adverse to the interests of the Lenders (unless the Administrative Agent and the Arrangers shall have consented in writing to such waiver or amendment), and in compliance with applicable material Laws and regulatory approvals.

(f) The final terms and conditions of each material aspect of the Acquisition shall be (i) as described in the Purchase Agreements as in effect on June 18, 2004 and in the commitment letter dated as of June 18, 2004, as amended, among the Parent, the Initial Lenders and the Arrangers and (ii) to the extent not described in the documents described in clause (i) or in other information provided by the Parent to the Initial Lenders and the Arrangers prior to June 18, 2004, reasonably satisfactory to the Initial Lenders and the Arrangers. The Initial Lenders and the Arrangers shall be reasonably satisfied with all material agreements, instruments and documents relating to the Transaction.

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(g) Prior to or simultaneously with the initial Credit Extensions the Company shall have received at least $315,000,000 in gross cash proceeds from the issuance of the Senior Subordinated Notes. The terms and conditions of the Senior Subordinated Notes and the provisions of the Senior Subordinated Notes Documents shall be reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have received copies of the Senior Subordinated Notes Documents, certified by a Responsible Officer of the Company as being complete and correct.

(h) All amounts due or outstanding under the Existing Credit Agreements shall have been (or substantially contemporaneously with the initial Credit Extension shall be) paid in full, the commitments thereunder terminated and all guarantees thereof and security therefor released and discharged (except that Existing Letters of Credit may be deemed to be issued under the Revolving Credit Facility). All amounts due or outstanding under the Mexican Credit Agreement shall have been (or substantially contemporaneously with the making of the initial Credit Extension hereunder shall be) paid in full, the commitments thereunder terminated and all guarantees thereof and security therefor released and discharged, or the Mexican Credit Agreement shall have been modified to the extent necessary to avoid the occurrence of a default thereunder upon consummation of the Acquisition. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings and its Subsidiaries shall have no outstanding Indebtedness or preferred stock other than (i) Indebtedness outstanding under this Agreement, (ii) the Senior Subordinated Notes and (iii) the Indebtedness set forth on Schedule 7.03(b)

Section 4.02. Conditions to All Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans or TIIE Rate Loans) is subject to the following conditions precedent:

(a) The representations and warranties of each Borrower and each other Loan Party contained in Article 5 or any other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.

(b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom.

(c) The Administrative Agent and, if applicable, the L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension (except with respect to Existing Letters of Credit) in accordance with the requirements hereof.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans or TITE Rate Loans) submitted by the relevant Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

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Section 4.03. Conditions to Delayed Draw Term Loans. The obligation of each Term Lender to honor any Request for Credit Extension relating to the making of any Delayed Draw Term Loans is subject to the Administrative Agent’s having received such Request for Credit Extension in accordance with the requirements hereof and the condition precedent that all amounts due or outstanding under the Mexican Credit Agreement shall have been (or substantially contemporaneously with the making of the Delayed Draw Term Loans hereunder shall be) paid in full, the commitments thereunder terminated and all guarantees thereof and security therefor released and discharged.

Section 4.04. Conditions of Initial Credit Extension to Mexican Borrowers. The obligation of each Lender to make its initial Credit Extension hereunder to any Mexican Borrower is subject to the Administrative Agent’s having received (a) a counterpart of a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which such Mexican Borrower agrees to be bound by the terms and conditions hereof as if originally named as a party hereto, (b) the certificates or resolutions referred to in Section 4.02(a)(vii) with respect to such Mexican Borrower, (c) the documents and certificates referred to in Section 4.02(a)(viii) with respect to such Mexican Borrower, (d) an opinion from Mexican counsel to the Mexican Borrowers reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and in form and substance reasonably satisfactory to the Administrative Agent and (e) a Request for Credit Extension in accordance with the terms hereof.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES

Each of Holdings and the Borrowers represents and warrants to the Agents and the Lenders that:

Section 5.01. Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of its Subsidiaries (a) is a Person duly organized or formed, validly existing and in good standing (or in the case of the Mexican Borrowers and their Subsidiaries organized under the laws of Mexico, duly registered in the Public Registry of Commerce of Mexico) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents and the Purchase Agreements to which it is a party, (c) is duly qualified and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (c), (d) or (e), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 5.02. Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers,

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have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (i)(x) any Junior Financing Documentation or (y) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, subject to delivery of a copy of the Mortgages of the Mortgaged Leased Real Property to the landlord under the applicable lease or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(i), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Section 5.03. Governmental Authorization; Other Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or, except as set forth on Schedule 5.03, any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

Section 5.04. Binding Effect. This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is party thereto. This Agreement and each other Loan Document constitutes, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against such Loan Party in accordance with its terms, except as such enforceability may be limited by bankruptcy insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights generally and by general principles of equity.

Section 5.05. Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. During the period from December 31, 2003 to and including the Closing Date, there has been (i) no Disposition by the Company or its Subsidiaries of any material part of the business or property of the Company or its Subsidiaries, taken as a whole and (ii) no purchase or other acquisition by the Company or its Subsidiaries of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Company and its Subsidiaries, taken as a whole, in

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each case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders prior to the Closing Date.

(b) Since December 31, 2003, there has been no material adverse change in the business, operations, assets, liabilities (actual or contingent) or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole.

(c) The forecasts of consolidated balance sheets, income statements and cash flow statements of the Company and its Subsidiaries for each fiscal year ending after the Closing Date until the seventh anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent and the Initial Lenders prior to the Closing Date in a form reasonably satisfactory to them, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts, it being understood that actual results may vary from such forecasts and that such variations may be material.

Section 5.06. Litigation. Except as set forth on Schedule 5.06, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of any Borrower, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Borrower or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement, any other Loan Document or, as of the Closing Date, the consummation of the Transactions, or (b) either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.07. No Default. Neither the Company nor any of its Subsidiaries is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.08. Ownership of Property; Liens. (a) Each Loan Party and each of its Subsidiaries has good record and indefeasible title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all real property necessary in the ordinary conduct of its business, free and clear of all Liens except for defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01 or except where the failure to have such title could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) Set forth on Schedule 5.08(b) hereto is a complete and accurate list of all Owned Real Properties and all Leased Real Properties at which any theater or film exhibition business is conducted (including locations where a lease has been entered into and preparations have been made for conducting theater or film business but has not been opened) by any Loan Party or any of its Subsidiaries, as of the Closing Date, showing as of the date hereof the street address (to the extent available), county (to the extent available), city or state and fee owner or the holder of the tenant’s interest under the applicable lease (with respect to Leased Real Properties).

Section 5.09. Environmental Compliance. (a) Except as set forth on Schedule 5.09, there are no claims alleging potential liability or responsibility for violation of any

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Environmental Law on their respective businesses, operations and properties that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Except as set forth on Schedule 5.09 or except as could not reasonably be expected to have a Material Adverse Effect, (i) none of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed, or, to the knowledge of any Loan Party or any of their Subsidiaries, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on, at or under any property currently owned or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on, at or under any property formerly owned, leased or operated by any Loan Party or any of its Subsidiaries; (iii) there is no asbestos or asbestos-containing material on or at any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) there has been no Release of Hazardous Materials on, at or under any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries except for such Releases, that were in material compliance with Environmental Laws.

(c) The Properties do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under, or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

(d) Except as set forth on Schedule 5.09, neither any Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in, individually or in the aggregate, a Material Adverse Effect.

(f) Except as set forth on Schedule 5.09, neither the Company nor any of its subsidiaries (i) has become subject to any Environmental Liability, (ii) has received notice of any claim with respect to any Environmental Liability, or (iii) knows of any basis for any Environmental Liability, except for such Environmental Liabilities that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Section 5.10. Taxes. Except as set forth on Schedule 5.10, the Company and its Subsidiaries have filed all Federal and state and other tax returns and reports required to be filed,

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and have paid all Federal and material state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those (a) which are not overdue by more than thirty (30) days or (b) which are being contested in good faith by appropriate actions diligently conducted and for which adequate reserves have been provided in accordance with GAAP or (c) with respect to which the failure to make such filing or payment could not reasonably be expected to have a Material Adverse Effect.

Section 5.11. ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is being processed with respect thereto and, to the knowledge of the Company and Holdings, nothing has occurred which would prevent, or cause the loss of, such qualification. Each Loan Party and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

(b) There are no pending or, to the knowledge of the Company and Holdings, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has an “accumulated funding deficiency” (as defined in Section 412 of the Code), whether or not waived, and no application for a waiver of the minimum funding standard has been filed with respect to any Pension Plan; (iii) neither the Company nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the Company nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the Company nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this Section 5.11(c), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Section 5.12. Subsidiaries; Equity Interests. As of the Closing Date, neither Holdings nor any Loan Party has any Subsidiaries other than those set forth on Schedule 5.12, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by Holdings or a Loan Party free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.12 (a) sets forth the legal name, type of entity and jurisdiction of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Company and any other Subsidiary in each Subsidiary, including the percentage of

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such ownership and (c) identifies each Subsidiary that is a Subsidiary the Equity Interests of which are required to be pledged on the Closing Date.

Section 5.13. Margin Regulations; Investment Company Act; Public Utility Holding Company Act. (a) No Borrower is engaged and nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock and no proceeds of any Borrowings or drawings under any Letter of Credit will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

(b) None of the Company, any Person Controlling the Company, or any Subsidiary (i) is a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935, or (ii) is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

Section 5.14. Disclosure. No report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party to any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information, the Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material.

Section 5.15. Intellectual Property; Licenses, Etc. Each Loan Party and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses, database rights and design rights and other intellectual property rights that are reasonably necessary for the operation of their respective businesses as currently conducted, without conflict with the rights of any other Person, except to the extent the failure to own or possess such rights or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the knowledge of any Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by any Loan Party or any Subsidiary infringes upon any rights held by any other Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of any Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.16. Solvency. On the Closing Date after giving effect to the Transactions, the Loan Parties, on a consolidated basis, are Solvent.

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Section 5.17. Labor Matters. Except as in the aggregate could not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes, lockouts or slowdowns against the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened; (b) the hours worked by and payments made to employees of the Company and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters and; (c) all payments due from the Company or any of its Subsidiaries, or for which any claim may be made against the Company or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of the Company or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which the Company or any of its Subsidiaries is bound.

Section 5.18. Perfection, Etc. All filings and other actions necessary or desirable to perfect and protect the Lien in the Collateral created under the Collateral Documents have been or will, within the required time periods under the Collateral Documents, be duly made or taken or otherwise provided for and are (or will so be) in full force and effect, and the Collateral Documents create in favor of the Administrative Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected first priority Lien in the Collateral, securing the payment of the Secured Obligations, subject to Liens permitted by Section 7.01. The Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Loan Documents.

ARTICLE 6

AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, each of Holdings and the Company shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each Restricted Subsidiary to:

Section 6.01. Financial Statements. Deliver to the Administrative Agent for further distribution to each Lender:

(a) as soon as available, but in any event within ninety (90) days after the end of each fiscal year of the Company beginning with the 2004 fiscal year, a consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of PriceWaterhouseCoopers LLP or any other independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

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(b) as soon as available, but in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Company, a consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Company as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Company and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;

(c) as soon as available, but in any event no later than forty-five (45) days after the end of each fiscal year, forecasts prepared by management of the Company, in form reasonably satisfactory to the Administrative Agent, including a projected consolidated balance sheet as of the end of the following fiscal year, and related projected consolidated income statements and cash flow statements of the Company and its Subsidiaries for the fiscal year following such fiscal year then ended; and

(d) simultaneously with the delivery of each set of consolidated financial statements referred to in Sections 6.01(a) and 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements.

Section 6.02. Certificates; Other Information. Deliver to the Administrative Agent for further distribution to each Lender:

(a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event;

(b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Company (which shall set forth reasonably detailed calculations (A) demonstrating compliance with Section 7.11, (B) of the available Cumulative Growth Amount, (C) of the amounts used under each basket set forth in Section 7.01. 7.02, 7.03, 7.05 and 7.06 that is subject to a numerical limitation, (D) in the case of any delivery of financial statements under Section 6.01(a) in respect of any fiscal year ending on or after December 31, 2005, of Excess Cash Flow for such fiscal year and (E) of the Consolidated Adjusted Leverage Ratio for purposes of determining the Applicable Rate) and, if such Compliance Certificate demonstrates an Event of Default of any covenant under Section 7.11, the Equity Investors may deliver, together with such Compliance Certificate, notice of their intent to cure (a “Notice of Intent to Cure”) such Event

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of Default through capital contributions or the purchase of Equity Interests as contemplated pursuant to clause (b)(xvi) and the final proviso of the definition of “Consolidated EBITDA”; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default or the rights, benefits, powers and remedies of the Administrative Agent and the Lenders under any Loan Document;

(c) promptly after the same are publicly available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Company, and copies of all annual, regular, periodic and special reports and registration statements which the Company may file or be required to file, copies of any report, filing or communication with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any Governmental Authority that may be substituted therefor, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(d) promptly after the furnishing thereof, copies of any requests or notices received by any Loan Party (other than in the ordinary course of business) from, or statement or report furnished to, any holder of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any Junior Financing Documentation in a principal amount greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02;

(e) promptly after the receipt thereof by any Loan Party or any of its Subsidiaries, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any material investigation or other material inquiry by such agency regarding financial or other operational results of any Loan Party or any of its Subsidiaries;

(f) together with the delivery of each Compliance Certificate pursuant to Section 6.02(b), (i) a report supplementing Schedule 5.08(b) hereto, including, in the case of supplements to Schedule 5.08(b), an identification of all owned real property disposed of by any Loan Party or any of its Restricted Subsidiaries since the delivery of the last supplements and a list and description of all real property acquired or leased since the delivery of the last supplements (including the street address (if available), county or other relevant jurisdiction, state, and in the case of the owned real property, the record owner), (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b), (iii) a list of each Joint Venture that is a Specified 50/50 JV as of the date of delivery of such Compliance Certificate and (iv) a list of each Subsidiary that is an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate;

(g) promptly after the furnishing thereof, copies of all financial statements, forecasts, budgets or other similar information furnished to the lenders or holders of any Permitted Holdco Debt issued pursuant to Rule 144A under the Securities Act of 1933, or in any similar transaction;

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(h) promptly after the Company has notified the Administrative Agent of any intention by the Company to treat the Loans and/or Letters of Credit and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886 or any successor form; and

(i) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any Subsidiary or Specified 50/50 JV (and to the extent available and reasonably requested, any other Joint Venture), or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request, such information to include, in the case of Specified 50/50 JVs, annual audited and quarterly unaudited financial statements prepared in accordance with GAAP or Local GAAP, as applicable, which financial statements the Company shall cause each Specified 50/50 JV to provide to the Company within one hundred twenty (120) days (or in the case of Yelmo Cineplex, two hundred and ten (210) days) after the end of each fiscal year of such Specified 50/50 JV and sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of such Specified 50/50 JV.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) at the request of the Administrative Agent, the Company shall deliver paper copies of any such documents to the Administrative Agent and (ii) the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Company shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Section 6.03. Notices. Promptly after obtaining knowledge thereof notify the Administrative Agent:

(a) of the occurrence of any Default; and

(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including arising out of or resulting from (i) breach or non-performance of, or any default under, a Contractual Obligation of any Loan Party or any Subsidiary, (ii) any dispute, litigation, investigation, proceeding or suspension between any Loan Party or any

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Subsidiary and any Governmental Authority, (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any Subsidiary, including pursuant to any applicable Environmental Laws or the assertion or occurrence of any noncompliance by any Loan Party or as any of its Subsidiaries with any Environmental Law or Environmental Permit, or (iv) the occurrence of any ERISA Event.

Each notice pursuant to this Section shall be accompanied by a written statement of a Responsible Officer of the Company (x) that such notice is being delivered pursuant to Section 6.03(a) or (b) (as applicable) and directing that such notice be delivered by the Administrative Agent to each Lender and (y) setting forth details of the occurrence referred to therein and stating what action the Company has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

Section 6.04. Payment of Obligations. Pay, discharge or otherwise satisfy as the same shall become due and payable, all its obligations and liabilities except, in each case, to the extent the failure to pay or discharge the same could not reasonably be expected to have a Material Adverse Effect.

Section 6.05. Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05, except (x) that Holdings, the Company and its Restricted Subsidiaries may consummate the Acquisition and (y) for the liquidation or dissolution of Restricted Subsidiaries if the assets of such Restricted Subsidiaries are acquired by a Borrower or a wholly owned Restricted Subsidiary of a Borrower in such liquidation or dissolution and (b) take all reasonable action to maintain all rights, privileges (including its good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 6.06. Maintenance of Properties. Except if the failure to do so could not reasonably be expected to have a Material Adverse Effect, (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted, and (b) make all necessary renewals, replacements, modifications, improvements, upgrades, extensions and additions thereof or thereto in accordance with prudent industry practice, and (c) the Company and its Restricted Subsidiaries may close or otherwise cease to operate theatres and remove fixtures and personalty therefrom upon the expiration or other termination of the applicable lease if the board of directors of the Company or such Restricted Subsidiary, as the case may be, determines in good faith that the maintenance and continued operation thereof is no longer desirable in the conduct of the business of the Company or such Restricted Subsidiary, as the case may be.

Section 6.07. Maintenance of Insurance. Maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self insurance reasonable and

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customary for similarly situated Persons engaged in the same or similar businesses as the Company and its Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons.

Section 6.08. Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

Section 6.09. Books and Records. Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP or Local GAAP, as applicable, consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Company or such Subsidiary, as the case may be.

Section 6.10. Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such independent public accountants’ customary procedures), all at the reasonable expense of the Company and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Company; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Company’s expense; provided further that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Company at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Company the opportunity to participate in any discussions with the Company’s independent public accountants.

Section 6.11. Use of Proceeds. Use the proceeds of (a) the Credit Extensions (other than a Term Borrowing consisting of Delayed Draw Term Loans) (i) to finance in part the Acquisition, (ii) to pay fees and expenses incurred in connection with the Transactions and (iii) to provide ongoing working capital and for other general corporate purposes of the Company and its Subsidiaries (including Permitted Acquisitions) and (b) Delayed Draw Term Loans solely to refinance Indebtedness outstanding under the Mexican Credit Agreement and to pay fees and expenses incurred in connection therewith.

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Section 6.12. Covenant to Guarantee Obligations and Give Security. (a) Upon (A) the formation or acquisition of any new direct or indirect Restricted Subsidiary by any Loan Party or the designation in accordance with Section 6.16 of any existing direct or indirect Subsidiary as a Restricted Subsidiary or (B) any Restricted Subsidiary guaranteeing any Indebtedness of any Loan Party (other than the Mexican Borrowers), the Company shall, in each case at the Company’s expense:

(i) within thirty (30) days after such formation, acquisition, designation or guarantee or such longer period as the Administrative Agent may agree in its discretion:

(A) cause each such Restricted Subsidiary that is (x) not a Foreign Subsidiary or (y) a Foreign Subsidiary that has guaranteed the Indebtedness of any Loan Party (other than the Mexican Borrowers), to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the Obligations of each Loan Party (in the case of a guarantee required pursuant to clause (y), to the extent of the amount of such other guaranteed Indebtedness);

(B) cause each direct or indirect parent of such Restricted Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the obligations of such Restricted Subsidiary, if any, under the Loan Documents;

(C) cause each such Restricted Subsidiary to furnish to the Administrative Agent a description of the real properties owned and leased by such Restricted Subsidiary in detail reasonably satisfactory to the Administrative Agent;

(D) cause (x) each such Restricted Subsidiary that is required to become a Guarantor pursuant to this Section 6.12 at the request of the Administrative Agent to duly execute and deliver to the Administrative Agent Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreement and other security agreements in effect on the Closing Date), granting a Lien in substantially all of the personal property of such Restricted Subsidiary, all owned real property with a value in excess of $2,000,000 (provided that, if a mortgage tax will be owed, the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into) and, if permitted by the lease (it being understood and agreed that the Company shall, and shall cause its Restricted Subsidiaries to, use commercially reasonable efforts to have such permission included in all leases it enters into), all leased real property with a projected annual theatre level cash flow as reasonably agreed between the Company and the Administrative Agent in excess of $2,000,000 (provided that, if a mortgage tax will be owed, the Mortgage shall be limited to the value of the leased property as reasonably agreed between the Company and the Administrative Agent), in each case securing the Obligations of such Restricted Subsidiary under its Guaranty and (y) each direct or indirect parent of each Restricted Subsidiary that is required to become a Guarantor pursuant to this Section 6.12 to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as specified by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date) granting a

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Lien on all of the outstanding Equity Interests issued by such Restricted Subsidiary and held by such direct or indirect parent, and all intercompany debt issued by such Restricted Subsidiary and held by such direct or indirect parent, in each case securing the Obligations of such Restricted Subsidiary under its Guaranty;

(E) (x) cause each such Restricted Subsidiary that is required to become a Guarantor pursuant to this Section 6.12 to deliver any and all certificates representing Equity Interests owned by such Restricted Subsidiary accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany debt held by such Restricted Subsidiary, endorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Restricted Subsidiary that is required to provide a guaranty pursuant to this Section 6.12 to deliver any and all certificates representing the outstanding Equity Interests of such Restricted Subsidiary held by such direct or indirect parent, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany debt issued by such Restricted Subsidiary and held by such direct or indirect parent, endorsed in blank to the Administrative Agent;

(F) take and cause such Restricted Subsidiary and each direct or indirect parent of such Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Mortgages, Security Agreement Supplements, IP Security Agreements and security agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,

(ii) within thirty (30) days after the request therefor by the Administrative Agent (or such longer period as the Administrative Agent may agree in its discretion), deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.12(a) as the Administrative Agent may reasonably request, and

(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of real property with a value in excess of $2,000,000 owned or held by such Restricted Subsidiary that is the subject of such request, title reports in scope, form and substance reasonably satisfactory to the Administrative Agent and, to the extent in possession of such Restricted Subsidiary on the date of formation or acquisition thereof, surveys and environmental assessment reports.

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For the avoidance of doubt, (i) no Subsidiary that is not a Domestic Subsidiary shall be obligated to guarantee the obligations of any Borrower (unless such Subsidiary is a guarantor of any Indebtedness of any Loan Party (other than the Mexican Borrowers) and then only to the extent of the amount of such other guaranteed Indebtedness), (ii) (A) no assets of any Subsidiary that is not a Domestic Subsidiary shall be required to be pledged to support obligations of any Borrower (unless and to the extent such assets are pledged to support any Indebtedness of any Loan Party (other than the Mexican Borrowers) and then only to the extent of the amount of such other guaranteed Indebtedness) and (B) no more than 65% of the stock entitled to vote (within the meaning of Section 956 of the Code and the Treasury Regulations thereunder) of any Subsidiary that is not a Domestic Subsidiary shall be required to be pledged by the Borrower or any Domestic Subsidiary to support the obligations of any Borrower (unless and to the extent such stock has been pledged to support any Indebtedness of any Loan Party (other than the Mexican Borrowers) and then only to the extent of the amount of such other guaranteed Indebtedness) and (iii) in any event, the stock of any Subsidiary that is not a Domestic Subsidiary the assets of which constituted less than 2.5% of Consolidated Assets and the revenues of which contributed less than 2.5% of Consolidated Revenues, in each case based on the most recently delivered financial statements under Section 6.01(a) or (b), shall not be required to be pledged to support the obligations of any Borrower (provided¸ however, that the Subsidiaries the pledge of the stock of which is excluded pursuant to this clause (C) shall not in any event constitute more than 5% of Consolidated Assets or represent more than 5% of Consolidated Revenues (as so determined)).

(b) Upon the acquisition of (x) any personal property by any Loan Party or (y) fee owned real property with a value in excess of $2,000,000 by any Loan Party (provided that, if a mortgage tax will be owed, the amount secured by the Lien referred to below shall be limited to the fair market value of the property at the time the applicable Mortgage is entered into), and such personal property shall not already be subject to a perfected Lien in favor of the Administrative Agent for the benefit of the Secured Parties, or upon the entering into by any Loan Party of any agreement for a leasehold interest in real property with a projected annual theatre level cash flow in excess of $2,000,000 as reasonably agreed between the Company and the Administrative Agent (provided that, if a mortgage tax will be owed, the amount secured by the Lien referred to below shall be limited to the value of the leased property as reasonably agreed between the Company and the Administrative Agent), the Company shall give notice thereof to the Administrative Agent and shall, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing such Loan Party’s Obligations and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.12(a)(i)(C), (D), (E) and (F) with respect to personal property and Section 4.01(a)(vi) with respect to real property.

(c) Notwithstanding the foregoing, (x) the Administrative Agent shall not take a security interest in those assets as to which the Administrative Agent shall determine, in its reasonable discretion, that the cost of obtaining such Lien (including any mortgage, stamp, intangibles or other tax) are excessive in relation to the benefit to the Lenders of the security afforded thereby and (y) Liens required to be granted pursuant to this Section 6.12 shall be subject to exceptions and limitations consistent with those set forth in the Collateral Documents as in effect on the Closing Date (to the extent appropriate in the applicable jurisdiction).

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(d) The Company has notified the Administrative Agent that it intends to cause the Subsidiaries listed on Schedule 6.12(d) to be liquidated or dissolved. Notwithstanding anything to the contrary in this Agreement or the Collateral Documents, the Lenders agree that such Subsidiaries shall not be required to become guarantors or pledgors or execute any Loan Documents pending such liquidation or dissolution and their respective direct parents shall not be required to deliver certificates or other instruments representing any of the Equity Interests in such Subsidiary.

(e) With respect to the Lease dated July 15, 1997 between Dream Team Associates, LLC, as landlord, and Loews Festival Cinemas, Inc. (now known as Forty-Second Street Cinemas, Inc.), a Subsidiary of the Company, as tenant, for theatre premises at E-Walk on the New 42nd Street, New York, New York, the Company shall cause such tenant to use commercially reasonable efforts for a period not to exceed 45 days following the Closing Date to obtain any additional confirmation that may be necessary from such landlord and Westdeutsche Landesbank Girozentrale, New York Branch (now known as West LB AG, New York Branch), as administrative agent under certain loan documents to which such landlord is a party, of the waiver of the notice periods required with respect to a leasehold mortgage on such theater premises at E-Walk or any other matters raised by such landlord or such administrative agent. Upon receipt of such confirmation from such landlord and such administrative agent, the Administrative Agent shall be authorized to record the leasehold mortgage related to such E-Walk theater premises that has been executed and delivered in connection with the closing of the Transactions. If such confirmation is not received within such 45 day period, such leasehold mortgage shall be null and void, and shall not be recorded, and the Company shall have no further obligation under this Agreement or any other Loan Document to grant a leasehold mortgage in respect of such E-Walk theater premises. The termination of the E-Walk leasehold mortgage in accordance with this clause (e) shall not be deemed a Default or an Event of Default under Section 8.01(f) hereof or under any other Loan Document.

Section 6.13. Compliance with Environmental Laws. Except, in each case, to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect, comply, and take all reasonable actions to cause all lessees and other Persons operating or occupying its properties to comply, in all material respects, with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties; and, in each case to the extent required by Environmental Laws, conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws.

Section 6.14. Further Assurances. Promptly upon reasonable request by the Administrative Agent, or any Lender through the Administrative Agent, (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Loan Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to carry out more effectively the purposes of the Loan Documents.

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Section 6.15. Interest Rate Hedging. Enter into prior to ninety (90) days following the Closing Date, and maintain at all times thereafter until the second anniversary date of the Closing Date, protection against fluctuations in interest rates pursuant to, as of such time, one or more interest rate Swap Contracts with Persons reasonably acceptable to the Administrative Agent and providing coverage in a notional amount, together with the amount of Long-Term Indebtedness of Holdings, the Company and its Restricted Subsidiaries on a consolidated basis that is bearing interest at a fixed rate, at least equal to 50% of the aggregate amount of all Long-Term Indebtedness of Holdings, the Company and its Restricted Subsidiaries on a consolidated basis.

Section 6.16. Designation of Subsidiaries. The board of directors of Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, Holdings and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) neither Mexican Borrower may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Junior Financing and (v) no Unrestricted Subsidiary that is designated as a Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by Holdings or the Company (as applicable) therein at the date of designation in an amount equal to the net book value of Holdings’ or the Company’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Section 6.17. Maintenance of Ratings. Use commercially reasonable efforts to maintain a rating of the Facilities by each of S&P and Moody’s, and provide all information regarding the business and financial condition of the Company and its Subsidiaries as any such ratings agency (or any successor thereto) may from time to time reasonably request in connection therewith.

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ARTICLE 7

NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, Holdings and the Company shall not, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly:

Section 7.01. Liens. Create, incur, assume or suffer to exist any Lien upon any of its property or assets, whether now owned or hereafter acquired, or assign or sell any income or revenues (including accounts receivable) or rights in respect thereof, other than the following:

(a) Liens pursuant to any Loan Document;

(b) Liens existing on the date hereof and listed on Schedule 7.01(b) and any modifications, replacements, renewals or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and (B) proceeds and products thereof, and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03;

(c) Liens for taxes, assessments or governmental charges which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than thirty (30) days or if more than thirty (30) days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;

(e) (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings, the Company or any of its Restricted Subsidiaries;

(f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;

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(g) easements, rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances and title defects affecting real property which, in the aggregate, do not materially interfere with the ordinary conduct of the business of the applicable Person;

(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);

(i) Liens securing Indebtedness permitted under Section 7.03(b)(v); provided that (i) such Liens attach concurrently with or within two hundred and seventy (270) days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property except for accessions to such property other than the property financed by such Indebtedness and the proceeds and the products thereof and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capitalized Leases; provided that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender;

(j) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (x) interfere in any material respect with the business of the Company or any of its material Restricted Subsidiaries or (y) secure any Indebtedness;

(k) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(m) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(i), (n) or (o) to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;

(n) Liens on property of any Foreign Subsidiary that does not constitute Collateral which liens secure Indebtedness of such Foreign Subsidiary permitted under Section 7.03(b);

(o) Liens in favor of the Company or a Restricted Subsidiary of the Company securing Indebtedness permitted under Section 7.03(b)(iv);

(p) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary, in each case after the

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date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.03(b)(v), (ix), or (xii);

(q) Liens arising from precautionary UCC financing statement filings regarding leases entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business;

(r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;

(s) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02;

(t) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(u) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Holdings, the Company or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, the Company and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers or Holdings, the Company or any Restricted Subsidiary in the ordinary course of business;

(v) Liens solely on any cash earnest money deposits made by Holdings, the Company or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

(w) Permitted Encumbrances;

(x) other Liens securing Indebtedness at any time outstanding in an aggregate principal amount not to exceed $25,000,000; and

(y) in the case of Leased Real Property, (i) liens on the fee interest in the land held by the landlord under the applicable lease, (ii) rights of the landlord under the applicable lease, (iii) all superior, underlying and ground leases and all renewals, amendments, modifications, replacements, substitutions and extensions thereof.

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Section 7.02. Investments. Make or hold any Investments, except:

(a) Investments by the Company or such Restricted Subsidiary in assets that were Cash Equivalents when such Investment was made;

(b) loans or advances to officers, directors and employees of Holdings, the Company and its Restricted Subsidiaries (i) in an aggregate amount not to exceed $10,000,000 at any time outstanding, for business-related travel, entertainment, relocation and analogous ordinary business purposes, and (ii) in connection with such Person’s purchase of Equity Interests of the Parent or Holdings in an aggregate amount not to exceed $10,000,000 at any time outstanding (in each of clauses (i) and (ii), determined without regard to any write-downs or write-offs of such loans or advances);

(c) Investments (i) by Holdings, the Company or any of its Restricted Subsidiaries in any Loan Party (including any new Restricted Subsidiary which becomes a Loan Party but excluding any Foreign Subsidiary), (ii) by any Restricted Subsidiary that is not a Loan Party in any other such Restricted Subsidiary that is also not a Loan Party and (iii) by Holdings or any other Loan Party (or further Investment of such amount by any direct or indirect recipient of the original Investment) in an aggregate amount at any time outstanding (for all such Investments) not to exceed $35,000,000 (determined without regard to any write-downs or write-offs of such Investments) in (x) any Foreign Subsidiary that is a Loan Party or (y) any Restricted Subsidiary that is not a Loan Party and (iv) by the Company or any Restricted Subsidiary in any Foreign Subsidiary (A) with any Specified Contribution Proceeds or (B) consisting of the contribution of Equity Interests of any other Foreign Subsidiary held directly by the Company or such Restricted Subsidiary in exchange for Indebtedness, Equity Interests or a combination thereof of the Foreign Subsidiary to which such contribution is made or (C) the exchange of Equity Interests in any Foreign Subsidiary for Indebtedness of such Foreign Subsidiary;

(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business;

(e) Investments consisting of Liens, Indebtedness, fundamental changes, Dispositions and Restricted Payments permitted under Sections 7.01, 7.03, 7.04, 7.05 and 7.06, respectively;

(f) Investments existing or contemplated on the date hereof and set forth on Schedule 7.02(f) and any modification, replacement, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment or as otherwise permitted by this Section 7.02;

(g) Investments in Swap Contracts permitted under Section 7.03;

(h) promissory notes and other noncash consideration received in connection with Dispositions permitted by Section 7.05;

(i) the purchase or other acquisition of all or substantially all of the property and assets or business of, any Person or of assets constituting a business unit, a line of business or division

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of such Person, or not less than 80% of the Equity Interests in a Person that, upon the consummation thereof, will be owned directly by the Company or one or more of its Restricted Subsidiaries (including, without limitation, as a result of a merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.02(i) (each, a “Permitted Acquisition”):

(A) each applicable Loan Party and any such newly created or acquired Subsidiary shall, or will within the times specified therein, have complied with the requirements of Section 6.12;

(B) (1) immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition, no Default or Event of Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition, Holdings, the Company and its Restricted Subsidiaries shall be in Pro Forma Compliance with all of the covenants set forth in Section 7.11 (assuming for purposes of making such determination with respect to the covenant set forth in Section 7.11(a) that the applicable covenant level at the time such determination is made is at least 0.25 lower than the applicable covenant level for such period set forth in Section 7.11(a)), such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby and evidenced by a certificate from the Chief Financial Officer of the Company demonstrating such compliance calculation in reasonable detail; and

(C) the Company shall have delivered to the Administrative Agent, on behalf of the Lenders, no later than five (5) Business Days after the date on which any such purchase or other acquisition is consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (i) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition;

(j) the Acquisition;

(k) Investments in the ordinary course of business consisting of (i) UCC Article 3 endorsements for collection or deposit, (ii) UCC Article 4 customary trade arrangements with customers consistent with past practices and (iii) prepaid film rentals;

(l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business and upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

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(m) loans and advances to Holdings in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to Holdings in accordance with Section 7.06 (which loans and advances shall be treated as Restricted Payments for purposes of determining compliance with Section 7.06);

(n) so long as immediately after giving effect to any such Investment, no Default or Event of Default has occurred and is continuing, other Investments in an aggregate amount at any time outstanding (determined without regard to any write-downs or write-offs of such Investments) not to exceed the sum of (i) $40,000,000 and (ii) an amount equal to any repayments, interest, returns, profits, distribution, income and similar amounts actually theretofore received in cash in respect of any such Investment;

(o) so long as immediately after giving effect to any such Investment, no Default or Event of Default has occurred and is continuing, other Investments in an amount not to exceed the Cumulative Growth Amount immediately prior to the time of the making of such Investment;

(p) advances of payroll payments to employees or consultants in the ordinary course of business;

(q) Guarantees by the Company or any Restricted Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;

(r) Investments by the Company or any of its Restricted Subsidiaries in Joint Ventures in an aggregate amount at any time outstanding (determined without regard to any write-downs or write-offs of such Investments) not to exceed the sum of (i) $20,000,000 and (ii) an amount equal to any repayments, interest, returns, profits, distribution, income and similar amounts actually theretofore received in cash in respect of any such Investment; and

(s) Investments by the Company or any of its Restricted Subsidiaries in MJTJV in an aggregate amount (determined without regard to any write-downs or write-offs of such Investments) not to exceed $2,000,000 at any time outstanding.

Section 7.03. Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

(a) in the case of the Company, Permitted Subordinated Indebtedness (i) to the extent such Permitted Subordinated Indebtedness is utilized within 90 days of the incurrence thereof to finance a Permitted Acquisition and (ii) incurred in connection with any substantially contemporaneous Permitted Refinancing of any of the foregoing Permitted Subordinated Indebtedness;

(b) in the case of the Company and its Restricted Subsidiaries:

(i) Indebtedness of the Company and of its Restricted Subsidiaries under the Loan Documents;

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(ii) Indebtedness (A) outstanding on the date hereof and listed on Schedule 7.03(b), (B) of the Company and the other Guarantors in respect of the Senior Subordinated Notes in an aggregate principal amount not in excess of $315,000,000 at any time outstanding and (C) other than with respect to any Indebtedness under the Mexican Credit Agreement, any Permitted Refinancing thereof;

(iii) Guarantees of the Company and its Restricted Subsidiaries in respect of Indebtedness of the Company or such Restricted Subsidiary otherwise permitted hereunder; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Junior Financing shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the Subsidiary Guarantee and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness;

(iv) Indebtedness of (A) any Loan Party (other than a Foreign Subsidiary) owing to any other Loan Party (other than a Foreign Subsidiary), (B) any Restricted Subsidiary (other than a Foreign Subsidiary) that is not a Loan Party owing to (1) any other Restricted Subsidiary that is not a Loan Party (other than a Foreign Subsidiary) or (2) Holdings or a Loan Party in respect of an Investment permitted under Section 7.02(c), Section 7.02(n) or Section 7.02(o), (C) any Loan Party (other than a Foreign Subsidiary) owing to any Foreign Subsidiary, (D) any Foreign Subsidiary owing to any other Foreign Subsidiary and (E) any Foreign Subsidiary or any Restricted Subsidiary that is not a Loan Party owing to Holdings, the Company or any Restricted Subsidiary in an aggregate principal amount that, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (b)(vi) below, does not exceed $160,000,000 at any time outstanding; provided that all such Indebtedness of any Loan Party owing to any non-Loan Party (or to either Mexican Borrower) must be expressly subordinated to its Obligations;

(v) Capital Lease Obligations and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) including arising out of any sale-leaseback transaction permitted under Section 7.05(f) and incurred concurrently with or within two hundred and seventy (270) days of the purchase, repair or improvement of the property subject to the Liens thereunder, and any Permitted Refinancing thereof;

(vi) Peso-denominated Indebtedness of Foreign Subsidiaries domiciled in Mexico in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding $125,000,000, to the extent that the proceeds of any such Indebtedness are applied to prepay the Terms Loans to the extent required pursuant to Section 2.05(b)(iv), and any Permitted Refinancing thereof;

(vii) Indebtedness in respect of Swap Contracts required by Section 6.15 or in respect of other Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes;

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(viii) [Reserved.];

(ix) Indebtedness of the Company and its Restricted Subsidiaries (A) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, or (B) owed to the seller of any property acquired in a Permitted Acquisition on an unsecured subordinated basis, which subordination shall be on terms reasonably satisfactory to the Administrative Agent, in each case, so long as both immediately prior and after giving effect thereto, (x) no Default or Event of Default shall exist or result therefrom, and (y) Holdings, the Company and its Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11 after giving effect to such Permitted Acquisition and the incurrence or issuance of such Indebtedness and any Permitted Refinancing thereof;

(x) Indebtedness representing deferred compensation to employees of the Company and its Restricted Subsidiaries incurred in the ordinary course of business;

(xi) Indebtedness consisting of promissory notes issued by any Loan Party or any of their Restricted Subsidiaries to current or former officers, directors, employees or consultants, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Parent, Holdings or the Company, or to finance a Restricted Payment with respect to SARs, in each case to the extent permitted by Section 7.06;

(xii) Indebtedness incurred by Holdings, the Company or its Restricted Subsidiaries in a Permitted Acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or similar adjustments;

(xiii) Indebtedness consisting of obligations of the Company or its Restricted Subsidiaries under deferred employee compensation or other similar arrangements incurred by such Person in connection with the Transactions and Permitted Acquisitions;

(xiv) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts;

(xv) Indebtedness in an aggregate principal amount not to exceed $65,000,000 at any time outstanding; provided that, not more than $25,000,000 in aggregate principal amount of Indebtedness of the Company or any Domestic Subsidiary that is a Restricted Subsidiary incurred under this clause (b)(xv) may be secured;

(xvi) Indebtedness consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

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(xvii) Indebtedness incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including without limitation letters of credit in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(xviii) obligations in respect of performance and surety bonds and performance and completion guarantees provided by the Company or any of its Restricted Subsidiaries or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice;

(xix) in the case of any Foreign Subsidiary, Indebtedness in an aggregate principal amount not to exceed $40,000,000 at any time outstanding (i) to the extent such Indebtedness is utilized within 90 days of the incurrence thereof to finance a Permitted Acquisition, and (ii) incurred in connection with any substantially contemporaneous Permitted Refinancing of such Indebtedness; and

(xx) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xix) above.

(c) in the case of Holdings:

(i) Indebtedness under the Loan Documents;

(ii) unsecured Indebtedness of Holdings (“Permitted Holdco Debt”) that (A) is not subject to any Guarantee by the Company or any Restricted Subsidiary, (B) will not mature prior to the date that is ninety-one (91) after the Maturity Date of the Term Loans, (C) has no scheduled amortization or payments of principal, (D) does not permit any payments in cash of interest or other amounts in respect of the principal thereof for at least five (5) years from the date of the issuance or incurrence thereof, (E) has mandatory prepayment, repurchase or redemption, covenant, default and remedy provisions customary for senior discount notes of an issuer that is the parent of a borrower under senior secured credit facilities, and in any event, with respect to covenant, default and remedy provisions, no more restrictive than those set forth in the Senior Subordinated Notes Indenture taken as a whole (other than provisions customary for senior discount notes of a holding company), and (F) contains provisions with respect to paid-in-kind interest which are reasonably satisfactory to the Administrative Agent;

(iii) Indebtedness permitted pursuant to clause (b)(iv) above;

(iv) Indebtedness owed to the seller of any property acquired in a Permitted Acquisition on an unsecured subordinated basis, which subordination shall be on terms reasonably satisfactory to the Administrative Agent, so long as, if applicable, Holdings

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complies with the proviso in Section 7.06(h)(v) (whether or not any Restricted Payment is made to Holdings); and

(v) Indebtedness of the type described in Section 7.03(b)(xi) and (xii).

Section 7.04. Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that:

(a) any Restricted Subsidiary may merge with (i) any Borrower (including a merger, the purpose of which is to reorganize such Borrower into a new jurisdiction); provided that such Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving the Company, the continuing or surviving Person shall be organized under the laws of the United States, any state thereof or the District of Columbia) or (ii) any one or more other Restricted Subsidiaries; provided that when any Restricted Subsidiary that is a Loan Party is merging with another Restricted Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02(c) and 7.03(b)(iv);

(b) (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than a Borrower) may liquidate or dissolve or change its legal form if Holdings determines in good faith that such action is in the best interests of Holdings and if not materially disadvantageous to the Lenders;

(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor or a Borrower, then (i) the transferee must be either a Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;

(d) so long as no Default or Event of Default exists or would result therefrom, any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02;

(e) Holdings, the Company and its Restricted Subsidiaries may consummate the Acquisition;

(f) Holdings may be converted into a corporation in connection with a Qualifying IPO of Holdings; provided that the corporation into which Holdings is so converted expressly assumes obligations of Holdings under the Loan Documents in a manner and pursuant to documentation reasonably satisfactory to the Administrative Agent; and

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(g) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05, may be effected.

Section 7.05. Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:

(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions in the ordinary course of business of property no longer used or useful in the conduct of the business of the Company and its Restricted Subsidiaries;

(b) Dispositions of inventory in the ordinary course of business;

(c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the repurchase price of such replacement property, and Permitted Asset Swaps;

(d) Dispositions of property by any Restricted Subsidiary to the Company or to a Restricted Subsidiary; provided that if the transferor of such property is a Guarantor or a Borrower, (i) the transferee thereof must be either a Borrower or a Guarantor or (ii) to the extent such transaction constitutes an Investment, such transaction is permitted under Section 7.02;

(e) Dispositions permitted by Sections 7.04 and 7.06 and Liens permitted by Section 7.01;

(f) Dispositions by the Company and its Restricted Subsidiaries of property pursuant to sale-leaseback transactions; provided that (i) the fair market value of all property so Disposed of shall not exceed $100,000,000 from and after the Closing Date and (ii) the purchase price for such property shall be paid to the Company or such Restricted Subsidiary for not less than 75% cash and Cash Equivalent consideration;

(g) Dispositions of Cash Equivalents;

(h) Dispositions of accounts receivable in connection with the collection or compromise thereof;

(i) leases, subleases, licenses or sublicenses of property in the ordinary course of business which do not materially interfere with the business of Holdings, the Company and its Restricted Subsidiaries;

(j) transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event;

(k) Dispositions of property by the Company and its Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default or Event of Default shall exist or would result from such Disposition, (ii) the aggregate

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book value of all property Disposed of in reliance on this clause (k) shall not exceed $100,000,000 and (iii) the purchase price for such property shall be paid to the Company or such Restricted Subsidiary for not less than 75% cash or Cash Equivalent consideration (provided further that (x) such 75% cash or Cash Equivalent consideration requirement shall not apply to any individual property the purchase price in respect of which is less than $5,000,000, but in no event shall the aggregate amount of non-cash consideration received in connection with Dispositions pursuant to this clause (k) exceed $25,000,000 and (y) to the extent any debt obligations or other securities received in connection with any Disposition pursuant to this clause (k) are actually converted into cash within six months following the receipt thereof by the Company or any of its Restricted Subsidiaries, such debt obligations or other securities shall be treated as cash for purposes of such 75% cash consideration requirement);

(l) Dispositions listed on Schedule 7.05(l);

(m) Dispositions of Investments in Joint Ventures, to the extent required by, or made pursuant to buy/sell arrangements between, the joint venture parties set forth in, joint venture arrangements and similar binding arrangements in effect on the Closing Date;

(n) so long as, in each case, no Default or Event of Default has occurred and is continuing and immediately after giving Pro Forma Effect to such Disposition, the Consolidated Adjusted Leverage Ratio is less than or equal to the Consolidated Adjusted Leverage Ratio immediately prior to such Disposition, any Specified Disposition; and

(o) the Company and its Restricted Subsidiaries may close or otherwise cease to operate theatres and remove fixtures and personalty therefrom upon the expiration or other termination of the applicable lease if the board of directors of the Company or such Restricted Subsidiary, as the case may be, determines in good faith that the maintenance and continued operation thereof is no longer desirable in the conduct of the business of the Company or such Restricted Subsidiary, as the case may be;

provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(d) and (e)), shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than Holdings, the Company or any of its Restricted Subsidiaries, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Section 7.06. Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except:

(a) each Restricted Subsidiary may make Restricted Payments to the Company and to Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Company and any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests);

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(b) Holdings, the Company and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Qualified Equity Interests of such Person;

(c) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Holdings may make Restricted Payments with the Net Cash Proceeds of any Permitted Equity Issuance by Holdings to the extent such Net Cash Proceeds do not constitute Designated Equity Proceeds or from the issuance of Permitted Holdco Debt to the extent such Net Cash Proceeds do not constitute Designated Holdco Proceeds;

(d) the Company and Holdings may make Restricted Payments made on the Closing Date to consummate the Acquisition and the other Transactions;

(e) to the extent constituting Restricted Payments, the Company and its Restricted Subsidiaries may enter into transactions expressly permitted by Section 7.04 or 7.08;

(f) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants shall be permitted;

(g) Holdings may pay (or make Restricted Payments to allow the Parent to pay) for the repurchase, retirement or other acquisition or retirement for value of common Equity Interests of Holdings or the Parent held by any future, present or former employee, director or consultant of Holdings, the Parent or any of their Subsidiaries pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, or may make Restricted Payments in respect of SARs; provided that the aggregate amount of Restricted Payments made under this clause (g) does not exceed in any calendar year $10,000,000 (with unused amounts in any calendar year being permitted to be carried over to the two (2) succeeding calendar years); and provided further that such amount in any calendar year may be increased by an amount not to exceed (A) the cash proceeds from the sale of Equity Interests (other than Disqualified Equity Interests) to members of management, directors or consultants of the Parent or of its Subsidiaries that occurs after the Closing Date plus (B) the amount of any cash bonuses otherwise payable to members of management, directors or consultants of the Parent or any of its Subsidiaries in connection with the Transactions that are foregone in return for the receipt of Equity Interests of the Parent or Holdings pursuant to a deferred compensation plan plus (C) the cash proceeds of key man life insurance policies received by Holdings, the Company or its Restricted Subsidiaries after the Closing Date (provided that Holdings may elect to apply all or any portion of the aggregate increase contemplated by clauses (A), (B) and (C) above in any calendar year) less (D) the amount of any Restricted Payments previously made pursuant to clauses (A), (B) and (C) of this clause (g);

(h) the Company and its Restricted Subsidiaries may make Restricted Payments to Holdings (and Holdings may make Restricted Payments as contemplated in subclauses (i), (ii), (iii), (iv) and (vi) below):

(i) the proceeds of which will be used by Holdings to pay (or make Restricted Payments so that Parent may pay) the tax liability for each relevant jurisdiction in respect

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of consolidated, combined, unitary or affiliated returns for the relevant jurisdiction of the Parent and Holdings attributable to the Parent, Holdings, the Company or its Subsidiaries determined as if the Company and its Subsidiaries filed separately;

(ii) the proceeds of which shall be used by Holdings to pay (or make Restricted Payments so that the Parent may pay) the Parent’s and Holding’s operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including, without limitation, administrative, legal, accounting and similar expenses provided by third parties and insurance premiums for directors and officers liability insurance covering directors and officers of the Parent or Holdings), which are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed $4,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Parent or Holdings attributable to the ownership or operations of the Company and its Restricted Subsidiaries;

(iii) the proceeds of which shall be used by the Parent or Holdings to pay franchise taxes and other fees, taxes and expenses required to maintain its corporate existence;

(iv) the proceeds of which will be used by Holdings to make Restricted Payments permitted by clause (g);

(v) to finance any Investment permitted to be made pursuant to Section 7.02; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) Holdings shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Company or its Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 7.04) of the Person formed or acquired into the Company or its Restricted Subsidiaries in order to consummate such Permitted Acquisition, in each case, in accordance with the requirements of Section 6.12; and

(vi) the proceeds of which shall be used by the Parent or Holdings to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering permitted by this Agreement;

(i) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Company may make additional Restricted Payments to Holdings the proceeds of which may be utilized by Holdings to make additional Restricted Payments, in an aggregate amount not to exceed $25,000,000;

(j) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Company may make additional Restricted Payments to Holdings the proceeds of which may be utilized by Holdings to make additional Restricted Payments, in an amount not to exceed the Cumulative Growth Amount immediately prior to the time of the making of such Restricted Payment;

(k) from and after a Qualifying IPO of the Company, the Company may make the Restricted Payments referred to in clause (g); and

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(l) so long as no Default shall have occurred and be continuing or would result therefrom, Holdings, the Company and any Restricted Subsidiary may make Restricted Payments with any Specified Excluded Proceeds.

Section 7.07. Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by the Company and its Restricted Subsidiaries on the date hereof or any business reasonably related, incidental or ancillary thereto.

Section 7.08. Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Company, whether or not in the ordinary course of business, other than (a) transactions among (A) Loan Parties or (B) Grupo Cinemex and its Subsidiaries, (b) on fair and reasonable terms substantially as favorable to the Company or such Restricted Subsidiary as would be obtainable by the Company or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) the payment of (A) fees and expenses in connection with the consummation of the Transactions and (B) bonuses or the issuance of equity to management of the Company or any of its Subsidiaries upon consummation of the Transactions in an aggregate amount not to exceed $6,000,000, (d) so long as no Event of Default shall have occurred and be continuing under Section 8.01(f), any payments of management, consulting monitoring and advisory fees to the Sponsors (plus any unpaid management and monitoring fees within such amount accrued in any prior year) and Sponsor Termination Fees and related indemnities and reasonable out-of-pocket expenses attributable to the ownership or operations of the Company and its Restricted Subsidiaries, and in each case pursuant to the Sponsor Management Agreement as in effect on the Closing Date, (e) equity issuances, repurchases, retirement or other acquisition of Equity Interests by the Parent, Holdings or the Company permitted under Section 7.06, (f) loans and other transactions by the Parent, Holdings, the Company and its Restricted Subsidiaries to the extent permitted under this Article 7, (g) employment and severance arrangements between the Parent, Holdings, the Company and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business, (h) payments by Holdings, the Company and its Restricted Subsidiaries pursuant to the tax sharing agreements among the Parent, Holdings, the Company and its Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Company and its Restricted Subsidiaries, (i) the payment of customary fees and reasonable out-of-pocket cost to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Parent, Holdings, the Company and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Company and its Restricted Subsidiaries, as determined in good faith by the board of directors of the Company or senior management thereof, (j) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (k) dividends, redemptions and repurchases permitted under Section 7.06, and (l) payments by Holdings, the Company and any Restricted Subsidiaries to the Sponsors made for any customary financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are (A) pursuant to the Sponsor Management Agreement as in effect on the Closing Date and (B) approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of the Company, in each case in good faith.

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Section 7.09. Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary of the Company to make Restricted Payments to the Company or any Guarantor or to otherwise transfer property to or invest in the Company or any Guarantor, or (b) the Company or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing shall not apply to Contractual Obligations which (i) (x) exist on the date hereof and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Company, (iii) represent Indebtedness of a Restricted Subsidiary of the Company which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.05, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness (and excluding in any event any Indebtedness constituting any Junior Financing), (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(b)(v) to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business and (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.

Section 7.10. Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund Indebtedness originally incurred for such purpose.

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Section 7.11. Financial Covenants. (a) Leverage Ratio. Permit the Consolidated Adjusted Leverage Ratio as of the end of any fiscal quarter of the Company (beginning with the fiscal quarter ending March 31, 2005 set forth below to be greater than the ratio set forth below opposite such period:

Fiscal Year	March 31	June 30	September 30	December 31
2005	7.25:1	7.25:1	7.25:1	7.25:1
2006	7.00:1	7.00:1	7.00:1	7.00:1
2007	6.50:1	6.50:1	6.50:1	6.50:1
2008	6.25:1	6.25:1	6.25:1	6.25:1
2009	5.75:1	5.75:1	5.75:1	5.75:1
2010	5.50:1	5.50:1	5.50:1	5.50:1
2011	5.25:1	5.25:1	—	—

(b) Interest Coverage Ratio. Permit the Consolidated Adjusted Interest Coverage Ratio as of the end of any fiscal quarter of the Company (beginning with the fiscal quarter ending March 31, 2005) set forth below to be less than the ratio set forth below opposite such fiscal quarter:

Fiscal Year	March 31	June 30	September 30	December 31
2005	1.75:1	1.75:1	1.75:1	1.75:1
2006	1.85:1	1.85:1	1.85:1	1.85:1
2007	2.00:1	2.00:1	2.00:1	2.00:1
2008	2.25:1	2.25:1	2.25:1	2.25:1
2009	2.50:1	2.50:1	2.50:1	2.50:1
2010	2.50:1	2.50:1	2.50:1	2.50:1
2011	2.50:1	2.50:1	—	—

Section 7.12. Amendments of Organization Documents. Amend, modify or waive any of its Organization Documents in a manner materially adverse to the Administrative Agent or the Lenders.

Section 7.13. Accounting Changes. Make any change in fiscal year.

Section 7.14. Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest and any mandatory payment of applicable high yield discount shall be permitted) the Senior Subordinated Notes, any Permitted Subordinated Indebtedness, any Permitted Holdco Debt or any other subordinated Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, (x) for an aggregate purchase price not in excess of the Cumulative Growth Amount immediately prior to the time of such prepayment, redemption or repurchase or (y) the refinancing thereof with the Net Cash Proceeds of any Permitted Subordinated Indebtedness or any Permitted Holdco Debt (to the extent the Net Cash Proceeds from such Permitted Holdco Debt do not constitute Designated Holdco Debt Proceeds) and (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified

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Equity Interests), or (b) amend, modify or change in any manner materially adverse to the interests of the Administrative Agent or the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent.

Section 7.15. Amendment of Transaction Documents. Amend, modify or supplement any of the Transaction Documents or waive or otherwise consent to any change or departure from any of the terms or conditions of the Transaction Documents in any manner materially adverse to the interests of the Lenders without the consent of the Administrative Agent.

Section 7.16. Equity Interests of the Company. Create, incur, assume or suffer to exist any Lien on any Equity Interests of the Company (other than as required under the Loan Documents and nonconsensual Liens arising solely by operation of law to the extent permitted under Section 7.01).

Section 7.17. Holding Company. In the case of Holdings, (i) conduct, transact or otherwise engage in any business or operations other than those incidental to its ownership of the Equity Interests of the Company, the performance of the Loan Documents, the Purchase Agreement and the other agreements contemplated by the Purchase Agreement and any transactions that Holdings is permitted to enter into or consummate under this Article 7 or (ii) incur any Indebtedness other than Indebtedness permitted pursuant to Section 7.03(c).

Section 7.18. Designated Senior Debt. Designate any other Indebtedness (other than under this Agreement and the other Loan Documents) of the Company or its Restricted Subsidiaries as “Senior Indebtedness”, “Senior Secured Financing” or “Designated Senior Indebtedness” (or any comparable term) under, and as defined in, any Junior Financing Documentation.

Section 7.19. Capital Expenditures. (a) Make any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for the Company and its Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year:

Fiscal Year	Amount
2004	$	101,000,000
2005	$	125,000,000
2006	$	100,000,000
2007	$	50,000,000
2008	$	50,000,000
2009	$	50,000,000
2010	$	50,000,000
2011	$	50,000,000

(b) Notwithstanding anything to the contrary contained in clause (a) above, (i) to the extent that the aggregate amount of Capital Expenditures made by the Company and the

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Restricted Subsidiaries in any fiscal year pursuant to Section 7.19(a) is less than the amount set forth in such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal year (with the amount of Capital Expenditures made in such succeeding fiscal year being applied first to the Rollover Amount) and (ii) for the 2007 fiscal year and any subsequent fiscal year, the amount of Capital Expenditures that would otherwise be permitted in any such fiscal year pursuant to this Section 7.19 (including as a result of the application of subclause (i) of this clause (b)) may be increased by an amount not to exceed $25,000,000 (“CapEx Pull-Forward Amount”). The actual CapEx Pull-Forward Amount in respect of any such fiscal year shall reduce, on a dollar-for-dollar basis, the amount of Capital Expenditures permitted to be made in the immediately succeeding fiscal year (provided that, other than in respect of the 2011 fiscal year, the Company may apply the CapEx Pull-Forward Amount in such immediately succeeding fiscal year).

ARTICLE 8

EVENTS OF DEFAULT AND REMEDIES

Section 8.01. Events of Default. Any of the following shall constitute an Event of Default:

(a) Non-Payment. Any Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Borrowing, or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to any other Loan Document; or

(b) Specific Covenants. The Company fails to perform or observe any term, covenant or agreement contained in any of Sections 6.03(a), 6.05(a) (solely with respect to Holdings and the Company) or 6.11 or Article 7; provided that any Event of Default under Section 7.11 is subject to cure as contemplated by the last proviso set forth in the definition of “Consolidated EBITDA”; or

(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after notice thereof by the Administrative Agent to the Company; or

(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Company or any other Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e) Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount of not

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less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness beyond any applicable cure period, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

(f) Insolvency Proceedings, Etc. Any Loan Party or any of its Restricted Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days or, in the case of the Grupo Cinemex or any of its Subsidiaries organized under the laws of Mexico, ninety (90) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or

(g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Restricted Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or

(h) Judgments. There is entered against any Loan Party or any Restricted Subsidiary one or more final judgments or orders for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and does not deny coverage) and there is a period of sixty (60) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of Holdings, the Company or any Subsidiary to enforce any such judgment; or

(i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Loan Party under Title IV of ERISA in an aggregate amount which could reasonably be expected to exceed the Threshold Amount or (ii) any Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with

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respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount exceeding the Threshold Amount; or

(j) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05) or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document; or any Loan Party denies in writing that it has any or further liability or obligation under any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), or purports in writing to revoke or rescind any Loan Document; or

(k) Change of Control. There occurs any Change of Control; or

(l) Collateral Documents. Any Collateral Document after delivery thereof pursuant to Section 4.01 or 6.12 shall for any reason (other than pursuant to the terms thereof including as a result of a transaction permitted under Section 7.04 or 7.05) cease to, or shall be asserted by the Company or any other Loan Party not to, create a valid and perfected first priority lien on and security interest in the Collateral covered thereby, subject to Liens permitted under Section 7.01 except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Agreements or to file Uniform Commercial Code continuation statements and except, as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and the Administrative Agent shall be reasonably satisfied with the credit of such insurer; or

(m) Junior Financing Documentation. (i) Any of the Obligations of the Loan Parties under the Loan Documents for any reason shall cease to be “Senior Indebtedness”, “Senior Secured Financing” or “Designated Senior Indebtedness” (or any comparable term) under, and as defined in, any Junior Financing Documentation or (ii) the subordination provisions set forth in any Junior Financing Documentation shall, in whole or in part, cease to be effective or cease to be legally valid, binding and enforceable against the holders of any Junior Financing, if applicable.

Section 8.02. Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers;

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(c) require that the Company Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law;

provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Company under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Company to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Section 8.03. Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Subsidiary affected by any event or circumstances referred to in any such clause that did not, as of the last day of the most recent completed fiscal quarter of the Company, in the case of any single Subsidiary, have assets with a value in excess of 5% of the Consolidated Assets of the Company and its Subsidiaries or did not, as of the four quarter period ending on the last day of such fiscal quarter, have revenues exceeding 5% of the Consolidated Revenues of the Company and its Subsidiaries (it being agreed that each Subsidiary affected by any event or circumstance referred to in any such clause shall be considered to be a single consolidated Subsidiary for purposes of determining whether the condition specified above is satisfied).

Section 8.04. Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including Attorney Costs payable under Section 10.04 and amounts payable under Article 3, but not including principal of or interest on any Loan) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.05 and amounts payable under Article 3), ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

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Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Agreements and, to the extent remaining unpaid after application pursuant to clause Third above, the Cash Management Obligations, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit;

Sixth, to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrowers or as otherwise required by Law.

Notwithstanding anything to the contrary in this Agreement, amounts received from any Foreign Subsidiary on account of the Obligations of any Foreign Subsidiary shall be applied solely to the payment of the Obligations of the Foreign Subsidiaries

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers.

ARTICLE 9

ADMINISTRATIVE AGENT AND OTHER AGENTS

Section 9.01. Appointment and Authorization of Agents. (a) Each Lender hereby irrevocably appoints, designates and authorizes each of the Administrative Agent and the Mexican Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent and the Mexican Administrative Agent shall have no duties or responsibilities, except

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those expressly set forth herein, nor shall the Administrative Agent or the Mexican Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent or the Mexican Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Article 9 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article 9 and in the definition of “Agent-Related Person” included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.

(c) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), L/C Issuer (if applicable) and a potential Hedge Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article 9 (including, without limitation, Section 9.07, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

(d) With respect to any action by the Administrative Agent to enforce the rights and remedies of the Administrative Agent and the Lenders under this Agreement and the other Loan Documents, each Lender hereby consents to the jurisdiction of the court in which such action is maintained, and agrees to deliver its Note to the Administrative Agent to the extent necessary to enforce the rights and remedies of the Administrative Agent for the benefit of the Lenders under the Mortgages in accordance with the provisions hereof and thereof.

Section 9.02. Delegation of Duties. Each of the Administrative Agent and the Mexican Administrative Agent may execute any of its duties under this Agreement or any other Loan Document (including, in the case of the Administrative Agent, for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral

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Documents or of exercising any rights and remedies thereunder) by or through agents, employees or attorneys-in-fact including for the purpose of any Borrowings or payments in Pesos, such sub-agents as shall be deemed necessary by the Administrative Agent or the Mexican Administrative Agent and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Neither the Administrative Agent nor the Mexican Administrative Agent shall be responsible for the negligence or misconduct of any agent or sub-agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

Section 9.03. Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or the Mexican Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.

Section 9.04. Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

(b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the

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Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Section 9.05. Notice of Default. Neither the Administrative Agent nor the Mexican Administrative Agent shall be deemed to have knowledge or notice of the occurrence of any Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent or the Mexican Administrative Agent for the account of the Lenders, unless the Administrative Agent or the Mexican Administrative Agent shall have received written notice from a Lender or the Company referring to this Agreement, describing such Default and stating that such notice is a “notice of default.” The Administrative Agent will notify the Lenders of its receipt of any such notice. Each of the Administrative Agent and the Mexican Administrative Agent shall take such action with respect to any Event of Default as may be directed by the Required Lenders in accordance with Article 8; provided that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable or in the best interest of the Lenders.

Section 9.06. Credit Decision; Disclosure of Information by Agents. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company and the other Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

Section 9.07. Indemnification of Agents. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided that no Lender shall

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be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting from such Agent-Related Person’s own gross negligence or willful misconduct; provided that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Company. The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of the Administrative Agent.

Section 9.08. Agents in their Individual Capacities. CNAI, Banamex and their Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though CNAI were not the Administrative Agent or the L/C Issuer and Banamex were not the Mexican Administrative Agent hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, CNAI, Banamex or their Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that neither the Administrative Agent nor the Mexican Administrative Agent shall be under any obligation to provide such information to them. With respect to its Loans, CNAI and Banamex shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent or the L/C Issuer, in the case of CNAI, or the Mexican Administrative Agent, in the case of Banamex, and the terms “Lender” and “Lenders” include CNAI in its individual capacity.

Section 9.09. Successor Agents. The Administrative Agent may resign as the Administrative Agent upon thirty (30) days’ notice to the Lenders. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be consented to by the Company at all times other than during the existence of an Event of Default under Section 8.01(f) (which consent of the Company shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Company, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent,” shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the

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Administrative Agent, the provisions of this Article 9 and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. The provisions of this Section 9.09 shall apply mutatis mutandis to the Mexican Administrative Agent.

Section 9.10. Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Administrative Agent and the Mexican Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Administrative Agent and the Mexican Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.03(i) and (j), 2.09 and 10.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances

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of the Agents and their respective agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Section 9.11. Collateral and Guaranty Matters. The Lenders irrevocably authorize the Administrative Agent:

(a) to release any Lien on any property (including leased property) granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit, (ii) that is transferred (or for which the lease is terminated) or to be transferred (or for which the lease is to be terminated) as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, the Company or any of its Domestic Subsidiaries that are Restricted Subsidiaries, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (iv) owned by a Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below;

(b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); and

(c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Junior Financing.

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will, at the Company’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Section 9.12. Other Agents; Arrangers and Managers. None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “co-documentation agent”, “agent,” “joint lead arranger” or “joint bookrunner” shall

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have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

Section 9.13. Appointment of Supplemental Administrative Agents. (a) It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent deems that by reason of any present or future Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent is hereby authorized to appoint an additional individual or institution selected by the Administrative Agent in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional individual or institution being referred to herein individually as a “Supplemental Administrative Agent” and collectively as “Supplemental Administrative Agents”).

(b) In the event that the Administrative Agent appoints a Supplemental Administrative Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Administrative Agent to the extent, and only to the extent, necessary to enable such Supplemental Administrative Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Administrative Agent shall run to and be enforceable by either the Administrative Agent or such Supplemental Administrative Agent, and (ii) the provisions of this Article 9 and Section 9.07 (obligating the Company to pay the Administrative Agent’s expenses and to indemnify the Administrative Agent) that refer to the Administrative Agent shall inure to the benefit of such Supplemental Administrative Agent and all references therein to the Administrative Agent shall be deemed to be references to the Administrative Agent and/or such Supplemental Administrative Agent, as the context may require.

(c) Should any instrument in writing from the Company, Holdings or any other Loan Party be required by any Supplemental Administrative Agent so appointed by the Administrative Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, the Company or Holdings, as applicable, shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent. In case any Supplemental Administrative Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Administrative Agent, to the extent permitted by

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Law, shall vest in and be exercised by the Administrative Agent until the appointment of a new Supplemental Administrative Agent.

ARTICLE 10

MISCELLANEOUS

Section 10.01. Amendments, Etc. Except as otherwise expressly provided for in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan Party, as the case may be, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that no such amendment, waiver or consent shall:

(a) extend or increase the Commitment of any Lender without the written consent of each Lender directly affected thereby;

(b) postpone any date scheduled for any payment of principal or interest under Section 2.07 or 2.08 without the written consent of each Lender directly affected thereby, it being understood that the waiver of any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest;

(c) forgive or reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, it being understood that any change to the definition of Consolidated Adjusted Leverage Ratio or in the component definitions thereof shall not constitute a reduction in the rate; provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest at the Default Rate;

(d) change any provision of this Section 10.01, the definition of “Required Lenders” or Section 2.05(a), 2.05(b), 2.06(c) or any other Section in a manner that would alter the pro rata sharing of payments required hereunder without the written consent of each Lender;

(e) other than in a transaction permitted under Section 7.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; or

(f) other than in connection with a transaction permitted under Section 7.04 or 7.05, release any material Guarantor from its obligations under the applicable Guaranty, without the written consent of each Lender;

and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C

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Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the relevant Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Mexican Administrative Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Mexican Administrative Agent, as applicable, under this Agreement or any other Loan Document; and (iv) Section 10.07(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (v) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders).

Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, the Mexican Administrative Agent, Holdings and the Borrowers (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Facility Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.

In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, Holdings, the Borrowers and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans (“Refinanced Term Loans”) with a replacement term loan tranche hereunder (“Replacement Term Loans”); provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, (c) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the Term Loans) and (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such refinancing.

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Notwithstanding anything to the contrary contained in Section 10.01, in the event that the Borrowers request that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Super Majority Lenders (as hereinafter defined), then with the consent of the Borrowers and the Super Majority Lenders, the Borrowers and the Super Majority Lenders shall be permitted to amend the Agreement without the consent of the Lender or Lenders that did not agree to the modification or amendment requested by the Borrowers (such Lender or Lenders, collectively the “Minority Lenders”) to provide for (w) the termination of the Commitment of each of the Minority Lenders, (x) the addition to this Agreement of one or more other financial institutions (each of which shall be an Eligible Assignee and shall consent to the requested modification or amendment), or an increase in the Commitment of one or more of the Super Majority Lenders (with the written consent thereof), so that the total Commitment after giving effect to such amendment shall be in the same amount as the total Commitment immediately before giving effect to such amendment (provided that in the case of such an assignment to an Eligible Assignee, such assignee or the Company shall pay the processing and recordation fee referred to in Section 10.07(b)), (y) if any Loans are outstanding at the time of such amendment, the making of such additional Loans by such new financial institutions or Super Majority Lender or Lenders, as the case may be, as may be necessary to repay in full, at par, the outstanding Loans of the Minority Lenders immediately before giving effect to such amendment and (z) such other modifications to this Agreement as may be appropriate to effect the foregoing clauses (w), (x) and (y). As used herein, the term “Super Majority Lenders” shall mean, as of any date of determination, Lenders having more than 66 2/3% of the sum of the (a) Total Outstandings (with the aggregate Dollar Amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition); (b) aggregate unused Term Commitments and (c) aggregate unused Revolving Credit Commitments; provided that the unused Term Commitment, unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Super Majority Lenders.

Section 10.02. Notices and Other Communications; Facsimile Copies. (a) General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or any other Loan Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or (subject to Section 10.02(c)) electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to any Borrower, the Administrative Agent, the Mexican Administrative Agent, the L/C Issuer, the Dollar Swing Line Lender or the Peso Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and

(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such

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other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Company, the Administrative Agent, the Mexican Administrative Agent, the L/C Issuer, the Dollar Swing Line Lender and the Peso Swing Line Lender.

All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of Section 10.02(c)), when delivered; provided that notices and other communications to the Administrative Agent, the Mexican Administrative Agent, the L/C Issuer, the Dollar Swing Line Lender and the Peso Swing Line Lender pursuant to Article 2 shall not be effective until actually received by such Person. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder.

(b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually signed originals and shall be binding on all Loan Parties, the Agents and the Lenders. The Administrative Agent or the Mexican Administrative Agent may also require that any such documents and signatures be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature.

(c) Limited Use of Electronic Mail. Electronic mail and Internet and intranet websites may be used only to distribute routine communications, such as financial statements and other information as provided in Section 6.02, and to distribute Loan Documents for execution by the parties thereto, and may not be used for any other purpose.

(d) Reliance by Agents and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of any Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrowers shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrowers in the absence of gross negligence or willful misconduct. All telephonic notices to the Administrative Agent or the Mexican Administrative Agent may be recorded by the Administrative Agent or the Mexican Administrative Agent, as applicable, and each of the parties hereto hereby consents to such recording.

Section 10.03. No Waiver; Cumulative Remedies. No failure by any Lender, the Administrative Agent or the Mexican Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any

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right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

Section 10.04. Attorney Costs, Expenses and Taxes. The Company agrees (a) to pay or reimburse the Administrative Agent and the Mexican Administrative Agent for all reasonable costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Cravath, Swaine & Moore LLP, and (b) to pay or reimburse the Administrative Agent, the Mexican Administrative Agent and each Lender for all reasonable costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout, restructuring or negotiations in respect thereof, as well as any legal proceeding, including any proceeding under any Debtor Relief Law, including all Attorney Costs of counsel to the Administrative Agent or the Mexican Administrative Agent). The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by any Agent. All amounts due under this Section 10.04 shall be paid promptly. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender, in its sole discretion.

Section 10.05. Indemnification by the Company. The Company shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, advisors, trustees and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs (which shall be limited to one (1) counsel to the Administrative Agent and the Lenders (exclusive of local counsel), unless (x) the interests of the Administrative Agent and the Lenders are sufficiently divergent, in which case one (1) additional counsel may be appointed and (y) if the interests of any Lender or group of Lenders (other than all of the Lenders) are distinctly or disproportionately affected, one (1) additional counsel for such Lender or group of Lenders in the case of clause (a) below)) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (c) any actual or alleged presence or Release of Hazardous Materials on or from any property currently or formerly owned or

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operated by the Company, any Subsidiary or any other Loan Party, or any Environmental Liability related in any way to the Company, any Subsidiary or any other Loan Party, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, shareholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated. All amounts due under this Section 10.05 shall be paid promptly; provided that any Indemnitee shall promptly refund amounts paid to such Indemnitee pursuant to this Section 10.05 to the extent that a court of competent jurisdiction determines in a final, non-appealable judgment that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Section 10.06. Payments Set Aside. To the extent that any payment by or on behalf of the Company is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect.

Section 10.07. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither Holdings nor any Borrower may assign or

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otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of Section 10.07(b), (ii) by way of participation in accordance with the provisions of Section 10.07(d), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(f) or (iv) to an SPC in accordance with the provisions of Section 10.07(g) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(d) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.07(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the outstanding principal balance of the Loan of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving Credit Facility, or $1,000,000, in the case of any assignment in respect of any Term Loans; (ii) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund (but subject to clause (iv) below), each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing and except for assignments in connection with the primary syndication of the Facilities, the Company consents to such assignment (each such consent not to be unreasonably withheld or delayed); (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (iii) shall not (x) apply to rights in respect of Swing Line Loans or (y) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis; (iv) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent, the L/C Issuer and the Dollar Swing Line Lender (and, in the case of an assignment of a Peso Commitment, the Peso Swing Line Lender) unless the Person that is the proposed assignee is itself a Revolving Credit Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee), each such approval not to be unreasonably withheld or delayed; (v) the parties (other than the Company unless its consent to such assignment is required hereunder) to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (which fee the Company shall have no obligation to pay other than as provided for in Section 10.01), provided that only a single processing and recordation fee shall be payable in respect of multiple contemporaneous assignments to Approved Funds with respect to any Lender; and (vi) the assigning Lender shall

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deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(c), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Note, the relevant Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.07(d). An assignee of a Peso Revolving Credit Lender shall not be entitled to receive any greater payment under Section 3.01 than the assignor Peso Revolving Credit Lender would have been entitled to receive in respect of the Loan assigned.

(c) The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans, L/C Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and amounts due under Section 2.03, owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrowers, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by any Borrower, any Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural person) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any

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amendment, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant. Subject to Section 10.07(e), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(b), but shall not be entitled to recover greater amounts under such Sections than the selling Lender would be entitled to recover. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender.

(e) A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the relevant Borrower’s prior written consent. A Participant shall not be entitled to the benefits of Section 3.01, and the sale of participation to a Participant by a Peso Revolving Credit Lender shall not be deemed effective, unless the relevant Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the relevant Borrower, to comply with Section 10.15 as though it were a Lender.

(f) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the relevant Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the relevant Borrower under this Agreement (including its obligations under Section 3.01, 3.04 or 3.05), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the relevant Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

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(h) Notwithstanding anything to the contrary contained herein, any Lender that is a Fund may, without the consent of or notice to the Administrative Agent or the Company, create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

(i) Notwithstanding anything to the contrary contained herein, CNAI may, upon thirty (30) days’ notice to the Company and the Lenders, resign as L/C Issuer and/or Dollar Swing Line Lender; provided that on or prior to the expiration of such 30-day period with respect to CNAI’s resignation as L/C Issuer (if at the time there is not another L/C Issuer hereunder), CNAI shall have identified a successor L/C Issuer reasonably acceptable to the Company willing to accept its appointment as successor L/C Issuer. In the event of any such resignation as L/C Issuer or Dollar Swing Line Lender, the Company shall be entitled to appoint from among the Lenders willing to accept such appointment a successor L/C Issuer or Dollar Swing Line Lender hereunder; provided that no failure by the Company to appoint any such successor shall affect the resignation of CNAI as L/C Issuer or Dollar Swing Line Lender, as the case may be, except as expressly provided above. If CNAI resigns as L/C Issuer, it shall retain all the rights and obligations of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If CNAI resigns as Dollar Swing Line Lender, it shall retain all the rights of the Dollar Swing Line Lender provided for hereunder with respect to Dollar Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Dollar Swing Line Loans pursuant to Section 2.04(c)). The applicable provisions of this Section 10.07(i) shall apply mutatis mutandis to the resignation of any Person acting as Peso Swing Line Lender or any other L/C Issuer.

Section 10.08. Confidentiality. Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to it and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any regulatory authority; (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) subject to an agreement containing provisions substantially the same as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Company), to any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement; (f) with the written consent of the

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Company; (g) to the extent such Information becomes publicly available other than as a result of a breach of this Section 10.08; (h) to any state, Federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender; (i) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Lender); (j) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder or (k) to any direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 10.08). In addition, the Agents and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For the purposes of this Section 10.08, “Information” means all information received from any Loan Party relating to any Loan Party or its business, other than any such information that is publicly available to any Agent or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 10.08; provided that, in the case of information received from a Loan Party after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same reasonable degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Section 10.09. Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Company or any other Loan Party, any such notice being waived by the Company (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that, in the case of any such deposits or other Indebtedness for the credit or the account of any Foreign Subsidiary, such set off may only be against any Obligations of Foreign Subsidiaries. Each Lender agrees promptly to notify the Company and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that

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is not a Loan Party constitute security, or shall the proceeds of such assets be available for, payment of the Obligations of the Company or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrowers’ obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii).

Section 10.10. Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrowers. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

Section 10.11. Counterparts. This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier.

Section 10.12. Integration. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with its terms.

Section 10.13. Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force

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and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

Section 10.14. Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 10.15. Tax Forms. (a) (i) Each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall deliver to the Company and the Administrative Agent, on or prior to the date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed, properly completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Company or any other Loan Party pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Company or any other Loan Party pursuant to this Agreement or any other Loan Document) or such other evidence reasonably satisfactory to the Company and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, United States withholding tax, including any exemption pursuant to Section 881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the Company and the Administrative Agent that such Foreign Lender is not (i) a “bank” as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent shareholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Company with the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Company and the Administrative Agent such additional duly completed and signed copies of one or more of such forms or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is reasonably satisfactory to the Company and the Administrative Agent of any available exemption from, or reduction of, United States withholding taxes in respect of all payments to be made to such Foreign Lender by the Company or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or evidence previously delivered by it to the Company and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Company or the Administrative Agent, and (B) promptly notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

(ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Lender), shall deliver to the Company and the Administrative Agent on the

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date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of the Company or the Administrative Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed completed copies of the forms or statements required to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States withholding tax, and (B) two duly signed completed copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender.

(iii) The Company shall not be required to pay any additional amount or any indemnity payment under Section 3.01 to (A) any Foreign Lender with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 10.15(a), (B) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a), or (C) any U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b); provided that if such Lender shall have satisfied the requirement of this Section 10.15(a) or Section 10.15(b), as applicable, on the date such Lender became a Lender or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b) shall relieve any Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate.

(iv) The Administrative Agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents.

(b) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the Company two duly signed, properly completed copies of IRS Form W-9 on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), certifying that such U.S. Lender is entitled to an exemption from United States backup withholding tax, or any successor form. If such U.S. Lender fails to deliver such forms, then the Administrative Agent may withhold from any payment to such U.S. Lender an amount equivalent to the applicable backup withholding tax imposed by the Code.

(c) If (i) any Governmental Authority asserts that the Company or the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Foreign Lender or U.S. Lender, and (ii) either

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(A) the assertion for withholding or backup withholding is based upon a failure by any Lender to provide proper forms or certification in accordance with this Section 10.15, or (B) in the good faith judgment of the applicable Foreign Lender or U.S. Lender, there is a reasonable expectation that such Foreign Lender or U.S. Lender will receive a tax benefit from such withholding or backup withholding, then such Foreign Lender or U.S. Lender shall indemnify the Company and the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Company and the Administrative Agent under this Section 10.15, and costs and expenses (including Attorney Costs) of the Company and the Administrative Agent. In the event that such indemnity is triggered solely by clause (ii)(B), then such indemnity shall apply only to the extent of the reasonably expected amount of such tax benefit that will be actually utilizable, as determined in the good faith judgment of the applicable Foreign Lender or U.S. Lender. In addition, any Lender’s obligation to make any payment to the Company or the Administrative Agent under this Section 10.15(d) shall be reduced by the amount the Lender was entitled to receive pursuant to Section 3.01(a)(i). The obligation of the Foreign Lenders or U.S. Lenders, severally, under this Section 10.15 shall survive the termination of the Aggregate Commitments, repayment of all other Obligations hereunder and the resignation of the Administrative Agent.

Section 10.16. Governing Law. (a) THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH BORROWER, HOLDINGS, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE JURISDICTION OF THOSE COURTS. EACH BORROWER, HOLDINGS, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

Section 10.17. Waiver of Right to Trial by Jury. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A

157

COPY OF THIS SECTION 10.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 10.18. Binding Effect. This Agreement shall become effective when it shall have been executed by the Company and Holdings and the Administrative Agent shall have been notified by the Mexican Administrative Agent, each Lender, the Dollar Swing Line Lender and the L/C Issuer that each such Lender, Swing Line Lender and the L/C Issuer has executed it and thereafter shall be binding upon and inure to the benefit of each Borrower, each Agent and each Lender and their respective successors and assigns, except that no Borrower shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders except as permitted by Section 7.04.

Section 10.19. Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each Borrower in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from the relevant Borrower in the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under applicable law).

Section 10.20. Lender Action. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party or any other obligor under any of the Loan Documents or the Secured Hedge Agreements (including, without limitation, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, without the prior written consent of the Administrative Agent. The provision of this Section 10.20 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

Section 10.21. USA PATRIOT Act. Each Lender hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that

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identifies the Borrowers, which information includes the name and address of the Borrowers and other information that will allow such Lender to identify the Borrowers in accordance with the Act.

Section 10.22. Routine Electronic Communications. The Company hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to a request for a new, or a conversion of an existing, borrowing or other extension of credit (including any election of an interest rate or interest period relating thereto), (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any default or event of default under this Agreement or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Routine Communications”), by transmitting the Routine Communications in an electronic/soft medium in a format acceptable to the Administrative Agent to oploanswebadmin@citigroup.com. In addition, the Company agrees to continue to provide the Routine Communications to the Administrative Agent in any other manner specified in the Loan Documents but only to the extent requested by the Administrative Agent.

The Company further agrees that the Administrative Agent may make the Routine Communications available to the Lenders by posting the Routine Communications on Intralinks or a substantially similar electronic transmission systems (the “Platform”).

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT-RELATED PERSONS DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL ANY AGENT-RELATED PERSON HAVE ANY LIABILITY TO THE COMPANY, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE COMPANY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT-RELATED PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

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The Administrative Agent agrees that the receipt of the Routine Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Routine Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that notice to it (as provided in the next sentence) specifying that the Routine Communications have been posted to the Platform shall constitute effective delivery of the Routine Communications to such Lender for purposes of the Loan Documents. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notices may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such e-mail address.

Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

LCE ACQUISITION CORPORATION,

By:

Name: 

Title:

LCE HOLDCO LLC,

By:

Name: 

Title:

The undersigned hereby acknowledges and agrees that, upon the effectiveness of the merger of LCE Acquisition Corporation with and into Loews Cineplex Entertainment Corporation with Loews Cineplex Entertainment Corporation continuing as the surviving corporation under the name “Loews Cineplex Entertainment Corporation” it will succeed by operation of law to all of the rights and obligations of LCE Acquisition Corporation set forth herein and that all references herein to the “Company” shall thereupon be deemed to be references to the undersigned.

LOEWS CINEPLEX ENTERTAINMENT CORPORATION,

By:

Name: 

Title:

S-1

CITICORP NORTH AMERICA, INC.,
as Initial Lender, Administrative Agent,
Dollar Swing Line Lender and L/C Issuer

By:

Name: 

Title:

S-2

BANCO NACIONAL DE MEXICO, S.A.,

INTEGRANTE DEL GRUPO FINANCIERO BANAMEX, as Mexican Administrative Agent

By:

Name: 

Title:

S-3

CREDIT SUISSE FIRST BOSTON,
acting through its Cayman Islands Branch, as
Initial Lender and Syndication Agent

By:

Name: 

Title:

By:

Name: 

Title:

S-4

DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as Initial Lender

By:

Name: 

Title:

By:

Name: 

Title:

S-5

DEUTSCHE BANK TRUST COMPANY AMERICAS, as L/C Issuer

By:

Name: 

Title:

S-6

DEUTSCHE BANK SECURITIES INC.,
as Co-Documentation Agent

By:

Name: 

Title:

S-7

LEHMAN COMMERCIAL PAPER INC.,
as Initial Lender and Co- Documentation Agent

By:

Name: 

Title:

S-8

BANK OF AMERICA, N.A.,
as Initial Lender and Co-Documentation Agent

By:

Name: 

Title:

S-9

SCHEDULE 2.01

COMMITMENTS

Lender	Revolving Credit Commitment		Closing Date Term Commitment		Delayed Draw Term Commitment		Total Commitment
Citicorp North America, Inc.	$	26,500,000	$	630,000,000	$	16,750,000	$	673,250,000
Credit Suisse First Boston	$	20,500,000	$	0	$	16,750,000	$	37,250,000
Bank of America, N.A.	$	11,000,000	$	0	$	5,500,000	$	16,500,000
Deutche Bank AG Cayman Islands Branch	$	11,000,000	$	0	$	5,500,000	$	16,500,000
Lehman Commercial Paper Inc.	$	11,000,000	$	0	$	5,500,000	$	16,500,000
Crédit Industriel et Commercial	$	5,000,000	$	0	$	0	$	5,000,000
General Electric Capital Corporation	$	15,000,000	$	0	$	0	$	15,000,000

Peso Revolving Credit
Lender Peso
Commitment

SCHEDULE 10.02

ADMINISTRATIVE AGENTS’ OFFICES;

CERTAIN ADDRESSES FOR NOTICES

COMPANY:

MEXICAN BORROWER:

ADMINISTRATIVE AGENT:

Administrative Agent’s Office

Other Notices as Administrative Agent:

MEXICAN ADMINISTRATIVE AGENT:

Mexican Administrative Agent’s Office

Other Notices as Mexican Administrative Agent:

L/C ISSUER:

DOLLAR SWING LINE LENDER:

EX-10.2

Exhibit 10.2

EXECUTION COPY

SECURITY AGREEMENT

Dated July 30, 2004

From

The Grantors referred to herein

as Grantors

to

CITICORP NORTH AMERICA, INC.

as Administrative Agent

Table of Contents

		Page
SECTION 1.	Grant of Security	2
SECTION 2.	Security for Obligations	5
SECTION 3.	Grantors Remain Liable	6
SECTION 4.	Delivery and Control of Security Collateral; Investment Property	6
SECTION 5.	Other Actions	7
SECTION 6.	Representations and Warranties	9
SECTION 7.	Further Assurances	11
SECTION 8.	Post-Closing Changes; Bailees; Collections on Assigned Agreements and Accounts	12
SECTION 9.	As to Intellectual Property Collateral	12
SECTION 10.	Voting Rights; Dividends; Etc.	14
SECTION 11.	Transfers and Other Liens; Additional Shares; LLC/Partnership Interests	15
SECTION 12.	Administrative Agent Appointed Attorney-in-Fact	15
SECTION 13.	Administrative Agent May Perform	16
SECTION 14.	Administrative Agent’s Duties	16
SECTION 15.	Remedies	17
SECTION 16.	Indemnity and Expenses	18
SECTION 17.	Amendments; Waivers; Additional Grantors; Etc.	19
SECTION 18.	Notices, Etc.	20
SECTION 19.	Continuing Security Interest; Assignments under the Credit Agreement	20
SECTION 20.	Release; Termination	20
SECTION 21.	Execution in Counterparts	21
SECTION 22.	The Mortgages	21
SECTION 23.	Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.	21
SECTION 24.	Severability	22

i

SCHEDULES:
Schedule I	-	Location, Chief Executive Office, Type Of Organization, Jurisdiction Of Organization And Organizational Identification Number
Schedule II	-	Pledged Equity
Schedule III	-	Pledged Intercompany Notes
Schedule IV	-	Intellectual Property
Schedule V	-	Commercial Tort Claims
Schedule VI	-	Collateral Description
EXHIBITS:
Exhibit A	-	Form of Security Agreement Supplement
Exhibit B	-	Form of Copyright Security Agreement
Exhibit C	-	Form of Patent Security Agreement
Exhibit D	-	Form of Trademark Security Agreement

ii

SECURITY AGREEMENT

SECURITY AGREEMENT dated July 30, 2004 made by LCE ACQUISITION CORPORATION (to be merged with and into LOEWS CINEPLEX ENTERTAINMENT CORPORATION, a Delaware corporation) (the “Company”), LCE HOLDCO, LLC, a Delaware limited liability company (“Holdings”), the other Persons listed on the signature pages hereof and the Additional Grantors (as hereinafter defined) (the Company, Holdings, the Persons so listed and the Additional Grantors being, collectively, the “Grantors”), to CITICORP NORTH AMERICA, INC., as administrative agent (in such capacity, together with any successor administrative agent, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

PRELIMINARY STATEMENTS

(1) The Company has entered into a Credit Agreement dated of even date herewith (said Agreement, as it may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time, being the “Credit Agreement”) with Holdings, the other Borrowers party thereto and the Lenders, the L/C Issuer and the Agents party thereto.

(2) Pursuant to the Credit Agreement, the Grantors are entering into this Agreement in order to grant to the Administrative Agent for the ratable benefit of the Secured Parties a security interest in the Collateral (as hereinafter defined) to secure their respective Secured Obligations (as hereinafter defined).

(3) It is a condition precedent to the making of Loans and the issuance of Letters of Credit by the Lenders under the Credit Agreement and the entry into Secured Hedge Agreements by the Hedge Banks from time to time that the Grantors shall have granted the assignment and security interest and made the pledge and assignment contemplated by this Agreement.

(4) Each Grantor will derive substantial direct and indirect benefit from the transactions contemplated by the Loan Documents and the Secured Hedge Agreements (together with all instruments, agreements or other documents evidencing the Cash Management Obligations, the “Finance Documents”).

(5) Terms defined in the Credit Agreement and not otherwise defined in this Agreement are used in this Agreement as defined in the Credit Agreement. Further, unless otherwise defined in this Agreement or in the Credit Agreement, terms defined in Article 8 or 9 of the UCC (as defined below) are used in this Agreement as such terms are defined in such Article 8 or 9 (including Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Commodity Intermediary, Deposit Accounts, Electronic Chattel Paper, Entitlement Holder, Entitlement Order, Documents, Equipment, Farm Products, Financial Assets, Fixtures, General Intangibles, Goods, Instruments, Inventory, Investment Property, Letter-of-Credit Rights, Proceeds, Securities Accounts, Securities Intermediary, Security, Supporting Obligations and Uncertificated Security). “UCC” means the “Uniform Commercial Code” as defined in the Credit Agreement.

NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make Loans and participate in Letters of Credit, and the L/C Issuer to issue Letters of Credit under the Credit Agreement and to induce the Hedge Banks to enter into Secured Hedge Agreements from time to time, each Grantor hereby agrees with the Administrative Agent for the ratable benefit of the Secured Parties as follows:

SECTION 1. Grant of Security. Each Grantor hereby pledges (where applicable) and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in such Grantor’s right, title and interest in and to the following property, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising (collectively, the “Collateral”):

(a) all Accounts;

(b) all cash and Cash Equivalents;

(c) all Chattel Paper;

(d) all Commercial Tort Claims (including, without limitation, the Commercial Tort Claims set forth on Schedule V hereto);

(e) all Deposit Accounts;

(f) all Documents;

(g) all Equipment;

(h) all Farm Products;

(i) all Fixtures;

(j) all General Intangibles;

(k) all Goods;

(l) all Instruments;

(m) all Inventory;

(n) all Letter-of-Credit Rights;

(o) the following (the “Security Collateral”):

(i) all indebtedness evidenced by promissory notes or other instruments from time to time owed to such Grantor (the “Pledged Debt”) including, without limitation, the instruments set forth on Schedule III hereto, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt;

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(ii) all Equity Interests in Subsidiaries of Holdings from time to time acquired, owned or held by such Grantor in any manner (the “Pledged Equity”), including, without limitation, the Equity Interests in Subsidiaries of Holdings held by each Grantor set forth opposite such Grantor’s name on and otherwise described on Schedule II, and the certificates, if any, representing such Equity Interests or such additional shares or units or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other Equity Interests and all subscription warrants, rights or options issued thereon or with respect thereto; provided that no Grantor shall be required to pledge, and the terms “Pledged Equity” and “Security Collateral” used in this Agreement shall not include, any (A) Equity Interests which are direct assets owned by any Foreign Subsidiary, (B) Equity Interests in any Foreign Subsidiary held of record by such Grantor which, when aggregated with all of the other Equity Interests in such Foreign Subsidiary pledged by the Grantors, would result, directly or indirectly, in more than 65% of the Equity Interests in such Foreign Subsidiary entitled to vote (within the meaning of Treasury Regulation Section 1.956 2(c)(2) promulgated under the Code) (the “Voting Foreign Stock”) being pledged to the Administrative Agent, on behalf of the Secured Parties under this Agreement; provided further that all of the shares of stock or units or other Equity Interests in such Foreign Subsidiary not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Code) (the “Non-Voting Foreign Stock”) shall be pledged by such Grantor or (C) Equity Interests in any Foreign Subsidiary the assets of which constituted less than 2.5% of Consolidated Assets and the revenues of which contributed less than 2.5% of Consolidated Revenues, in each case based on the most recently delivered financial statements under Section 6.01(a) or (b) of the Credit Agreement (provided¸ further, however, that the Foreign Subsidiaries the pledge of the Equity Interests in which is excluded pursuant to this clause (C) shall not in any event constitute more than 5% of Consolidated Assets or represent more than 5% of Consolidated Revenues (as so determined)); and

(iii) all other Investment Property and all Financial Assets, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange therefor and all subscription warrants, rights or options issued thereon or with respect thereto;

(p) all contracts and agreements between any Grantor and one or more additional Persons (including, without limitation, any Swap Contracts, licensing agreements and any partnership agreements, joint venture agreements, limited liability company agreements) and the IP Agreements (as hereinafter defined), in each case as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time (collectively, the

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“Assigned Agreements”), including, without limitation, all rights of such Grantor to receive moneys due and to become due under or pursuant to the Assigned Agreements (all such Collateral being the “Agreement Collateral”);

(q) the following (collectively, the “Intellectual Property Collateral”):

(i) all patents, patent applications, and statutory invention registrations, all inventions claimed or disclosed therein and all improvements thereto (“Patents”);

(ii) all trademarks, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and other source identifiers, whether registered or unregistered, and all common-law rights relating thereto (provided that the Administrative Agent shall not exercise its rights under Section 15 with respect to any United States intent-to-use trademark applications solely to the extent that, and solely during the period in which, such actions would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together, in each case, with the goodwill of the business symbolized thereby (“Trademarks”);

(iii) all copyrights whether registered or unregistered (“Copyrights”), including, without limitation, copyrights in all Computer Software (as hereinafter defined), internet web sites and the content thereof;

(iv) all computer software, programs and databases (including, without limitation, source code, object code and all related applications and data files), firmware and documentation and materials relating thereto, together with any and all maintenance rights, service rights, programming rights, hosting rights, test rights, improvement rights, renewal rights and indemnification rights and any substitutions, replacements, improvements, error corrections, updates and new versions of any of the foregoing (“Computer Software”);

(v) all confidential and proprietary information, including, without limitation, confidential and proprietary know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information (collectively, “Trade Secrets”), and all other intellectual, industrial and intangible property of such type, including, without limitation, industrial designs and mask works;

(vi) all registrations and applications for registration for any of the foregoing, together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof;

(vii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;

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(viii) all agreements, permits, consents, orders and franchises relating to the license, ownership, development, use or disclosure of any of the foregoing to which such Grantor, now or hereafter, is a party or a beneficiary and all rights in any of the foregoing (“IP Agreements”); and

(ix) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, all proceeds and damages relating thereto;

(r) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any of the Collateral;

(s) all other tangible and intangible personal property of whatever nature whether or not covered by Article 9 of the UCC; and

(t) all Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the Collateral and, to the extent not otherwise included, all payments under insurance (whether or not the Administrative Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral;

provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (A) motor vehicles the perfection of a security interest in which is excluded from the UCC in the relevant jurisdiction, (B) any Letter-of-Credit Rights to the extent any Grantor is required by applicable law to apply the Proceeds of such Letter-of-Credit Rights for a specified purpose or (C) any General Intangible, Investment Property or other such rights of a Grantor arising under any contract, lease, instrument, license or other document if (but only to the extent that) the grant of a security interest therein would (x) constitute a violation of a valid and enforceable restriction in respect of such General Intangible, Investment Property or other such rights in favor of a third party or under any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required consents shall have been obtained or (y) expressly give any other party in respect of any such contract, lease, instrument, license or other document, the right to terminate its obligations thereunder; provided however, that the limitation set forth in clause (C) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the UCC. Each Grantor shall, if requested to do so by the Administrative Agent, use commercially reasonable efforts to obtain any such required consent that is reasonably obtainable with respect to Collateral which the Administrative Agent reasonably determines to be material.

SECTION 2. Security for Obligations. This Agreement secures, in the case of each Grantor, the payment of all Obligations of such Grantor now or hereafter existing, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations,

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interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise (all such Obligations being the “Secured Obligations”).

SECTION 3. Grantors Remain Liable. Anything herein to the contrary notwithstanding, (a) each Grantor shall remain liable under the contracts and agreements included in such Grantor’s Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Administrative Agent of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral and (c) no Secured Party shall have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement or any other Finance Document, nor shall any Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

SECTION 4. Delivery and Control of Security Collateral; Investment Property.

(a) All certificates representing or evidencing the Pledged Equity and all instruments representing or evidencing the Pledged Debt shall be delivered to and held by or on behalf of the Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent. During the continuation of an Event of Default, the Administrative Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (i) transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of the Security Collateral, (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Security Collateral consisting of Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Administrative Agent, and to convert Security Collateral consisting of Financial Assets held directly by the Administrative Agent to Security Collateral consisting of Financial Assets credited to any Securities Account.

(b) Except to the extent otherwise provided in Section 1(o)(ii) with respect to Equity Interests (i) in Persons that are not Subsidiaries of Holdings or (ii) that represent Voting Foreign Stock, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Administrative Agent thereof and, at the Administrative Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, either (a) cause the issuer to agree to comply with instructions from the Administrative Agent as to such securities, without further consent of any Grantor or such nominee, or (b) arrange for the Administrative Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other Investment Property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a Securities Intermediary or Commodity Intermediary, such Grantor shall

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promptly notify the Administrative Agent thereof and, at the Administrative Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, either (a) cause such Securities Intermediary or Commodity Intermediary, as the case may be, to agree to comply with Entitlement Orders or other instructions from the Administrative Agent to such Securities Intermediary as to such securities or other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Administrative Agent to such Commodity Intermediary, in each case without further consent of any Grantor or such nominee, or (b) in the case of Financial Assets (as governed by Article 8 of the UCC) or other Investment Property held through a Securities Intermediary, arrange for the Administrative Agent to become the Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Administrative Agent agrees with each of the Grantors that the Administrative Agent shall not give any such Entitlement Orders or instructions or directions to any such issuer, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights an Event of Default would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a Securities Account for which the Administrative Agent is the Securities Intermediary.

SECTION 5. Other Actions. So long as any Loan or any other Obligation of any Loan Party under any Loan Document shall remain unpaid, any Letter of Credit shall be outstanding or any Lender shall have any Commitment:

(a) If any Grantor shall at any time hold or acquire any Instruments in excess of $250,000, such Grantor shall forthwith endorse, assign and deliver the same to the Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time reasonably specify;

(b) For each Deposit Account that any Grantor at any time opens or maintains, such Grantor shall, on or prior to the date that is 90 days after the Closing Date (or such later date not more than 180 days after the Closing Date as the Administrative Agent may reasonably agree), either (i) cause the depositary bank to agree to comply at any time with instructions from the Administrative Agent to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other Person, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, or (ii) arrange for the Administrative Agent to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Administrative Agent, to exercise rights to withdraw funds from such Deposit Account. The Administrative Agent agrees with each Grantor that the Administrative Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, an Event of Default would occur. The provisions of this paragraph shall not apply to (A) any Deposit Account for which any Grantor, the depositary bank and the Administrative Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Administrative Agent for the specific purpose set forth therein, (B) Deposit

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Accounts for which the Administrative Agent is the depositary, (C) Deposit Accounts of which all or a substantial portion of the funds on deposit are used for funding (i) payroll, (ii) 401(k) and other retirement plans and employee benefits, (iii) health care benefits or (iv) escrow arrangements (e.g., environmental indemnity accounts) and (D) other Deposit Accounts with an aggregate balance of all funds in all such other Deposit Accounts for all Grantors not in excess of $3,000,000 as of any date (calculated based on the aggregate balance in all such accounts on the last day of each fiscal quarter ending during the four fiscal quarters most recently ended on or prior to the date of determination, divided by four (4));

(c) If any Grantor at any time holds or acquires an interest in any Electronic Chattel Paper or any “transferable record,” as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, such Grantor shall promptly notify the Administrative Agent thereof and, at the request of the Administrative Agent, shall take such action as the Administrative Agent may request to vest in the Administrative Agent control under New York UCC Section 9-105 of such Electronic Chattel Paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Administrative Agent agrees with such Grantor that the Administrative Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent’s loss of control, for the Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such Electronic Chattel Paper or transferable record;

(d) If any Grantor is at any time a beneficiary under a letter of credit now or hereafter issued in favor of such Grantor with a face amount in excess of $250,000, such Grantor shall promptly notify the Administrative Agent thereof and, at the request and option of the Administrative Agent, such Grantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, either (i) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Administrative Agent of the proceeds of any drawing under the letter of credit or (ii) arrange for the Administrative Agent to become the transferee beneficiary of the letter of credit, with the Administrative Agent agreeing, in each case, that the proceeds of any drawing under the letter of credit are to be paid to the applicable Grantor unless an Event of Default has occurred or is continuing; and

(e) Each Grantor will give prompt notice to the Administrative Agent of any Commercial Tort Claim individually in excess of $2,500,000 that it at any time in the future holds or acquires and will promptly execute or otherwise authenticate a supplement to this Agreement, and otherwise take all necessary action, to subject such Commercial Tort Claim and the proceeds thereof to the first priority security interest created under this Agreement.

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SECTION 6. Representations and Warranties. Each Grantor represents and warrants as follows:

(a) Such Grantor’s exact legal name, as defined in Section 9-503(a) of the UCC, is correctly set forth in Schedule I hereto. Such Grantor is located (within the meaning of Section 9-307 of the UCC) in the state or jurisdiction set forth in Schedule I hereto and has its chief executive office in the state or jurisdiction set forth in Schedule I hereto. The other information set forth in Schedule I hereto with respect to such Grantor is true and accurate.

(b) All Pledged Equity consisting of Certificated Securities has been delivered to the Administrative Agent in accordance herewith, and except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity (other than Pledged Equity representing less than all of the Equity Interests of a Person) is and will continue to be freely transferable and assignable, and none of the Pledged Equity is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit or impair, delay or otherwise affect in any material respect the pledge of such Pledged Equity hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder;

(c) Such Grantor is the legal and beneficial owner of the Collateral of such Grantor free and clear of any Lien, claim, option or right of others, except for the security interest created under this Agreement, subject to Liens permitted under Section 7.01 of the Credit Agreement, and has full power and authority to grant to the Administrative Agent the security interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other person other than any consent or approval that has been obtained. Except with respect to filings related to the Existing Credit Agreements in respect of which appropriate documentation has been delivered to the Administrative Agent on or prior to the Closing Date providing for the termination and release of the related Liens, none of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the UCC or any other applicable laws covering any Collateral, (ii) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with the United States Patent and Trademark Office or the United States Copyright Office or (iii) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens permitted pursuant to Section 7.01 of the Credit Agreement. As of the Closing Date, none of the Grantors hold any Commercial Tort Claim except as indicated on the Perfection Certificate.

(d) The Pledged Equity issued by the Company or any of its Subsidiaries has been duly authorized and validly issued and is fully paid and non assessable or the equivalent under applicable law.

(e) The Pledged Equity pledged by such Grantor constitutes the percentage of the issued and outstanding Equity Interests of the issuers thereof indicated on Schedule II hereto.

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(f) Schedule IV lists all registered Intellectual Property owned by such Grantor in its own name on the date hereof.

(g) On the Closing Date each Grantor has executed and delivered to the Administrative Agent an agreement, in substantially the form set forth in Exhibit D hereto or otherwise in form and substance reasonably satisfactory to the Administrative Agent (a “Trademark Security Agreement” and, together with each agreement, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance reasonably satisfactory to the Administrative Agent (a “Copyright Security Agreement”) and each agreement, in substantially the form set forth in Exhibit C hereto or otherwise in form and substance reasonably satisfactory to the Administrative Agent (a “Patent Security Agreement”), in each case executed and delivered to the Administrative Agent in accordance with Section 9(e), the “Intellectual Property Security Agreements”), for recording the security interest granted hereunder to the Administrative Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office. On the date hereof, no Grantor owns any Patents or registered Copyrights.

(h) (i) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein is correct and complete in all material respects as of the Closing Date; (ii) this Agreement creates in favor of the Administrative Agent for the benefit of the Secured Parties a legal and valid security interest in all the Collateral of each Grantor, securing the payment of the Secured Obligations of such Grantor, and the security interest created under this Agreement is and shall be prior to any other Lien on any of the Collateral, other than Liens permitted pursuant to Section 7.01 of the Credit Agreement; (iii) upon the filing of a UCC financing statement in the UCC filing office in the jurisdiction set forth in Schedule I under the heading “Jurisdiction of Organization” with respect to such Grantor, naming such Grantor as the debtor, the Administrative Agent as the secured party and including the collateral description set forth in Schedule VI, all actions necessary to perfect the security interest in the Collateral of such Grantor created under this Agreement with respect to which a Lien may be perfected by filing pursuant to the UCC, including without limitation unregistered Copyrights (all such Collateral, “Filing Collateral”) shall have been duly made or taken and be in full force and effect, and the Lien created under this Agreement in such Grantor’s Filing Collateral shall be perfected; (iv) upon the timely recordation of a Copyright Security Agreement naming such Grantor as the grantor and the Administrative Agent as the secured party with the U.S. Copyright Office, all actions necessary to perfect the security interest in the Collateral of such Grantor consisting of the registered Copyrights described therein and applicable IP Agreements with respect thereto (“Copyright Collateral”) shall have been duly made or taken and be in full force and effect, and the Lien created under this Agreement in such Grantor’s Copyright Collateral shall be perfected; and (v) to the extent the filing in subsection (iii) above is insufficient for perfection, upon the timely recordation of a Patent Security Agreement and Trademark Security Agreement naming such Grantor as the grantor and the Administrative Agent as the secured party with the U.S. Patent and Trademark Office, all actions necessary to perfect the security interest in the Collateral of such Grantor consisting of the registered Patents and Trademarks (and applications therefor) described therein and applicable IP Agreements with respect thereto (“Patent Collateral” and “Trademark Collateral,” respectively) shall have been duly made or taken and be in full force and effect, and the Lien created under this Agreement in such Grantor’s Patent Collateral and Trademark Collateral shall be perfected.

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(i) On the date hereof, no Equity Interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder (the “Existing LLC/Partnership Interests”) is represented by a Certificated Security.

SECTION 7. Further Assurances.

(a) Each Grantor agrees that from time to time, upon the reasonable request of the Administrative Agent and at the expense of such Grantor, such Grantor will promptly execute and deliver, or otherwise authenticate, all further instruments and documents, and take all further action that may be reasonably necessary or desirable in order to perfect and protect any pledge or security interest granted or purported to be granted by such Grantor hereunder or to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral of such Grantor. Each Grantor further agrees that it shall, upon the reasonable request of the Administrative Agent and at the expense of such Grantor, take any and all actions necessary to defend title to the Collateral against all Persons and to defend the security interest created hereunder and the priority thereof against any Lien not permitted pursuant to Section 7.01 of the Credit Agreement.

(b) Each Grantor hereby authorizes the Administrative Agent to file one or more financing or continuation statements, and amendments thereto, including, without limitation, one or more financing statements indicating that such financing statements cover all assets or all personal property (or words of similar effect) of such Grantor, in each case without the signature of such Grantor, and regardless of whether any particular asset described in such financing statements falls within the scope of the UCC or the granting clause of this Agreement. A photocopy or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. Each Grantor ratifies its authorization for the Administrative Agent to have filed such financing statements, continuation statements or amendments filed prior to the date hereof.

(c) In accordance with Section 6.10 of the Credit Agreement, the Administrative Agent and such persons as the Administrative Agent may designate shall have the right, at the Grantors’ own cost and expense, to inspect the Collateral, all records related thereto (and to make extracts and copies from such records) and the premises upon which any of the Collateral is located, to discuss the Grantors’ affairs with the officers of the Grantors and their independent accountants and to verify under reasonable procedures, the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Collateral, including, in the case of Accounts or Collateral in the possession of any third person, by contacting Account Debtors (only during the existence of an Event Default) or the third person possessing such Collateral for the purpose of making such a verification. The Administrative Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party.

(d) Notwithstanding anything to the contrary in this Agreement or any other Collateral Document, this Agreement shall be subject to the provisions of Section 6.12(c) of the Credit Agreement.

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SECTION 8. Post-Closing Changes; Bailees; Collections on Assigned Agreements and Accounts.

(a) No Grantor will change its name, type of organization, jurisdiction of organization, organizational identification number (if any) or location from those set forth in Schedule I hereto without first giving at least 5 days’ (or such lesser period of time as the Administrative Agent may agree) prior written notice to the Administrative Agent and taking all action reasonably required by the Administrative Agent for the purpose of perfecting or protecting the security interest granted by this Agreement.

(b) During the continuation of an Event of Default, if any Collateral of any Grantor is at any time in the possession or control of a warehouseman, bailee or agent the Company will promptly notify the Administrative Agent and, upon the request of the Administrative Agent, such Grantor will (i) notify such warehouseman, bailee or agent of the security interest created hereunder and (ii) instruct such warehouseman, bailee or agent to hold all such Collateral solely for the Administrative Agent’s account subject only to the Administrative Agent’s instructions.

(c) Except as otherwise provided in this subsection (c), each Grantor will continue to collect, at its own expense, all amounts due or to become due such Grantor under the Accounts. In connection with such collections, such Grantor may take (and, at the Administrative Agent’s direction during the continuation of an Event of Default, shall take) such commercially reasonable actions as such Grantor (or the Administrative Agent) may deem reasonably necessary or advisable to enforce collection thereof; provided that the Administrative Agent shall have the right, at any time upon the occurrence and during the continuance of an Event of Default and upon written notice to such Grantor of its intention to do so, to notify the obligors under any Accounts of the assignment of such Accounts to the Administrative Agent and to direct such obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Accounts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done, and to otherwise exercise all rights with respect to such Accounts, including, without limitation, those set forth in Section 9-607 of the UCC. After receipt by any Grantor of the notice from the Administrative Agent referred to in the proviso to the preceding sentence, all amounts and Proceeds (including, without limitation, Instruments) received by such Grantor in respect of the Accounts of such Grantor shall be received in trust for the benefit of the Administrative Agent hereunder, shall be segregated from other funds of such Grantor and shall be either (A) released to such Grantor to the extent permitted under the terms of the Credit Agreement so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in Section 8.04 of the Credit Agreement.

SECTION 9. As to Intellectual Property Collateral.

(a) Except to the extent failure to act could not reasonably be expected to have a Material Adverse Effect, with respect to registration or pending application of each item of its Intellectual Property Collateral for which such Grantor has standing to do so, each Grantor

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agrees to take, at its expense, all steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority located in the United States, to (i) maintain the validity and enforceability of any registered Intellectual Property Collateral (or applications therefor) and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings.

(b) Except as could not be reasonably expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in case of a trade secret, lose its competitive value).

(c) Except where failure to do so could not reasonably be expected to cause a Material Adverse Effect, each Grantor shall take all steps to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to the standards of quality.

(d) Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property Collateral after the Closing Date (“After-Acquired Intellectual Property”) (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto.

(e) Once every fiscal quarter of the Company, with respect to issued or registered Patents (or published applications therefor), registered Trademarks (or applications therefor) and registered Copyrights, each Grantor shall sign and deliver to the Administrative Agent an appropriate Intellectual Property Security Agreement (suitable for recording in the U.S. Patent and Trademark Office or the U.S. Copyright Office, as applicable) with respect to all applicable Intellectual Property owned or exclusively licensed by it as of the last day of such period, to the extent that such Intellectual Property is not covered by any previous Intellectual Property Security Agreement so signed and delivered by it. In each case, it will promptly cooperate as reasonably necessary to enable the Administrative Agent to make any necessary or reasonably desirable recordations with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as appropriate.

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(f) Upon the occurrence and during the continuance of an Event of Default, each Grantor shall, at the request of the Administrative Agent, use its reasonable best efforts to obtain all requisite consents or approvals by the licensor of each license agreement or other similar agreement granting such Grantor any right under any Copyright, Patent or Trademark, to effect the assignment of all such Grantor’s right, title and interest thereunder to the Administrative Agent or its designee.

(g) Nothing in this Agreement prevents any Grantor from discontinuing the use or maintenance of any of its Intellectual Property Collateral if such Grantor determines in its reasonable business judgment that such discontinuance is desirable in the conduct of its business.

SECTION 10. Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing:

(i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Grantor or any part thereof for any purpose; provided that such Grantor will not exercise or refrain from exercising any such right if such action would have a material adverse effect on the value of the Security Collateral or any part thereof or is of any nature that might prohibit, impair, delay or otherwise affect the pledge of any Security Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder in respect thereof.

(ii) Each Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Loan Documents; provided that any and all non-cash dividends, interest and other distributions paid or payable in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith delivered to the Administrative Agent to hold as, Security Collateral and shall, if received by such Grantor, be received in trust for the benefit of the Administrative Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Administrative Agent as Security Collateral in the same form as so received (with any necessary endorsement).

(iii) The Administrative Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above.

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(b) Upon the occurrence and during the continuance of an Event of Default:

(i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 10(a)(i) shall, upon notice to such Grantor by the Administrative Agent, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 10(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions.

(ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 10(b) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Administrative Agent as Security Collateral in the same form as so received (with any necessary endorsement).

SECTION 11. Transfers and Other Liens; Additional Shares; LLC/Partnership Interests.

(a) Each Grantor agrees that it will not (i) sell, license, exchange, assign or otherwise transfer or dispose of, or grant any rights or options with respect to, any of the Collateral, except to the extent permitted under the Credit Agreement, or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement and other Liens permitted under the Credit Agreement.

(b) Each Grantor agrees that (i) if any Existing LLC/Partnership Interest controlled by such Grantor shall become represented by a certificate, it shall cause such certificate to be promptly delivered to the Administrative Agent and shall cause the applicable limited liability company or partnership agreement to be amended so as to treat the Equity Interest represented by such certificate as a “security” within the meaning of Article 8 of the UCC and to provide that such security shall be governed by Article 8 of the UCC and (ii) each interest in any limited liability company or partnership acquired by such Grantor after the date hereof shall be represented by a certificate (which shall be promptly delivered to the Administrative Agent after such Grantor’s acquisition thereof), shall be a “security” within the meaning of Article 8 of the UCC and shall be governed by Article 8 of the UCC.

SECTION 12. Administrative Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Administrative Agent such Grantor’s attorney in fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time, upon the occurrence and during the continuance of an Event of Default, in the Administrative Agent’s discretion, to take any action and to execute any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

(a) to obtain and adjust insurance required to be paid to the Administrative Agent,

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(b) to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral,

(c) to receive, indorse and collect any drafts or other instruments, documents and Chattel Paper, in connection with clause (a) or (b) above, and

(d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce compliance with the terms and conditions of any Assigned Agreement or the rights of the Administrative Agent with respect to any of the Collateral.

SECTION 13. Administrative Agent May Perform. If any Grantor fails to perform any agreement contained herein, the Administrative Agent may, but without any obligation to do so and without notice, itself perform, or cause performance of, such agreement. Without limiting the generality of the foregoing, (i) at its option, the Administrative Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral and not permitted pursuant to Section 7.01 of the Credit Agreement, and may pay for the maintenance and preservation of the Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement, and each Grantor jointly and severally agrees to reimburse the Administrative Agent on demand for any payment made or any expense incurred by the Administrative Agent pursuant to the foregoing authorization (provided, however, that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Administrative Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents) and (ii) in the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required under the Credit Agreement or to pay any premium in whole or part relating thereto, the Administrative Agent may, without waiving or releasing any obligation or liability of the Grantors hereunder or any Event of Default, in its sole discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Administrative Agent deems advisable in its reasonable judgment. All sums disbursed by the Administrative Agent in connection with this paragraph, including attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Grantors to the Administrative Agent and shall be additional Obligations secured hereby.

SECTION 14. Administrative Agent’s Duties. The powers conferred on the Administrative Agent hereunder are solely to protect the Secured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Administrative Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters

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relative to any Collateral, whether or not any Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Administrative Agent in good faith, except to the extent that such liability arises from the Administrative Agent’s gross negligence or willful misconduct.

SECTION 15. Remedies. If any Event of Default shall have occurred and be continuing:

(a) The Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (i) require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of the Administrative Agent forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place and time to be designated by the Administrative Agent that is reasonably convenient to both parties; (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable; (iii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; and (iv) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral, including, without limitation, (a) any and all rights of such Grantor to demand or otherwise require payment of any amount under, or performance of any provision of, the Assigned Agreements, the Accounts and the other Collateral, (b) withdraw, or cause or direct the withdrawal, of all funds with respect to the Deposit Accounts and (c) exercise all other rights and remedies with respect to the Assigned Agreements, the Accounts and the other Collateral, including, without limitation, those set forth in Section 9-607 of the UCC. The Administrative Agent shall give the applicable Grantors at least ten (10) Business Days’ written notice of the time and place of any public sale or the time after which any private sale is to be made and each Grantor agrees that such notice shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor recognizes that in light of such applicable restrictions and limitations arising under Federal and state securities laws, the Administrative Agent may, with respect to any sale of the Pledged Equity, limit the purchasers to those who will agree, among other things, to acquire such Pledged Equity for their own account, for investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations (i) the Administrative Agent, in its sole and absolute

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discretion (x) may proceed to make such a private sale whether or not a registration statement for the purpose of registering such Pledged Equity or part thereof shall have been filed under the Federal or applicable state securities laws and (y) may approach and negotiate with such number of purchasers as the Administrative Agent determines to be reasonable to effect such sale and (ii) any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Administrative Agent shall incur no responsibility or liability for selling all or any part of the Pledged Equity at a price that the Administrative Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached.

(b) All payments received by any Grantor under or in connection with any Assigned Agreement or otherwise in respect of the Collateral shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Administrative Agent in the same form as so received (with any necessary endorsement).

(c) The Administrative Agent may, without notice to any Grantor except as required by law and at any time or from time to time, charge, set off and otherwise apply all or any part of the Secured Obligations against any funds held with respect to any Deposit Account.

(d) If the Administrative Agent shall determine to exercise its right to sell all or any of the Security Collateral of any Grantor pursuant to this Section 15, each Grantor agrees that, upon request of the Administrative Agent, such Grantor will, at its own expense, do or cause to be done all such other acts and things as may be necessary to make such sale of such Security Collateral or any part thereof valid and binding and in compliance with applicable law.

(e) The Administrative Agent is authorized, in connection with any sale of the Security Collateral pursuant to this Section 15, to deliver or otherwise disclose to any prospective purchaser of the Security Collateral: (i) any registration statement or prospectus, and all supplements and amendments thereto; (ii) any information and projections; and (iii) any other information in its possession relating to such Security Collateral.

(f) Each Grantor acknowledges the impossibility of ascertaining the amount of damages that would be suffered by the Secured Parties by reason of the failure by such Grantor to perform any of the covenants contained in subsection (d) above and, consequently, agrees that, if such Grantor shall fail to perform any of such covenants, it will pay, as liquidated damages and not as a penalty, an amount equal to the value of the Security Collateral upon demand by the Administrative Agent of compliance with subsection (d) above.

SECTION 16. Indemnity and Expenses.

(a) Each Grantor agrees to indemnify, defend and save and hold harmless each Secured Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation,

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reasonable fees and expenses of counsel that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement)), except to the extent such claim, damage, loss, liability or expense has resulted from such Indemnified Party’s gross negligence or willful misconduct.

(b) Each Grantor will upon demand pay to the Administrative Agent the amount of any and all reasonable out-of-pocket expenses, including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agents, that the Administrative Agent may incur in connection with (i) the administration of this Agreement, or (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Grantor.

(c) Each Grantor will upon demand pay to the Administrative Agent the amount of any and all out-of-pocket expenses, including, without limitation, the fees, disbursements and other charges of counsel in connection with (i) the exercise or enforcement of any of the rights of the Administrative Agent or the other Secured Parties hereunder or (ii) the failure by such Grantor to perform or observe any of the provisions hereof.

(d) Any such amounts payable as provided under this Section 16 shall be additional Obligations secured hereby and by the other Security Documents. The provisions of this Section 16 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent or any other Secured Party. All amounts due under this Section 16 shall be payable on written demand therefor and shall bear interest at the rate specified in Section 2.08(a)(ii) of the Credit Agreement.

SECTION 17. Amendments; Waivers; Additional Grantors; Etc.

(a) No amendment or waiver of any provision of this Agreement, and no consent to any departure by any Grantor herefrom, shall in any event be effective unless the same shall be in writing and signed by each Grantor to which such amendment or waiver is to apply and the Administrative Agent (with the consent of the requisite number of Lenders specified in the Credit Agreement), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of the Administrative Agent or any other Secured Party to exercise, and no delay in exercising any right hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

(b) Upon the execution and delivery, or authentication, by any Person of a security agreement supplement in substantially the form of Exhibit A hereto (each a “Security Agreement Supplement”), (i) such Person shall be referred to as an “Additional Grantor” and shall be and become a Grantor hereunder, and each reference in this Agreement and the other Loan Documents to “Grantor” shall also mean and be a reference to such Additional Grantor, and each reference in this Agreement and the other Loan Documents to “Collateral” shall also

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mean and be a reference to the Collateral of such Additional Grantor, and (ii) the supplemental schedules I through VI attached to each Security Agreement Supplement shall be incorporated into and become a part of and supplement Schedules I through VI, respectively, hereto, and the Administrative Agent may attach such supplemental schedules to such Schedules; and each reference to such Schedules shall mean and be a reference to such Schedules as supplemented pursuant to each Security Agreement Supplement.

SECTION 18. Notices, Etc. All notices and other communications provided for hereunder shall be in writing (including telegraphic or telecopy communication or facsimile transmission) and mailed, telegraphed, telecopied, telexed, faxed or delivered to it, if to any Grantor, addressed to it in care of the Company at the Company’s address specified in Schedule 10.02 of the Credit Agreement, if to the Administrative Agent, at its address specified in Schedule 10.02 of the Credit Agreement. All such notices and other communications shall be deemed to be given or made at such time as shall be set forth in Section 10.02 of the Credit Agreement. Delivery by telecopier of an executed counterpart of any amendment or waiver of any provision of this Agreement or of any Security Agreement Supplement or Schedule hereto shall be effective as delivery of an original executed counterpart thereof.

SECTION 19. Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Secured Obligations other than Obligations with respect to Secured Hedge Agreements and Cash Management Obligations not yet due and payable, (ii) the Maturity Date of the Term Loan Facility and (iii) the cash collateralization or back-stop (on terms reasonably satisfactory to the Administrative Agent), termination or expiration of all Letters of Credit, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Secured Parties and their permitted respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if any, held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section 10.07 of the Credit Agreement.

SECTION 20. Release; Termination.

(a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor permitted by, and in accordance with, the terms of the Loan Documents to any Person other than Holdings, the Company or any Domestic Subsidiary that is a Restricted Subsidiary or upon the effectiveness of any consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.11 of the Credit Agreement, the Lien created under this Agreement on such Collateral (but not on any Proceeds thereof) shall automatically terminate. Upon the release of any Grantor from its Guaranty, if any, in accordance with the terms of the Loan Documents, the Lien created under this Agreement on the Collateral of such Grantor shall automatically terminate and such Grantor shall automatically be released from its obligations hereunder. The Administrative Agent will, at such Grantor’s expense, execute and

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deliver to such Grantor such documents as such Grantor shall reasonably request to evidence any release of the Lien created under this Agreement on any Collateral pursuant to this Section 20(a); provided that such Grantor shall have delivered to the Administrative Agent a written request therefor describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request. The Administrative Agent shall be authorized to rely on any such certificate without independent investigation.

(b) Upon the latest of (i) the payment in full in cash of the Secured Obligations other than Obligations with respect to Secured Hedge Agreements and Cash Management Obligations not yet due and payable and contingent indemnification obligations not yet accrued and payable, (ii) the Maturity Date of the Term Loan Facility and (iii) the cash collateralization or back-stop (on terms reasonably satisfactory to the Administrative Agent), termination or expiration of all Letters of Credit, the Lien on all Collateral created under this Agreement shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

SECTION 21. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of an original executed counterpart of this Agreement.

SECTION 22. The Mortgages. In the event that any of the Collateral hereunder is also subject to a valid and enforceable Lien under the terms of any Mortgage and the terms of such Mortgage are inconsistent with the terms of this Agreement, then with respect to such Collateral, the terms of such Mortgage shall be controlling in the case of Fixtures and real estate leases, letting and licenses of, and contracts and agreements relating to the lease of, real property, and the terms of this Agreement shall be controlling in the case of all other Collateral.

SECTION 23. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH GRANTOR CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH GRANTOR IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM

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NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

(c) EACH GRANTOR HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ALL RIGHT TO TRIAL BY JURY IN ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS RELATED THERETO.

SECTION 24. Severability. If any provision of any Loan Document is invalid or unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions of the Loan Documents shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Administrative Agent and the Secured Parties in order to carry out the intentions of the parties thereto as nearly as may be possible and (ii) the invalidity or unenforceability of such provision in such jurisdiction shall not affect the validity or enforceability thereof in any other jurisdiction.

[Signature Pages to Follow]

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IN WITNESS WHEREOF, each Grantor has caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

LCE ACQUISITION CORPORATION,
By:
	Name:
	Title:
Address for Notices:

LCE HOLDCO, LLC,
By:
	Name:
	Title:
Address for Notices:

LOEWS CINEPLEX ENTERTAINMENT CORPORATION,
By:
	Name:
	Title:
Address for Notices:
71ST & 3RD AVE. CORP.
BRICK PLAZA CINEMAS, INC.
CITYPLACE CINEMAS, INC.
CRESCENT ADVERTISING CORPORATION
CRESTWOOD CINEMAS, INC.

DOWNTOWN BOSTON CINEMAS, LLC

ETON AMUSEMENT CORPORATION

FALL RIVER CINEMA, INC.

FARMERS CINEMAS, INC.

FORTY-SECOND STREET CINEMAS, INC.

FOUNTAIN CINEMAS, INC.

GATEWAY CINEMAS, LLC

HAWTHORNE AMUSEMENT CORPORATION

HINSDALE AMUSEMENT CORPORATION

ILLINOIS CINEMAS, INC.

JERSEY GARDEN CINEMAS, INC.

KIPS BAY CINEMAS, INC.

LANCE THEATRE CORPORATION

LCE ACQUISITIONSUB, INC.

LCE MEXICAN HOLDINGS, INC.

LEWISVILLE CINEMAS, LLC

LIBERTY TREE CINEMA CORP.

LOEKS ACQUISITION CORP.

LOEKS-STAR PARTNERS

LOEWS AKRON CINEMAS, INC.

LOEWS ARLINGTON CINEMAS, INC.

LOEWS ARLINGTON WEST CINEMAS, INC.

LOEWS ASTOR PLAZA, INC.

LOEWS BALTIMORE CINEMAS, INC.

LOEWS BAY TERRACE CINEMAS, INC.

LOEWS BEREA CINEMAS, INC.

LOEWS BOULEVARD CINEMAS, INC.

LOEWS BRISTOL CINEMAS, INC.

LOEWS BROADWAY CINEMAS, INC.

LOEW’S CALIFORNIA THEATRES, INC.

LOEWS CENTERPARK CINEMAS, INC.

LOEWS CENTURY MALL CINEMAS, INC.

LOEWS CHERI CINEMAS, INC.

LOEWS CHERRY TREE MALL CINEMAS, INC.

LOEWS CHICAGO CINEMAS, INC.

LOEWS CINEPLEX ENTERTAINMENT GIFT CARD CORPORATION

LOEWS CINEPLEX INTERNATIONAL HOLDINGS, INC.

LOEWS CINEPLEX THEATRES INC.

LOEWS CINEPLEX THEATRES HOLDCO, INC.

LOEWS CINEPLEX US CALLCO, LLC

LOEWS CITYWALK THEATRE CORPORATION

LOEWS CONNECTICUT CINEMAS, INC.

LOEWS CRYSTAL RUN CINEMAS, INC.

LOEWS DEAUVILLE NORTH CINEMAS, INC.

LOEWS EAST HANOVER CINEMAS, INC.

LOEWS EAST VILLAGE CINEMAS, INC.

LOEWS ELMWOOD CINEMAS, INC.

LOEWS FORT WORTH CINEMAS, INC.

LOEWS FREEHOLD MALL CINEMAS, INC.

LOEWS FRESH POND CINEMAS, INC.

LOEWS GARDEN STATE CINEMAS, LLC

LOEWS GREENWOOD CINEMAS, INC.

LOEWS HOUSTON CINEMAS, INC.

LOEWS LAFAYETTE CINEMAS, INC.

LOEWS LEVITTOWN CINEMAS, INC.

LOEWS LINCOLN PLAZA CINEMAS, INC.

LOEWS LINCOLN THEATRE HOLDING CORP.

LOEWS MEADOWLAND CINEMAS 8, INC.

LOEWS MEADOWLAND CINEMAS, INC.

LOEWS MERRILLVILLE CINEMAS, INC.

LOEWS MONTGOMERY CINEMAS, INC.

LOEWS MOUNTAINSIDE CINEMAS, INC.

LOEWS NEW JERSEY CINEMAS, INC.

LOEWS NEWARK CINEMAS, INC.

LOEWS NORTH VERSAILLES CINEMAS, LLC

LOEWS ORPHEUM CINEMAS, INC.

LOEWS PALISADES CENTER CINEMAS, INC.

LOEWS PENTAGON CITY CINEMAS, INC.

LOEWS PIPER’S THEATERS, INC.

LOEWS PLAINVILLE CINEMAS, LLC

LOEWS RICHMOND MALL CINEMAS, INC.

LOEWS RIDGEFIELD PARK CINEMAS, INC.

LOEWS ROLLING MEADOWS CINEMAS, INC.

LOEWS ROOSEVELT FIELD CINEMAS, INC.

LOEWS STONYBROOK CINEMAS, INC.

LOEWS THEATRE MANAGEMENT CORP.

LOEWS THEATRES CLEARING CORP.

LOEWS TOMS RIVER CINEMAS, INC.

LOEWS TRYLON THEATRE, INC.

LOEWS USA CINEMAS INC.

LOEWS VESTAL CINEMAS, INC.

LOEWS WASHINGTON CINEMAS, INC.

LOEWS WEST LONG BRANCH CINEMAS, INC.

LOEWS-HARTZ MUSIC MAKERS THEATRES, INC.

LTM NEW YORK, INC.

LTM NEW YORK, INC. TURKISH HOLDINGS, INC.

METHUEN CINEMAS, LLC

MID-STATES THEATRES, INC.

MUSIC MAKERS THEATRES, INC.

NEW BRUNSWICK CINEMAS, INC.

NICKELODEON BOSTON, INC.

NORTH STAR CINEMAS, INC.

OHIO CINEMAS, LLC

PARKCHESTER AMUSEMENT CORPORATION

PARSIPPANY THEATRE CORP.

PLITT SOUTHERN THEATRES, INC.

PLITT THEATRES, INC.

POLI-NEW ENGLAND THEATRES, INC.

PUTNAM THEATRICAL CORPORATION

RED BANK THEATRE CORPORATION

RICHMOND MALL CINEMAS, LLC

RKO CENTURY WARNER THEATRES, INC.

ROSEMONT CINEMAS, INC.

S&J THEATRES INC.

SACK THEATRES, INC.

SKOKIE CINEMAS, INC.

SOUTH HOLLAND CINEMAS, INC.

SPRINGFIELD CINEMAS, LLC

STAR THEATRES OF MICHIGAN, INC.

STAR THEATRES, INC.

STROUD MALL CINEMAS, INC.

TALENT BOOKING AGENCY, INC.

THE WALTER READE ORGANIZATION, INC.

THEATER HOLDINGS, INC.

THIRTY-FOURTH STREET CINEMAS, INC.

U.S.A. CINEMAS, INC.

WATERFRONT CINEMAS, LLC

WEBSTER CHICAGO CINEMAS, INC.

WHITE MARSH CINEMAS, INC.

WOODFIELD CINEMAS, INC.

WOODRIDGE CINEMAS, INC.,

By:
	Name:
	Title:
Address for Notices:

CITICORP NORTH AMERICA, INC., as Administrative Agent
	Name:
	Title:
Address for Notices:

Schedule I to the

Security Agreement

CHIEF EXECUTIVE OFFICE, TYPE OF ORGANIZATION, JURISDICTION OF

ORGANIZATION AND ORGANIZATIONAL IDENTIFICATION NUMBER

Grantor Chief Executive Office Type of Organization Jurisdiction of
Organization
Organizational I.D. No.

Schedule II to the

Security Agreement

PLEDGED EQUITY

Grantor Issuer Class of Equity Interest Par Value (if
applicable)
Certificate No(s) Number of Shares Percentage of Outstanding
Shares

Schedule III to the

Security Agreement

PLEDGED INTERCOMPANY NOTES

Grantor Issuer Principal Amount Date of Note Maturity Date

Schedule IV to the

Security Agreement

INTELLECTUAL PROPERTY

Schedule V to the

Security Agreement

COMMERCIAL TORT CLAIMS

[Describe nature of claim(s)-see Comment 5 to UCC Section 9-108]

Schedule VI to the

Security Agreement

COLLATERAL DESCRIPTION

“All personal property, whether now owned or hereafter acquired or arising.”

Exhibit A to the

Security Agreement

FORM OF SECURITY AGREEMENT SUPPLEMENT

[Date of Security Agreement Supplement]

Citicorp North America, Inc.

as the Administrative Agent for the

Secured Parties referred to in the

Credit Agreement referred to below

______________________

______________________

Attn: __________________

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

Ladies and Gentlemen:

Reference is made to (i) the Credit Agreement dated as of July 30, 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Loews Cineplex Entertainment Corporation, a Delaware corporation (as successor by merger to LCE Acquisition Corporation, a Delaware corporation), Grupo Cinemex, S.A. de C.V., a Mexican corporation and Cadena Mexicana de Exhibición, S.A. de C.V., a Mexican corporation, LCE Holdco, LLC, a Delaware limited liability company (“Holdings”), the Lenders party thereto, Citicorp North America, Inc., as the L/C Issuer, the Swing Line Lender and the Administrative Agent (together with any successor administrative agent, the “Administrative Agent”), and the other Agents named therein, and (ii) the Security Agreement dated as of July 30, 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) made by the Grantors from time to time party thereto in favor of the Administrative Agent for the Secured Parties. Terms defined in the Credit Agreement or the Security Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement or the Security Agreement.

Section 1. Grant of Security. The undersigned hereby pledges (if applicable) to and grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in, all of its right, title and interest in and to all of the Collateral of the undersigned, whether now owned or hereafter acquired by the undersigned, wherever located and whether now or hereafter existing or arising, including, without limitation, the property and assets of the undersigned set forth on the attached supplemental schedules to the Schedules to the Security Agreement.

Section 2. Security for Obligations. The grant of a security interest in the Collateral by the undersigned under this Security Agreement Supplement and the Security Agreement secures the payment of all Obligations of the undersigned now or hereafter existing

under or in respect of the Finance Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise.

Section 3. Supplements to Security Agreement Schedules. The undersigned has attached hereto supplemental Schedules I through VI to Schedules I through VI, respectively, to the Security Agreement, and the undersigned hereby certifies, as of the date first above written, that such supplemental schedules have been prepared by the undersigned in substantially the form of the equivalent Schedules to the Security Agreement and are complete and correct in all material respects.

Section 4. Representations and Warranties. The undersigned hereby makes each representation and warranty set forth in Section 6 of the Security Agreement (as supplemented by the attached supplemental schedules) as of the date hereof.

Section 5. Obligations Under the Security Agreement. The undersigned hereby agrees, as of the date first above written, to be bound as a Grantor by all of the terms and provisions of the Security Agreement to the same extent as each of the other Grantors. The undersigned further agrees, as of the date first above written, that each reference in the Security Agreement to an “Additional Grantor” or a “Grantor” shall also mean and be a reference to the undersigned.

Section 6. Governing Law. This Security Agreement Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

Very truly yours,
[NAME OF ADDITIONAL GRANTOR]
By:
	Title:
	Address for Notices:

2

Exhibit B to the

Security Agreement

FORM OF COPYRIGHT SECURITY AGREEMENT

This Copyright Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Copyright Security Agreement”) dated                     , 20     is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of Citicorp North America, Inc., as administrative agent (the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

WHEREAS, LCE Acquisition Corporation, a Delaware corporation (to be merged with and into Loews Cineplex Entertainment Corporation, a Delaware corporation), has entered into a Credit Agreement dated as of July 30, 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) with LCE Holdco, LLC, a Delaware limited liability company (“Holdings”), Grupo Cinemex, S.A. de C.V., a Mexican corporation, Cadena Mexicana de Exhibición, S.A. de C.V., a Mexican corporation, Citicorp North America, Inc., as the L/C Issuer, the Swing Line Lender and the Administrative Agent, the other Agents named therein and the Lenders party thereto.

WHEREAS, as a condition precedent to the making of the Loans and the issuance of Letters of Credit by the Lenders under the Credit Agreement and entry into Secured Hedge Agreements by the Hedge Banks from time to time, each Grantor has executed and delivered that certain Security Agreement dated as of July 30, 2004 made by the Grantors to the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”). Terms defined in the Security Agreement and not otherwise defined herein are used herein as defined in the Security Agreement.

WHEREAS, under the terms of the Security Agreement, the Grantors have granted to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in, among other property, certain Copyrights of the Grantors, and have agreed as a condition thereof to execute this Copyright Security Agreement for recording with the U.S. Copyright Office and any other appropriate governmental authorities.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees as follows:

Section 1. Grant of Security. Each Grantor hereby grants to the Administrative Agent for the ratable benefit of the Secured Parties a continuing security interest in all of such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”), whether now owned or existing or hereafter acquired or arising:

(i) each Copyright owned by the Grantor, including, without limitation, each Copyright registration and application therefor, referred to in Schedule 1 hereto;

(ii) each exclusive Copyright license to which the Grantor is a party, including, without limitation, each Copyright license referred to in Schedule 1 hereto;

(iii) all registrations and applications for registration for any of the foregoing;

(iv) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; and

(v) any and all Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the foregoing, including, without limitation, all Proceeds of and revenues from any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, all proceeds and damages relating thereto.

Section 2. No Transfer of Grantor’s Rights. Except to the extent expressly permitted in the Credit Agreement, each Grantor agrees not to sell, license, exchange, assign, or otherwise transfer or dispose of, or grant any rights with respect to, or mortgage or otherwise encumber, any of the Copyright Collateral.

Section 3. Security for Obligations. The grant of continuing security interest in the Copyright Collateral by each Grantor under this Copyright Security Agreement secures the payment of all Obligations of such Grantor, now or hereafter existing under or in respect of the Finance Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise.

Section 4. Recordation. Each Grantor authorizes and requests that the Register of Copyrights and any other applicable government officer record this Copyright Security Agreement.

Section 5. Execution in Counterparts. This Copyright Security Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Section 6. Grants, Rights and Remedies. This Copyright Security Agreement has been executed and delivered by the Grantors for the purpose of recording the grant of security interest herein with the U.S. Copyright Office. The security interest granted hereby has been granted to the Administrative Agent in connection with the Security Agreement and is expressly subject to the terms and conditions thereof and does not modify its terms or conditions or create any additional rights or obligations for any party thereto or hereto. The Security Agreement (and all rights and remedies of the Administrative Agent thereunder) shall remain in full force and effect in accordance with its terms.

Section 7. Governing Law. This Copyright Security Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

2

IN WITNESS WHEREOF, each Grantor has caused this Copyright Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

LOEWS CINEPLEX ENTERTAINMENT CORPORATION
By:
	Title:
Address for Notices:
LCE HOLDCO, LLC,
By:
	Title:
Address for Notices:
[OTHER GRANTORS]

3

Schedule 1

To Copyright

Security Agreement

COPYRIGHTS

Exhibit C to the

Security Agreement

FORM OF PATENT SECURITY AGREEMENT

This Patent Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Patent Security Agreement”) dated                     , 20     is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of Citicorp North America, Inc., as administrative agent (the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

WHEREAS, LCE Acquisition Corporation, a Delaware corporation (to be merged with and into Loews Cineplex Entertainment Corporation, a Delaware corporation), has entered into a Credit Agreement dated as of July 30, 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) with LCE Holdco, LLC, a Delaware limited liability company (“Holdings”), Grupo Cinemex, S.A. de C.V., a Mexican corporation, Cadena Mexican de Exhibición, S.A. de C.V., a Mexican corporation, Citicorp North America, Inc., as the L/C Issuer, the Swing Line Lender and the Administrative Agent, the other Agents named therein and the Lenders party thereto.

WHEREAS, as a condition precedent to the making of the Loans and the issuance of Letters of Credit by the Lenders under the Credit Agreement and entry into Secured Hedge Agreements by the Hedge Banks from time to time, each Grantor has executed and delivered that certain Security Agreement dated as of July 30, 2004 made by the Grantors to the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”). Terms defined in the Security Agreement and not otherwise defined herein are used herein as defined in the Security Agreement.

WHEREAS, under the terms of the Security Agreement, the Grantors have granted to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in, among other property, certain Patents of the Grantors, and have agreed as a condition thereof to execute this Patent Security Agreement for recording with the U.S. Patent and Trademark Office and any other appropriate governmental authorities.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees as follows:

Section 1. Grant of Security. Each Grantor hereby grants to the Administrative Agent for the ratable benefit of the Secured Parties a continuing security interest in all of such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Patent Collateral”), whether now owned or existing or hereafter acquired or arising:

(i) each Patent owned by the Grantor, including, without limitation, each Patent referred to in Schedule 1 hereto;

(ii) each Patent license to which the Grantor is a party, including, without limitation, each Patent license referred to in Schedule 2 hereto;

(iii) all issuances and applications for registration for any of the foregoing, together with all reissues, divisions, continuations, continuations-in-part, extensions and reexaminations thereof;

(iv) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; and

(v) any and all Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the foregoing, including, without limitation, all Proceeds of and revenues from any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, all proceeds and damages relating thereto.

Section 2. No Transfer of Grantor’s Rights. Except to the extent expressly permitted in the Credit Agreement, each Grantor agrees not to sell, license, exchange, assign, or otherwise transfer or dispose of, or grant any rights with respect to, or mortgage or otherwise encumber, any of the Patent Collateral.

Section 3. Security for Obligations. The grant of continuing security interest in the Patent Collateral by each Grantor under this Patent Security Agreement secures the payment of all Obligations of such Grantor, now or hereafter existing under or in respect of the Finance Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise.

Section 4. Recordation. Each Grantor authorizes and requests that the Commissioner for Patents and any other applicable government officer record this Patent Security Agreement.

Section 5. Execution in Counterparts. This Patent Security Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Section 6. Grants, Rights and Remedies. This Patent Security Agreement has been executed and delivered by the Grantors for the purpose of recording the grant of security interest herein with the U.S. Patent and Trademark Office. The security interest granted hereby has been granted to the Administrative Agent in connection with the Security Agreement and is expressly subject to the terms and conditions thereof and does not modify its terms or conditions or create any additional rights or obligations for any party thereto or hereto. The Security Agreement (and all rights and remedies of the Administrative Agent thereunder) shall remain in full force and effect in accordance with its terms.

2

Section 7. Governing Law. This Patent Security Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

3

IN WITNESS WHEREOF, each Grantor has caused this Patent Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

LOEWS CINEPLEX ENTERTAINMENT CORPORATION,
By:
	Title:
Address for Notices:
LCE HOLDCO, LLC,
By:
	Title:
Address for Notices:
[OTHER GRANTORS]

4

Schedule 1

to Patent

Security Agreement

[NAME OF GRANTOR]

PATENTS AND DESIGN PATENTS

Patent No. Issued Expiration Country
Title

PATENT APPLICATIONS

Case No. Serial No. Country Date
Filing Title

Schedule 2

to Patent

Security Agreement

PATENT LICENSES

Name of
Agreement Parties
Licensor/Licensee Date of
Agreement Subject
Matter

Exhibit D to the

Security Agreement

FORM OF TRADEMARK SECURITY AGREEMENT

This Trademark Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Trademark Security Agreement”) dated                     , 20     is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of Citicorp North America, Inc., as administrative agent (the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

WHEREAS, LCE Acquisition Corporation, a Delaware corporation (to be merged with and into Loews Cineplex Entertainment Corporation), has entered into a Credit Agreement dated as of July 30, 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) with Grupo Cinemex, S.A. de C.V., a Mexican corporation, Cadena Mexican de Exhibición, S.A. de C.V., a Mexican corporation, LCE Holdco, LLC, a Delaware limited liability company (“Holdings”), Citicorp North America, Inc., as the L/C Issuer, the Swing Line Lender and the Administrative Agent, the other Agents named therein and the Lenders (including the Overdraft Loan Facility Lender) party thereto.

WHEREAS, as a condition precedent to the making of the Loans and the issuance of Letters of Credit by the Lenders under the Credit Agreement and entry into Secured Hedge Agreements by the Hedge Banks from time to time, each Grantor has executed and delivered that certain Security Agreement dated as of July 30, 2004 made by the Grantors to the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”). Terms defined in the Security Agreement and not otherwise defined herein are used herein as defined in the Security Agreement.

WHEREAS, under the terms of the Security Agreement, the Grantors have granted to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in, among other property, certain Trademarks of the Grantors, and have agreed as a condition thereof to execute this Trademark Security Agreement for recording with the U.S. Patent and Trademark Office and any other appropriate governmental authorities.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees as follows:

Section 1. Grant of Security. Each Grantor hereby grants to the Administrative Agent for the ratable benefit of the Secured Parties a continuing security interest in all of such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Trademark Collateral”), whether now owned or existing or hereafter acquired or arising:

(i) each Trademark owned by the Grantor (including, without limitation, each Trademark registration and application therefor, referred to in Schedule 1 hereto, and all of the goodwill of the business connected with the use of or symbolized by, each Trademark);

(ii) each Trademark license to which the Grantor is a party, including, without limitation, each Trademark license referred to in Schedule 2 hereto, and all of the goodwill of the business connected with the use of, or symbolized by, each Trademark licensed pursuant thereto;

(iii) all registrations and applications for registration for any of the foregoing, together with all renewals thereof;

(iv) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; and

(v) any and all Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the foregoing, including, without limitation, all Proceeds of and revenues from any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, all proceeds and damages relating thereto.

Section 2. No Transfer of Grantor’s Rights. Except to the extent expressly permitted in the Credit Agreement, each Grantor agrees not to sell, license, exchange, assign, or otherwise transfer or dispose of, or grant any rights with respect to, or mortgage or otherwise encumber, any of the Trademark Collateral.

Section 3. Security for Obligations. The grant of continuing security interest in the Trademark Collateral by each Grantor under this Trademark Security Agreement secures the payment of all Obligations of such Grantor, now or hereafter existing under or in respect of the Finance Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise.

Section 4. Recordation. Each Grantor authorizes and requests that the Commissioner for Trademarks and any other applicable government officer record this Trademark Security Agreement.

Section 5. Execution in Counterparts. This Trademark Security Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Section 6. Grants, Rights and Remedies. This Trademark Security Agreement has been executed and delivered by the Grantors for the purpose of recording the grant of security interest herein with the U.S. Patent and Trademark Office. The security interest granted hereby has been granted to the Administrative Agent in connection with the Security Agreement and is expressly subject to the terms and conditions thereof and does not modify its terms or

2

conditions or create any additional rights or obligations for any party thereto or hereto. The Security Agreement (and all rights and remedies of the Administrative Agent thereunder) shall remain in full force and effect in accordance with its terms.

Section 7. Governing Law. This Trademark Security Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, each Grantor has caused this Trademark Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

LOEWS CINEPLEX ENTERTAINMENT CORPORATION,
By:
	Title:

Address for Notices:

LCE HOLDCO, LLC,
By:
	Title:

Address for Notices:

[OTHER GRANTORS]

3

Schedule 1

to Trademark

Security Agreement

U.S. TRADEMARK REGISTRATIONS

TRADEMARK REG. NO. REG. DATE

U.S. TRADEMARK APPLICATIONS

TRADEMARK REG. NO. REG. DATE

Schedule 2

to Trademark

Security Agreement

TRADEMARK LICENSES

Name of
Agreement Parties
Licensor/Licensee Date of
Agreement Subject
Matter

EX-10.3

Exhibit 10.3

Translation from Spanish

[SEAL]

LOAN AGREEMENT

US$100,000,000.00

dated as of August 16, 2004

among

Cadena Mexicana de Exhibición, S.A. de C.V.,

as Borrower

Grupo Cinemex, S.A. de C.V., and

the Subsidiaries listed Herein, as

Guarantors

The Banks Listed Herein

Banco Inbursa, S.A., Institución de Banca Múltiple,

Grupo Financiero Inbursa

as Administrative Agent, Documentation Agent, Collateral Agent,

Bookrunner and Lead Arranger

Scotiabank Inverlat, S.A., Institución de Banca Múltiple,

Grupo Financiero Scotiabank Inverlat

as Syndication Agent

Translation from Spanish

[SEAL]

TABLE OF CONTENTS

			Page
ARTICLE 1 DEFINITIONS			4
	SECTION 1.01.	Definitions	4
	SECTION 1.02.	Construction Principles	14
	SECTION 1.03.	Accounting Terms and Determinations	15
ARTICLE 2 LOANS			15
	SECTION 2.01.	Commitments to Lend	15
	SECTION 2.02.	Promissory Notes	16
	SECTION 2.03.	Repayment	16
	SECTION 2.04.	Interest Rate	17
	SECTION 2.05.	Optional Prepayments	17
	SECTION 2.06.	Mandatory Prepayments	18
	SECTION 2.07.	Break Funding Costs	18
	SECTION 2.08.	Calculation of Interests	18
ARTICLE 3 CONDITIONS			19
	SECTION 3.01.	Closing	19
ARTICLE 4 REPRESENTATIONS			21
	SECTION 4.01.	Corporate Existence, Powers and Ownership	21
	SECTION 4.02.	Corporate and Governmental Authorization; No Contravention	21
	SECTION 4.03.	Binding Effect, Enforceability of Loan Documents; No Default Under Contracts	22
	SECTION 4.04.	Financial Information; Solvency	22
	SECTION 4.05.	Compliance with Laws and Licenses	22
	SECTION 4.06.	Litigation	23
	SECTION 4.07.	Ownership of Properties	23
	SECTION 4.08.	Commercial Law; Immunity	23
	SECTION 4.09.	Taxes	23
	SECTION 4.10.	Full Disclosure	23
	SECTION 4.11.	Priority of Obligations	24
	SECTION 4.12.	True and Correct Representation in the Loan Documents	24
	SECTION 4.13.	Subsidiaries	24

Translation from Spanish

[SEAL]

ARTICLE 5 COVENANTS			24
	SECTION 5.01.	Information	24
	SECTION 5.02.	Payment of Obligations	26
	SECTION 5.03.	Maintenance of Property; Insurance	26
	SECTION 5.04.	Compliance with Laws	26
	SECTION 5.05.	Conduct of Business and Maintenance of Existence	26
	SECTION 5.06.	Inspection of Property, Books and Records	26
	SECTION 5.07.	Mergers and Assets Sales	28
	SECTION 5.08.	Limitation on Lien	27
	SECTION 5.09.	Total Net Debt/EBITDA Ratio	30
	SECTION 5.10.	Total Net Debt/Capital Ratio	30
	SECTION 5.11.	Interest Coverage Ratio	31
	SECTION 5.12.	Ture-Lease/ Adjusted Leverage Ratio	31
	SECTION 5.13.	[Intentionally Omitted]	32
	SECTION 5.14.	Minimum Consolidated Net Worth	32
	SECTION 5 15.	Investments	32
	SECTION 5.16.	Restricted Payments	32
	SECTION 5.17.	Transactions with Affiliates	32
	SECTION 5.18.	Contingent Liabilities	33
	SECTION 5 19.	Use of Proceeds	33
	SECTION 5.20.	Ranking	33
	SECTION 5.21.	Debt with Affiliates	33
	SECTION 5.22.	[Intentionally Omitted]	33
	SECTION 5.23.	Capital Expenditures	33
	SECTION 5.24.	Power of Attorney	34
	SECTION 5.25.	Guarantors	34
ARTICLE 6 DEFAULTS			34
	SECTION 6.01.	Events of Default	34
ARTICLE 7 AGENTS			37
	SECTION 7.01.	Authorization and Action	37
	SECTION 7.02.	Appointment of the Administrative Agent	37
	SECTION 7 03.	Administrative Agent’s Duties	38
	SECTION 7.04.	Acceptance of Pledged Property	38
	SECTION 7.05.	Duties	39
	SECTION 7.06.	Agents and Affiliates	39
	SECTION 7.07.	Action by the Agents	39
	SECTION 7.08.	Consultation with Experts	39
	SECTION 7.09.	Agents’ Liability	39

ii

Translation from Spanish

[SEAL]

	SECTION 7.10.	Indemnification.	39
	SECTION 7.11.	Credit Decision	40
	SECTION 7.12.	Successor Agents; Other Agents	40
	SECTION 7 13.	Fees	40
ARTICLE 8 CHANGES IN CIRCUMSTANCES			40
	SECTION 8.01.	Substitute Interest Rate	40
	SECTION 8.02.	Illegality	41
	SECTION 8.03.	Increased Cost and Reduced Return	42
	SECTION 8 04.	Taxes	43
ARTICLE 9 MISCELLANEOUS			44
	SECTION 9.01.	Notices	44
	SECTION 9.02.	No Waiver	44
	SECTION 9.03.	Borrower’s and Guarantors’ Joint and Several Obligations	44
	SECTION 9.04.	Expenses; Indemnification	44
	SECTION 9.05.	Sharing of Set-offs	45
	SECTION 9.06.	Amendments and Waivers; Release of Pledged Property	45
	SECTION 9.07.	Successors and Assigns	46
	SECTION 9.08.	[Intentionally Omitted]	47
	SECTION 9.09.	Governing Law; Jurisdiction	47
	SECTION 9.10.	Counterparts; Integration; Effectiveness	48
	SECTION 9.11.	[Intentionally Omitted]	48
	SECTION 9.12.	Waiver of Immunity	48
	SECTION 9.13.	Language	48

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AGREEMENT dated as of August 16, 2004 among Cadena Mexicana de Exhibición, S.A. de C.V. (the “Borrower”); the Subsidiaries listed on the signature pages ____ and Grupo Cinemex, S.A. de C.V., as guarantors and obligors (together with the Borrower, the “Obligors”); the Banks listed on the signature pages hereof (the “Banks”); Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa as Administrative Agent, Documentation Agent, Collateral Agent, Bookrunner and Lead Arranger (the “Administrative Agent”), and Scotiabank Inverlat, S.A., Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat, as Syndication Agent (the “Syndication Agent”).

The parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

SECTION 1.01. Definitions. The following terms, as used herein, shall have the following meanings:

“Administrative Agent” means Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa in its capacity as administrative agent, documentation agent, collateral agent, bookrunner and lead arranger for the purposes of this Agreement.

“Administrative Agent’s Account” means the account number 2277000367, maintained by Banco de México under the name of Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa.

“Affiliate” of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. As used herein, the term “Control” means possession, directly or indirectly, of the power to vote 51% or more of any class of voting securities of a Person or the authority to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agents” means, collectively, the Administrative Agent and the Syndication Agent.

“Applicable Lending Office” means, with respect to any Bank, its offices located at its address set forth on Schedule 1 hereto opposite its name under the heading “Applicable Lending Office” or in the Assignment and Assumption Agreement pursuant to which it became a Bank, or such other office as such Bank may designate as its Applicable Lending Office by notice to the Borrower and the Administrative Agent.

“Assignee” has the meaning set forth in Section 9.07(c).

“Assignment and Assumption Agreement” means an Assignment and Assumption Agreement entered into by and between a Bank and an Assignee, and accepted by the Administrative Agent and the Syndication Agent, substantially in the form of Exhibit A hereto.

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“Bank” means each of the Banks and financial institutions listed on the signature pages hereto and each Assignee which becomes a Bank pursuant to Section 9.07(c) and their respective successors.

“Borrower” means Cadena Mexicana de Exhibición, S.A. de C.V., a Mexican corporation and its successors.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in Mexico City are authorized or required by law to close.

“Capital Expenditures” has the meaning set forth in Section 5.23.

“Capital Expenditures Limit” means, for the last four consecutive Fiscal Quarters, the addition of (i) Consolidated EBITDA, (ii) the amount of cash on hand and Temporary Cash Investments on the first day of such four consecutive Fiscal Quarters, (iii) proceeds received by the Consolidated Borrower in consideration for the issuance by the Consolidated Borrower of equity securities or capital stock, (iv) the proceeds from the incurrence of additional Debt (provided, that with respect to each incurrence of additional Debt, no Default has occurred and is continuing as of the date on which such Debt is incurred), and (v) the proceeds from the sale of assets, less the addition of (i) Net Taxes Paid, (ii) Consolidated Debt Service, and (iii) Restricted Payments.

“CETE Rate” has the meaning set forth in Section 8.01.

“Closing Date” means the date hereof.

“Collateral Documents” means the Pledge Agreement and the Subsidiaries’ Agreement, including the amendments and additions thereto as well as any other document executed and/or delivered pursuant to their terms.

“Commitment” means, (i) with respect to each Bank listed on Schedule 1 hereto, the amount set forth opposite the name of such Bank under the heading “Commitment,” and (ii) with respect to any Assignee, the Commitment assigned to such Assignee pursuant to Section 9.07(c).

“Commitment Documents” means the Fee Letters and the document named Summary of Terms and Conditions dated July 30, 2004, among the Borrower, Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa and Scotiabank Inverlat, S.A. Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat.

“Consolidated Borrower” means the Borrower and its Consolidated Subsidiaries taken as a whole.

“Consolidated Debt Service” means, with respect to the Consolidated Borrower for any relevant period, the addition of the Consolidated Interest Expense and the amortization during such period of all Debt with a maturity of one year or longer, determined in accordance with Mexican GAAP, excluding all interest expense generated by the Subordinated Debt.

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“Consolidated EBITDA” means for any relevant period, EBITDA of the Consolidated Borrower in accordance with Mexican GAAP for such period plus, to the extent deducted in determining such EBITDA, the aggregate amount of non-cash charges similar to depreciation and amortization.

“Consolidated Interest Expense” means, for any relevant period, Consolidated Borrower’s aggregate Interest Expenses.

“Consolidated Net Profits” means, for any relevant period, the aggregate net profits (or loss) of the Consolidated Borrower for such period, determined in accordance with Mexican GAAP.

“Consolidated Net Worth” means, at any date, the consolidated stockholders’ equity of the Consolidated Borrower, computed as accounting assets, less liabilities and excluding convertible debt. Without limiting the generality of the foregoing, such Consolidated Net Worth includes capital, surplus and undivided profits, as well as common stock, and preferred stock.

“Consolidated Rental Expense” means, for any period, the aggregate rental expense of the Consolidated Borrower less, to the extent included in the determination thereof, any portion of lease payments that are (i) calculated as a percentage of Consolidated Borrower’s revenues, (ii) a single lump sum amount agreed to be paid by the Consolidated Borrower at the time a lease is entered into as “key money” or transfer, even if payable in several instalments or (iii) paid as advance rent or rent deposits, all determined on a consolidated basis for such period; provided however, that “Consolidated Rental Expense” excludes Debt referred to in paragraph (iv) of Debt definition.

“Consolidated Stockholders’ Equity” means, at any date, the consolidated stockholder’s equity of the Consolidated Borrower.

“Consolidated Subsidiary” means, at any date and for any Person, any Subsidiary or other entity the accounts of which would be consolidated with those of such Person in its consolidated financial statements if such statements were prepared as of such date in accordance with the Mexican GAAP.

“Debt” of any Person means, at any date, without duplication, (i) all obligations of such Person for borrowed money, excluding Subordinated Debt, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of property or services, except for trade accounts payable arising in the ordinary course of business, (iv) all obligations of such Person as lessee which are capitalized in accordance with Mexican GAAP, (v) all non-contingent obligations (and, for purposes of Section 5.08 and the definitions of Material Debt, all contingent obligations) of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit or similar instrument, (vi) all Debt secured by a Lien on any asset of such Person, whether or not such Debt is otherwise an obligation of such Person and (vii) all Guarantees by such Person of another Person’s Debt (each such Guarantee shall constitute Debt in an amount equal to the amount of such other Person’s Debt Guaranteed thereby, except for

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Subordinated Debt) and (viii) Revolving Debt; provided, however, that “Debt” excludes Subordinated Debt.

“Default” means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.

“Delinquent Interest Rate” has the meaning set forth in Section 2.04(a).

“Derivatives Obligations” of any Person means all obligations of such Person in respect of any rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of the foregoing transactions) or any combination of the foregoing transactions.

“Disbursement Date” has the meaning set forth in Section 2.01(b) hereof.

“Dollar”, “US$” or “Dollars” means the lawful currency of the United States of America. For purposes of obtaining the Peso equivalent of any amount in Dollars, the parties hereto agree to use the exchange rate published in the Official Gazette of the Federation as the Rate of Exchange to Settle Obligations denominated in Foreign Currency payable in Mexico on the date the conversion is made.

“EBITDA” means, for any Person, for any period, for such Person, the addition of the following (without duplication): (a) operating income (calculated before taxes, Interest Expenses, interest revenue, extraordinary and unusual items) for such period plus (b) depreciation and amortization (to the extent deducted in determining operating income) for such period, plus (c) the Pro-forma EBITDA for such period, all as determined in accordance with Mexican GAAP with the information provided in such Person’s financial statements.

“Effective Date” means the date in which this Agreement becomes effective in accordance with Section 9.10.

“Event of Default” has the meaning set forth in Section 6.01.

“Executive Officer” means the Director General, the executive director, the chief operating officer, the chief financial officer, the general counsel, the general comptroller, or the treasurer of the Borrower; provided that said officer is duly authorized to perform any obligations hereunder, as evidenced in a certificate substantially in the form of Exhibit “H”.

“Existing Loan” means the Borrower’s Debt pursuant to the credit agreement entered into by and among the Borrower, Grupo Cinemex, Scotiabank Inverlat, S.A., Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat, as Co-Lead Arranger, and other third parties

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and financial institutions parties thereto, for an amount up to P$1,000,000,000.00 (One Billion Pesos 00/100) dated December 26, 2002, as amended and/or supplemented, as the case may be.

“Fee Letter” means the Administrative Agent’s Fee Letter, dated August 13, 2004, between the Borrower and the Administrative Agent, relating to the payment of the fees, costs and other expenses.

“Fiscal Quarter” means a fiscal quarter of the Borrower (i.e. January 1^st through March 31^st; April 1^st through June 30^th; July 1^st through September 30^th ; and October 1^st through December 31^st).

“Fiscal Year” means, pursuant to the applicable tax laws, the period comprised between January 1st and December 31st of every calendar year of the Borrower.

“Governmental Authority” means any government or any state, department or other political subdivision thereof, or any governmental body, agency, authority (including, without limitation, any central bank or taxing authority) or instrumentality (including, without limitation, any court or tribunal) exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation, partnership or other entity directly or indirectly owned by or subject to the control of any of the foregoing.

“Guarantee” granted by any Person means any real and/or personal obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation or (ii) incurred for the purpose of assuring in any other manner the holder of such Debt or other obligation the payment thereof or to protect such holder against loss in respect thereof (in whole or in part), provided, that the term “Guarantee” shall not include endorsements for collection or deposits in the ordinary course of business of such Person. The term “Guarantee” used as a verb has a meaning that corresponds to the granting of a Guarantee.

“Guarantors” means: (i) Grupo Cinemex; and (ii) each Operating Subsidiary including the Operating Subsidiaries established after the date hereof (which adhere to this Agreement and/or to the Collateral Documents pursuant to Section 5.25), but excluding Operadora Moliere, S.A. de C.V., Teatro Polanco, S.A. de C.V., Producciones Expreso Astral, S.A. de C.V., Servicios Cinematograficos Especializados, S.A. de C.V., Serviuno, S.A. de C.V., FICC Ciudad de Mexico, S.A de C.V. and Cinemex Producciones, S.A. de C.V., or any other Subsidiary of the Borrower established for labour and employee benefit purposes or the purpose of which is other than the operation of one or more movie theatres, as provided in Schedule 2 hereto, unless such excluded Subsidiaries become Operating Subsidiaries, in which case such excluded Subsidiaries shall become Guarantors.

“Grupo Cinemex” means Grupo Cinemex, S.A. de C.V., a Mexican corporation.

“IMSS” means Instituto Mexicano del Seguro Social.

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“Indemnified Party” or “Indemnified Parties” has the meaning set forth in Section ___ 10.

“Indemnitee” has the meaning set forth in Section 9.04(b).

“INFONAVIT” means Instituto del Fondo Nacional para la Vivienda de los Trabajadores.

“Interest Coverage Ratio” means the ratio of (i) the Borrower’s Consolidated EBITDA divided by (ii) the Borrower’s Consolidated Interest Expense, calculated on the four most recent consecutive Fiscal Quarters.

“Interest Expense” means, for any applicable period, the aggregate interest expense of the Consolidated Borrower for such applicable period, determined in accordance with Mexican GAAP, and excluding all interest expenses generated by the Subordinated Debt; provided that, in the event of acquisitions by the Borrower or any of its Consolidated Subsidiaries that include an interest component, the interests related to such acquisitions shall also be taken into consideration.

“Interest Period” means, with respect to any disbursement made under the Loan, the period commencing on the 26^th day of any calendar month and ending on the 26^th day of the immediately following month, provided that the first Interest Period with respect to any disbursement made under the Loan, shall be irregular, commencing on the relevant Disbursement Date and ending on the 26^th day of the immediately following month; provided, however, that:

(a) any Interest Period which would otherwise end on a date which is not a Business Day shall end on the following Business Day; and

(b) any Interest Period which would otherwise end after the Expiration Date shall end on the Expiration Date.

“Interest Rate” means, for any day, a rate per annum equal to the TIIE Rate plus the applicable Margin.

“Investment” means any investment in any Person, whether by means of share purchase, capital contribution, loans, Guarantees, time deposits or otherwise (but without including any demand deposit).

“Investor” or “Investors” has the meaning set forth in Section 6.01(n).

“Lead Arranger” means Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, guaranty trust, assignment, security interest or encumbrance of any kind that has the practical effect of creating a security interest, in respect of such asset. For the purposes of this Agreement, the Consolidated Borrower shall be deemed to possess, subject to a Lien, any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

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“Loan” has the meaning set forth in Section 2.01.

“Loan Documents” means this Agreement, the Promissory Notes and the Collateral Documents, as amended.

“Loan Purpose” means (i) the refinancing of the Borrower’s Existing Loan, (ii) capital expenditures and (iii) general corporate expenses.

“Margin” means (i) for the period of time compounded between the Closing Date and August 26, 2005, inclusive, 150 basis points, (ii) for the period of time beginning after August 26, 2005, and ending on August 26, 2006, 150 basis points, (iii) for the period of time beginning after August 26, 2006, and ending on August 26, 2007, 175 basis points, (iv) for the period of time beginning after August 26, 2007, and any moment afterwards, 200 basis points.

“Material Debt” means Debt (except Debt outstanding hereunder and under the Revolving Loan Agreement) of the Consolidated Borrower, arising in one or more related or unrelated transactions, in an aggregate principal or face amount exceeding US$8,000,000.00 (Eight Million Dollars 00/100), or its equivalent amount in Pesos, and excluding Subordinated Debt.

“Material Financial Obligations” means a principal or face amount of Debt (other than the Loan and the Revolving Loan) and/or payment or collateralization obligations in respect of Derivatives Obligations of the Consolidated Borrower, arising in one or more related or unrelated transactions, exceeding in the aggregate US$8,000,000.00 (Eight Million Dollars 00/100) or its equivalent amount in Pesos.

“Material Subsidiary” means, at any time, a direct or indirect Subsidiary of the Borrower (A) that at any time during the preceding Fiscal Year has consolidated assets equal to or greater than 5% of the consolidated assets of the Consolidated Borrower or (B) whose operating earnings before interest, income tax expense, depreciation and amortization constitutes 5% or more of the Consolidated EBITDA for the preceding Fiscal Year.

“Mexican GAAP” has the meaning set forth in Section 1.03.

“Mexico” means the United Mexican States.

“Net Cash Proceeds” means, with respect to any asset sale pursuant to Section 5.07 (b) by the Consolidated Borrower, the aggregate amount of cash received from time to time by or on behalf of such Person in connection with such transaction after deducting therefrom (i) the principal amount and premiums due, if any, received in connection with the sale of assets securing Debt, provided, however that said proceeds are used to repay such Debt, (ii) reasonable and customary brokerage fees, legal fees, accountants’ fees and other similar fees, expenses and commissions, if any, (iii) the amount of taxes payable or estimated in good faith to be payable in connection with or as a result of such transaction, and (iv) any reserves for the adjustment with respect to the sale price of such assets or any obligation related to such assets, if any, to the extent that in all cases the amounts so deducted are payable to a Person that is not an Affiliate and are properly attributable to such transaction or to the asset that is the subject thereof.

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“Net Taxes Paid” means, for any relevant period, the aggregate Mexican income tax actually paid by the Consolidated Borrower, net of all Mexican income tax reimbursements compensations or other cash received as a consequence of Mexican income taxes paid by the Consolidated Borrower.

“Obligors” means the Borrower and the Guarantors, acting as joint obligors, and “Obligor” means any of the foregoing.

“Operating Subsidiary” means a direct or indirect subsidiary of the Borrower which operates one or more movie theatres and which contributes to the consolidated revenues or operating income of the Consolidated Borrower. For information purposes, the current Operating Subsidiaries are included in the list contained in Schedule 2 hereto, which shall be updated every six months.

“Parent” means, with respect to any Bank, any Person controlling such Bank.

“Participant” has the meaning set forth in Section 9.07(b).

“Person” means any individual or legal entity, a trust or any other entity or organization, including a government or political subdivisions or agencies or instrumentalities thereof.

“Permitted Holders” means, directly or indirectly, each of (a) of Bain Capital Holdings (Loews) I, L.P. (and its members), Bain Capital AIV (Loews) II, L.P. (and its members) TC Group L.L.C., Carlyle Partners III Loews, L.P., CP II Coinvestment, L.P., Spectrum Equity Investors IV, L.P., Spectrum Equity Investors Parallel IV, L.P., Spectrum IV Investment Managers’ Fund, L.P., and their respective Affiliates or (b) Loews Cineplex Entertainment Corporation or its Subsidiaries or investment funds or other direct or indirect investors of Loews Cineplex Entertainment Corporation.

“Peso”, “Pesos” or “MXP$” means, the lawful currency of Mexico. For purposes of obtaining the Peso equivalent of any amount in Dollars, the parties hereto agree to use the exchange rate published in the Official Gazette of the Federation as the Rate of Exchange to Settle Obligations denominated in Foreign Currency payable in Mexico on the date the conversion is made.

“Pledge Agreement” means the Stock Pledge Agreement dated as of the date hereof, substantially in the form of Exhibit B hereto, as the same may be amended or otherwise modified from time to time.

“Pledged Properties” means the properties pledged under the Pledge Agreement.

“Pledged Subsidiary” shall have the meaning set forth in Section 5.05(b) herein.

“Pro-forma EBITDA” means for any relevant period (i) EBITDA of the Consolidated Subsidiaries in respect of newly opened theatres that have been operating for a period of at least six (6) months, on an annualized basis, provided that the EBITDA in respect of newly opened theatres for the estimated period shall be calculated by multiplying it times 0.8 and (ii) EBITDA for the relevant period corresponding to any company, entity or operating assets acquired by the

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Borrower or any of its Subsidiaries, determined as if such acquisition had occurred on the first day of the relevant period.

“Promissory Notes” means promissory notes subscribed by the Borrower and signed by the Guarantors as avales, substantially in the form of Exhibit C hereto, evidencing the obligation of the Borrower to repay each Loan, and “Promissory Note” means any one of such promissory notes issued hereunder.

“Replacement Subsidiary” means, as of the date of determination, a Subsidiary of the Borrower whose attributable portion of Consolidated EBITDA for the four most recently ended Fiscal Quarter period is at least equal to the attributable portion of Consolidated EBITDA (for the same period) of the applicable Pledged Subsidiary, subject to the occurrence of any of the events described in Section 6.01(m).

“Required Banks” means at any time Banks having at least 66% (sixty six percent) of the aggregate outstanding amount of the Loans.

“Restricted Payment” means (i) any dividend or other distribution on any shares representing the Borrower’s capital stock or any of its Consolidated Subsidiaries’ capital stock (except dividends payable solely in shares of its capital stock or dividends paid by the Borrower to Grupo Cinemex); or (ii) any payment on account of the purchase, redemption, withholding or acquisition of (a) any shares of the Borrower’s or any of its Consolidated Subsidiaries’ capital stock or (b) any option, warrant or other rights to acquire shares of the Borrower or any of its Consolidated Subsidiaries’ capital stock (but excluding payments of principal, premium (if any) or interest made pursuant to the terms of convertible debt securities prior to conversion); and (iii) any dividend or other distribution on any shares representing the capital stock of Grupo Cinemex (except for dividends exclusively paid with shares of its capital stock).

“Revolving Loan Agreement” means the revolving loan agreement entered into simultaneously to this Agreement, among the Obligors, the Agents and the Banks, their successors and assignees, as the case may be, for an amount in Pesos equal to US$25,000,000.00 (Twenty Five Million Dollars 00/100), as amended and/or supplemented.

“Revolving Debt” means the Debt under the Revolving Loan Agreement.

“Sale and Leaseback Transaction” means an arrangement by any Person providing for the leasing by such Person of any property or asset acquired by such Person to the Person that sold or transferred such property or assets, not more than 270 days after the acquisition thereof, the completion of construction or commencement of operations thereof.

“SAR” means Sistema de Ahorro para el Retiro or the Mexican mandatory retirement fund system.

“Scheduled Payment” has the meaning set forth in Section 2.03.

“Solvent” means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including,

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without limitation, contingent liabilities, of such Person and (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the liability such Person on its debts as they become due and payable. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances prevailing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Subordinated Debt” means the Borrower’s subordinated Debt, with principal and interests payable on any date after the Expiration Date hereunder and under the Revolving Loan Agreement.

“Subsidiary” of any Person means any legal entity, joint venture, trust or estate of which (or in which) more than 50% of (a) the voting stock or equity interests of such corporation, (b) the interest in the capital or profits of such legal entity (partnership, corporation) or joint venture or (c) the beneficial interest in such trust or estate is directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries.

“Subsidiaries’ Agreement” means, the Subsidiaries’ Agreement, as the same may be amended or otherwise modified from time to time, substantially in the form of Exhibit D hereto, to be entered into by each Subsidiary of the Borrower that becomes an Operating Subsidiary, by acquisition or otherwise, if any.

“Substitute Interest Rate” shall have the meaning set forth in Section 8.01.

“Substitute Subsidiary” shall have the meaning set forth in Section 5.05(b) herein.

“Syndication Agent” means Scotiabank Inverlat, S.A., Institution de Banca Multiple, Grupo Financiero Scotiabank Inverlat in its capacity as syndication agent for the Banks hereunder and its successors in such capacity.

“Temporary Cash Investment” means any Investment in (i)(x) direct obligations of the government of the United States of America or any agency or instrumentality thereof, or obligations Guaranteed by the United States of America or any agency or instrumentality thereof and (y) direct obligations of the governments of Mexico or any agency or instrumentality thereof, or obligations Guaranteed by Mexico or any agency thereof, (ii) commercial paper rated at least A-l by Standard & Poor’s Ratings Services or P-l by Moody’s Investors Service, Inc., (iii)(x) time deposits with, including certificates of deposit issued by, any office located in the United States of America of any bank or trust company which is organized under the laws of the United States of America or any state thereof and has capital, surplus and undivided profits aggregating at least US$1,000,000,000.00 (One Billion Dollars 00/100) and (y) Promissory Notes issued by, or time deposits with BBVA Bancomer, S.A., Institution de Banca Multiple, Grupo Financiero BBVA Bancomer, Banco Inbursa, S.A., Institution de Banca Multiple Grupo Financiero Inbursa, Banco J.P. Morgan, S.A., Chase Manhattan Bank Mexico, S.A., Scotiabank Inverlat, S.A., Institution de Banca Multiple, Grupo Financiero Scotiabank Inverlat, Banco National de Mexico, S.A., or any other bank or trust company which is organized under the laws of the United States of America or any state thereof or Mexico and has capital, surplus and

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undivided profits aggregating at least US$1,000,000,000.00, (One Billion Dollars 00_______ including certificates of deposit issued by, any office or Subsidiary of such banks located in Mexico or (iv) repurchase agreements with respect to securities described in clause (i) above entered into with an office of a bank or trust company meeting the criteria specified in clause (iii) above, provided, in each case that such Investment matures within one year from the date of acquisition thereof by the Consolidated Borrower.

“Expiration Date” means August 16, 2009 or, if such day is not a Business Day, the immediate preceding Business Day.

“TIIE Rate” means for each Interest Period, the 28-day Equilibrium Interbank Interest Rate published by Banco de Mexico in the Official Gazette of the Federation on the first Business Day of each Interest Period.

“Total Net Debt” means, on any date, the Consolidated Borrower’s Debt minus cash and Temporary Cash Investments.

“Total Net Debt/ EBITDA Ratio” means, on the last day of any Fiscal Quarter, the Total Net Debt divided by the Consolidated EBITDA, on such date (based on the last four Fiscal Quarters ending on that date).

“Total Net Debt/Capital Ratio” means, the Total Net Debt divided by Consolidated Net Worth.

“True-Lease/Adjusted Leverage Ratio” means, the Total Net Debt for the last four Fiscal Quarters plus Consolidated Rental Expense for the last four Fiscal Quarters times 8 (eight), divided by the sum resulting from the addition of the Consolidated EBITDA for the last four Fiscal Quarters plus the Consolidated Rental Expense for the last four Fiscal Quarters.

“Unrestricted Subsidiary” means any Subsidiary of the Borrower whose shares representing the of capital stock or other ownership interests are not subject to the terms of the Pledge Agreement.

“Wholly-Owned Subsidiary” means any Subsidiary all of the shares representing its capital stock or other ownership interests of which (except for shares constituting less than 1% of the voting power and economic interest of any class of capital stock) are at that time directly or indirectly owned by the Borrower.

SECTION 1.02. Construction Principles. Capitalized terms used and defined herein shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neutral forms. All references in this Agreement to Clauses, sections, paragraphs and exhibits shall be deemed to be references to Clauses, sections paragraphs and exhibits of this Agreement, unless the context otherwise requires. Any and all exhibits attached hereto shall be deemed an integral part hereof. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, unless such phrase otherwise appears.

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SECTION 1.03. Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein or in any of the Loan Documents shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepts accounting principles in Mexico as in effect from time to time (“Mexican GAAP”). applied on a basis consistent (except for changes concurred by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Consolidated Borrower, its respective Consolidated Subsidiaries and the Guarantors delivered to the Banks; provided, that if the Borrower notifies the Administrative Agent that the Borrower reasonably wishes to amend any provision hereof to eliminate the effect of any change in Mexican GAAP (or if the Administrative Agent and the Syndication Agent notify the Borrower that the Required Banks reasonably wish to amend any provision for such purpose), then the Consolidated Borrower’s compliance with such provision shall be determined on the basis of Mexican GAAP in effect immediately before the relevant change in Mexican GAAP became effective, until either such notice is withdrawn or such provision is amended in a manner satisfactory to the Borrower and the Required Banks.

ARTICLE 2

LOANS

SECTION 2.01. Commitments to Lend. (a) each Bank severally, and not jointly, agrees, on the terms and conditions set forth in this Agreement, to grant a term Loan (each one, a “Loan”), to the Borrower, in an aggregate principal amount not to exceed the amount of such Bank’s Commitment, in two disbursements, one equal to the equivalent in Pesos of US$90,000,000.00 (ninety million Dollars 00/100) at the exchange rate published by Banco de Mexico in the Official Gazette of the Federation on the relevant Closing Date and the second equal to the equivalent in Pesos of US$10,000,000.00 (ten million Dollars 00/100) at the exchange rate published by Banco de Mexico in the Official Gazette of the Federation on the date of the corresponding Disbursement, provided that, the term to complete the second disbursement shall be the one year anniversary of the Closing Date, in the understanding that there shall be no fee for the second disbursement if it is completed within six months after the Closing Date, and if such disbursement is completed after such period of time, a 0.20% fee shall be imposed on the amount not disbursed, to be paid on the date such amount is disbursed or at the expiration of the term for disbursement, whatever happens first, which the Borrower shall exclusively use for the Loan Purpose. When used in this Agreement, the term “Loans” means all the Loans in a collective manner. The Loan does not include interest, fees and expenses to be paid by the Borrower and that are set forth herein.

(b) Loan Disbursement. For purposes of the first disbursement, the Borrower shall deliver to each Bank, through the Administrative Agent, a written disbursement request, under the terms of Exhibit E, on the Closing Date, indicating the disbursement date (the “Disbursement Date”), and in the case of the second disbursement, the Borrower shall deliver a written disbursement request on the terms provided in Exhibit E to each Bank, through the Administrative Agent, at least 2 (two) Business Days prior to the Disbursement Date proposed. The parties hereto agree that each Bank shall only be required to lend, in proportion to the

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Bank’s Commitment and provided that all the Conditions set forth in Section 3 herein have been met.

(c) Non Revolving Facility; Loan Ratable. Each Bank’s Commitment is not revolving in nature, and any portion of the Loan repaid or prepaid may not be reborrowed by the Borrower. The Loan shall be made from the several Banks ratably in proportion to their respective Commitment. Each Bank’s Commitment shall terminate on the Expiration Date in proportion to the amount of such Bank’s Commitment.

SECTION 2.02. Promissory Notes. Each disbursement made by the Borrower under the Loan shall be evidenced by one or more Promissory Notes, guaranteed by aval by the Guarantors, payable to the order of the relevant Bank in the account of its Applicable Lending Office, or in the account determined in writing by the Administrative Agent.

SECTION 2.03. Repayment. The Borrower shall pay the principal amount of each disbursement under the Loan in the maturity date of the relevant disbursement, provided that such maturity date shall not exceed the Expiration Date. Each payment of any outstanding principal amount made pursuant to each disbursement shall be equal to the amount borrowed by the Borrower under the Loan pursuant to such disbursement plus the applicable interests (the “Scheduled Payment”), as shown in the following payment calendar:

FIRST DISBURSEMENT. The equivalent in Pesos of US$90,000,000.00 (ninety million Dollars 00/100) at the exchange rate published by Banco de Mexico in the Official Gazette of the Federation on the relevant Disbursement Date:

PAYMENT DATE	PRINCIPAL AMOUNT
30th month, February 16, 2007	U.S.$	9,000,000.00
36th month, August 16, 2007	U.S.$	9,000,000.00
42nd month, February 16, 2008	U.S.$	13,500,000.00
48th month, August 16, 2008	U.S.$	13,500,000.00
54th month, February 16, 2009	U.S.$	18,000,000.00
60th month, August 16, 2009	U.S.$	27,000,000.00

SECOND DISBURSEMENT. The equivalent in Pesos of US$10,000,000.00 (ten million Dollars 00/100) at the exchange rate published by Banco de Mexico in the Official Gazette of the Federation on the relevant Disbursement Date.

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PAYMENT DATE	PRINCIPAL AMOUNT
30th month, February 16, 2007	U.S.$	l,000,000.00
36th month, August 16, 2007	U.S.$	l,000,000.00
42nd month, February 16, 2008	U.S.$	1,500,000.00
48th month, August 16, 2008	U.S.$	1,500,000.00
54th month, February 16, 2009	U.S.$	2,000,000.00
60th month, August 16, 2009	U.S.$	3,000,000.00

The Borrower shall make each Scheduled Payment in the account maintained by the Borrower with the Administrative Agent, who shall make the corresponding payments to each Bank from the amounts paid by the Borrower in such account.

SECTION 2.04. Interest Rates. (a) The outstanding balance of each Loan disbursement shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Interest Rate. Such interest shall be payable monthly in arrears on the last Business Day of the applicable Interest Period. Any amount due hereunder and not paid at maturity (whether on the stated maturity date, upon acceleration or otherwise), shall bear delinquent interests until the date on which payment is made in full, including overdue interests, but only to the extent permitted by law (after as well as before judgment), on such amounts at a rate per annum equal to 150% of the TIIE Rate that would have been applicable to calculate the Interest Rate corresponding to such payment, plus the applicable Margin (the “Delinquent Interest Rate”).

(b) The Administrative Agent shall determine each Interest Rate applicable to the Loans hereunder. The Administrative Agent shall give prompt notice to the Borrower and the Banks of each Interest Rate so determined.

(c) If the TIIE Rate may not be used as reference, the provisions of Section 8.01 shall apply.

SECTION 2.05. Optional Prepayments. (a) Subject to Section 2.07, the Borrower may, upon at least three Business Day’s notice to the Administrative Agent, prepay any Loan disbursement, at any time, in whole or in part, in amounts exceeding MXP$10,000,000.00 (Ten Million Pesos 00/100) or any larger multiple of MXP$5,000,000.00 (Five Million Pesos 00/100), by paying the principal amount to be prepaid together with any accrued interest thereon until the prepayment date. Each such optional prepayment shall be applied to the payment of Scheduled Payments in order of their maturity.

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(b) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall notify each Bank of the contents thereof and of such Bank’s ________ share of such prepayment and such notice shall not thereafter be revoked by the Borrower.

SECTION 2.06. Mandatory Prepayments. On the date interests are payable and due, the Borrower (i) after the first anniversary of the date on which the Consolidated Borrower receives the Net Cash Proceeds from the sale of any asset in compliance with Section 5.07(b), exceeding in the aggregate the amount of U.S.$15,000,000.00 (Fifteen Million Dollars 00/100) or its equivalent in Pesos, for any related individual transaction or series of transactions, 100% of the Net Cash Proceeds from such assets sale shall be applied to the prepayment of the principal amount of the Loan outstanding, unless the Borrower or its Subsidiaries reinvest or compromise in writing to reinvest, within the following year of such asset sale, the Net Cash Proceeds in assets of any class which are used or can be used in the Borrower’s business or in any of its Subsidiaries’ business, or (ii) after the date in which the Consolidated Borrower receives the Net Cash Proceeds from any equity public offering, 35% of the Net Cash Proceeds shall be applied to prepay the principal amount of the Loans outstanding.

Prepayments made according to this Section shall be made only on a date on which any Interest Period ends and shall be applied to the payment of Scheduled Payments in the order of their maturity.

SECTION 2.07. General Provisions as to Payments. (a) The Borrower shall make each payment of principal and interest on the Loans, not later than 13:00 hours (Mexico City time) on the date when due, in Pesos, in immediately available funds in Mexico City, to the Administrative Agent’s account. The Administrative Agent shall distribute to each Bank its ratable share from each payment received by the Administrative Agent to be credited to the Ranks. Whenever payments of principal or interest on Loans or other amounts due hereunder shall be paid on a day which is not a Business Day, the payment date thereof shall be extended to the following Business Day. If the payment date of principal is extended by operation of law or otherwise, interest thereon shall be payable for such period.

SECTION 2.08. Breaking Funding Cost. If the Borrower makes any payment of principal with respect to any Loan pursuant to Section 2.05 on any day other than the last day of an Interest Period applicable thereto, or if the Borrower fails to borrow or prepay any Loans after notice has been given to any Bank in accordance with Section 2.05(b) or 3.01(k), the Borrower shall reimburse each Bank, within 15 days after demand, for any resulting expense incurred by it (or by an existing or prospective Participant in the related Loan), including (without limitation) any loss of margin until the then current Interest Period ends, which shall be paid only in the event the TIIE Rate published on the pre-payment date or failure to borrow is lower than the TIIE Rate applicable for the relevant Interest Period, in which case the loss of margin shall be calculated as the difference between such rates, multiplied by the amount of the Loan to be prepaid or which the Borrower failed to borrow, divided by 360 (three hundred and sixty) and further multiplied times the days remaining from the pre-payment date through the date in which the then applicable Interest Period expires, provided, that such Bank shall have delivered to the Borrower a certificate describing the amount of such loss or expense.

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SECTION 2.09. Calculation of Interest. Interest based on the Interest Rate hereunder shall be computed on the basis of a 360-day year and shall be paid for the actual number of days elapsed (including the first day but excluding the last one).

ARTICLE 3

CONDITIONS

SECTION 3.01. Closing. The execution of this Agreement shall occur on the Closing Date, and the obligation of each Bank to grant the Loans hereunder is subject to the satisfaction of the following conditions (with respect to each document, dated on the Closing Date, unless otherwise indicated):

(a) receipt by the Administrative Agent, in the event that any disbursement under the Loan is made on such date, of Promissory Notes duly executed by the Borrower on the account of each Bank, on dated the Disbursement Date and complying with the provisions of Section 2.02, and substantially in the form and substance of Exhibit C hereto;

(b) receipt by the Administrative Agent of an opinion issued by Ritch, Heather y Mueller, S.C., Mexican counsel for the Borrower and the Guarantors, in form and substance reasonably satisfactory to the Administrative Agent and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request;

(c) receipt by the Administrative Agent of an opinion issued by Franck, Galicia y Robles, S.C., in form and substance reasonably satisfactory to the Administrative Agent, covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request;

(d) receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto;

(e) receipt by the Administrative Agent of duly executed counterparts of the Pledge Agreement, together with delivery to the Administrative Agent of (i) stock certificates of the Subsidiaries which shares are granted as collateral thereunder, endorsed in guaranty in favour of the Administrative Agent for the benefit of the Banks; (ii) copies of the stock registry books of the relevant Subsidiary, certified by the Secretary, Assistant Secretary or authorized officer of each such Subsidiary, with respect to the shares granted as collateral thereunder, evidencing registration of the pledge in the relevant stock registry book; and (iii) such other instruments and documents as are required to be delivered thereunder and such additional evidence as shall be satisfactory to the Administrative Agent of the creation and perfection of the Liens intended to be created thereby;

(f) receipt by the Administrative Agent of a certificate, substantially in form of Exhibit F hereto, and any other form of evidence satisfactory to each of them that all Liens granted in connection with the Existing Loan have been terminated and released;

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(g) at the Closing Date, the Administrative Agent shall not have received notice from the Required Banks that such Banks:

(i) have determined in their good faith judgment that (x) there has occurred any material adverse change in the condition, financial or otherwise, results of operations, business, assets, debt service capacity, tax position, environmental liability or liabilities, or operations of the Consolidated Borrower, since the date of the most recent audited financial statements heretofore received by the Banks; or (y) a material adverse change in the ability of any of the Obligors or any of their Consolidated Subsidiaries to perform their obligations provided for in the Loan Documents; and

(ii) have determined in their good faith judgment that, since the date hereof, there has been a material disruption or adverse change either in (A) international financial, banking or capital markets, (B) Mexican financial, economic or political conditions, which in the sole judgment of the Required Banks would make it impractical or inadvisable to proceed with the Loan;

(h) the Administrative Agent shall have received a certificate of an Executive Officer of the Borrower, substantially in the form of Exhibit G hereto, to the effect that (A) immediately before and after the Closing Date, no Default or event or condition known to the Borrower or its direct or indirect Subsidiaries, which requires only the giving of notice and/or the lapse of time to become an Event of Default shall have occurred and be continuing; (B) the representations and warranties of such Obligor contained in this Agreement are true and correct on and as of the Closing Date; (C) the execution, delivery and performance by such Obligor of this Agreement or any Loan Document, have been duly authorized by all necessary corporate action (if necessary) and (D) do not contravene, or constitute a default under, any provision of applicable law, regulation or decree or such Obligor’s bylaws or of any other agreement, or of any judgment, injunction or order known thereto or that has been notified or communicated to the Obligors or to the Consolidated Subsidiaries, or other instrument binding on such Obligor;

(i) receipt by the Agents of payment of the documented fees and expenses payable to the Agents in their own accounts and for the Bank’s several accounts, pursuant to the Commitment Documents (including, without limitation, any fees and expenses of special counsel for the Agents);

(j) receipt of all documents the Administrative Agent may reasonably request relating to the existence of each of the Borrower, its Consolidated Subsidiaries and the Guarantors, the validity of and receipt of all filings, consents and approvals (corporate and/or governmental), if any, required to execute and perform its obligations under this Agreement, the other Loan Documents, the continuing operations in all material respects of the Consolidated Borrower and the Guarantors, and any other matters relevant hereto, all of them in form and substance satisfactory to the Administrative Agent, including, without limitation, the following:

(i) photostatic copies of each Obligor’s bylaws in full force and effect in its delivered form on the Closing Date;

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(ii) the powers of attorney, certified by a Mexican notary public, authorizing the relevant officers of each Obligor to execute this Agreement and the other Loan Documents and any other document or certificate to be delivered on or prior to the Closing Date in connection with the transactions contemplated by this Agreement;

(iii) Secretary’s Certificates, as the case may be, duly completed by each Obligor in form and substance satisfactory to the Administrative Agent;

(k) that the Administrative Agent receives, (i) in the event that the Borrower requires a disbursement the day immediately after the Closing Date, on the Closing Date, a disbursement request executed by the Borrower, substantially in the form of Exhibit E hereto and (ii) with at least two days in advance to each disbursement, for the subsequent disbursements; and

(1) there shall exist no pending litigation, proceedings or investigations, notified or communicated to the Obligors or to the Consolidated Subsidiaries and which could reasonably be expected to have a material adverse change on the financial condition, operation, assets, business, properties or prospects of the Consolidated Borrower or the Guarantors, and which exceed, in the aggregate, US$8,000,000.00 (Eight Million Dollars 00/100), or its equivalent amount in Pesos.

ARTICLE 4

REPRESENTATIONS

Each Obligor represents to each Bank that:

SECTION 4.01. Corporate Existence, Powers and Ownership. Each Obligor is a mercantile corporation, duly incorporated and validly existing under the laws of Mexico, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. Each Operating Subsidiary acting as a Guarantor is a Wholly-Owned Subsidiary of the Borrower and Borrower owns the shares of the Wholly-Owned Subsidiaries free and clear of any Liens or restrictions on transfer, except for such Liens derived from the Existing Loan, which are terminated and released on the date hereof and the Liens granted pursuant to the Loan Documents.

SECTION 4.02. Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by each Obligor of the Loan Documents to which it is a party, as well as the continuing operations in all material respects of each Obligor are within the corporate powers of such party, have been duly authorized by all necessary corporate action (if necessary), require no action by or in respect of, or filing with, any Governmental Authority or any other Person (including, without limitation, any action or filing in connection with pledging of the Pledged Properties and performance of the Collateral Documents) and do not contravene, or constitute a default under, any provision of any applicable law, regulation or decree, or of the bylaws of such party or of any material agreement, or of any judgment, injunction or order known or that has been notified or communicated to the Obligors or to the Consolidated Subsidiaries, or other instrument binding upon such party or any of its Consolidated Subsidiaries or result in the creation or imposition of any Lien on any asset of an

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Obligor or of any Consolidated Subsidiary, other than the Liens created under the Pledge Agreement.

SECTION 4.03. Binding Effect; Enforceability of Loan Documents; No Default Under Contracts. (a) Each Loan Document (other than the Promissory Notes and the Subsidiaries’ Agreement) constitutes a valid and binding agreement of each Obligor thereto, and each Note as well as the Subsidiaries’ Agreement, when executed and delivered in accordance with this Agreement, will constitute valid and binding obligations of each Obligor party thereto, in each case enforceable in accordance with its terms, except as limited by bankruptcy, insolvency procedures (“concurso mercantil”) or similar laws affecting creditors’ rights generally.

(b) In addition, each of the Loan Documents is in proper legal form for purposes of enforcement in Mexico by the Administrative Agent, the Syndication Agent or any Bank, as the case may be, of any Obligor’s obligations thereunder, and to ensure the legality, validity, enforceability or admissibility as evidence of any of the Loan Documents in Mexico, it is not necessary that such Loan Document or any other document be filed or recorded with any court or other authority in Mexico.

(c) All material leases, contracts and agreements to which any Obligor is a party are in full force and effect and not subject to any dispute between the parties thereto. No Obligor is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any contract, indenture, lease or other agreement to which it is a party, which could adversely affect the business, consolidated financial position or consolidated results of operations of each such Obligor.

SECTION 4.04. Financial Information; Solvency. (a) The balance sheet of the Consolidated Borrower and Grupo Cinemex as of December 31, 2003 and the related consolidated statements of income, changes in stockholders’ equity and changes in financial position for the Fiscal Year then ended, reported on by PriceWaterhouseCoopers, S.C, a copy of which has been delivered to each of the Banks, fairly present, in conformity with Mexican GAAP, the consolidated financial position of the Consolidated Borrower and Grupo Cinemex as of such date and their consolidated results of operations and cash flows for such Fiscal Year.

(b) Since December 31, 2003 there has been no material adverse change in the business, financial condition, results, assets, properties, operations or prospects of the Consolidated Borrower and Grupo Cinemex.

(c) Each of the Obligors and each of the Consolidated Subsidiaries is Solvent, except for Cinemex Masaryk, S.A. de C.V., Cinemex Toluca II, S.A. de C.V., Cinemex San Antonio, S.A. de C.V., Cinemex Tenayuca, S.A. de C.V., Cinemex Jacarandas, S.A. de C.V., Cinemex El Rosario, S.A. de C.V., Cinemex. Coacalco, S.A. de C.V., FICC Ciudad de México, S.A. de C.V., Cinemex Producciones, S.A. de C.V., Producciones Expreso Astral, S.A. de C.V., Operadora Moliere, S.A. de C.V. and Teatro Polanco, S.A. de C.V.

SECTION 4.05. Compliance with Laws and Licenses. Limited Liability. Each of the Obligors and their Consolidated Subsidiaries are in compliance with (i) all applicable

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laws, ordinances, rules, regulations and requirements of Governmental Authorities including without limitation, IMSS, INFONAVIT, SAR, environmental laws and the rules and regulation thereunder), (ii) all terms and conditions of all governmental licenses and authorizations required to carry on their respective business and (iii) all orders, decrees, judgments or other determinations of any arbitrator or Governmental Authority applicable to them, in each of (i), (ii) and (iii) above, except where the non-compliance therewith could not reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise), results of operations or prospects of the Obligors and the Consolidated Subsidiaries, taken as a whole.

SECTION 4.06. Litigation. There is no action, suit, proceeding or investigation pending against, which has been notified or communicated to the Obligors, (or to the best of each Obligor’s knowledge, threatened) affecting any of the Obligors or any of the Consolidated Subsidiaries before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision, which could materially adversely affect the business, assets, consolidated financial condition, or consolidated results of operations of the Consolidated Borrower and/or the Guarantors, or which in any manner draws into question the validity and enforceability of this Agreement or any of the other Loan Documents.

SECTION 4.07. Ownership of Properties. Except as provided under Schedule 4.07 hereto, each Obligor owns (i) in the case of owned real or personal property, good and marketable title to, and (ii) in the case of leased real or personal property, valid and enforceable leasehold interests, in both cases, free and clear of all Liens or claims, except for Liens permitted pursuant to Section 5.08.

SECTION 4.08. Commercial Law; Immunity. Under the laws of Mexico, with respect to the execution, delivery and performance of this Agreement and the other Loan Documents, each Obligor and each Consolidated Subsidiary, is subject to Mexican private commercial law, and neither the Borrower, the Guarantors, nor any of the Consolidated Subsidiaries or properties of any of them, have any immunity from the jurisdiction of any Mexican court or any legal process in Mexico (whether through service of process, attachment prior to notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise).

SECTION 4.09. Taxes. The Obligors and the Consolidated Subsidiaries have filed all income tax returns and all other material tax returns which are required to be filed by them and have paid all taxes due pursuant to such returns, except where the same are being contested in good faith by appropriate proceedings, provided that the Obligors and the Consolidated Subsidiaries have maintained, in accordance with Mexican GAAP, appropriate reserves and, if applicable, have guaranteed any actual and potential tax liability. The charges and reserves on the books of the Obligors and the Consolidated Subsidiaries in respect of taxes or other governmental charges are adequate, in the Obligors’ opinion.

SECTION 4.10. Full Disclosure. All information furnished or made available by the Obligors to the Administrative Agent, the Syndication Agent or any Bank for purposes of or in connection with the Loan Documents or any transaction contemplated hereby is, and all such information hereafter furnished by the Obligors to the Administrative Agent, the

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Syndication Agent or any Bank will be, true and accurate in all material respects on the__ of which such information is stated or certified and will not fail to disclose to the Administrative Agent any documents or information that would render any such information misleading. Each Obligor has disclosed to the Banks in writing any and all facts which materially and adversely affect or may affect (to the extent such Obligor can now reasonably foresee), the business, operations or financial condition of the Obligors or any of the Consolidated Subsidiaries or the ability of the Obligors to perform their obligations under the Loan Documents to which each of them is a party.

SECTION 4.11. Priority of Obligations. Payment of the Obligors’ obligations under the Loan Documents to which each is a party thereto, rank at least pari passu with all other unsubordinated indebtedness of such Obligors existing as of the Effective Date.

SECTION 4.12. True and Correct Representations in the Loan Documents. Each of the representations and warranties of the Obligors contained in the Loan Documents is true and correct and does not omit to state any information that would render any of the representations or warranties herein or therein misleading.

SECTION 4.13. Subsidiaries. Schedule 2 hereof contains a true and correct list of all the Borrower’s Subsidiaries, existing on the date hereof.

ARTICLE 5

COVENANTS

The Borrower, and the Guarantors if and when applicable, as described below, agree to comply with this Article 5 so long as any Bank has any Commitment hereunder or any amount payable hereunder or under any Note remains unpaid; in the understanding that the determination of Sections 5.07 to 5.14, inclusive, and Section 5.23 shall be delivered to the Administrative Agent together with the certificate referred to in Section 5.01(f).

SECTION 5.01. Information. The Borrower and the Guarantors agree, if and when applicable, as described below, to deliver to the Administrative Agent:

(a) as soon as available and in any event (i) within 120 days after the end of each Fiscal Year, a consolidated balance sheet of the Consolidated Borrower as of the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and changes in financial position for such Fiscal Year, setting forth in each case, in comparative form, the figures for the previous fiscal year, each reported on by PriceWaterhouseCoopers, S.C. or other independent public accountants of internationally recognized standing; and (ii) simultaneously with the delivery of each set of financial statements referred to in this clause (a) a statement of the firm of independent public accountants which reported on such statements (x) explaining whether anything has cause them to believe that any Default existed on the date of such statements and (y) confirming the calculations set forth in the officer’s certificate delivered pursuant to Annex (f) below (but only in respect of the financial statements referred to in this clause (a));

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(b) as soon as available and in any event within 60 days after the end of each of the first three quarters of each Fiscal Year, a consolidated balance sheet of the Consolidated Borrower and the related statements of income and changes in financial position for such quarter and for the portion of the Consolidated Borrower’s previous Fiscal Year ended at the end of such quarter, compared with the same quarter of the preceding year or in the preceding Fiscal Year, all of them certified by the Borrower’s chief accounting officer (subject to normal year-end adjustments, including the notes to the financial statements) as to fairness of presentation, Mexican GAAP and consistency;

(c) as soon as available and in any event within 120 days after the end of each Fiscal Year of Grupo Cinemex, a balance sheet of Grupo Cinemex, as of the end of such fiscal year setting forth comparative figures of the preceding Fiscal Year, all certified by Grupo Cinemex’s chief financial officer or chief accounting officer, as to fairness of presentation, Mexican GAAP and consistency;

(d) as soon as available and in any event within 150 days after the end of each Fiscal Year of each Operating Subsidiary, the statements of income and changes in financial position for such Fiscal Year for such Operating Subsidiary, setting forth in each case comparative figures of the preceding Fiscal Year, all certified by such Operating Subsidiary’s chief financial officer or chief accounting officer, as to fairness of presentation, Mexican GAAP and consistency;

(e) as soon as available and in any event within 60 days after the end of each of the first three quarters of each Fiscal Year, an income statement of each Operating Subsidiary, and the portion of such Operating Subsidiary ‘s preceding Fiscal Year, setting forth comparative figures of the corresponding quarter and the corresponding portion of such Operating Subsidiary’s preceding Fiscal Year where applicable, all certified by such Operating Subsidiary’s chief financial officer or chief accounting officer (subject to normal year-end adjustments, including the notes to the financial statements) as to fairness of presentation, Mexican GAAP and consistency;

(f) simultaneously with the delivery of each set of financial statements referred to in clauses (a) to (e) above, a certificate of an Executive Officer of the relevant Obligor (i) setting forth in reasonable detail the calculations required to establish whether such Obligor and/or its Consolidated Subsidiaries were in compliance with the requirements of Sections 5.07 to 5.14, inclusive, and Section 5.23 on the date of such financial statements and (ii) stating whether any Default existed on the date of such certificate and, if any Default then exists, setting forth the details thereof and the action which such Obligor has taken or proposes to take with respect thereto;

(g) within five days after any Obligor obtains knowledge of any Default, and if such Default is then continuing, a certificate of an Executive Officer of such Obligor setting forth the details thereof and the action which such Obligor has taken or proposes to take with respect thereto;

(h) as soon as reasonably practicable after any Obligor obtains knowledge of the commencement of, or of a threat of the commencement of, any material legal action, suit or

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proceeding against such Obligor or any of its Consolidated Subsidiaries, before any arbitrator or Governmental Authority, a certificate of an Executive Officer setting forth the nature of such pending or threatened action, suit or proceeding and such additional information, to the extent available, with respect thereto as may be reasonably requested by the Administrative Agent, at the request of any Bank; and

(i) from time to time, such additional information regarding the financial position or business of any of the Obligors and/or any of the Consolidated Subsidiaries as the Administrative Agent, at the request of any Bank, may reasonably request.

SECTION 5.02. Payment of Obligations. The Consolidated Borrower, the Guarantors and the Operating Subsidiaries shall pay and discharge, at or before maturity, all their respective material obligations and liabilities (including, without limitation, tax liabilities and claims of material men, warehousemen and the like which if unpaid might by law give rise to a Lien), except where the same may be contested in good faith by appropriate proceedings (including administrative proceedings), and shall maintain, and shall cause each of its Consolidated Subsidiaries to maintain, in accordance with Mexican GAAP, appropriate reserves for the accrual of any of the same and, if necessary, to guarantee any actual and potential tax liability.

SECTION 5.03. Maintenance of Property; Insurance. (a) Each Obligor shall keep, and shall cause each Consolidated Subsidiary to keep, all property useful and necessary in their business in good working order and condition, ordinary wear and tear excepted.

(b) The Obligors and the Consolidated Subsidiaries shall maintain with financially sound and responsible insurance companies, insurance on all their respective properties in at least such amounts, against at least such risks and with no greater coverage that the currently maintained, insured against or retained, as the case may be, in Mexico by companies of established repute engaged in the same or a similar business; and at the Administrative Agent’ request, shall provide information to the Banks in reasonable detail as to the insurance so carried.

SECTION 5.04. Compliance with Laws. Each Obligor shall comply and shall cause each of its Consolidated Subsidiaries to comply in all material aspects with all applicable laws, ordinances, rules, regulations, and requirements of governmental authorities (including, without limitation, all environmental laws, IMSS, INFONAVIT and SAR and the rules and regulations thereunder), except where (i) the need to comply therewith is contested in good faith by appropriate proceedings (and, if necessary, guaranteeing any actual and potential tax liability); and (ii) the failure to so comply could not reasonably be expected to have a material adverse change on the business, consolidated financial position or consolidated results of operations of the Obligors and their Consolidated Subsidiaries or the ability of any Obligor to perform its obligations under the Loan Documents and or the Revolving Loan.

SECTION 5.05. Conduct of Business and Maintenance of Existence. The Borrower shall continue, and shall cause each of its direct and indirect Subsidiaries to continue, to engage in business of the same general type as now conducted by the Borrower and each of its direct and indirect Subsidiaries, and shall preserve, renew and keep in full force and effect, and shall cause each of its direct and indirect Subsidiaries to preserve, renew and keep in full force

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and effect their respective corporate existences and their respective rights, privileges and franchises necessary or desirable in the normal course of business; provided, that nothing in this Section shall prohibit:

(a) merger of a Subsidiary of the Borrower into the Borrower or of the Borrower into Grupo Cinemex if, at such time and after giving effect thereto, no Default shall exist or have occurred and be continuing and in the case of a merger of the Borrower into Grupo Cinemex, the resulting entity assumes all the Borrower’s obligations under the Loan Documents and the requirements of Section 5.07 (a) (A) herein are met;

(b) merger or consolidation of one or more Subsidiaries of the Borrower with or into another Subsidiary of the Borrower if, at such time and after giving effect thereto, no Default exists or has occurred or continues; provided, that with respect to a merger permitted by this paragraph (b) which involves a Subsidiary of the Borrower, the capital stock shares of which are subject to the Pledged Agreement (a “Pledged Subsidiary”), if the surviving entity of such merger is not a Pledged Subsidiary, then prior to or simultaneously with the consummation of such merger, the Borrower shall subject the capital stock shares of a Substitute Subsidiary to the terms of the Pledge Agreement. For purposes of this paragraph (b), the term “Substitute Subsidiary” means a Subsidiary of the Borrower whose attributable portion of Consolidated EBITDA for the four Fiscal Quarters most recently ended is at least equal to the attributable portion of Consolidated EBITDA (for the same period) of the Pledged Subsidiary, whose of capital stock shares are no longer subject to the terms of the Pledge Agreement;

(c) termination of the corporate existence of one or more Subsidiaries of the Borrower or the closing of one or more theaters or a theater complex if the Borrower in good faith determines that such termination or closing is in the best interest of the Borrower and such termination or closing does not affect any Obligor’s ability to perform its obligations under the Loan Documents and/or the Revolving Loan Agreement or the Administrative Agent’s or any Bank’s rights under the Loan Documents and/or the Revolving Loan Agreement and; provided, that, the corporate existence of a Guarantor or a Subsidiary of the Borrower whose shares are pledged pursuant to the Pledge Agreement shall not be terminated except (x) as permitted by paragraph (b) above, or (y) if such Subsidiary is replaced with a Substitute Subsidiary; or

(d) merger of the Borrower pursuant to Section 5.07.

SECTION 5.06. Inspection of Property, Books and Records. The Obligors shall keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities; and shall permit representatives of any Bank at such Bank’s expense and cost, to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records (unless prohibited by law) and to discuss their respective affairs, finances and accounts with their respective Executive Officers, employees, counsel and independent public accountants, all at such reasonable times and as often as may reasonably be requested; provided, that if an Event of Default has occurred and continues, any visits, inspections, examinations and discussions permitted by this Section 5.06 shall be at the Obligors’ cost and expense.

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SECTION 5.07. Mergers and Assets Sales (a) The Borrower shall not consolidate, or merge with or into any other Person; provided, that as long as no Default has occurred and is continuing, (A) the Borrower may merge with or into Grupo Cinemex or any Subsidiary of the Borrower established and existing under the laws of Mexico, (i) if the surviving entity, is a Person other than the Borrower, such Person assumes all the Borrower’s obligations under the Loan Documents by operation of law or pursuant to an agreement satisfactory to the Required Banks, and (ii) immediately after giving effect to such merger, no Default shall have occurred and be continuing; (B) except for a merger of a Subsidiary of the Borrower, in which case the provisions of this paragraph (B) shall not apply, a Person may merge with and into the Borrower as long as (i) within 10 Business Days prior thereto the Borrower notifies the Administrative Agent of such merger, (ii) the Borrower survives such merger, (iii) on a pro forma basis after giving effect to such merger, the Borrower would be in compliance with Sections 5.09 through 5.14 for the four Fiscal Quarters ending immediately prior to such merger and (iv) immediately after giving effect to such merger, no Default shall have occurred and be continuing and (C) the foregoing restrictions shall not apply to any merger of Grupo Cinemex with Symphony Subsisting Vehicle, S. de R.L. de C.V. or with any other Affiliate owner of shares issued by Grupo Cinemex.

(b) Neither the Borrower, the Guarantors, nor the Operating Subsidiaries shall sell, lease, transfer or otherwise dispose of (including any actions in connection with a Sale and Leaseback Transaction) any of its assets, except for (i) sales and dispositions by the Obligors in the ordinary course of business (including the disposition of recovered assets); (ii) dispositions by the Obligors of obsolete, worn out or surplus property disposed of in the ordinary course of business, (iii) sales, leases, transfers or other dispositions of assets by a Wholly-Owned Subsidiary of the Borrower to any other Wholly-Owned Subsidiary of the Borrower, (iv) sales, leases, transfers or other dispositions of assets by any Wholly-Owned Subsidiary of the Borrower to the Borrower, (v) sales, transfers or dispositions of assets by the Borrower or any of its Consolidated Subsidiaries, provided, that any such sales, transfers or dispositions covered under this clause shall, in the aggregate, during term of this Agreement, include assets with an aggregate fair market value not to exceed US$20,000,000.00 (Twenty Million Dollars 00/100) or its equivalent amount in Pesos; and (vi) transfers or dispositions of assets by the Obligors not otherwise permitted by clauses (i) through (v) above, as long as in exchange for any such transfer or disposition the Obligors receive cash or assets with a fair market value at least equal to the fair market value of the assets transferred or disposed of by such Obligors.

SECTION 5.08. Limitation on Liens. Neither the Borrower nor any Consolidated Subsidiary shall create, assume or suffer the existence of any Lien on any asset now owned or hereafter acquired by it (including any Liens to guarantee third party obligations), except:

(a) Liens specified on Schedule 5.08;

(b) any existing Lien on any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event;

(c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring, building or improving such asset, provided, that (i) such Lien attaches to such asset concurrently with or within 270 days after such acquisition,

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building or improvement, and (ii) the aggregate amount of such Liens do not exceed, during the term of the agreement, the amount of US$20,000,000.00 (Twenty Million Dollars 00/100), or its equivalent amount in Pesos;

(d) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary, under the terms of this Agreement and not created in contemplation of such event;

(e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition;

(f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided, that such Debt is not increased and is not secured by any additional assets;

(g) Liens (other than Liens referred to in clause (h) below) arising in the ordinary course of its business which (i) do not secure Debt and (ii) do not secure obligations (or class of obligations having a common cause) in an amount exceeding 20% of the Consolidated EBITDA of the Borrower and its Consolidated Subsidiaries for the preceding four completed Fiscal Quarter period;

(h) any Lien securing taxes, assessments and other government changes, the payment of which (i) is not yet due or (ii) is being contested in good faith by appropriate proceedings, and for which reserves, if required by Mexican GAAP, shall have been created; provided, such contested amount shall not exceed, individually or taken together with all other contested amounts, the amount of US$4,500,000.00 (Four Million Five Hundred Thousand Dollars 00/100) or its equivalent amount in Pesos;

(i) Liens created by the Pledge Agreement;

(j) Liens created by virtue of a judicial authority, in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full (subject to a customary deductible) by an insurance or bond;

(k) as to a particular property, such easements, boundary limits, agreements or rights of way which do not impair the use of such property for the purpose for which it is held by the owner or lessee thereof;

(l) Liens on any or all of the shares representing the capital stock of Unrestricted Subsidiaries to secure Debt, as long as the amount of Debt incurred would not result in any breach to Sections 5.09 and 5.10;

(m) Liens otherwise not permitted by the foregoing clauses in this Section, securing Debt in an aggregate principal or face amount at any time outstanding not to exceed US$2,000,000.00 (Two Million Dollars 00/100), or its equivalent amount in Pesos; and

(n) Liens, deemed as such, arising from securitization or factoring transactions, as long as, the remedy against the Borrower or the Consolidated Subsidiary, as the case may be, is

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limited to accounts receivable transferred under the relevant transaction, and not exceeding U.S.$1,000,000.00 (One Million Dollars 00/100) or its equivalent amount in Pesos.

Notwithstanding the foregoing, neither the Borrower nor any of its Consolidated Subsidiaries shall create, assume or cause the existence of any Lien on any Pledged Property pursuant to the Pledge Agreement, other than Liens described in clause (i) above.

SECTION 5.09. Total Net Debt/EBITDA Ratio. On the last day of each Fiscal Quarter during the term of this Agreement, determined on a four quarter rolling basis, the Total Net Debt/EBITDA Ratio of the Consolidated Borrower shall not exceed the ratio set forth opposite such period:

Period	Ratio
From the Closing Date through and including August 26, 2005	3.50
From August 26, 2005 through July 26, 2006	3.50
From August 26, 2006 through July 26, 2007	3.25
From August 26, 2007 through July 26, 2008	3.00
From August 26, 2008 through July 26, 2009	3.00

SECTION 5.10. Total Net Debt/Capital Ratio. On the last day of each Fiscal Quarter during the term of this Agreement, the Total Net Debt/Consolidated Net Worth Ratio of the Consolidated Borrower, considering the last four quarters, shall not exceed the ratio set forth opposite such period:

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Period	Ratio
From the Closing Date through and including August 26, 2005	2.00
From August 26, 2005 through July 26, 2006	2.00
From August 26, 2006 through July 26, 2007	2.00
From August 26, 2007 through July 26, 2008	1.75
From August 26, 2008 through July 26, 2009	1.75

SECTION 5.11. Interest Coverage Ratio. On the last day of each Fiscal Quarter, considering the last four quarters, the Interest Coverage Ratio shall not be lower than the ratio set forth opposite such period:

Period	Ratio
From the Closing Date through and including August 26, 2005	3.00
From August 26, 2005 through July 26, 2006	3.00
From August 26, 2006 through July 26, 2007	3.00
From August 26, 2007 through July 26, 2008	3.25
From August 26, 2008 through July 26, 2009	3.25

SECTION 5.12. True-Lease /Adjusted Leverage Ratio. On the last day of each Fiscal Quarter during the term of this Agreement, the True-Lease/ Adjusted Leverage Ratio of the Consolidated Borrower, considering the last four quarters, shall not be equal to or exceed 5.00.

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SECTION 5.13. [Intentionally Omitted]

SECTION 5.14. Minimum Consolidated Net Worth. Consolidated Net Worth during the term of this Agreement shall at no time be less than MXN$750,000,000.00 (Seven Hundred Fifty Million Pesos 00/100) plus an amount equal to 50% of the Consolidated Net Profits for the immediately preceding Fiscal Year.

SECTION 5.15. Investments. (a) Neither the Borrower, nor its direct or indirect Subsidiaries nor Grupo Cinemex shall make or hold any Investment in any Person, and shall not make any acquisition, other than:

(i) Temporary Cash Investments,

(ii) Investments in Persons which (1) are Subsidiaries on the date hereof, (2) are Guarantors, or (3) otherwise are or will become Subsidiaries as a result of such Investment, or (4) business is related to the Borrower’s line of business, and

(iii) any Investments not otherwise permitted by the foregoing clauses of this Section if, immediately after such Investment is made or acquired, the amount of all Investments made pursuant to this clause (iii) during the term of this Agreement does not exceed an amount equal to 6% of the Consolidated EBITDA of the Borrower and its Consolidated Subsidiaries for the preceding completed four Fiscal Quarter period; and

(iv) loans to its Affiliates, other than the one mentioned in the preceding clause (ii), on an arms length basis, provided that all the covenants set forth in Section 5 have been complied. The loans referred to in this clause (iv) may only be carried completed following the conclusion of month 36 (thirty six), computed as of the date of execution of this Agreement.

(b) Restrictions in paragraph (a) above shall only apply to Grupo Cinemex in respect of funds received by it as distributions or dividends by Borrower or its direct or indirect Subsidiaries.

SECTION 5.16. Restricted Payments. Neither the Borrower nor Grupo Cinemex nor any Subsidiary may enter into or declare or make any Restricted Payment, except for (1) Restricted Payments after December 31, 2005, as long as no Event of Default exists, provided that in the event an Event of Default exists, the Borrower may only pay to Grupo Cinemex dividends in an amount not to exceed US$30,000,000.00 (thirty million Dollars 00/100) as long as such Event of Default continues; (2) Restricted Payments by any Subsidiary to the Borrower; and (3) payments to the employees of Grupo Cinemex or the Borrower under stock option plans for such employees, provided, further that, during the Loan term, such payments, in the aggregate, shall not exceed 10% of the outstanding capital stock of the Borrower or Grupo Cinemex, as the case may be, on the date the payment or delivery of the relevant shares occurs, and provided, further that any shares included in such stock option plans shall be recently issued shares and not previously existing shares.

SECTION 5.17. Transactions with Affiliates. The Consolidated Borrower shall not directly or indirectly pay any funds to or on account of, make any Investment in, lease, sell,

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transfer or otherwise dispose in any way whatsoever of any of its assets, tangible or intangible, __ participate in, or effect any transaction with any Affiliate, unless on an arm’s-length basis on terms at least as favourable for the Consolidated Borrower as could have been obtained from a third party or as otherwise permitted hereunder; provided, that the foregoing provisions of this Section shall not prohibit any Subsidiary from making any Restricted Payments permitted by clause (2) of Section 5.16.

SECTION 5.18. Contingent Liabilities. The Consolidated Borrower shall not, directly or indirectly, incur in any contingent obligation or contingent liability, exceeding an aggregate amount of US$8,000,000.00 (Eight Million Dollars 00/100), or its equivalent amount in Pesos; provided however, that the aforementioned restriction shall not apply to (i) contingent liabilities related to advance payments in respect of suppliers’ exclusivity and/or advertising rights and (ii) ) liabilities resulting from derivatives transactions executed with hedging purposes. Notwithstanding the foregoing, the Obligors shall in no event guarantee or secure any existing or future obligation of any third party to this Agreement or the shareholders thereof.

SECTION 5.19. Use of Proceeds. Loans granted under this Agreement shall be used by the Borrower exclusively for the Loan Purpose.

SECTION 5.20. Ranking. The Obligors shall ensure that at all times the Obligors’ obligations under the Loan Documents, except as otherwise provided under Section 5, rank at least pari passu with respect to any secured and unsubordinated obligations of the Obligors existing as of the execution date of this Agreement.

SECTION 5.21. Debt with Affiliates. The Borrower shall not enter into any Debt with the Affiliates, except for (i) the Subordinated Debt; (ii) Debt or fees owed by the Borrower, the Guarantors and/or their Subsidiaries, in favour of each other or among them; (iii) trade debt and all payments to be made in the ordinary course of business; and (iv) in addition to paragraphs (i), (ii) and (iii) any Debt by the Borrower with its Affiliates, on an arms length basis and provided that Guarantees granted with respect to Debt described in this section (iv) shall not be senior to the Guarantees granted in connection with this Agreement and the Revolving Loan and such Debt shall not exceed U.S.$30,000,000.00 (Thirty Million Dollars 00/100).

SECTION 5.22. [Intentionally Omitted].

SECTION 5.23. Capital Expenditures. The Consolidated Borrower shall not incur during any four consecutive Fiscal Quarters, considering the last four quarters, in expenditures or commitments for expenditures for fixed and other non-current assets, or for replacements, substitutions or additions thereto (other than repairs thereto) (“Capital Expenditures”), in excess of the Capital Expenditures Limit, at the time in which such Capital Expenditures are incurred. Notwithstanding the foregoing, the Consolidated Borrower shall not incur in Capital Expenditures in the event an Event of Default occurs and is continuing. For purposes of the above, Capital Expenditures shall not include the Investments made by the Consolidated Borrower in the acquisition of companies that operate movie theatres or in the acquisition of movie theatres.

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SECTION 5.24. Powers of Attorney. The Borrower shall deliver Administrative Agent, on the Closing Date, a certificate of incumbency, substantially in Exhibit H hereto, certifying that the relevant officers of each Obligor have all powers of attorney or authorizations necessary to execute this Agreement and the other Loan Documents.

SECTION 5.25. Guarantors. (a) The Borrower shall inform the Administrative Agent of the incorporation of any future Operating Subsidiary, within the following six months of the relevant incorporation. The Borrower shall cause each Subsidiary that is or becomes a new Operating Subsidiary, whether by acquisition, incorporation or otherwise, after the Effective Date to: (i) execute and deliver to the Administrative Agent a Subsidiaries’ Agreement substantially in the form of Exhibit D hereto and sign the Promissory Notes “por aval” (to become a “Guarantor”, and an “Obligor” hereunder); and (ii) deliver such proof of corporate or other action, as the case may be, incumbency of officers, legal opinions and other documents as is reasonable and consistent with those delivered by each Obligor pursuant to Article 3 on the Closing Date or as the Administrative Agent reasonable request. The Borrower agrees that all actions required to comply with its commitments under this Section, shall be completed as soon as possible, but in no event later than 45 days after such action is requested to be taken by the Agents and/or the Banks.

(b) During the term of this Agreement and until each and all obligations of the Obligors under the Loan Documents are satisfied, the assets and EBITDA of the Operating Subsidiaries which are Guarantors hereunder shall not represent less than 90% of the total assets and EBITDA of the Consolidated Borrower.

ARTICLE 6

DEFAULTS

SECTION 6.01. Events of Default. If one or more of the following events (“Events of Default”) shall have occurred and be continuing:

(a) the Obligors, fail to pay any principal when due, or any interest, fees or any other amounts payable under the Loan Documents and the Revolving Loan Agreement within three Business Days following the payment due of any of such amounts;

(b) any Obligor fails to observe or perform any covenant contained in Sections 5.07 through 5.23 hereof, inclusive, or if an Event of Default occurs as stated in the Pledge Agreement and/or the Revolving Loan Agreement;

(c) any Obligor fails to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause 6.01(a) or 6.01(b) above) or any other Loan Document and/or the Revolving Loan Agreement for 30 days after the Borrower became aware thereof;

(d) any representation, warranty or certification made by any Obligor in any Loan Document and/or the Revolving Loan Agreement or in any certificate, financial statement or other document delivered pursuant to any Loan Document and/or the Revolving Loan

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Agreement proves to have been untrue or misleading in any material respect when made (or deemed made);

(e) the Borrower, its Consolidated Subsidiaries and/or the Guarantors, fail to make one or more payments in respect of Material Financial Obligations when due or after any applicable grace period;

(f) any event or condition occurs which results in the acceleration of the maturity of any Material Debt or enables (or, with the giving of notice), would enable the holder of such Debt or any Person acting on such holder’s behalf to accelerate the maturity thereof or enables any Person to terminate its commitment to provide financing to the Borrower or any Consolidated Subsidiary which would constitute Material Debt;

(g) the Borrower, the Guarantor or any Material Subsidiary commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency procedure (“concurso mercantil”) or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar officer of it or any substantial part of its property, or consents to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or makes a general assignment for the benefit of creditors, or fails generally to pay its debts as they become due, or takes any corporate action to authorize any of the foregoing;

(h) an involuntary case or other proceeding is commenced, against the Borrower or any Guarantor or the Material Subsidiaries seeking liquidation, dissolution, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency procedure (“concurso mercantil”) or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar officer of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against such Borrower, Guarantor or Material Subsidiary under any applicable procedure pursuant to the bankruptcy or insolvency (“concurso mercantil”) laws or any other similar laws as now or hereafter in effect;

(i) judgments or orders for the payment of money shall be rendered against the Borrower, any Guarantor or any Consolidated Subsidiary, in excess of US$2,500,000.00 (Two Million Five Hundred Thousand Dollars 00/100), or its equivalent amount in Pesos, individually or in the aggregate, and such judgments or orders continue unsatisfied and unstayed for a period of 60 days in the aggregate;

(j) any of the Borrower, the Guarantor or Material Subsidiary fails to pay when due any amount that individually exceeds US$500,000.00 (Five Hundred Thousands Dollars 00/100), or its equivalent amount in Pesos, payable as quotas or other payments with respect to IMSS, INFONAVIT or SAR or a higher amount up to US$1,000,000.00 (One Million Dollars 00/100), or its equivalent amount in Pesos, provided that the relevant Obligor has made the adequate reserves, in accordance with Mexican GAAP,;

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(k) at any time any obligation of any Obligor under any Loan Document and or the Revolving Loan Agreement for any reason ceases to be in full force and effect, or any Obligor so asserts in writing;

(l) any Lien created by the Pledge Agreement at any time fails to constitute a valid, perfected and first priority Lien on all of the Pledged Property or securing the obligations purported to be secured thereby;

(m) any Governmental Authority has condemned or otherwise expropriated all or any substantial part of the property or other assets of the Borrower, the Guarantors or any Material Subsidiary or of the Borrower’s, the Guarantors’ or Material Subsidiaries’ shares representing the capital stock, or has assumed custody or control of any substantial part of the property or other assets or of the business or operations of any of the Borrower, the Guarantors or Material Subsidiaries or any action that would prevent any of the Borrower, the Guarantors or Material Subsidiaries or any of their respective officers from carrying on its business or operations or a substantial part thereof; provided that if any of the foregoing occurs with respect to any Pledged Subsidiary, then the occurrence of such event shall constitute an Event of Default, unless simultaneously with or prior to the occurrence of such event the Borrower has granted a pledge on the shares representing the capital stock of a Replacement Subsidiary to the Administrative Agent under the Pledge Agreement;

(n) (i) the Permitted Holders (each, an “Investor”, and collectively, the “Investors”) fail to retain directly or indirectly, collectively or individually, at least 51% of the outstanding voting shares of Grupo Cinemex (or the resulting entity after the merger of Grupo Cinemex with Symphony Subsisting Vehicle, S. de R.L. de C.V. or with any other affiliate owner of shares issued by Grupo Cinemex, as permitted under this Agreement) or of the Borrower, and such failure continues for 90 days, unless (A) such failure results from a public offering of shares of Grupo Cinemex or the Borrower, (B) after such public offering, any of the Investors or the Investors as a group, remain as holders of at least 30% of the outstanding shares of Grupo Cinemex or the Borrower, as the case may be, and (C) no other Person holds more than 20% of the outstanding shares of Grupo Cinemex or the Borrower, as the case may be; or (ii) Grupo Cinemex (or the resulting entity after the merger of Grupo Cinemex with Symphony Subsisting Vehicle, S. de R.L. de C.V. or with any other affiliate owner of shares issued by Grupo Cinemex, as permitted under this Agreement) and/or any of their Affiliates ceases to own, directly or indirectly, the voting shares of the Borrower it owns on the Effective Date, except as a result of a merger of the Borrower with or into Grupo Cinemex permitted pursuant to this Agreement.

Then, and in every such event, if requested by the Required Banks, the Administrative Agent shall notify the Borrower that the Loans (together with accrued interest thereon) are declared, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided, that in the case of any of the Events of Default specified in Sections 6.01(g) or 6.0 l(h) above with respect to any Obligor, and without any notice to the Borrower or any other act by the Administrative Agent or the Banks, all the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and each Guarantor.

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ARTICLE 7

AGENTS

SECTION 7.01. Authorization and Action. Each Bank hereby appoints and authorizes the Agents, to take such action as their agent and to exercise such powers under this Agreement and the other Loan Documents as are delegated by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; provided that no Agent shall have any duty or obligation under any Loan Document to which it is not a party. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of the Promissory Notes), the Agents shall not be required to exercise any action, but refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Banks, and such instructions shall be binding upon all Banks and all holders of Promissory Notes; provided, however, that the Agents shall not be required to take any action which exposes them to personal liability or which is contrary to this Agreement or the applicable law. The Agents agree to give to each Bank prompt notice of each notice or other reports given to them by the Obligors pursuant to the terms of this Agreement or any other Loan Document.

SECTION 7.02. Appointment of the Administrative Agent. Each of the Banks hereby authorizes and appoints as agent under the terms of Articles 273 and 274 of the Mexican Commerce Code the Administrative Agent to execute, deliver and perform the Pledge Agreement, the Subsidiary Guaranty and any other Loan Document to which such Administrative Agent is a party, as well as any other document, agreement or instrument necessary or convenient for the delivery, perfection, execution and foreclosure of the Collateral Documents and any other collateral or security granted in connection with this Agreement. In addition, the Administrative Agent, is hereby authorized and instructed by the Banks and Agents to:

(a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy (concurso mercantil), reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Obligors or the Pledged Property, the Administrative Agent, (irrespective of whether any of the obligations derived from this Agreement shall then be due and payable) shall be entitled and empowered (but not obligated), by its intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of the obligations owing and unpaid in favour of the Banks and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Administrative Agent (including any claim for the reasonable compensation, disbursements and advances of the Administrative Agent, its agents and counsel) and of Banks and Agents allowed in such judicial proceeding and (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

(b) All rights of action and claims under this Agreement may be prosecuted and enforced by the Administrative Agent, in its own name as Administrative Agent; provided, however, that the Administrative Agent is also hereby appointed as agent for the Banks for this and the other purposes of this Agreement, and the Administrative Agent, may, if necessary under applicable laws, take such action solely as agent for the Banks and the Agents. Any recovery by

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virtue of a judgment by the Administrative Agent, as the case may be, shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Administrative Agent, (including previously outstanding amounts in respect thereof), its agents and counsel, be for the benefit of the Banks.

SECTION 7.03. Administrative Agent’s Duties: (a) The powers conferred on the Administrative Agent hereunder and under the Pledge Agreement are solely to protect the Banks’ interest in connection with the Pledged Property and shall not impose any duty upon it to exercise any such powers.

(b) Except for the safe custody of any Collateral in its possession and the accounting for moneys received by it hereunder or under the Pledge Agreement or under the Collateral Documents, the Administrative Agent shall not have any duty as to any Pledged Property, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Pledged Property. The Administrative Agent shall be deemed to have exercised appropriate and due care in the custody and preservation of the Pledged Property in its possession if such Pledged Property is accorded treatment substantially equal to that which it accords its own property.

(c) The Administrative Agent and the Banks hereby acknowledge and agree that Articles 279 and 303, of the Mexican Commerce Code shall not apply to the Administrative Agent.

(d) Subject to the receipt by the Administrative Agent, of security or indemnity reasonably satisfactory to it and subject to the terms and conditions of this Agreement, the Required Banks, upon written notice thereof, shall have the right:

(i) to require the Administrative Agent, to enforce this Agreement in accordance with applicable laws, either by judicial proceedings to demand payment of any and all obligations due to the Banks or the Agents pursuant to this Agreement and the enforcement of the security interests created under this Agreement and any other Loan Document, the sale of the Pledged Property or any part thereof or otherwise; and

(ii) to direct the time, method and place of conducting any proceeding for any remedy available to the Administrative Agent, as the case may be, or to exercise any power conferred upon the Administrative Agent, hereunder or under any other Loan Document to which it is a party; provided that (i) such direction shall not be in conflict with applicable laws, this Agreement or any other Loan Document and (ii) the Administrative Agent, as the case may be, may take any other action incidental to carrying out any direction received pursuant to this Article 7.

SECTION 7.04. Acceptance of Pledged Properties. The Administrative Agent agrees to accept the Pledged Property to be received or held by it, pursuant to the terms of this Agreement or any other Loan Document. The Administrative Agent shall hold and safeguard any Pledged Property delivered to it during the term of this Agreement or any other Loan Document, as specified herein or therein and shall hold such Pledged Property in accordance with the provisions of this Agreement or such other Loan Document, as the case may be.

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SECTION 7.05. Duties. The duties of the Agents shall be mechanical and administrative in nature, and the Administrative Agent shall not have by reason of this Agreement or other Loan Document a fiduciary relationship in respect of any Bank.

SECTION 7.06. Agents and Affiliates. Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa, and Scotiabank Inverlat, S.A., Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat shall have the same rights and powers under the Loan Documents as any other Bank and may exercise or refrain from exercising the same as though they were not the Agents or an Affiliate of the Agents, and they and their Affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower, any of its Consolidated Subsidiaries or Affiliate of the Borrower, including Grupo Cinemex, as if they were not the Agents hereunder.

SECTION 7.07. Action by the Agents. The obligations of the Agents hereunder are only those expressly set forth herein. Without limiting the generality of the foregoing, the Agents shall not be required to take any action with respect to any Default, except as expressly provided in Article 6.

SECTION 7.08. Consultation with Experts. The Agents may consult with legal counsel (who may be counsel for any Obligor), independent public accountants and other experts selected by them and shall not be liable for any action taken or omitted to be taken by them in good faith in accordance with the advice of such counsel, accountants or experts.

SECTION 7.09. Agents Liability. Neither the Agents nor any of their Affiliates or any of their respective directors, officers, agents, advisors or employees shall be liable for any action taken or not taken by them in connection herewith (i) with the consent or at the request of the Required Banks or (ii) in the absence of their own gross negligence or wilful misconduct. Neither the Agents nor any of their Affiliates or any of their respective directors, officers, agents, advisors or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with the Loan Documents or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any Obligor; (iii) the satisfaction of any condition specified in Article 3; or (iv) the validity, effectiveness or genuineness of any Loan Document or any other written instrument or document furnished in connection herewith or therewith. The Agents shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other written document (which may be a bank wire, telex, facsimile transmission or similar writing) believed by such Agents to be genuine or to be signed by the proper party or parties.

SECTION 7.10. Indemnification. Each Bank shall, ratably in accordance with the respective portion of the principal amount of the Loan then owing to them (or if the Loan is not outstanding, ratably according to the respective amount of their Commitments), indemnify the Agents, their Affiliates and their respective directors, officers, agents and employees (collectively, the “Indemnified Parties”, and individually, an “Indemnified Party”) (to the extent not reimbursed by any Obligor) against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against any Indemnified Party in any way relating to or arising from the Loan Documents, or any action taken or omitted by each

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Agent under the Loan Documents, provided, that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any Indemnified Party’s gross negligence or wilful misconduct. Without limitating the foregoing, each Bank agrees to reimburse the Agents promptly upon demand for their ratable share of unpaid fees owing to the Agents and any out-of-pocket expenses (including counsel fees) incurred by each of such Agents and their Affiliates, in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under any Loan Document, to the extent that the Agents are not paid such fees, or the Agents or any such Affiliate is not reimbursed for such expenses, by the Borrower.

SECTION 7.11. Credit Decision. Each Bank acknowledges that it has, independently and without reliance upon the Agents or other Banks, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Bank also acknowledges that it will, independently and without reliance upon the Agents or other Banks, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under the Loan Documents.

SECTION 7.12. Successor Agents; Other Agents. The Agents may resign at any time by giving notice thereof to the Banks and the Borrower. Upon any such resignation, the Required Banks shall have the right to appoint a successor to the Agents with the Borrower’s consent, which consent shall not be unreasonably withheld. If no successor to the Agents shall have been so appointed by the Required Banks, and the successor has not accepted such appointment, within 30 days after the retiring Agent gives notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor, which shall be a commercial bank organized or licensed under the laws of Mexico, and having a combined capital and surplus of at least MXP$l,000,000,000.00 (One Billion Pesos 00/100). Upon the acceptance of its appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent’s resignation hereunder, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent.

SECTION 7.13. Fees. The Borrower shall pay to the Agents for their own account fees in the amounts and at the times set forth in the Fee Letters.

ARTICLE 8

CHANGE IN CIRCUMSTANCES

SECTION 8.01. Substitute Interest Rate. In the event, and to the extent, that on the determination date of the Interest Rate or the Delinquent Interest Rate, the TIIE Rate is not published, may not be determined by any reason, whatsoever, or if such rate ceases to exist, the

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rate published by Banco de Mexico as a substitute rate for the TIIE Rate shall apply substitution of the TIIE Rate (the “Substitute Interest Rate”), provided that when the inability to determine the applicable TIIE Rate is temporary, the Substitute Interest Rate shall only apply to the period or periods in which such TIIE Rate may not be determined.

If no rate is published by Banco de Mexico as a substitute rate for the TIIE Rate, then the Substitute Interest Rate shall be the rate equivalent to: (A) in case of the Interest Rate, the sum of (i) the rate of the 28-day Treasury Bills (CETES), published the following day by Banco de Mexico in its official website (the “CETE Rate”); plus (ii) 2 percentage points; plus (iii) the applicable Margin, and (B) in case of the Delinquent Interest Rate, the sum of (i) 150% of the CETE Rate plus 2 percentage points; plus (ii) the Margin.

In the event that Banco de Mexico, does not publish either a substitute rate for the TIIE Rate or a CETE Rate, the Administrative Agent, shall agree, in good faith, in writing, with the Borrower, the applicable Substitute Interest Rate; provided however that: (i) from the date in which the TIIE Rate or the CETE Rate, as the case may be, ceases to be published until the date in which the relevant substitute rate is published, the TIIE Rate is re-published or the parties agree on the applicable substitute interest rate, the Substitute Interest Rate shall be the interest rate applicable to the immediate preceding Interest Period; (ii) if the TIIE Rate cases to be published for a period exceeding 30 days, and in such period Banco de Mexico does not publish a substitute interest rate or the CETE Rate, and the Borrower and the Administrative Agent have not reached an agreement as to the applicable substitute interest rate, then the applicable interest rate shall be the highest market interest rate in effect, authorized to the Administrative Agent by Banco de Mexico or the competent authority replacing Banco de Mexico, which shall be promptly notified to the Borrower by the Agent; and (iii) any interest rate determined pursuant to (i) and (ii) above, shall cease to apply when Banco de Mexico publishes again the TIIE Rate, its substitute rate or the CETE Rate.

SECTION 8.02. Illegality. If, after the date of this Agreement, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, shall make it unlawful or impossible for any Bank (or its Applicable Lending Office) to make, maintain or fund its Loans, each Bank shall use reasonable efforts consistent with its internal policy and legal and regulatory restrictions and as long as such efforts would not be disadvantageous to it, as reasonably determined in its sole discretion, to designate a different Applicable Lending Office if the making of such a designation would permit such Bank to maintain or fund its Loans. In case that the Bank’s efforts, as provided herein, do not permit it to make, maintain or fund its Loan and such requirement of law or such interpretation or application thereof by a competent Governmental Authority shall so mandate, such Bank shall so notify the Agents describing in reasonable detail the relevant provisions of such requirement of law or such interpretation or application thereof by a competent Governmental Authority, and such Loan shall be prepaid by the Borrower on or before the twentieth Business Day after the date of receipt by the Borrower of such notice, together with all accrued interest thereon and any amounts applicable to such prepayment (unless actions taken pursuant to this paragraph shall make such

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prepayment unnecessary); provided, however, that if it is lawful for such Bank to maintain ____ Loan through the last day of the applicable Interest Period, such payment shall be made on such date. Any payment under this Section 8.02 shall be applied in strict order of maturity to the following Scheduled Payment.

SECTION 8.03. Increased Cost and Reduced Return. (a) If, after the date hereof, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, shall: (i) impose, modify or deem applicable any reserve, special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or the Applicable Lending Office) or any other acquisition of funds by, the Applicable Lending Office of such Bank, or (ii) impose on such Bank any other condition, and the result of any of the foregoing is to increase the cost to such Bank, by an amount which such Bank reasonably deems to be material, of making or maintaining its Loan or to reduce any amount receivable under this Agreement or under its corresponding Promissory Note; then, in any such case, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower or any Guarantor shall pay to such Bank such additional amount or amounts to compensate such Bank for such increased cost or reduction.

(b) If after the date hereof, the adoption of any applicable law, rule or regulation or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Bank or the Applicable Lending Office) of any request or directive of any such authority, central bank or comparable agency (whether or not having the force of law), has or would have the effect of reducing the rate of return on capital of such Bank as a consequence of such Bank’s obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower or any Guarantor shall pay to such Bank such additional amounts to compensate such Bank for such reduction.

(c) Each Bank shall promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which entitles such Bank to compensation pursuant to this Section and shall designate a different Applicable Lending Office if such designation avoids the need for, or reduce the amount of, such compensation and shall not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

In any of the events set forth in paragraphs (a), (b) and (c) above, the Borrower may prepay the Loan, in which case Section 2.05 and Section 2.08 herein shall not apply, provided that in case such prepayment is made after the legal provision becomes effective and/or any of the terms granted for its fulfillment, the Borrower shall pay the additional amount to which this Section refers to, for the period comprised from the date in which the legal provision becomes

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effective and/or any of the terms granted for its fulfillment, until the corresponding payment is received.

SECTION 8.04. Taxes. (a) For the purposes of this Section 8.04, the following terms shall have the following meanings:

“Taxes” means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings with respect to any payment by the Obligors pursuant to this Agreement or under any other Loan Document, and all liabilities with respect thereto (including interest, penalties and expenses), but excluding withholding tax retentions.

“Other Taxes” means any present or future taxes or similar charges or levies, which arise from any payment made pursuant to this Agreement or under any other Loan Document or from the execution or delivery, registration or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, but excluding withholding tax retentions.

(b) The Borrower and Guarantors agree that any and all payments by any Obligor to or for the account of any Bank or the Administrative Agent hereunder or under any other Loan Document is made without deduction of any Taxes or Other Taxes; provided, that if such Obligor shall be required by law to deduct any Taxes or Other Taxes from any such payments, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 8.04) such Bank or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Obligor shall make such deductions, (iii) such Obligor shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) such Obligor shall furnish to the Administrative Agent, at its address referred to in Section 9.01, the original or a certified copy thereof evidencing payment, within 45 days of the payment.

(c) The Borrower agrees to indemnify each Agent for the full amount of Taxes and Other Taxes (including, without limitation, any Taxes or Other Taxes imposed or asserted by any Mexican jurisdiction on amounts payable under this Section 8.04) paid by such Bank or Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. This indemnification shall be paid within 15 days after such Bank or Agent (as the case may be) makes demand therefore.

(d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower in this Section 8.04 shall survive the payment in full of principal and interest hereunder and under the Promissory Notes until the expiration of the statute of limitations applicable to the payment of Taxes under this Section 8.04.

(e) No Bank shall be under the obligation to pass on to the Borrower any of the benefits that may accrue to it pursuant to this Section 8.04.

(f) This Section 8.04 does not include in any case, withholding taxes payable by the Banks on their taxable income.

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ARTICLE 9

MISCELLANEOUS

SECTION 9.01. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including bank wire, facsimile transmission or similar writing) and shall be given to such party: (a) in the case of the Obligors and the Agents, at their address or facsimile number set forth on the signature pages hereof; (b) in case of any new Operating Subsidiary that becomes a Guarantor, at the address or facsimile number set forth on the relevant Subsidiaries’ Agreement; (c) in the case of any Bank, at its address or facsimile number set forth on Schedule 1 hereto; or (d) in the case of any party at such other address or facsimile number as such party may hereafter specify for the purpose by notice to the Administrative Agent and the Borrower. Each such notice, request or other communication shall be effective (i) if given by facsimile, when transmitted to the facsimile number specified on Schedule 1 and confirmation of receipt is received or (ii) if given by any other means, when delivered at the address specified in Schedule 1; provided, that notices to the Agents under Article 2, Article 6 or Article 8 shall not be effective until received.

SECTION 9.02. No Waiver. No failure or delay by the Agents or any Bank in exercising any right, power or privilege hereunder or under any Loan Documents shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

SECTION 9.03. Borrower’s and Guarantors’ Joint and Several Obligations. The Borrower’s and Guarantors’ obligations under this Agreement and all other Loan Documents are joint and several obligations of such parties as primary Obligors for all obligations in full, including but not limited to, all payment obligations hereunder (regardless of any reference to a specific payor in respect of a given obligation). The Borrower and the Guarantors hereby irrevocably and unconditionally waive any right they may now or hereafter have under any laws now or hereafter existing (i) to have the Banks and/or the Agents undertake collection against them in any particular order, (ii) to any diligence, presentment, protest, demand or judicial demand for payment and notice of default or non-payment to or upon the Borrower and the Guarantors, and (iii) to any deferment, stay or release with regard to the obligations under this Agreement and all other Loan Documents by virtue of any deferment, stay or release granted in connection therewith to any party hereto.

The Guarantors hereby represent and acknowledge that based on the business, corporate, legal and financial relations they maintain with the Borrower, it is in their best interest to enter into this Agreement as joint and several obligors of the Borrower regarding all of the Borrower’s obligations hereunder and to subscribe as avales any Promissory Notes derived from this Agreement.

SECTION 9.04. Expenses; Indemnification. (a) The Borrower and/or Guarantors shall pay (i) all reasonable and documented out-of-pocket expenses of the Agents, including reasonable and documented fees and disbursements of special counsel for the Agents, in connection with the preparation and administration of the Loan Documents, any waiver or

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consent thereunder all according with and subject to the amount limitations set forth in the Commitment Documents, or any amendment thereof or any Default or alleged Default thereunder and (ii) if an Event of Default occurs, all reasonable and documented out-of-pocket expenses incurred by the Agents and each Bank including (without duplication) the reasonable and documented fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency procedure, (“concurso mercantil”) and other enforcement proceedings resulting therefrom.

(b) The Borrower and/or Guarantors agree to indemnify the Agents and each Bank, their respective Affiliates and the respective directors, officers, agents and employees of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, settlement costs and the reasonable and documented fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened, relating to or arising from the Loan Documents, the syndication activities of the Indemnitees or any actual or proposed use of proceeds of Loans hereunder; provided, that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee’s own gross negligence or wilful misconduct as determined by a court of competent jurisdiction.

SECTION 9.05. Sharing of Set-offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the outstanding amount of principal and interest then due with respect to the portion of its Loan which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to the portion of the Loans held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the portion of the Loan held by the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the portion of the Loan held by the Banks shall be shared by the Banks pro rata; provided, that nothing in this Section shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower and/or Guarantors other than its indebtedness in respect of the Loan. The Borrower and Guarantors agree, to the fullest extent they may effectively do so under applicable law, that any Bank or holder of a participation in the Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to its Loan or participation, as fully as if such Bank or holder of a Loan or participation were a direct creditor of the Borrower and/or Guarantors in the amount of such participation.

SECTION 9.06. Amendments and Waivers; Release of Pledged Properties. Any provision of this Agreement or the Promissory Notes may be amended or waived if, but only if, such amendment or waiver is made in writing and is signed by the Borrower, the Guarantors, and the Required Banks (and, if the rights or duties of the Agents are affected thereby, by the Agents); provided, that no such amendment or waiver shall, unless signed by all the Banks, (i) increase or decrease the Commitment of any Bank (except for a ratable decrease in the Commitments of all Banks) or subject any Bank to any additional obligation, (ii) reduce the principal of or rate of interest on the Loan, or any fees hereunder, (iii) postpone the Expiration

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Date or the date fixed for any payment of principal of or interest on the Loan or any fees hereunder, or for any reduction or termination of any Commitment, or (iv) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loan, or the number of Banks, which shall be required for the Banks or any of them, to take any action under this Section or any other provision of this Agreement. Any provision of the Collateral Documents may be amended or waived if, but only if, such amendment or waiver is made in writing and is signed by the relevant Obligor, the Administrative Agent and the Syndication Agent with the Required Banks’ consent; provided, that, except as otherwise provided in the Pledge Agreement (pursuant to which no consent of the Required Banks shall be required), no such amendment or waiver shall, unless signed by all the Banks, effect or permit a release of all or substantially all Pledged Property or release any Guarantor from its obligations under the Subsidiaries’ Agreement; provided, further, that no such amendment or waiver shall, unless signed by the Required Banks, waive the occurrence of the Event of Default set forth in Section 6.01(n) hereof or amend Section 6.01(n) hereof.

SECTION 9.07. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, it being understood that neither the Borrower nor the Guarantors may assign or otherwise transfer any of their rights under this Agreement without the prior written consent of all Banks.

(b) Any Bank may at any time grant to one or more Banks or other institutions (each a “Participant”) participating interests in its Commitment or any or all of its Loans; provided, that the relevant participation does not imply additional costs to the Borrower. If a Bank grants any such participating interest to a Participant, whether or not upon notice to the Borrower and the Administrative Agent, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrower and the Agents shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. Any agreement pursuant to which any Bank grants such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided, that such participation agreement may provide that such Bank shall not agree to any modification, amendment or waiver of this Agreement relating to changes in any fees hereunder, or the principal of or term of or rate of interest on any Loan, without the Participant’s prior consent. The Borrower agrees that each Participant shall, to the extent provided in its participation agreement, be entitled to the benefits of Article 8 with respect to its participating interest. An assignment or other transfer which is not permitted by Section 9.07(c) or (d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this Section 9.07(b).

(c) Any Bank may at any time assign to one or more banks or other institutions (each an “Assignee”) (provided, that the relevant assignment does not imply additional costs to the Borrower) all, or a proportionate part (such portion to comprise an aggregate outstanding amount not less than the equivalent amount of MXP$10,000,000.00 (Ten Million Pesos 00/100), and shall be an integral multiple of the equivalent amount of MXP$5,000,000.00 (Five Million Pesos 00/100), in excess thereof) of its rights and obligations under this Agreement and the other Loan Documents including the Promissory Notes, and such Assignee shall assume such rights and

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obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and such transferor Bank, in such case, upon the consummation of any assignment pursuant to this Section 9.07(c), the transferor Bank, the Administrative Agent, the Syndication Agent and the Borrower shall make appropriate arrangements so that, promptly upon such Assignee’s request and subject to exchange of the relevant assignor’s Promissory Note, a new Promissory Note be issued to the Assignee with an appropriately adjusted principal amount, and dated the effective date of the applicable assignment (together with a “por aval” guarantee executed and delivered by the Guarantors), in each instance evidencing such Bank’s Loans, in substantially the form of Exhibit C. Provided, however, that (i) if an Assignee is an Affiliate of such transferor Bank or was a Bank immediately prior to such assignment or (ii) such assignment is mandatory by operation of law, no such consent signed by the Borrower shall be required. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Assignee, such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank, to the extent that rights and obligations hereunder have been assigned to it, and the transferor Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. In connection with any such assignment, the transferor Bank shall pay to the Administrative Agent an administrative fee for processing such assignment.

(d) Notwithstanding Section (c) above, any Bank may at any time assign all or any portion of its rights under this Agreement and its Promissory Note without Borrower’s approval or consent but prior written notice to the Borrower at least 5 Business Days prior to such assignment, in case that a Default occurs and is continuing, provided that: (i) such assignment is made to another financial institution that is willing to represent, and represents, to the assignor, to the Bank and to the Borrower, that in respect of the relevant assignment it is not acting on behalf of any company or entity, directly or indirectly 30% (thirty per cent) or more of the revenues of which are derived from the motion picture exhibition business, or mandated by such entity to purchase the Loan, and (ii) that no additional costs to the Borrower shall result from such assignment. In such case, the Borrower shall, at the Administrative Agent’s request, execute and deliver to any bank that becomes a Bank by assignment after the Effective Date, promptly upon such Assignee’s request and subject to exchange of the relevant assignor’s Promissory Note for a new Promissory Note with an appropriately adjusted principal amount, a single Promissory Note dated the effective date of the applicable Assignment and Assumption Agreement (together with a “por aval” guarantee executed and delivered by the Guarantors), in each case evidencing the Loans of such Bank, in substantially the form of Exhibit C.

(e) No Assignee, Participant or other transferee of any Bank’s rights shall be entitled to receive any greater payment under Section 8.03 or 8.04 than such Bank would have been entitled to receive with respect to the rights transferred, unless such transfer is an assignment made with the Borrower’s prior written consent.

SECTION 9.08. [Intentionally Omitted].

SECTION 9.09. Governing Law; Jurisdiction. (a) This Agreement and each Promissory Note shall be governed by and construed in accordance with the laws of Mexico.

47

Translation from Spanish

[SEAL]

(b) Each of the parties hereto irrevocably submits to the jurisdiction of the competent courts of Mexico City, for purposes of all legal proceedings arising out of or relating to the Loan Documents. Each party hereto irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such proceeding brought in such court has been brought in an inconvenient forum.

SECTION 9.10. Counterparts; Integration; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement constitutes the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective upon receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to them of telegraphic, telex, facsimile or other written confirmation from such party of execution of a counterpart hereof by such party).

SECTION 9.11. [Intentionally Omitted]

SECTION 9.12. Waiver of Immunity. To the extent that any of the Obligors has or hereafter may be entitled to claim or may acquire, any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, or otherwise) with respect to itself or its property, the Obligors hereby irrevocably waive such immunity in respect of their obligations hereunder and under other Loan Documents to the extent permitted by applicable law and, without limiting the generality of the foregoing, agree that the waivers set forth in this Section shall be effective to the fullest extent now or hereafter permitted.

SECTION 9.13. Language. The Loan Documents shall be delivered and executed in Spanish language.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

48

Translation from Spanish

[SEAL]

IN WITNESS WHEREOF, the parties hereto execute this Agreement through ___ respective authorized officers as of the day and year first above written.

Cadena Mexicana de Exhibitión, S.A. de C.V.

By:	Miguel Ángel Dávila Guzmán
Title:	Attorney-in Fact
Address:	Boulevard Manuel Ávila Camacho
	No. 40, piso 16
	Col. Lomas de Chapultepec
	11000 México, D.F.
Attention:	Miguel Ángel Dávila Guzmán
Facsimile:	5201 5813
Telephone:	5201 5800
By:	Luis Gabriel Hernández Artigas
Title:	Attorney-in Fact
Address:	Boulevard Manuel Ávila Camacho
	No. 40, piso 16
	Col. Lomas de Chapultepec
	11000 México, D.F.
Attention:	Luis Gabriel Hernández Artigas
Facsimile:	5201 5813
Telephone:	5201 5800

49

Translation from Spanish

[SEAL]

Cinemex Altavista, S.A. de C.V.; Cinemex Polanco, S.A. de C.V.; Cinemex Santa Fe, S.A. de C.V.; Cinemex Loreto, S.A. de C.V.; Cinemex Los Reyes, S.A. de C.V.; Cinemex Masary__ S.A. de C.V., Cinemex Manacar, S.A. de C.V.; Cinemex Perinorte, S.A. de C.V.; Cinemex ______ S.A. de C.V.; Cinemex Galerías, S.A. de C.V.; Cinemex Ecatepec, S.A. de C.V.; Cinemex __________ Mateo, S.A. de C.V.; Arrendadora Inmobiliaria Cinematográfica, S.A. de C.V.; Cinemex Universidad, S.A. de C.V.; Cinemex Coapa, S.A. de C.V.; Cinemex Cuicuilco, S.A. de C.V.; Cinemex Palacio Chino, S.A. de C.V., Cinemex Real, S.A. de C.V., Cinemex Ticomán, S.A. de C.V.; Cinemex Mundo E, S.A. de C.V.; Cinemex Legaria, S.A. de C.V; Cinemex WTC, S.A. de C.V.; Cinemex Diana, S.A. de C.V.; Cinemex Palomas, S.A. de C.V.; Cinemex Plaza Sur, S.A. de C.V.; Cinemex Zaragoza, S.A. de C.V.; Cinemex Plaza Insurgentes, S.A. de C.V.; Cinemex Iztapalapa, S.A. de C.V.; Cinemex Cuahutémoc, S.A. de C.V.; Cinemex Toluca II, S.A. de C.V.; Cinemex Coacalco, S.A. de C.V.; Cinemex Misterios, S.A. de C.V.; Cinemex San Antonio, S.A. de C.V. y Cinemex Aragón, S.A. de C.V.

By: Title: Address:	Miguel Ángel Dávila Guzmán Attorney-in Fact Boulevard Manuel Ávila Camacho
	No. 40, piso 16 Col. Lomas de Chapultepec 11000 México, D.F.
Attention:	Miguel Ángel Dávila Guzmán
Facsimile:	5201 5813
Telephone:	5201 5800
By:	Adolfo Fastlicht Kurián
Title:	Attorney-in Fact
Address:	Boulevard Manuel Ávila Camacho
	No. 40, piso 16
	Col. Lomas de Chapultepec
	11000 México, D.F.
Attention:	Adolfo Fastlicht Kurián
Facsimile:	5201 5813
Telephone:	5201 5800

50

Translation from Spanish

[SEAL]

Grupo Cinemex, S.A. de C.V.

By:	Miguel Ángel Dávila Guzmán
Title:	Attorney-in Fact
Address:	Boulevard Manuel Ávila Camacho
	No. 40, piso 16
	Col. Lomas de Chapultepec
	11000 México, D.F.
Attention:	Miguel Ángel Dávila Guzmán
Facsimile:	5201 5813
Telephone:	5201 5800
By:	Luis Gabriel Hernández Artigas
Title:	Attorney-in Fact
Address:	Boulevard Manuel Ávila Camacho
	No. 40, piso 16
	Col. Lomas de Chapultepec
	11000 México, D.F.
Attention:	Luis Gabriel Hernández Artigas
Facsimile:	5201 5813
Telephone:	5201 5800

51

Translation from Spanish

[SEAL]

Banco Inbursa, S.A., Institutión de Banca Múltiple, Grupo Financiero Inbursa as Administrative Agent, Documentation Agent, Collateral Agent, Bookrunner and Lead Arranger

By:
Name:
Title:	Attorney-in Fact

Scotiabank Inverlat, S.A., Institutión de Banca Multiple, Grupo Financiero Scotiabank Inverlat, as Syndication Agent.

By:
Name:
Title:	Attorney-in Fact
Address:	Boulevard Manuel Ávila Camacho No. 1, 11560 México, D.F
Attention:
Facsimile:	5229 2337
Telephone:	5229 2053
Banco Nacional de México, S.A.,
Integrante del Grupo Financiero Banamex
By:
Name:
Title:	Attorney-in Fact
Address:	Acturario Roberto Medellin No. 800, Cuarto Piso Sur
	01210 Mexico D.F.

The undersigned, Maria Catalina Quintanilla Ramos, expert translator, appointed as expert translator by the Superior Court of Justice of the Federal District, do hereby certify that the within and foregoing is a true translation of the document in Spanish. Mexico City, Mexico, September 21^st., 2004.

[SEAL]

52

EX-10.4

Exhibit 10.4

Translation from Spanish

[SEAL]

REVOLVING LOAN AGREEMENT

US$25,000,000.00

dated as of August 16, 2004

among

Cadena Mexicana de Exhibición, S.A. de C.V.,

as Borrower

Grupo Cinemex, S.A. de C.V., and

the Subsidiaries listed Herein, as

Guarantors

The Banks Listed Herein

Banco Inbursa, S.A., Institución de Banca Múltiple,

Grupo Financiero Inbursa

as Administrative Agent, Documentation Agent, Collateral Agent,

Bookrunner and Lead Arranger

Scotiabank Inverlat, S.A., Institución de Banca Múltiple,

Grupo Financiero Scotiabank Inverlat

as Syndication Agent

Translation from Spanish

[SEAL]

TABLE OF CONTENTS

		Page
ARTICLE 1 DEFINITIONS		1
SECTION 1.01.	Definitions	1
SECTION 1.02.	Construction Principles	11
SECTION 1.03.	Accounting Terms and Determinations	11
ARTICLE 2 LOANS		12
SECTION 2.01.	Commitments to Lend	12
SECTION 2.02.	Promissory Notes	12
SECTION 2.03.	Repayment	12
SECTION 2.04.	Interest Rates	13
SECTION 2.05.	Optional Prepayments	13
SECTION 2.06.	[Intentionally Omitted]	13
SECTION 2.07.	General Provisions as to Payments	13
SECTION 2.08.	Break Funding Costs	14
SECTION 2.09.	Calculation of Interest	14
ARTICLE 3 CONDITIONS		14
SECTION 3.01.	Closing	14
ARTICLE 4 REPRESENTATIONS		16
SECTION 4.01.	Corporate Existence, Powers and Ownership	16
SECTION 4.02.	Corporate and Governmental Authorization; No Contravention	17
SECTION 4.03.	Binding Effect, Enforceability of Loan Documents; No Default Under Contracts	17
SECTION 4.04.	Financial Information; Solvency	17
SECTION 4.05.	Compliance with Laws and Licenses Limited Liability	18
SECTION 4.06.	Litigation	18
SECTION 4.07.	Ownership of Properties	18
SECTION 4.08.	Commercial Law; Immunity	18
SECTION 4.09.	Taxes	19
SECTION 4.10.	Full Disclosure	19
SECTION 4.11.	Priority of Obligations	19

Translation from Spanish

[SEAL]

SECTION 4.12.	True and Correct Representations in the Loan Documents	19
SECTION 4.13.	Subsidiaries	19
ARTICLE 5 COVENANTS		19
SECTION 5.01.	Information	20
SECTION 5.02.	Payment of Obligations	21
SECTION 5.03.	Maintenance of Property; Insurance	21
SECTION 5.04.	Compliance with Laws	22
SECTION 5.05.	Conduct of Business and Maintenance of Existence	22
SECTION 5.06.	Inspection of Property, Books and Records	23
SECTION 5.07.	Mergers and Assets Sales	23
SECTION 5.08	Limitation on Liens	24
SECTION 5.09.	Total Net Debt/EBITDA Ratio	25
SECTION 5.10.	Total Net Debt/Capital Ratio	26
SECTION 5.11.	Interest Coverage Ratio	26
SECTION 5.12.	True-Lease /Adjusted Leverage Ratio	26
SECTION 5.13.	[Intentionally Omitted]	26
SECTION 5.14.	Minimum Consolidated Net Worth	26
SECTION 5.15.	Investments	26
SECTION 5.16.	Restricted Payments	27
SECTION 5.17.	Transactions with Affiliates	27
SECTION 5.18.	Contingent Liabilities	28
SECTION 5.19.	Use of Proceeds	28
SECTION 5.20.	Ranking	28
SECTION 5.21.	Debt with Affiliates	28
SECTION 5.22.	[Intentionally Omitted]	28
SECTION 5.23.	Capital Expenditures	28
SECTION 5.24.	Powers	28
SECTION 5.25.	Guarantors	28
ARTICLE 6 DEFAULTS		29
SECTION 6.01.	Events of Default	29
ARTICLE 7 AGENTS		31
SECTION 7.01.	Authorization and Action	31
SECTION 7.02.	Appointment of the Administrative Agent	32
SECTION 7.03.	Administrative Agent’s Duties	32
SECTION 7.04.	Acceptance of Pledged Properties	33
SECTION 7.05.	Duties	33

Translation from Spanish

[SEAL]

SECTION 7.06.	Agents and Affiliates	33
SECTION 7.07.	Action by the Agents	34
SECTION 7.08.	Consultation with Experts	34
SECTION 7.09.	Agents’ Liability	34
SECTION 7.10.	Indemnification	34
SECTION 7.11.	Credit Decision	35
SECTION 7.12.	Successor Agents; Other Agents	35
SECTION 7.13.	Fees	35
ARTICLE 8 CHANGES IN CIRCUMSTANCES		35
SECTION 8.01.	Substitute Interest Rate	35
SECTION 8.02.	Illegality	36
SECTION 8.03.	Increased Cost and Reduced Return	36
SECTION 8.04.	Taxes	37
ARTICLE 9 MISCELLANEOUS		38
SECTION 9.01.	Notices	38
SECTION 9.02.	No Waiver	39
SECTION 9.03.	Borrower’s and Guarantors’ Joint and Several Obligation	39
SECTION 9.04.	Expenses; Indemnification	39
SECTION 9.05.	Shared of Set-offs	40
SECTION 9.06.	Amendments and Waivers; Release of Pledged Property	40
SECTION 9.07.	Successors and Assigns	41
SECTION 9.08.	[Intentionally Omitted]	42
SECTION 9.09.	Governing Law, Jurisdiction	42
SECTION 9.10.	Counterparts, Integration, Effectiveness	43
SECTION 9.11.	[Intentionally Omitted]	43
SECTION 9.12.	Waiver of Immunity	43
SECTION 9.13.	Language	43

Translation from Spanish

[SEAL]

AGREEMENT dated as of August 16, 2004 among Cadena Mexicana de Exhibición, S.A. de C.V. (the “Borrower”); the Subsidiaries listed on the signature pages hereof and Grupo Cinemex, S.A. de C.V., as guarantors and obligors (together with the Borrower, the “Obligors” the Banks listed on the signature pages hereof (the “Banks”); Banco Inbursa, S.A., Institucion de Banca Multiple, Grupo Financiero Inbursa as Administrative Agent, Documentation Agent, Collateral Agent, Bookrunner and Lead Arranger (the “Administrative Agent”); and Scotiabank Inverlat, S.A., Institución de Banca Multiple, Grupo Financiero Scotiabank Inverlat, as Syndication Agent (the “Syndication Agent”).

The parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

SECTION 1.01. Definitions. The following terms, as used herein, shall have the following meanings:

“Administrative Agent” means Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa in its capacity as administrative agent, documentation agent, collateral agent, bookrunner and lead arranger for the purposes of this Agreement.

“Administrative Agent’s Account” means the account number 2277000367, maintained by Banco de México under the name of Banco Inbursa, S.A., Institución de Banca Multiple, Grupo Financiero Inbursa.

“Affiliate” of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. As used herein, the term “Control” means possession, directly or indirectly, of the power to vote 51% or more of any class of voting securities of a Person or the authority to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agents” means, collectively, the Administrative Agent and the Syndication Agent.

“Applicable Lending Office” means, with respect to any Bank, its offices located at its address set forth on Schedule 1 hereto opposite its name under the heading “Applicable Lending Office” or in the Assignment and Assumption Agreement pursuant to which it became a Bank, or such other office as such Bank may designate as its Applicable Lending Office by notice to the Borrower and the Administrative Agent.

“Applicable Margin” means 175 basis points.

“Assignee” has the meaning set forth in Section 9.07(c).

“Assignment and Assumption Agreement” means an Assignment and Assumption Agreement entered into between a Bank and an Assignee, and accepted by the Administrative Agent and the Syndication Agent, substantially in the form of Exhibit A hereto.

Translation from Spanish

[SEAL]

“Bank” means each of the Banks and financial institutions listed on the signature hereto and each Assignee which becomes a Bank pursuant to Section 9.07(c) and respective successors.

“Borrower” means Cadena Mexicana de Exhibición, S.A. de C.V., a Mexican corporation and its successors.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in Mexico City are authorized or required by law to close.

“Capital Expenditures” has the meaning set forth in Section 5.23.

“Capital Expenditures Limit” means, for the last four consecutive Fiscal Quarters, the addition of (i) Consolidated EBITDA, (ii) the amount of cash on hand and Temporary Cash Investments on the first day of such four consecutive Fiscal Quarters, (iii) proceeds received by the Consolidated Borrower in consideration for the issuance by the Consolidated Borrower of equity securities or capital stock, (iv) the proceeds from the incurrence of additional Debt (provided, that with respect to each incurrence of additional Debt, no Default has occurred and is continuing as of the date on which such Debt is incurred), and (v) the proceeds from the sale of assets, less the addition of (i) Net Taxes Paid, (ii) Consolidated Debt Service, and (iii) Restricted Payments.

“CETE Rate” has the meaning set forth in Section 8.01.

“Closing Date” means the date hereof.

“Collateral Documents” means the Pledge Agreement and the Subsidiaries’ Agreement, including the amendments and additions thereto as well as any other document executed and/or delivered pursuant to their terms.

“Commitment” means, (i) with respect to each Bank listed on Schedule 1 hereto, the amount set forth opposite the name of such Bank under the heading “Commitment,” and (ii) with respect to any Assignee, the Commitment assigned to such Assignee pursuant to Section 9.07(c).

“Commitment Documents” means the Fee Letters and the document named Summary of Terms and Conditions dated July 30, 2004, among the Borrower, Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa and Scotiabank Inverlat, S.A. Institución de Banca Multiple, Grupo Financiero Scotiabank Inverlat.

“Consolidated Borrower” means the Borrower and its Consolidated Subsidiaries taken as a whole.

“Consolidated Debt Service” means, with respect to the Consolidated Borrower for any relevant period, the addition of the Consolidated Interest Expense and the amortization during such period of all Debt with a maturity of one year or longer, determined in accordance with Mexican GAAP, excluding all interest expense generated by the Subordinated Debt.

2

Translation from Spanish

[SEAL]

“Consolidated EBITDA” means for any relevant period, EBITDA of the Consolidated Borrower in accordance with Mexican GAAP for such period plus, to the extent deducted in determining such EBITDA, the aggregate amount of non-cash charges similar to depreciation and amortization.

“Consolidated Interest Expense” means, for any relevant period, the aggregate of all Interest Expense of the Consolidated Borrower.

“Consolidated Net Profit” means, for any relevant period, the aggregate net profit (or loss) of the Consolidated Borrower for such period, determined in accordance with Mexican GAAP.

“Consolidated Net Worth” means, at any date, the consolidated stockholders’ equity of the Consolidated Borrower, computed as accounting assets, less liabilities and excluding convertible debt. Without limiting the generality of the foregoing, such Consolidated Net Worth includes capital, surplus and undivided profits, as well as common stock, and preferred stock.

“Consolidated Rental Expense” means, for any period, the aggregate rental expense of the Consolidated Borrower less, to the extent included in the determination thereof, any portion of lease payments that are (i) calculated as a percentage of the Consolidated Borrower’s revenues, (ii) a single lump sum amount agreed to be paid by the Consolidated Borrower at the time a lease is entered into as “key money” or transfer, even if payable in several instalments or (iii) paid as advance rent or rent deposits, all determined on a consolidated basis for such period; provided however, that “Consolidated Rental Expense” excludes Debt referred to in paragraph (iv) of Debt definition.

“Consolidated Stockholders’ Equity” means, at any date, the consolidated stockholder’s equity of the Consolidated Borrower.

“Consolidated Subsidiary” means at any date and for any Person, any Subsidiary or other entity the accounts of which would be consolidated with those of such Person in its consolidated financial statements if such statements were prepared as of such date in accordance with the Mexican GAAP.

“Loan Agreement” means the loan agreement entered into simultaneously to this Agreement, among the Obligors and the Agents, their successors and assignees for an amount in Pesos equal to US$100,000,000.00 (One Hundred Million Dollars 00/100), as amended and/or supplemented.

“Debt” of any Person means, at any date, without duplication, (i) all obligations of such Person for borrowed money, excluding Subordinated Debt, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of property or services, except for trade accounts payable arising in the ordinary course of business, (iv) all obligations of such Person as lessee which are capitalized in accordance with Mexican GAAP, (v) all non-contingent obligations (and, for purposes of Section 5.08 and the definitions of Material Debt, all contingent obligations) of such Person to reimburse any bank or other Person in respect of amounts paid

3

Translation from Spanish

[SEAL]

under a letter of credit or similar instrument, (vi) all Debt secured by a Lien on any asset of such Person, whether or not such Debt is otherwise an obligation of such Person and (vii) all Guarantees by such Person of another Person’s Debt (each such Guarantee shall constitute Debt in an amount equal to the amount of such other Person’s Debt Guaranteed thereby, except for Subordinated Debt) and (viii) Revolving Debt; provided, however, that “Debt” excludes Subordinated Debt.

“Default” means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both, unless cured or waived, would become an Event of Default.

“Delinquent Interest Rate” has the meaning set forth in Section 2.04(a).

“Derivatives Obligations” of any Person means all obligations of such Person regarding any rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of the foregoing transactions) or any combination of the foregoing transactions.

“Disbursement Date” has the meaning set forth in Section 2.01(b) hereof.

“Dollar”, “US$” or “Dollars” means the lawful currency of the United States of America. For purposes of obtaining the Peso equivalent of any amount in Dollars, the parties hereto agree to use the exchange rate published in the Official Gazette of the Federation as the Rate of Exchange to Settle Obligations denominated in Foreign Currency payable in Mexico on the date the conversion is made.

“EBITDA” means, for any Person, for any period, for such Person, the addition of the following (without duplication): (a) operating income (calculated before taxes, Interest Expenses, interest revenue, extraordinary and unusual items) for such period plus (b) depreciation and amortization (to the extent deducted in determining operating income) for such period, plus (c) the Pro-forma EBITDA for such period, all as determined in accordance with Mexican GAAP with the information provided in such Person’s financial statements.

“Effective Date” means the date this Agreement becomes effective in accordance with Section 9.10.

“Event of Default” has the meaning set forth in Section 6.01.

“Executive Officer” means the General Director, the executive director, the chief operating officer, the chief financial officer, the general counsel, the general comptroller, or the treasurer of the Borrower; provided that said officer is duly authorized to perform any obligations hereunder, as evidenced in a certificate substantially in the form of Exhibit “H”.

4

Translation from Spanish

[SEAL]

“Existing Loan” means the Borrower’s Debt pursuant to the credit agreement entered into by and between the Borrower, Grupo Cinemex, Scotiabank Inverlat, S.A., Institucion de Banca Múltiple, Grupo Financiero Scotiabank Inverlat, as Co-Lead Arranger, and other thin parties and financial institutions parties thereto, for an amount up to P$1,000,000,000.00 (One Billion Pesos 00/100) dated December 26, 2002, as amended and/or supplemented, as the case may be.

“Expiration Date” means August 16, 2005 or, if such day is not a Business Day, the immediate preceding Business Day.

“Fee Letters” means the Administrative Agent’s Fee Letter, dated August 13, 2004, between the Borrower and the Administrative Agent, relating to the payment of the fees, costs and other expenses.

“Fiscal Quarter” means a fiscal quarter of the Borrower (i.e. January 1^st through March 31^st; April 1^st through June 30^th; July 1^st through September 30^th; and October 1^st through December 31^st).

“Fiscal Year” means, pursuant to the applicable tax laws, the period comprised between January 1st and December 31st of every calendar year of the Borrower.

“Governmental Authority” means any government or any state, department or other political subdivision thereof, or any governmental body, agency, authority (including, without limitation, any central bank or taxing authority) or instrumentality (including, without limitation, any court or tribunal) exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation, partnership or other entity directly or indirectly owned by or subject to the control of any of the foregoing.

“Guarantee” by any Person means any real and/or personal obligation, contingent or otherwise, granted directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation or (ii) incurred for the purpose of assuring in any other manner the holder of such Debt or other obligation the payment thereof or to protect such holder against loss in respect thereof (in whole or in part), it being understood, that the term “Guarantee” shall not include endorsements for collection or deposits in the ordinary course of business of such Person. The term “Guarantee” used as a verb has a meaning that corresponds to the granting of a Guarantee.

“Guarantors” means: (i) Grupo Cinemex; and (ii) each Operating Subsidiary including the Operating Subsidiaries established after the date hereof (which adhere to this Agreement and/or to the Collateral Documents pursuant to Section 5.25), but excluding Operadora Moliere, S.A. de C.V., Teatro Polanco, S.A. de C.V., Producciones Expreso Astral, S.A. de C.V., Servicios Cinematograficos Especializados, S.A. de C.V., Serviuno, S.A. de C.V., FICC Ciudad de Mexico, S.A. de C.V. and Cinemex Producciones, S.A. de C.V., or any other Subsidiary of the Borrower established for labour and employee benefit purposes or the purpose of which is other than the operation of one or more movie theatres, as provided in Schedule 2 hereto, unless

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such excluded Subsidiaries become Operating Subsidiaries, in which case such excluded Subsidiaries shall become Guarantors.

“Grupo Cinemex” means Grupo Cinemex, S.A. de C. V., a Mexican corporation.

“IMSS” means Instituto Mexicano del Seguro Social.

“Indemnified Party” or “Indemnified Parties” has the meaning set forth in Section 7.10.

“Indemnitee” has the meaning set forth in Section 9.04(b).

“INFONAVIT” means Instituto del Fondo Nacional para la Vivienda de los Trabajadores.

“Interest Coverage Ratio” means the ratio of (i) Consolidated EBITDA divided by (ii) Consolidated Interest Expense, calculated on the four most recent Fiscal Quarters.

“Interest Expense” means, for any applicable period, the aggregate interest expense of the Consolidated Borrower for such applicable period, determined in accordance with Mexican GAAP, and excluding all interest expense generated by the Subordinated Debt; provided that, in the event of acquisitions by the Borrower or any of its Consolidated Subsidiaries that include an interest component, the interests related to such acquisitions shall also be taken into consideration.

“Interest Period” means, with respect to any disbursement made under the Loan, the period commencing on the 26^th day of any calendar month and ending on the 26^th day of the immediately following month, provided that the first Interest Period with respect to any disbursement made under the Loan, shall be irregular, commencing on the relevant Disbursement Date and ending on the 26^th day of the immediately following month; provided, however, that:

(a) any Interest Period which would otherwise end on a date which is not a Business Day shall end on the following Business Day; and

(b) any Interest Period which would otherwise end after the Expiration Date shall end on the Expiration Date.

“Interest Rate” means, for any day, a rate per annum equal to the TIIE Rate plus the Applicable Margin.

“Investment” means any investment in any Person, whether by means of share purchase, capital contribution, loans, Guarantees, time deposits or otherwise (but without including any demand deposit).

“Investor” or “Investors” has the meaning set forth in Section 6.01(n).

“Lead Arranger” means Banco Inbursa, S.A., Institution de Banca Multiple, Grupo Financiero Inbursa.

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“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, guaranty trust, assignment, security interest or encumbrance of any kind, that has the practical effect of creating a security interest, in respect of such asset. For the purposes of this Agreement, the Consolidated Borrower shall be deemed to possess, subject to a Lien, any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

“Loan” has the meaning set forth in Section 2.01.

“Loan Documents” means this Agreement, the Promissory Notes and the Collateral Documents, as the same may be amended.

“Loan Purpose” means (i) capital expenditures and (ii) general corporate expenses.

“Material Debt” means Debt (except Debt outstanding hereunder and under the Loan Agreement) of the Consolidated Borrower, arising in one or more related or unrelated transactions, in an aggregate principal or face amount exceeding US$8,000,000.00 (Eight Million Dollars 00/100), or its equivalent amount in Pesos, and excluding Subordinated Debt.

“Material Financial Obligations” means a principal or face amount of Debt (other than the Loan and the Loan Agreement) and/or payment or collateralization obligations in respect of Derivatives Obligations of the Consolidated Borrower, arising in one or more related or unrelated transactions, exceeding in the aggregate US$8,000,000.00 (Eight Million Dollars 00/100) or its equivalent amount in Pesos.

“Material Subsidiary” means, at any time, a direct or indirect Subsidiary of the Borrower (A) that at any time during the preceding Fiscal Year has consolidated assets equal to or greater than 5% of the consolidated assets of the Consolidated Borrower or (B) whose operating earnings before interest, income tax expense, depreciation and amortization constitute 5% or more of the Consolidated EBITDA for the preceding Fiscal Year.

“Mexican GAAP” has the meaning set forth in Section 1.03.

“Mexico” means the United Mexican States.

“Net Cash Proceeds” means, with respect to any asset sale pursuant to Section 5.07 (b) by the Consolidated Borrower, the aggregate amount of cash received from time to time by or on behalf of such Person in connection with such transaction after deducting therefrom (i) the principal amount and premiums due, if any, received in connection with the sale of assets securing Debt, provided however, that such proceeds are used to repay such Debt, (ii) reasonable and customary brokerage fees, legal fees, accountants’ fees and other similar fees, expenses and commissions, if any, (iii) the amount of taxes payable or estimated in good faith to be payable in connection with or as a result of such transaction, , and (iv) any reserves for the adjustment with respect to the sale price of such assets or any obligation related to such assets, if any, to the extent that in all cases the amounts so deducted are payable to a Person that is not an Affiliate and are properly attributable to such transaction or to the asset that is the subject thereof.

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“Net Taxes Paid” means, for any relevant period, the aggregate Mexican income taxes actually paid by the Consolidated Borrower, net of all Mexican income tax reimbursements, compensations or other cash received as a consequence of Mexican income taxes paid by Consolidated Borrower.

“Obligors” means the Borrower and the Guarantors, acting as joint and several obligors, and “Obligor” means any of the foregoing.

“Operating Subsidiary” means a direct or indirect subsidiary of the Borrower which operates one or more movie theatres and which contributes to the consolidated revenues or operating income of the Consolidated Borrower. For information purposes, the current Operating Subsidiaries are listed in Schedule 2 hereto, this list shall be updated every six months.

“Parent” means, with respect to any Bank, any Person controlling such Bank.

“Participant” has the meaning set forth in Section 9.07(b).

“Person” means any individual or legal entity, a trust or any other entity or organization, including a government or political subdivisions or agencies or instrumentalities thereof.

“Permitted Holders” means, directly or indirectly, each of (a) of Bain Capital Holdings (Loews) I, L.P. (and its members), Bain Capital AIV (Loews) II, L.P. (and its members) TC Group L.L.C., Carlyle Partners III Loews, L.P., CP II Coinvestment, L.P. Spectrum Equity Investors IV, L.P., Spectrum Equity Investors Parallel IV, L.P., Spectrum IV Investment Managers’ Fund, L.P., and their respective Affiliates or (b) Loews Cineplex Entertainment Corporation or its Subsidiaries or investment funds or other direct or indirect investors of Loews Cineplex Entertainment Corporation.

“Peso”, “Pesos” or “MXP$” means, the lawful currency of Mexico. For purposes of obtaining the Peso equivalent of any amount in Dollars, the parties hereto agree to use the exchange rate published in the Official Gazette of the Federation as the Rate of Exchange to Settle Obligations denominated in Foreign Currency payable in Mexico on the date the conversion is made.

“Pledge Agreement” means the Stock Pledge Agreement dated as of the date hereof, substantially in the form of Exhibit B hereto, as the same may be amended or otherwise modified from time to time.

“Pledged Properties” means the property pledged under the Pledge Agreement.

“Pledged Subsidiary” shall have the meaning set forth in Section 5.05(b) herein.

“Pro-forma EBITDA” means for any relevant period (i) EBITDA of the Consolidated Subsidiaries in respect of newly opened theatres that have been operating for a period of at least six (6) months, on an annualized basis, provided that EBITDA in respect of newly opened theatres for the estimated period shall be calculated by multiplying it times 0.8 and (ii) EBITDA for the relevant period corresponding to any company, entity or operating assets acquired by the

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Borrower or any of its Subsidiaries, determined as if such acquisition had occurred on the first day of the relevant period.

“Promissory Notes” means promissory notes subscribed by the Borrower and signed by the Guarantors as avales, substantially in the form of Exhibit C hereto, evidencing the obligation of the Borrower to repay each Loan, and “Promissory Note” means any one of such promissory notes issued hereunder.

“Replacement Subsidiary” means, as of the date of determination, a Subsidiary of the Borrower whose attributable portion of Consolidated EBITDA for the four most recently ended Fiscal Quarter period is at least equal to the attributable portion of Consolidated EBITDA (for the same period) of the applicable Pledged Subsidiary, subject to the occurrence of any of the events described in Section 6.01(m).

“Required Banks” means at any time Banks having at least 66% (sixty six percent) of the aggregate outstanding amount of the Loans.

“Restricted Payment” means (i) any dividend or other distribution on any shares representing the Borrower’s capital stock or any of its Consolidated Subsidiaries’ capital stock (except dividends payable solely in shares of its capital stock or dividends paid by the Borrower to Grupo Cinemex); or (ii) any payment on account of the purchase, redemption, withholding or acquisition of (a) any shares of the Borrower’s or any of its Consolidated Subsidiaries’ capital stock or (b) any option, warrant or other rights to acquire shares of the Borrower or any of its Consolidated Subsidiaries’ capital stock (but excluding payments of principal, premium (if any) or interest made pursuant to the terms of convertible debt securities prior to conversion); and (iii) any dividend or other distribution on any shares representing the capital stock of Grupo Cinemex (except for dividends exclusively paid with shares of its capital stock).

“Revolving Debt” means the Debt under this Agreement.

“Sale and Leaseback Transaction” means an arrangement by any Person providing for the leasing by such Person of any property or asset acquired by such Person to the Person that sold or transferred such property or assets, not more than 270 days after the acquisition thereof, or the completion of construction or commencement of operations thereof.

“SAR” means Sistema de Ahorro para el Retiro or the Mexican mandatory retirement fund system.

“Scheduled Payment” has the meaning set forth in Section 2.03.

“Solvent” means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person and (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the liability of such Person on its debts as they become due and payable. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances prevailing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

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“Subordinated Debt” means the Borrower’s subordinated Debt, with principal and interests payable on any date after the Expiration Date hereunder and under the ______ Agreement.

“Subsidiary” of any Person means any legal entity, joint venture, trust or estate of which (or in which) more than 50% of (a) the voting stock or equity interests of such corporation, (b) the interest in the capital or profits of such legal entity, partnership, corporation or joint venture or (c) the beneficial interest in such trust or estate is directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries.

“Subsidiaries’ Agreement” means, the Subsidiaries’ Agreement, as the same may be amended or otherwise modified from time to time, substantially in the form of Exhibit D hereto, to be entered into by each Subsidiary of the Borrower that becomes an Operating Subsidiary, by acquisition or otherwise, if any.

“Substitute Interest Rate” shall have the meaning set forth in Section 8.01.

“Substitute Subsidiary” shall have the meaning set forth in Section 5.05(b) herein.

“Syndication Agent” means Scotiabank Inverlat, S.A., Institución de Banca Multiple, Giupo Financiero Scotiabank Inverlat in its capacity as syndication agent for the Banks hereunder and its successors in such capacity.

“Temporary Cash Investment” means any Investment in (i)(x) direct obligations of the government of the United States of America or any agency or instrumentality thereof, or obligations Guaranteed by the United States of America or any agency or instrumentality thereof and (y) direct obligations of the government of Mexico or any agency or instrumentality thereof, or obligations Guaranteed by Mexico or any agency thereof, (ii) commercial paper rated at least A-1 by Standard & Poor’s Ratings Services or P-1 by Moody’s Investors Service, Inc., (iii)(x) time deposits with, including certificates of deposit issued by, any office located in the United States of America of any bank or trust company which is organized under the laws of the United States of America or any state thereof and has capital, surplus and undivided profits aggregating at least US$1,000,000,000.00 (One Billion Dollars 00/100) and (y) Promissory Notes issued by, or time deposits with BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer, Banco Inbursa, S.A., Institución de Banca Múltiple Grupo Financiero Inbursa, Banco J.P. Morgan, S.A., Chase Manhattan Bank Mexico, S.A., Scotiabank Inverlat, S.A., Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat, Banco Nacional de Mexico, S.A., or any other bank or trust company which is organized under the laws of the United States of America or any state thereof or Mexico and has capital, surplus and undivided profits aggregating at least US$1,000,000,000.00, (One Billion Dollars 00/100) including certificates of deposit issued by, any office or Subsidiary of such banks located in Mexico or (iv) repurchase agreements with respect to securities described in clause (i) above entered into with an office of a bank or trust company meeting the criteria specified in clause (iii) above, provided, in each case that such Investment matures within one year from the date of acquisition thereof by the Consolidated Borrower.

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“TIIE Rate” means for each Interest Period, the 28-day Equilibrium Interbank Interest Rate published by Banco de México in the Official Gazette of the Federation on the first Business Day of each Interest Period.

“Total Net Debt” means, on any date, Debt of the Consolidated Borrower’s Debt minus cash and Temporary Cash Investments.

“Total Net Debt/ EBITDA Ratio” means, on the last day of any Fiscal Quarter, the Total Net Debt divided by the Consolidated EBITDA, on such date (based on the last four Fiscal Quarters ending on that date).

“Total Net Debt/Capital” means, the Total Net Debt divided by Consolidated Net Worth.

“True-Lease/Adjusted Leverage Ratio” means, the Total Net Debt plus Consolidated Rental Expense of the last four Fiscal Quarters times 8 (eight) divided by the sum resulting from the addition of the Consolidated EBITDA for the last four Fiscal Quarters plus the Consolidated Rental Expense for the last four Fiscal Quarters.

“Unrestricted Subsidiary” means any Subsidiary of the Borrower whose shares representing its capital stock or other ownership interests are not subject to the terms of the Pledge Agreement.

“Wholly-Owned Subsidiary” means any Subsidiary all of the shares representing its capital stock or other ownership interests of which (except for shares constituting less than 1% of the voting right and economic interest of any class of capital stock) are at that time directly or indirectly owned by the Borrower.

SECTION 1.02. Construction Principles. Capitalized terms used and defined herein shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neutral forms. All references in this Agreement to Clauses, sections, paragraphs and exhibits shall be deemed to be references to Clauses, sections paragraphs and exhibits of this Agreement, unless the context otherwise requires. Any and all exhibits attached hereto shall be deemed an integral part hereof. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, unless such phrase otherwise appears.

SECTION 1.03. Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein or in any of the Loan Documents shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles in Mexico as in effect from time to time (“Mexican GAAP”), applied on a basis consistent (except for changes concurred by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Consolidated Borrower, its respective Consolidated Subsidiaries and the Guarantors delivered to the Banks; provided, that if the Borrower notifies the Administrative Agent that the Borrower reasonably wishes to amend any provision hereof to eliminate the effect of any change in Mexican GAAP (or if the Administrative Agent and the Syndication Agent notify the Borrower that the Required

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Banks reasonably wish to amend any provision for such purpose), then the Consolidated Borrower’s compliance with such provision shall be determined on the basis of Mexican GAAP in effect immediately before the relevant change in Mexican GAAP became effective, until either such notice is withdrawn or such provision is amended in a manner satisfactory to the Borrower and the Required Banks.

ARTICLE 2

LOANS

SECTION 2.01. Commitments to Lend. (a) each Bank severally, and not jointly, agrees, on the terms and conditions set forth in this Agreement, to grant a current account loan facility (the “Loan”), on a revolving basis, to the Borrower on and after the Closing Date, in an aggregate principal amount not to exceed the amount of such Bank’s Commitment. The Borrower may borrow amounts hereunder in one or more disbursements until the Expiration Date. Each disbursement may be for a term of up to 90 days, at the Borrower’s election, provided such term does not exceed the Expiration Date. Each disbursement shall be made on a prorata basis by the Banks, provided that any disbursement shall be made in Pesos at the exchange rate published by Banco de México in the Official Gazelle of the Federation on the relevant Disbursement Date (as defined below). The Loan does not include interest, fees and expenses to be paid by the Borrower and that are set forth herein.

(b) Loan Disbursement. The Borrower may disburse amounts under the Loan only if it delivers to each Bank, through the Administrative Agent, a written disbursement request, under the terms of Exhibit E at least 2 (two) Business Days prior to the proposed disbursement under the Loan (the “Disbursement Date”). The parties hereto agree that each Bank shall only be required to lend an amount under the Loan in accordance with any disbursement request, in proportion to the Bank’s Commitment and provided that all the Conditions set forth in Section 3 herein have been met.

(c) Revolving Facility; Loan Ratable. Each Bank’s Commitment is revolving in nature, and any portion of the Loan repaid or prepaid may be reborrowed by the Borrower. The Loan shall be granted by the Banks ratably in proportion to their respective Commitment. Each Bank’s Commitment shall terminate on the Expiration Date in proportion to the amount of such Bank’s Commitment.

SECTION 2.02. Promissory Notes. Each disbursement made by the Borrower under the Loan shall be evidenced by one or more Promissory Notes, guaranteed por aval by the Guarantors, payable to the order of the relevant Bank in the account of its Applicable Lending Office, or in the account determined in writing by the Administrative Agent.

SECTION 2.03. Repayment. The Borrower shall pay the principal amount of each disbursement under the Loan in the maturity date of the relevant disbursement, provided that such maturity date shall not exceed the Expiration Date. Each payment of any outstanding principal amount made pursuant to each disbursement shall be equal to the amount borrowed by .the Borrower under the Loan pursuant to such disbursement plus the applicable interests at the

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exchange rate published by Banco de Mexico in the Official Gazette of the Federation on the Disbursement Date (the “Scheduled Payment”).

The Borrower shall make each Scheduled Payment in the account maintained by the Borrower with the Administrative Agent, who shall make the corresponding payments to each Bank from the amounts paid by the Borrower in such account.

SECTION 2.04. Interest Rates. (a) The outstanding balance of each Loan disbursement shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Interest Rate. Such interest shall be payable monthly in arrears on the last Business Day of the applicable Interest Period. Any amount due hereunder and not paid at maturity (whether on the stated maturity date, upon acceleration or otherwise), shall bear delinquent interests until the date on which payment is made in full, including overdue interests, but only to the extent permitted by law (after as well as before judgment) on such amounts at a rate per annum equal to 150% of the TIIE Rate that would have been applicable to calculate the Interest Rate corresponding to such payment, plus the Applicable Margin (the “Delinquent Interest Rate”).

(b) The Administrative Agent shall determine each Interest Rate applicable to the Loans hereunder. The Administrative Agent shall give prompt notice to the Borrower and the Banks of each Interest Rate so determined.

(c) If the TIIE Rate may not be used as reference, the provisions of Section 8.01 shall apply.

SECTION 2.05. Optional Prepayments. (a) Subject to Section 2.07, the Borrower may, upon at least three Business Day’s notice to the Administrative Agent, prepay any Loan disbursement, at any time, in whole or in part, in amounts exceeding MXP$10,000,000.00 (Ten Million Pesos 00/100) or any larger multiple of MXP$5,000,000.00 (Five Million Pesos 00/100), by paying the principal amount to be prepaid together with any accrued interest thereon until the prepayment date. Each such optional prepayment shall be applied in payment of Scheduled Payments in order of their maturity.

(b) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall notify each Bank of the contents thereof and of such Bank’s ratable share of such prepayment and such notice shall not thereafter be revoked by the Borrower.

Prepayments made according to this Section shall be made on a date on which any Interest Period ends and shall be applied to the Scheduled Payments in order of their maturity; provided that in the event prepayments are not made on a date on which any Interest Period ends, Section 2.07 will be applicable.

SECTION 2.06. [Intentionally Omitted]

SECTION 2.07. General Provisions as to Scheduled Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loans, not later than 13:00 hours (Mexico City time) on the date when due, in Pesos, in immediately available funds, in Mexico City, at the Administrative Agent’s Account. The Administrative Agent shall

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distribute to each Bank its ratable share from each payment received by the Administrative Agent to be credited to the Banks. Whenever payments of principal, or interest on, Loans or other amounts due hereunder shall be paid on a day which is not a Business Day, the payment date thereof shall be extended to the following Business Day. If the payment date of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended period.

SECTION 2.08. Break Funding Cost. If the Borrower makes any payment of principal with respect to any Loan pursuant to Section 2.05 on any day other than the last day of an Interest Period applicable thereto, or if the Borrower fails to borrow or prepay any Loans after notice has been given to any Bank in accordance with Section 2.05(b) or 3.01(k), the Borrower shall reimburse each Bank, within 15 days after demand, for any resulting expense incurred by it (or by an existing or prospective Participant in the related Loan), including (without limitation) any loss of margin until the then current Interest Period ends, which shall be paid only in the event the TIIE Rate published pre-payment date or failure to borrow is lower than the TIIE Rate applicable for the relevant Interest Period, in which case the loss of margin shall be calculated as the difference between such rates multiplied, by the amount of the Loan to be prepaid or which the Borrower failed to borrow, divided by 360 (three hundred and sixty) and further multiplied times the days pending from the pre-payment date through the date in which the then applicable Interest Period expires; provided, that such Bank shall have delivered to the Borrower a certificate describing the amount of such loss or expense.

SECTION 2.09. Computation of Interest. Interest based on the Interest Rate hereunder shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day).

ARTICLE 3

CONDITIONS

SECTION 3.01. Closing. The execution of this Agreement shall occur on the Closing Date, and the obligation of each Bank to grant the Loans hereunder is subject to the satisfaction of the following conditions (with respect to each document, dated on the Closing Date unless otherwise indicated):

(a) receipt by the Administrative Agent, in the event that any disbursement under the Loan is made on such date, of Promissory Notes duly executed by the Borrower on account of each Bank, dated on the Disbursement Date and complying with the provisions of Section 2.02, and substantially in the form and substance of Exhibit C hereto;

(b) receipt by the Administrative Agent of an opinion issued by Ritch, Heather y Mueller, S.C., Mexican counsel for the Borrower and the Guarantors, in form and substance reasonably satisfactory to the Administrative Agent and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request;

(c) receipt by the Administrative Agent of an opinion issued by Franck, Galicia y Robles, S.C., in form and substance reasonably satisfactory to the Administrative Agent,

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covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request;

(d) receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto;

(e) receipt by the Administrative Agent of duly executed counterparts of the Pledge Agreement, together with delivery to the Administrative Agent of (i) stock certificates of the Subsidiaries which shares are granted as collateral thereunder, endorsed in guaranty in favour of the Administrative Agent for the benefit of the Banks; (ii) copies of the stock registry books of the relevant Subsidiary, certified by the Secretary, assistant Secretary or authorized officer of each such Subsidiary, with respect to the shares granted as collateral thereunder, evidencing registration of the pledge in the relevant stock registry book; and (iii) such other instruments and documents as are required to be delivered thereunder and such additional evidence as shall be satisfactory to the Administrative Agent of the creation and perfection of the Liens intended to be created thereby;

(f) receipt by the Administrative Agent of a certificate, substantially in form of Exhibit F hereto, and any other form of evidence satisfactory to each of them that all Liens granted in connection with the Existing Loan have been terminated and released;

(g) at the Closing Date, the Administrative Agent shall not have received notice from the Required Banks that such Banks:

(i) have determined in their good faith judgment that (x) there has occurred any material adverse change in the condition, financial or otherwise, results of operations, business, assets, debt service capacity, tax position, environmental liability or liabilities, or operations of the Consolidated Borrower, since the date of the most recent audited financial statements heretofore received by the Banks; or (y) a material adverse change in the ability of any of the Obligors or any of their Consolidated Subsidiaries to perform their obligations provided for in the Loan Documents; and;

(ii) have determined in their good faith judgment that, since the date hereof, there has been a material disruption or adverse change either in (A) the international financial, banking or capital markets, (B) the Mexican financial, economic or political conditions, which in the sole judgment of the Required Banks would make it impractical or inadvisable to proceed with the Loan;

(h) the Administrative Agent shall have received a certificate of an Executive Officer of the Borrower, substantially in the form of Exhibit G hereto, to the effect that (A) immediately before and after the Closing Date, no Default or event or condition known to the Borrower or its direct or indirect Subsidiaries, which requires only the giving of notice and/or the lapse of time to become an Event of Default shall have occurred and be continuing; (B) the representations and warranties of such Obligor contained in this Agreement are true and correct on and as of the Closing Date; (C) the execution, delivery and performance by such Obligor of this Agreement or any Loan Document have been duly authorized by all necessary corporate action (if any is necessary) and (D) do not contravene, or constitute a default under, any provision of applicable law, regulation or decree or of the bylaws of such Obligor or of any other agreement, or of any

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judgment, injunction or order known thereto or that has been notified or communicated to the Obligors or to the Consolidated Subsidiaries, or other instrument binding on such Obligor;

(i) receipt by the Agents of payment of the documented fees and expenses payable to the Agents in their own accounts and for the Bank’s several accounts, pursuant to the Commitment Documents (including, without limitation, any fees and expenses of special counsel for the Agents);

(j) receipt of all documents the Administrative Agent may reasonably request relating to the existence of each of the Borrower, its Consolidated Subsidiaries and the Guarantors, the validity of and receipt of all filings, consents and approvals (corporate and/or governmental), if any, required to execute and perform its obligations under this Agreement, the other Loan Documents, the continuing operations in all material respects of the Consolidated Borrower and the Guarantors, and any other matters relevant hereto, all of them in form and substance satisfactory to the Administrative Agent, including, without limitation, the following:

(i) photostatic copies of the bylaws of each Obligor in full force and effect in its delivered form on the Closing Date;

(ii) photostatic copies of the public deeds which contain the powers of attorney, certified by a Mexican notary public, authorizing the relevant officers of each Obligor to execute this Agreement and the other Loan Documents and any other document or certificate to be delivered on or prior to the Closing Date in connection with the transactions contemplated by this Agreement;

(iii) Secretary’s Certificates, as the case may be, duly completed by each Obligor in form and substance satisfactory to the Administrative Agent;

(k) receipt by the Administrative Agent, on the Closing Date, of a disbursement request executed by the Borrower substantially in the form of Exhibit E hereto, (i) on the Closing Date, in the event the Borrower makes a disbursement request on the same day and (ii) with at least two (2) days in advance to each disbursement, for the subsequent disbursements;

(l) there shall exist no pending litigation, proceedings or investigations, notified or communicated to the Obligors or to the Consolidated Subsidiaries and which could reasonably be expected to have a material adverse change on the financial condition, operation, assets, business, properties or prospects of the Consolidated Borrower or the Guarantors, and which exceed, in the aggregate, US$8,000,000.00 (Eight Million Dollars 00/100), or its equivalent amount in Pesos.

ARTICLE 4

REPRESENTATIONS

Each Obligor represents to each Bank that:

SECTION 4.01. Corporate Existence, Powers and Ownership. Each Obligor is a mercantile corporation, duly incorporated and validly existing under the laws of Mexico, and has

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all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. Each Operating Subsidiary acting as a Guarantor is a Wholly-Owned Subsidiary of the Borrower and Borrower owns the shares of the Wholly-Owned Subsidiaries free and clear of any Liens or restrictions on transfer, except for such Liens derived from the Existing Loan, which are terminated and released on the date hereof and the Liens granted pursuant to the Loan Documents.

SECTION 4.02. Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by each Obligor of the Loan Documents to which it is a party, as well as the continuing operations in all material respects of each Obligor are within the corporate powers of such party, have been duly authorized by all necessary corporate action (if necessary) and require no action by or in respect of, or filing with, any Governmental Authority or any other Person (including, without limitation, any action or filing in connection with pledging of the Pledged Properties and performance of the Collateral Documents) and do not contravene, or constitute a default under, any provision of any applicable law, regulation or decree, or of the bylaws of such party or of any material agreement, or of any judgment, injunction, or order known or that has been notified or communicated to the Obligors or to the Consolidated Subsidiaries, or other instrument binding upon such party or any of its Consolidated Subsidiaries or result in the creation or imposition of any Lien on any asset of an Obligor or of any Consolidated Subsidiary, other than Liens the created under the Pledge Agreement.

SECTION 4.03. Binding Effect; Enforceability of Loan Documents; No Default Under Contracts. (a) Each Loan Document (other than the Promissory Notes and the Subsidiaries’ Agreement) constitutes a valid and binding agreement of each Obligor thereto, and each Promissory Note as well as the Subsidiaries’ Agreement, when executed and delivered in accordance with this Agreement, will constitute valid and binding obligations of each Obligor party thereto, in each case enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency procedures (“concurso mercantil”) or similar laws affecting creditors’ rights generally.

(b) In addition, each of the Loan Documents is in proper legal form for purposes of enforcement in Mexico by the Administrative Agent, the Syndication Agent or any Bank, as the case may be, of any Obligor’s obligations thereunder, and to ensure the legality, validity, enforceability or admissibility as evidence of any of the Loan Documents in Mexico, it is not necessary that such Loan Document or any other document be filed or recorded with any court or other authority in Mexico.

(c) All material leases, contracts and agreements to which any Obligor is a party are in full force and effect and not subject to any dispute between the parties thereto. No Obligor is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any contract, indenture, lease or other agreement to which it is a party which could adversely affect the business, consolidated financial position or consolidated results of operations of each such Obligor.

SECTION 4.04. Financial Information; Solvency. (a) The balance sheet of the Consolidated Borrower and Grupo Cinemex as of December 31, 2003 and the related

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consolidated statements of income, changes in stockholders’ equity and changes in financial position for the Fiscal Year then ended, reported on by PriceWaterhouseCoopers, S.C., a copy of which has been delivered to each of the Banks, fairly present, in conformity with Mexican GAAP, the consolidated financial position of the Consolidated Borrower and Grupo Cinemex as of such date and their consolidated results of operations and cash flows for such Fiscal Year.

(b) Since December 31, 2003 there has been no material adverse change in the business, financial condition, results, assets, properties, operations or prospects of the Consolidated Borrower and Grupo Cinemex.

(c) Each of the Obligors and each of the Consolidated Subsidiaries is Solvent, except for Cinemex Masaryk, S.A. de C.V., Cinemex Toluca II, S.A. de C.V., Cinemex San Antonio, S.A. de C.V., Cinemex Tenayuca, S.A. de C.V., Cinemex Jacarandas, S.A. de C.V., Cinemex El Rosario, S.A. de C.V., Cinemex Coacalco, S.A. de C.V., FICC Ciudad de Mexico, S.A. de C.V., Cinemex Producciones, S.A. de C.V., Producciones Expreso Astral, S.A. de C.V., Operadora Moliere, S.A. de C.V. and Teatro Polanco, S.A. de C.V.

SECTION 4.05. Compliance with Laws and Licenses. Limited Liability. Each of the Obligors and their Consolidated Subsidiaries are in compliance with (i) all applicable laws, ordinances, rules, regulations and requirements of Governmental Authorities (including, without limitation, IMSS, INFONAVIT, SAR, environmental laws and the rules and regulations thereunder), (ii) all terms and conditions of all governmental licenses and authorizations required to carry on their respective business and (iii) all orders, decrees, judgments or other determinations of any arbitrator or Governmental Authority applicable to them, in each of (i), (ii) and (iii) above, except where the non-compliance therewith could not reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise), results of operations or prospects of the Obligors and the Consolidated Subsidiaries, taken as a whole.

SECTION 4.06. Litigation. There is no action, suit, proceeding or investigation pending against, which has been notified or communicated to the Obligors, (or to the best of each Obligor’s knowledge, threatened) affecting, any of the Obligors or any of the Consolidated Subsidiaries before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision, which could materially adversely affect the business, assets, consolidated financial condition, or consolidated results of operations of the Consolidated Borrower and/or the Guarantors, or which in any manner draws into question the validity and enforceability of this Agreement or any of the other Loan Documents.

SECTION 4.07. Ownership of Properties. Except as provided under Schedule 4.07 hereto, each Obligor owns (i) in the case of owned real or personal property, good and marketable title to, and (ii) in the case of leased real or personal property, valid and enforceable leasehold interests, in both cases, free and clear of all Liens or claims, except for Liens permitted pursuant to Section 5.08.

SECTION 4.08. Commercial Law; Immunity. Under the laws of Mexico, with respect to the execution, delivery and performance of this Agreement and the other Loan Documents, each Obligor and each Consolidated Subsidiary, is subject to Mexican private commercial law, and neither the Borrower, the Guarantors, nor any of the Consolidated

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Subsidiaries or properties of any of them, have any immunity from the jurisdiction of any Mexican court or any legal process in Mexico (whether through service of process, attachment prior to notice, attachment prior to judgment, attachment in aid of execution, execution otherwise).

SECTION 4.09. Taxes. The Obligors and the Consolidated Subsidiaries have filed all income tax returns and all other material tax returns which are required to be filed by them and have paid all taxes due pursuant to such returns, except where the same are being contested in good faith by appropriate proceedings, provided that the Obligors and the Consolidated Subsidiaries have maintained, in accordance with Mexican GAAP, appropriate reserves and, if applicable, have guaranteed any actual and potential tax liability. The charges and reserves on the books of the Obligors and the Consolidated Subsidiaries in respect of taxes or other governmental charges are adequate, in the Obligors’ opinion.

SECTION 4.10. Full Disclosure. All information furnished or made available by the Obligors to the Administrative Agent, the Syndication Agent or any Bank for purposes of or in connection with the Loan Documents or any transaction contemplated hereby is, and all such information hereafter furnished by the Obligors to the Administrative Agent, the Syndication Agent or any Bank will be, true and accurate in all material respects on the date as of which such information is stated or certified and will not fail to disclose to the Administrative Agent any documents or information that would render any such information misleading. Each Obligor has disclosed to the Banks in writing any and all facts which materially and adversely affect or may affect (to the extent such Obligor can now reasonably foresee), the business, operations or financial condition of the Obligors or any of the Consolidated Subsidiaries or the ability of the Obligors to perform their obligations under the Loan Documents to which each of them is a party.

SECTION 4.11. Priority of Obligations. Payment of the Obligors’ obligations under the Loan Documents to which each is a party thereto, rank at least pari passu with all other unsubordinated indebtedness of such Obligors existing as of the Effective Date.

SECTION 4.12. True and Correct Representations in the Loan Documents. Each of the representations and warranties of the Obligors contained in the Loan Documents is true and correct and does not omit to state any information that would render any of the representations or warranties herein or therein misleading.

SECTION 4.13. Subsidiaries. Annex 2 hereof contains a true and correct list of all the Borrower’s Subsidiaries, existing on the date thereof.

ARTICLE 5

COVENANTS

The Borrower, and the Guarantors if and when applicable, as described below, agree to comply with this Article 5 so long as any Bank has any Commitment hereunder or any amount payable hereunder or under any Promissory Note remains unpaid; in the understanding that the determination of Sections 5.07 to 5.14, inclusive, and Section 5.23 shall be delivered to the Administrative Agent together with the certificate referred to in Section 5.01(f).

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SECTION 5.01. Information. The Borrower, and the Guarantors agree if ___ when applicable, as described below, to deliver to the Administrative Agent:

(a) as soon as available and in any event (i) within 120 days after the end of each Fiscal Year, a consolidated balance sheet of the Consolidated Borrower as of the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and changes in financial position for such Fiscal Year, setting forth in each case, in comparative form, the figures for the previous Fiscal Year, each reported on by PriceWaterhouseCoopers, S.C. or other independent public, accountants of internationally recognized standing; and (ii) simultaneously with the delivery of each set of financial statements referred to in this clause (a) a statement of the firm of independent public accountants which reported on such statements (x) explaining whether anything has cause them to believe that any Default existed on the date of such statements and (y) confirming the calculations set forth in the officer’s certificate delivered pursuant to Annex (f) below (but only in respect of the financial statements referred to in this clause (a));

(b) as soon as available and in any event within 60 days after the end of each of the first three quarters of each Fiscal Year, a consolidated balance sheet of the Consolidated Borrower and the related statements of income and changes in financial position for such quarter and for the portion of the Consolidated Borrower’s previous Fiscal Year ended at the end of such quarter, compared with the same quarter of the preceding year or the preceding Fiscal Year, all of them certified by the chief financial officer or the chief accounting officer of the Borrower (subject to normal year-end adjustments, including the notes to the financial statements) as to fairness of presentation, Mexican GAAP and its consistency;

(c) as soon as available and in any event within 120 days after the end of each Fiscal Year of Grupo Cinemex a balance sheet of Grupo Cinemex, as of the end of such Fiscal Year setting forth comparative figures of the preceding Fiscal Year, all certified by the chief financial officer or chief accounting officer of Grupo Cinemex as to fairness of presentation, Mexican GAAP and its consistency;

(d) as soon as available and in any event within 150 days after the end of each Fiscal Year of each Operating Subsidiary, the statements of income and changes in financial position for such Fiscal Year for such Operating Subsidiary, setting forth in each case comparative figures of the preceding Fiscal Year, all certified by the chief financial officer or the chief accounting officer of such Operating Subsidiary as to fairness of presentation, Mexican GAAP and its consistency;

(e) as soon as available and in any event within 60 days after the end of each of the first three quarters of each Fiscal Year, an income statement of each Operating Subsidiary and for the portion of such Operating Subsidiary’s preceding Fiscal Year ended at the end of such quarter, setting forth comparative figures of the corresponding quarter and the corresponding portion of such Operating Subsidiary’s previous Fiscal Year where applicable, all certified by the chief financial officer or the chief accounting officer of such Operating Subsidiary (subject to normal year-end adjustments including the notes to the financial statements) as to fairness of presentation, Mexican GAAP and its consistency;

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(f) simultaneously with the delivery of each set of financial statements referred to in clauses (a) to (e) above, a certificate of an Executive Officer of the relevant Obligor (i) setting forth in reasonable detail the calculations required to establish whether such Obligor, and/or its Consolidated Subsidiaries were in compliance with the requirements of Sections 5.07 to 5.14, inclusive, and Section 5.23 on the date of such financial statements and (ii) stating whether any Default existed on the date of such certificate and, if any Default then exists, setting forth the details thereof and the action which such Obligor has taken or proposes to take with respect thereto;

(g) within five days after any Obligor obtains knowledge of any Default, and if such Default is then continuing, a certificate of an Executive Officer of such Obligor setting forth the details thereof and the action which such Obligor has taken or proposes to take with respect thereto;

(h) as soon as reasonably practicable after any Obligor obtains knowledge of the commencement of, or of a threat of the commencement of, any material legal action, suit or proceeding against such Obligor or any of its Consolidated Subsidiaries, before any arbitrator or Governmental Authority, a certificate of an Executive Officer setting forth the nature of such pending or threatened action, suit or proceeding and such additional information, to the extent available, with respect thereto as may be reasonably requested by the Administrative Agent, at the request of any Bank; and

(i) from time to time, such additional information regarding the financial position or business of any of the Obligors and/or any of the Consolidated Subsidiaries as the Administrative Agent, at the request of any Bank, may reasonably request.

SECTION 5.02. Payment of Obligations. The Consolidated Borrower, the Guarantors and the Operating Subsidiaries shall pay and discharge, at or before maturity, all their respective material obligations and liabilities (including, without limitation, tax liabilities and claims of material men, warehousemen and the like which if unpaid might by law give rise to a Lien), except where the same may be contested in good faith by appropriate proceedings (including administrative proceedings), and shall maintain, and shall cause each of its Consolidated Subsidiaries to maintain, in accordance with Mexican GAAP, appropriate reserves for the accrual of any of the same and, if necessary, to guarantee any actual and potential tax liability.

SECTION 5.03. Maintenance of Property; Insurance. (a) Each Obligor shall keep, and shall cause each Consolidated Subsidiary to keep, all property useful and necessary in their business in good working order and condition, ordinary wear and tear excepted.

(b) The Obligors and the Consolidated Subsidiaries shall maintain with financially sound and responsible insurance companies, insurance on all their respective properties in at least such amounts, against at least such risks and with no greater coverage than the one currently maintained, insured against or retained, as the case may be, in Mexico by companies of established repute, engaged in the same or a similar business, and at the Administrative Agent’s request, shall provide information to the Banks in reasonable detail as to the insurance so carried.

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SECTION 5.04. Compliance with Laws. Each Obligor shall comply and shall cause each of its Consolidated Subsidiaries to comply in all material respects with all applicable laws, ordinances, rules, regulations, and requirements of governmental authorities (including, without limitation, all environmental laws, IMSS, INFONAVIT and SAR and the rules and regulations thereunder), except where (i) the need to comply therewith is contested in good faith by appropriate proceedings (and, if necessary, guaranteeing any actual and potential tax liability); and (ii) the failure to so comply could not reasonably be expected to have a material adverse change on the business, consolidated financial position or consolidated results of operations of the Obligors and their Consolidated Subsidiaries or the ability of any Obligor to perform its obligations under the Loan Documents and/or the Loan.

SECTION 5.05. Conduct of Business and Maintenance of Existence. The Borrower shall continue, and shall cause each of its direct and indirect Subsidiaries to continue, to engage in business of the same general type as now conducted by the Borrower and each of its direct and indirect Subsidiaries, and shall preserve, renew and keep in full force and effect, and shall cause each of its direct and indirect Subsidiaries to preserve, renew and keep in full force and effect their respective corporate existences and their respective rights, privileges and franchises necessary or desirable in the normal course of business; provided, that nothing in this Section shall prohibit:

(a) the merger of a Subsidiary of the Borrower into the Borrower or of the Borrower into Grupo Cinemex if, at such time and after giving effect thereto, no Default shall exist or have occurred and be continuing and in the case of a merger of the Borrower into Grupo Cinemex, the resulting entity assumes all the Borrower’s obligations under the Loan Documents and the requirements of Section 5.07 (a) (A) herein are met;

(b) the merger or consolidation of one or more Subsidiaries of the Borrower with or into another Subsidiary of the Borrower if at such time and after giving effect thereto, no Default exists or has occurred and prevails; provided, that with respect to a merger permitted by this paragraph (b) which involves a Subsidiary of the Borrower, the shares of capital stock which are subject to a Pledge Agreement (a “Pledged Subsidiary”), if the surviving entity of such merger is not a Pledged Subsidiary, then prior to or simultaneously with the consummation of such merger, the Borrower shall subject the capital stock shares of a Substitute Subsidiary to the terms of the Pledge Agreement. For purposes of this paragraph (b), the term “Substitute Subsidiary” means a Subsidiary of the Borrower whose attributable portion of Consolidated EBITDA for the four Fiscal Quarters most recently ended is at least equal to the attributable portion of Consolidated EBITDA (for the same period) of the Pledged Subsidiary, whose capital stock shares are no longer subject to the terms of the Pledge Agreement;

(c) the termination of the corporate existence of one or more Subsidiaries of the Borrower or the closing of one or more theaters or a theater complex if the Borrower in good faith determines that such termination or closing is in the best interest of the Borrower and such termination or closing does not affect any Obligor’s ability to perform its obligations under the Loan Documents and/or the Loan Agreement or the Administrative Agent’s or any Bank’s rights under the Loan Documents and/or the Loan Agreement and; provided, that, the corporate existence of a Guarantor or a Subsidiary of the Borrower whose shares are pledged pursuant to

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the Pledge Agreement shall not be terminated except (x) as permitted by paragraph (b) above, or (y) if such Subsidiary is replaced with a Substitute Subsidiary; or

(d) the merger of the Borrower pursuant to Section 5.07.

SECTION 5.06. Inspection of Property, Books and Records. The Obligors shall keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities; and shall permit representatives of any Bank at such Bank’s expense and cost, to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records (unless prohibited by law) and to discuss their respective affairs, finances and accounts with their respective Executive Officers, employees, counsel and independent public accountants, all at such reasonable times and as often as may reasonably be requested; provided, that if an Event of Default has occurred and continues, any visits, inspections, examinations and discussions permitted by this Section 5.06 shall be at the Obligors’ cost and expense.

SECTION 5.07. Mergers Assets Sales. (a) The Borrower shall not consolidate, or merge with or into any other Person; provided, that as long as no Default has occurred and is continuing, (A) the Borrower may merge with or into Grupo Cinemex or any Subsidiary of the Borrower established and existing under the laws of Mexico, (i) if the surviving entity, is a Person other than the Borrower, such Person assumes all the Borrower’s obligations under the Loan Documents by operation of law or pursuant to an agreement satisfactory to the Required Banks; and (ii) immediately after giving effect to such merger, no Default shall have occurred and be continuing; (B) except for a merger of a Subsidiary of the Borrower, in which case the provisions of this paragraph (B) shall not apply, a Person may merge with and into the Borrower as long as (i) within 10 Business Days prior thereto the Borrower notifies the Administrative Agent of such merger, (ii) the Borrower survives such merger, (iii) on a pro forma basis after giving effect to such merger, the Borrower would be in compliance with Sections 5.09 through 5.14 for the four Fiscal Quarters ending immediately prior to such merger, and (iv) immediately after giving effect to such merger, no Default shall have occurred and be continuing and (C) the foregoing restrictions shall not apply to any merger of Grupo Cinemex with Symphony Subsisting Vehicle, S. de R.L. de C.V. or with any other Affiliate owner of shares issued by Grupo Cinemex.

(b) Neither the Borrower, the Guarantors, nor the Operating Subsidiaries shall sell, lease, transfer or otherwise dispose of (including any actions in connection with a Sale and Leaseback Transaction) any of its assets, except for (i) sales and dispositions by the Obligors in the ordinary course of business (including the disposition of recovered assets); (ii) dispositions by the Obligors of obsolete, worn out or surplus property disposed of in the ordinary course of business, (iii) sales, leases, transfers or other dispositions of assets by a Wholly-Owned Subsidiary of the Borrower to any other Wholly-Owned Subsidiary of the Borrower; (iv) sales, leases, transfers or other dispositions of assets by any Wholly-Owned Subsidiary of the Borrower to the Borrower, (v) sales, transfers or dispositions of assets by the Borrower or any of its Consolidated Subsidiaries, provided, that any such sales, transfers or dispositions covered under this clause shall, in the aggregate, during the term of this Agreement, include assets with an aggregate fair market value not to exceed US$20,000,000.00 (Twenty Million Dollars 00/100) or its equivalent amount in Pesos; and (vi) transfers or dispositions of assets by the

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Obligors not otherwise permitted by clauses (i) through (v) above, as long as in exchange for any such transfer or disposition the Obligors receive cash or assets with a fair market value at least equal to the fair market value of the assets transferred or disposed of by such Obligors.

SECTION 5.08. Limitation on Liens. Neither the Borrower nor any Consolidated Subsidiary shall create, assume or suffer to the existence of any Lien on any asset now owned or hereafter acquired by it (including any Liens to guarantee third party obligations), except:

(a) Liens specified on Schedule 5.08;

(b) any existing Liens on any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event;

(c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring, building or improving such asset, provided, that (i) such Lien attaches to such asset concurrently with or within 270 days after such acquisition, building or improvement, and (ii) the aggregate amount of such Liens do not exceed, during the term of the agreement, the amount of US$20,000,000.00 (Twenty Million Dollars 00/100), or its equivalent amount in Pesos;

(d) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary, under the terms of this Agreement and not created in contemplation of such event;

(e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition;

(f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided, that such Debt is not increased and is not secured by any additional assets;

(g) Liens (other than Liens referred to in clause (h) below) arising in the ordinary course of its business which (i) do not secure Debt and (ii) do not secure obligations (or class of obligations having a common cause) in an amount exceeding 20% of the Consolidated EBITDA of the Borrower and its Consolidated Subsidiaries for the preceding four completed Fiscal Quarter period;

(h) any Lien securing taxes, assessments and other government changes, the payment of which (i) is not yet due or (ii) is being contested in good faith by appropriate proceedings, and for which reserves, if required by Mexican GAAP, shall have been created; provided, such contested amount shall not exceed, individually or taken together with all other contested amounts, the amount of US$4,500,000.00 (Four Million Five Hundred Thousand Dollars 00/100) or its equivalent amount in Pesos;

(i) Liens created by the Pledge Agreement;

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(j) Liens created by virtue of a judicial authority, in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full (subject to a customary deductible) by an insurance or bond;

(k) as to a particular property, such easements, boundary limits, agreements or rights of way which do not impair the use of such property for the purpose for which it is held by the owner or lessee thereof;

(l) Liens on any or all of the shares representing the capital stock of Unrestricted Subsidiaries to secure Debt, as long as the amount of Debt incurred would not result in any breach to Sections 5.09 and 5.10;

(m) Liens otherwise not permitted by the foregoing clauses in this Section, securing Debt in an aggregate principal or face amount at any time outstanding not to exceed US$2,000,000.00 (Two Million Dollars 00/100), or its equivalent amount in Pesos; and

(n) Liens, deemed as such, arising from securitization or factoring transactions, as long as, the remedy against the Borrower or the Consolidated Subsidiary, as the case may be, is limited to accounts receivable transferred under the relevant transaction, and not exceeding U.S.$1,000,000.00 (One Million Dollars 00/100), or its equivalent amount in Pesos.

Notwithstanding the foregoing, neither the Borrower nor any of its Consolidated Subsidiaries shall create, assume or cause the existence of any Lien on any Pledged Property pursuant to the Pledge Agreement other than Liens described in clause (i) above.

SECTION 5.09. Total Net Debt/EBITDA Ratio. On the last day of each Fiscal Quarter during the term of this Agreement, determined on a four quarter rolling basis, the Total Net Debt/EBITDA Ratio of the Consolidated Borrower shall not exceed the ratio set forth opposite such period:

Period	Ratio
From the Closing Date through and including August 26, 2005	3.50
From August 26, 2005 through July 26, 2006	3.50
From August 26, 2006 through July 26, 2007	3.25
From August 26, 2007 through July 26, 2008	3.00
From August 26, 2008 through July 26, 2009	3.00

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SECTION 5.10. Total Net Debt/Capital Ratio. On the last day of each Fiscal Quarter during the term of this Agreement, the Total Net Debt/Consolidated Net Worth Ratio of the Consolidated Borrower, considering the last four quarters, shall not exceed the ratio set forth opposite such period:

Period	Ratio
From the Closing Date through and including August 26, 2005	2.00
From August 26, 2005 through July 26, 2006	2.00
From August 26, 2006 through July 26, 2007	2.00
From August 26, 2007 through July 26, 2008	1.75
From August 26, 2008 through July 26, 2009	1.75

SECTION 5.11. Interest Coverage Ratio. On the last day of each Fiscal Quarter, considering the last four quarters rolling basis, the Interest Coverage Ratio shall not be lower than the ratio set forth opposite such period:

Period	Ratio
From the Closing Date through and including August 26, 2005	3.00
From August 26, 2005 through July 26, 2006	3.00
From August 26, 2006 through July 26, 2007	3.00
From August 26, 2007 through July 26, 2008	3.25
From August 26, 2008 through July 26, 2009	3.25

SECTION 5.12. True-Lease/Adjusted Leverage Ratio. On the last day of each Fiscal Quarter during the term of this Agreement, the True-Lease/Adjusted Leverage Ratio of the Consolidated Borrower, considering the last four quarters, shall not be equal to or exceed 5.00.

SECTION 5.13. [Intentionally Omitted]

SECTION 5.14. Minimum Consolidated Net Worth. The Consolidated Net Worth, during the term of this Agreement, shall at no time be lower than MXN$750,000,000.00 (Seven Hundred Fifty Million Pesos 00/100) plus an amount equal to 50% of the Consolidated Net Profits for the immediately preceding Fiscal Year.

SECTION 5.15. Investments. (a) Neither the Borrower, nor its direct or indirect Subsidiaries nor Grupo Cinemex shall make or hold any Investment in any Person, and shall not make any acquisition, other than:

(i) Temporary Cash Investments,

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(ii) Investments in Persons which (1) are Subsidiaries on the date hereof (2) are Guarantors, (3) otherwise are or will become Subsidiaries as a result of such Investment (4) business is related to the Borrower’s line of business,

(iii) any Investments not otherwise permitted by the foregoing clauses of this Section if, immediately after such Investment is made or acquired, the amount of all Investments made pursuant to this clause (iii) during the term of this Agreement does not exceed an amount equal to 6% of the Consolidated EBITDA of the Borrower and its Consolidated Subsidiaries for the preceding completed four Fiscal Quarter period, and

(iv) loans to its Affiliates, other than the one mentioned in the preceding paragraph (ii), on an arms length basis, provided that all the covenants set forth in Section 5 have been complied with. The loans referred to in this paragraph (iv) may only be carried out following the conclusion of month 36 (thirty six), computed as of the date of execution of this Agreement.

(b) Restrictions in paragraph (a) above shall only apply to Grupo Cinemex in respect of funds received by it as distributions or dividends of the Borrower or its direct or indirect Subsidiaries.

SECTION 5.16. Restricted Payments. Neither the Borrower nor Grupo Cinemex nor any Subsidiary may enter into or declare or make any Restricted Payment, except for (1) Restricted Payments, as long as no Event of Default exists; provided that in the event an Event of Default exists, the Borrower may only pay to Grupo Cinemex dividends in an aggregate amount not to exceed US$30,000,000.00 (thirty million Dollars 00/100), as long as such Event of Default continues; (2) Restricted Payments by any Subsidiary to the Borrower; and (3) payments to the employees of Grupo Cinemex or the Borrower under stock option plans for such employees, provided, further that, during the Loan term, such payments in the aggregate shall not exceed 10% of the outstanding capital stock of the Borrower or Grupo Cinemex, as the case may be, on the date the payment or delivery of the relevant shares occurs, and provided, further that any shares included in such stock option plans shall be recently issued snares and not previously existing shares.

SECTION 5.17. Transactions with Affiliates. The Consolidated Borrower shall not directly or indirectly pay any funds to on the account of, make any Investment in, lease, sell, transfer or otherwise dispose in any way whatsoever of any of its assets, tangible or intangible or participate in, or effect any transaction with any Affiliate, unless on an arm’s-length basis in terms at least as favourable for the Consolidated Borrower as could have been obtained from a third party or as otherwise permitted hereunder; provided, that the foregoing provisions of this Section shall not prohibit any Subsidiary from making any Restricted Payments permitted by paragraph (2) of Section 5.16.

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SECTION 5.18. Contingent Liabilities. The Consolidated Borrower shall not directly or indirectly, incur in any contingent obligation or contingent liability exceeding an aggregate amount of US$8,000,000.00 (Eight Million Dollars 00/100), or its equivalent amount in Pesos; provided, however, that the aforementioned restriction shall not apply to (i) contingent liabilities related to advance payments in respect of suppliers’ exclusivity and/or advertising rights and (ii) liabilities resulting from derivatives transactions executed with hedging purposes. Notwithstanding the foregoing, the Obligors shall in no event guarantee or secure any existing or future obligation of any third party to this Agreement or the shareholders thereof.

SECTION 5.19. Use of Proceeds. The proceeds of the Loans granted under this Agreement shall be used by the Borrower exclusively for the Loan Purpose.

SECTION 5.20. Ranking. The Obligors shall ensure that at all times the Obligors’ obligations under the Loan Documents, except as otherwise provided under Section 5, rank at least pari passu with respect to any secured and unsubordinated obligations of the Obligors existing as of the execution date of this Agreement.

SECTION 5.21. Debt with Affiliates. The Borrower shall not enter into any Debt with the Affiliates, except for (i) the Subordinated Debt, (ii) Debt or fees owed by the Borrower, the Guarantors and/or their Subsidiaries, in favour of each other or among them; (iii) trade debt and all payments to be made in the ordinary course of business; and (iv) in addition to paragraphs (i), (ii) and (iii) any Debt by the Borrower with its Affiliates, on an arms length basis and, provided that Guarantees granted with respect to Debt described in this section (iv) shall not be senior to the Guarantees granted in connection with this Agreement and the Loan Agreement and such Debt shall not exceed US$30,000,000.00 (Thirty Million Dollars 00/100).

SECTION 5.22. [Intentionally Omitted].

SECTION 5.23. Capital Expenditures. The Consolidated Borrower shall not incur during any four consecutive Fiscal Quarters, considering the last four quarter expenditures or commitments for expenditures for fixed and other non-current assets, or for replacements, substitutions or additions thereto (other than repairs thereto) (“Capital Expenditures”), in excess of the Capital Expenditures Limit, at the time in which such Capital Expenditures are incurred. Notwithstanding the foregoing, the Consolidated Borrower shall not incur in Capital Expenditures in the event an Event of Default occurs and is continuing. For purposes of the above, Capital Expenditures shall not include the Investments made by the Consolidated Borrower in the acquisition of companies that operate movie theatres or in the acquisition of movie theatres.

SECTION 5.24. Powers of Attorney. The Borrower shall deliver to the Administrative Agent, on the Closing Date, a certificate of incumbency, substantially in terms if Exhibit H hereto, certifying that the relevant officers of each Obligor have all powers of attorney or authorizations necessary to execute this Agreement and the other Loan Documents.

SECTION 5.25. Guarantors. (a) The Borrower shall inform the Administrative Agent of the incorporation of any future Operating Subsidiary, within the following six months of the relevant incorporation. The Borrower shall cause each Subsidiary that is or becomes a new Operating Subsidiary, whether by acquisition, incorporation or otherwise, after the

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Effective Date to: (i) execute and deliver to the Administrative Agent a Subsidiaries’ Agreement substantially in the form of Exhibit D hereto and the Promissory Notes “por aval” (to become a “Guarantor”, and an “Obligor” hereunder); and (ii) deliver such proof of corporate or action, other action, as the case may be, incumbency of officers, legal opinions of counsel and other documents reasonable and consistent with those delivered by each Obligor pursuant to Article 3 on the Closing Date or as the Administrative Agent reasonable requests. The Borrower agrees that all actions required to comply with its commitments under this Section, shall be completed as soon as possible, but in no event later than 45 days after such action is requested to be taken by the Agents and/or the Banks.

(b) During the term of this Agreement and until each and all obligations of the Obligors under the Loan Documents are satisfied, the assets and EBITDA of the Operating Subsidiaries which are Guarantors hereunder shall not represent less than 90% of the total assets and EBITDA of the Consolidated Borrower.

ARTICLE 6

DEFAULTS

SECTION 6.01. Events of Default. If one or more of the following events (“Events of Default”) shall have occurred and be continuing:

(a) the Obligors, fail to pay any principal when due, or any interest, fees or any other amounts payable under the Loan Documents and the Loan Agreement within three Business Days following the payment due of any of such amounts;

(b) any Obligor fails to observe or perform any covenant contained in Sections 5.07 through 5.23 hereof, inclusive, or if it incurs in an Event of Default as stated in the Pledge Agreement and/or the Loan Agreement;

(c) any Obligor fails to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause 6.01(a) or 6.01(b) above) or any other Loan Document and/or the Loan Agreement for 30 days after the Borrower became aware thereof;

(d) any representation, warranty or certification made by any Obligor in any Loan Document or in any certificate, financial statement or other document delivered pursuant to any Loan Document and/or the Loan Agreement proves to have been untrue or misleading in any material respect when made (or deemed made);

(e) the Borrower, its Consolidated Subsidiaries and/or the Guarantors, fail to make one or more payments in respect of Material Financial Obligations when due or after any applicable grace period;

(f) any event or condition occurs which results in the acceleration of the maturity of any Material Debt or enables (or, with the giving of notice), would enable the holder of such Debt or any Person acting on such holder’s behalf to accelerate the maturity thereof or enables any Person to terminate its commitment to provide financing to the Borrower or any Consolidated Subsidiary which would constitute Material Debt;

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(g) the Borrower, the Guarantor or any Material Subsidiary commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to ___ or its debts under any bankruptcy, insolvency procedure (“concurso mercantil”) or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar officer of it or any substantial part of its property, or consents to any such relief or to the appointment of or taking possession by any such officer in an involuntary case or other proceeding commenced against it, or makes a general assignment for the benefit of creditors, or fails generally to pay its debts as they become due, or takes any corporate action to authorize any of the foregoing;

(h) an involuntary case or other proceeding is commenced, against the Borrower or any Guarantor or the Material Subsidiaries seeking liquidation, dissolution, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency procedure (“concurso mercantil”) or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar officer of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against such Borrower, Guarantor or Material Subsidiary under any applicable procedure pursuant to the bankruptcy or insolvency (“concurso mercantil”) laws or any other similar laws as now or hereafter in effect;

(i) judgments or orders for the payment of money shall be rendered against the Borrower, any Guarantor or any Consolidated Subsidiary, in excess of US$2,500,000.00 (Two Million Five Hundred Thousand Dollars 00/100), or its equivalent amount in Pesos, individually or in the aggregate, and such judgments or orders, continue unsatisfied and unstayed for a period of 60 days in the aggregate;

(j) any of the Borrower, the Guarantor or Material Subsidiary fails to pay when due any amount that individually exceeds US$500,000.00 (Five Hundred Thousands Dollars 00/100), or its equivalent amount in Pesos, payable as quotas or other payments with respect to IMSS, INFONAVIT or SAR or a higher amount up to US$1,000,000.00 (One Million Dollars 00/100), or its equivalent amount in Pesos, provided that the relevant Obligor has made the adequate reserves, in accordance with Mexican GAAP;

(k) at any time any obligation of any Obligor under any Loan Document and/or the Loan Agreement for any reason ceases to be in full force and effect, or any Obligor so asserts in writing;

(l) any Lien created by the Pledge Agreement at any time fails to constitute a valid, perfected and first priority Lien on all of the Pledged Property in terms thereof, subject thereto or securing the obligations purported to be secured thereby;

(m) any Governmental Authority has condemned or otherwise expropriated all or any substantial part of the property or other assets of the Borrower, the Guarantors or any Material Subsidiary or of the Borrower’s, the Guarantors’ or Material Subsidiaries’ shares representing the capital stock, or has assumed custody or control of any substantial part of the property or other assets or of the business or operations of any of the Borrower, the Guarantors or Material

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Subsidiaries or any action that would prevent any of the Borrower, the Guarantors or Material Subsidiaries or any of their respective officers from carrying on its business or operations of a substantial part thereof; provided that if any of the foregoing occurs with respect to any Pledged Subsidiary, then the occurrence of such event constitutes an Event of Default, unless simultaneously with or prior to the occurrence of such event the Borrower has granted a pledge on the shares representing the capital stock of a Replacement Subsidiary to the Administrative Agent under the Pledge Agreement;

(n) (i) the Permitted Holders (each, an “Investor”, and collectively, the “Investors”) fail to retain directly or indirectly, collectively or individually, at least 51% of the outstanding voting shares of Grupo Cinemex (or the resulting entity after the merger of Grupo Cinemex with Symphony Subsisting Vehicle, S. de R.L. de C.V. or with any other affiliate owner of shares issued by Grupo Cinemex, as permitted under this Agreement) or of the Borrower, and such failure continues for 90 days, unless (A) such failure results from a public offering of shares of Grupo Cinemex or the Borrower, (B) after such public offering, any of the Investors or the Investors as a group, remain as holders of at least 30% of the outstanding shares of Grupo Cinemex or the Borrower, as the case may be, and (C) no other Person holds more than 20% of the outstanding shares of Grupo Cinemex or the Borrower, as the case may be; or (ii) Grupo Cinemex (or the resulting entity after the merger of Grupo Cinemex with Symphony Subsisting Vehicle, S. de R.L. de C.V. or with any other affiliate owner of shares issued by Grupo Cinemex, as permitted under this Agreement) and/or any of their Affiliates ceases to own, directly or indirectly, the voting shares of the Borrower it owns on the Effective Date, except as a result of a merger of the Borrower with or into Grupo Cinemex permitted pursuant to this Agreement.

then, and in every such event, if requested by the Required Banks, the Administrative Agent shall notify the Borrower that the Loans (together with accrued interest thereon) are declared, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided, that in the case of any of the Events of Default specified in Sections 6.01(g) or 6.01(h) above with respect to any Obligor, and without any notice to the Borrower or any other act by the Administrative Agent or the Banks, all the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and each Guarantor.

ARTICLE 7

AGENTS

SECTION 7.01. Authorization and Action. Each Bank hereby appoints and authorizes the Agents, to take such action as their agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; provided that no Agent shall have any duty or obligation under any Loan Document to which it is not a party. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of the Promissory Notes), the Agents shall not be required to exercise any action, but to refrain from acting (and shall be fully protected in so acting or

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refraining from acting) upon the instructions of the Required Banks, and such instructions shall be binding upon all Banks and all holders of Promissory Notes; provided, however, that the Agents shall not be required to take any action which exposes them to personal liability or which is contrary to this Agreement or the applicable law. The Agents agree to give to each Bank prompt notice of each notice or other reports given to them by the Obligors pursuant to the terms of this Agreement or any other Loan Document.

SECTION 7.02. Appointment of the Administrative Agent. Each of the Banks hereby authorizes and appoints as agent (comisionista) under the terms of Articles 273 and 274 of the Mexican Commerce Code (Código de Comercio) the Administrative Agent to execute, deliver and perform the Pledge Agreement, the Subsidiary Guaranty and any other Loan Document to which such Administrative Agent is a party, as well as any other document, agreement or instrument necessary or convenient for the delivery, perfection, execution and foreclosure of the Collateral Documents and any other collateral or security granted in connection with this Agreement. In addition, the Administrative Agent, is hereby authorized and instructed by the Banks and Agents to:

(a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy (concurso mercantil), reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Obligors or the Pledged Property, the Administrative Agent, (irrespective of whether any of the obligations derived from this Agreement shall then be due and payable) shall be entitled and empowered (but not obligated), by its intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of the obligations owing and unpaid in favour of the Banks and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Administrative Agent (including any claim for the reasonable compensation, disbursements and advances of the Administrative Agent, its agents and counsel) and of Banks and Agents allowed in such judicial proceeding and (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

(b) All rights of action and claims under this Agreement may be prosecuted and enforced by the Administrative Agent, in its own name as Administrative Agent; provided, however, that the Administrative Agent is also hereby appointed as agent for the Banks for this and the other purposes of this Agreement, and the Administrative Agent, may, if necessary under applicable laws, take such action solely as agent for the Banks and the Agents. Any recovery by virtue of a judgment by the Administrative Agent, as the case may be, shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Administrative Agent, (including previously outstanding amounts in respect thereof), its agents and counsel, be for the benefit of the Banks.

SECTION 7.03. Administrative Agent’s Duties: (a) The powers conferred on the Administrative Agent hereunder and under the Pledge Agreement arc solely to protect the Banks’ interest in connection with the Pledged Property and shall not impose any duty upon it to exercise any such powers.

(b) Except for the safe custody of any collateral in its possession and the accounting for moneys received by it hereunder or under the Pledge Agreement or under the Collateral

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Documents, the Administrative Agent shall not have any duty as to any Pledged Property, or as to the taking of any necessary steps to preserve rights against any other rights parties or any other pertaining to any Pledged Property. The Administrative Agent shall be deemed to have exercised appropriate and due care in the custody and preservation of the Pledged Property in its possession if such Pledged Property is accorded treatment substantially equal to that which it accords its own property.

(c) The Administrative Agent and the Banks hereby acknowledge and agree that Articles 279 and 303, of the Mexican Commerce Code shall not apply to the Administrative Agent.

(d) Subject to the receipt by the Administrative Agent, of security or indemnity reasonably satisfactory to it and subject to the terms and conditions of this Agreement, the Required Banks, upon written notice thereof, shall have the right:

(i) to require the Administrative Agent, to enforce this Agreement in accordance with applicable laws, either by judicial proceedings to demand the payment of any and all obligations due to the Banks or the Agents pursuant to this Agreement and the enforcement of the security interests created under this Agreement and any other Loan Document, the sale of the Pledged Property or any part thereof or otherwise; and

(ii) to direct the time, method and place of conducting any proceeding for any remedy available to the Administrative Agent, as the case may be, or to exercise any power conferred upon the Administrative Agent, hereunder or under any other Loan Document to which it is a party; provided that (i) such direction shall not be in conflict with applicable laws, this Agreement or any other Loan Document and (ii) the Administrative Agent, as the case may be, may take any other action incidental to carrying out any direction received pursuant to this Article 7.

SECTION 7.04. Acceptance of Pledged Property. The Administrative Agent agrees to accept the Pledged Property to be received or held by it, pursuant to the terms of this Agreement or any other Loan Document. The Administrative Agent shall hold and safeguard any Pledged Property delivered to it during the term of this Agreement or any other Loan Document, as specified herein or therein and shall hold such Pledged Property in accordance with the provisions of this Agreement or such other Loan Document, as the case may be.

SECTION 7.05. Duties. The duties of the Agents shall be mechanical and administrative in nature, and the Administrative Agent shall not have by reason of this Agreement or other Loan Document a fiduciary relationship in respect of any Bank.

SECTION 7.06. Agents and Affiliates. Banco Inbursa, S.A., Institution de Banca Multiple, Grupo Financiero Inbursa, and Scotiabank Inverlat, S.A., Institution de Banca Multiple, Grupo Financiero Scotiabank Inverlat shall have the same rights and powers under the Loan Documents as any other Bank and may exercise or refrain from exercising the same as though they were not the Agents or an Affiliate of the Agents, and they and their Affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower, any of its Consolidated Subsidiaries or Affiliate of the Borrower, including Grupo Cinemex, as if they were not the Agents hereunder.

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SECTION 7.07. Action by the Agents. The obligations of the Agents hereunder are only those expressly set forth herein. Without limiting the generality of the foregoing the Agents shall not be required to take any action with respect to any Default, except as expressly provided in Article 6.

SECTION 7.08. Consultation with Experts. The Agents may consult with legal counsel (who may be counsel for any Obligor), independent public accountants and other experts selected by them and shall not be liable for any action taken or omitted to be taken by them in good faith in accordance with the advice of such counsel, accountants or experts.

SECTION 7.09. Agents’ Liability. Neither the Agents nor any of their Affiliates or any of their respective directors, officers, agents, advisors or employees shall be liable for any action taken or not taken by them in connection herewith (i) with the consent or at the request of the Required Banks or (ii) in the absence of their own gross negligence or wilful misconduct. Neither the Agents nor any of their Affiliates or any of their respective directors, officers, agents, advisors or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with the Loan Documents or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any Obligor, (iii) the satisfaction of any condition specified in Article 3; or (iv) the validity, effectiveness or genuineness of any Loan Document or any other written instrument or document furnished in connection herewith or therewith. The Agents shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other written document (which may be a bank wire, telex, facsimile transmission or similar writing) believed by such Agents to be genuine or to be signed by the proper party or parties.

SECTION 7.10. Indemnification. Each Bank shall, ratably in accordance with the respective portion of the principal amount of the Loan then owing to them (or if the Loan is not outstanding, ratably according to the respective amount of their Commitments), indemnify the Agents, their Affiliates and their respective directors, officers, agents and employees (collectively, the “Indemnified Parties”, and individually, an “Indemnified Party”) (to the extent not reimbursed by any Obligor) against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against any Indemnified Party in any way relating to or arising from the Loan Documents, or any action taken or omitted by each Agent under the Loan Documents, provided, that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any Indemnified Party’s gross negligence or wilful misconduct. Without limiting the foregoing, each Bank agrees to reimburse the Agents promptly upon demand for their ratable share of unpaid fees owing to the Agents and any out-of-pocket expenses (including counsel fees) incurred by each of such Agents and their Affiliates, in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under any Loan Document, to the extent that the Agents are not paid such fees, or the Agents or any such Affiliate is not reimbursed for such expenses, by the Borrower.

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SECTION 7.11. Credit Decision. Each Bank acknowledges that __ has independently and without reliance upon the Agents or other Banks, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Bank also acknowledges that it will, independently and without reliance upon the Agents or other Banks, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under the Loan Documents.

SECTION 7.12. Successor Agents; Other Agents. The Agents may resign at any time by giving notice thereof to the Banks and the Borrower. Upon any such resignation, the Required Banks shall have the right to appoint a successor to the Agents with the Borrower’s consent, which consent shall not be unreasonably be withheld. If no successor to the Agents shall have been so appointed by the Required Banks, and the successors have not accepted such appointment, within 30 days after the retiring Agent gives notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor, which shall be a commercial bank organized or licensed under the laws of Mexico, and having a combined capital and surplus of at least MXP$1,000,000,000.00 (One Billion Pesos 00/100). Upon the acceptance of its appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent’s resignation hereunder, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent.

SECTION 7.13. Fees. The Borrower shall pay to the Agents for their own account fees in the amounts and at the times set forth in the Fee Letters.

ARTICLE 8

CHANGE IN CIRCUMSTANCES

SECTION 8.01. Substitute Interest Rate. In the event, and to the extent, that on the Expiration Date of the Interest Rate or the Default Rate, the TIIE Rate is not published, may not be determined by any reason, whatsoever, or if such rate ceases to exist, the rate published by Banco de Mexico as a substitute rate for the TIIE Rate shall apply in substitution of the TIIE Rate (the “Substitute Interest Rate”), provided that when the inability to determine the applicable TIIE Rate is temporary, the Substitute Interest Rate shall only apply to the period or periods in which such TIIE Rate may not be determined.

If no rate is published by Banco de Mexico as a substitute rate for the TIIE Rate, then the Substitute Interest Rate shall be the rate equivalent to: (A) in case of the Interest Rate, the sum of (i) the rate of the 28-day Treasury Bills (CETES), published the following day by Banco de Mexico in its official website (the “CETE Rate”); plus (ii) 2 percentage points; plus (iii) the applicable Margin; and (B) in case of the Delinquent Interest Rate, the sum of (i) 150% of the CETE Rate plus 2 percentage points; plus (ii) the Margin.

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In the event that Banco de Mexico, does not publish either a substitute rate for the TIIE Rate or a CETE Rate, the Administrative Agent, shall agree, in good faith, in writing with the Borrower, the applicable Substitute Interest Rate; provided however that: (i) from the date in which the TIIE Rate or the CETE Rate, as the case may be, ceases to be published until the date in which the relevant substitute rate is published, the TIIE Rate is re-published or the parties agree on the applicable substitute interest rate, the Substitute Interest Rate shall be the interest rate applicable to the immediate preceding Interest Period; (ii) if the TIIE Rate cases to be published for a period exceeding 30 days, and in such period Banco de Mexico does not publish a substitute interest rate or the CETE Rate, and the Borrower and the Administrative Agent have not reached an agreement as to the applicable substitute interest rate, then the applicable interest rate shall be the highest market interest rate in effect, authorized to the Administrative Agent by Banco de Mexico or the competent authority replacing Banco de Mexico, which shall be promptly notified to the Borrower by the Agent; and (iii) any interest rate determined pursuant to (i) and (ii) above, shall cease to apply when Banco de Mexico publishes again the TIIE Rate, its substitute rate or the CETE Rate.

SECTION 8.02. Illegality. If, after the date of this Agreement, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, shall make it unlawful or impossible for any Bank (or its Applicable Lending Office) to make, maintain or fund its Loans, each Bank shall use reasonable efforts consistent with its internal policy and legal and regulatory restrictions and as long as such efforts would not be disadvantageous to it, as reasonably determined in its sole discretion, to designate a different Applicable Lending Office if the making of such a designation would permit such Bank to maintain or fund its Loans. In case that the Bank’s efforts, as provided herein, do not permit it to make, maintain or fund its Loan and such requirement of law or such interpretation or application thereof by a competent Governmental Authority shall so mandate, such Bank shall so notify the Agents describing in reasonable detail the relevant provisions of such requirement of law or such interpretation or application thereof by a competent Governmental Authority, and such Loan shall be prepaid by the Borrower on or before the twentieth Business Day after the date of receipt by the Borrower of such notice, together with all accrued interest thereon and any amounts applicable to such prepayment (unless actions taken pursuant to this paragraph shall make such prepayment unnecessary); provided, however, that if it is lawful for such Bank to maintain its Loan through the last day of the applicable Interest Period, such payment shall be made on such date. Any payment under this Section 8.02 shall be applied in strict order of maturity to the following Scheduled Payment.

SECTION 8.03. Increased Cost and Reduced Return. (a) If, after the date hereof, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, shall: (i) impose, modify or deem applicable any reserve, special deposit,

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insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or the Applicable Lending Office) or any other acquisition of funds by, the Applicable Lending Office of such Bank, or (ii) impose on such Bank any other condition, and the result of any of the foregoing is to increase the cost to such Bank, by an amount which such Bank reasonably deems to be material, of making or maintaining its Loan or to reduce any amount receivable under this Agreement or under its corresponding Promissory Note; then, in any such case, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower or any Guarantor shall pay to such Bank such additional amount or amounts to compensate such Bank for such increased cost or reduction.

(b) If after the date hereof, the adoption of any applicable law, rule or regulation or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Bank (or the Applicable Lending Office) of any request or directive of any such authority, central bank or comparable agency (whether or not having the force of law), has or would have the effect of reducing the rate of return on capital of such Bank as a consequence of such Bank’s obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower or any Guarantor shall pay to such Bank such additional amounts to compensate such Bank for such reduction.

(c) Each Bank shall promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, entitles such Bank to compensation pursuant to this Section and shall designate a different Applicable Lending Office if such designation avoids the need for, or reduce the amount of, such compensation and shall not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

In any of the events set forth in paragraphs (a), (b) and (c) above, the Borrower may prepay the Loan, in which case Section 2.05 and Section 2.08 herein shall not apply, provided that in the case such prepayment is made after the legal provision becomes effective and/or any of the terms granted for its fulfillment, the Borrower shall pay the additional amount to which this Section refers to, for the period comprised from the date in which the legal provision becomes effective and/or any of the terms granted for its fulfillment, until the corresponding payment is received.

SECTION 8.04. Taxes. (a) For the purposes of this Section 8.04, the following terms shall have the following meanings:

“Taxes” means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings with respect to any payment by the Obligors pursuant to this Agreement or under any other Loan Document, and all liabilities with respect thereto (including interest, penalties and expenses) but excluding withholding tax retentions.

37

Translation from Spanish

[SEAL]

“Other Taxes” means any present or future taxes or similar charges or levies, which arise from any payment made pursuant to this Agreement or under any other Loan Document or from the execution or delivery, registration or enforcement of, or otherwise with respect to, Agreement or any other Loan Document, but excluding withholding tax retentions.

(b) The Borrower and Guarantors agree that any and all payments by any Obligor to or for the account of any Bank or the Administrative Agent hereunder or under any other Loan Document shall be made without deduction of any Taxes or Other Taxes; provided, that if such Obligor is required by law to deduct any Taxes or Other Taxes from any such payments, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 8.04) such Bank or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Obligor shall make such deductions, (iii) such Obligor shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) such Obligor shall furnish to the Administrative Agent, at its address referred to in Section 9 01, the original or a certified copy thereof evidencing payment, within 45 days of the payment.

(c) The Borrower agrees to indemnify each Agent for the full amount of Taxes and Other Taxes (including, without limitation, any Taxes or Other Taxes imposed or asserted by any Mexican jurisdiction on amounts payable under this Section 8.04) paid by such Bank or Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. This indemnification shall be paid within 15 days after such Bank or Agent (as the case may be) makes demand therefore.

(d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower in this Section 8.04 shall survive the payment in full of principal and interest hereunder and under the Promissory Notes until the expiration of the statute of limitations applicable to the payment of Taxes under this Section 8.04.

(e) No Bank shall be under the obligation to pass on to the Borrower any of the benefits that may accrue to it pursuant to this Section 8.04.

(f) This Section 8.04 does not include in any case, withholding taxes payable by the Banks on their taxable income.

ARTICLE 9

MISCELLANEOUS

SECTION 9.01. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including bank wire, facsimile transmission or similar writing) and shall be given to such party: (a) in the case of the Obligors and the Agents, at their address or facsimile number set forth on the signature pages hereof; (b) in case of any new Operating Subsidiary that becomes a Guarantor, at the address or facsimile number set forth on the relevant Subsidiaries’ Agreement; (c) in the case of any Bank, at its address or facsimile number set forth on Schedule 1 hereto; or (d) in the case of any party at such other address or facsimile number as such party may hereafter specify for the purpose by notice to the

38

Translation from Spanish

[SEAL]

Administrative Agent and the Borrower. Each such notice, request or other communication shall be effective (i) if given by facsimile, when transmitted to the facsimile number specified on Schedule 1 and confirmation of receipt is received or (ii) if given by any other means, when delivered at the address specified in Schedule 1; provided, that notices to the Agents under Article 2, Article 6 or Article 8 shall not be effective until received.

SECTION 9.02. No Waiver. No failure or delay by the Agents or any Bank in exercising any right, power or privilege hereunder or under any Loan Documents shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

SECTION 9.03. Borrower’s and Guarantors’ Joint and Several Obligations. The Borrower’s and Guarantors’ obligations under this Agreement and all other Loan Documents are joint and several obligations of such parties as primary Obligors for all obligations in full, including but not limited to, all payment obligations hereunder (regardless of any reference to a specific payor in respect of a given obligation). The Borrower and Guarantors hereby irrevocably and unconditionally waive any light they may now or hereafter have under any laws now or hereafter existing (i) to have the Banks and/or the Agents undertake collection against them in any particular order, (ii) to any diligence, presentment, protest, demand or judicial demand for payment and notice of default or non-payment to or upon the Borrower and Guarantors, and (iii) to any deferment, stay or release with regard to the obligations under this Agreement and all other Loan Documents by virtue of any deferment, stay or release granted in connection therewith to any party hereto.

The Guarantors hereby represent and acknowledge that based on the business, corporate, legal and financial relations they maintain with the Borrower, it is in their best interest to enter into this Agreement as joint and several obligors of the Borrower regarding all of the Borrower’s obligations hereunder and to subscribe as avales any Promissory Notes derived from this Agreement.

SECTION 9.04. Expenses; Indemnification. (a) The Borrower and/or Guarantors shall pay (i) all reasonable and documented out-of-pocket expenses of the Agents, including reasonable and documented fees and disbursements of special counsel for the Agents, in connection with the preparation and administration of the Loan Documents, any waiver or consent thereunder all according with and subject to the amount limitations set forth in the Commitment Documents, or any amendment thereof or any Default or alleged Default thereunder and (ii) if an Event of Default occurs, all reasonable and documented out-of-pocket expenses incurred by the Agents and each Bank including (without duplication) the reasonable and documented fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with such Event of Default and collection, bankruptcy, insolvency procedure and other enforcement proceedings resulting therefrom.

(b) The Borrower and/or Guarantors agree to indemnify the Agents and each Bank, their respective Affiliates and the respective directors, officers, agents and employees of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and

39

Translation from Spanish

[SEAL]

all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, settlement costs and the reasonable and documented fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened, relating to or arising from the Loan Documents, the syndication activities of the Indemnitees or any actual or proposed use of proceeds of Loans hereunder; provided, that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee’s own gross negligence (culpa) or wilful misconduct (dolo) as determined by a court of competent jurisdiction.

SECTION 9.05. Shared of Set-offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the outstanding amount of principal and interest then due with respect to the portion of its Loan which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to the portion of the Loans held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the portion of the Loan held by the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the portion of the Loan held by the Banks shall be shared by the Banks pro rata; provided, that nothing in this Section shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower and/or Guarantors other than its indebtedness in respect of the Loan. The Borrower and Guarantors agree, to the fullest extent they may effectively do so under applicable law, that any Bank or holder of a participation in the Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to its Loan or participation, as fully as if such Bank or holder of a Loan or participation were a direct creditor of the Borrower and/or Guarantors in the amount of such participation.

SECTION 9.06. Amendments and Waivers; Release of Pledged Property. Any provision of this Agreement or the Promissory Notes may be amended or waived if, but only if, such amendment or waiver is made in writing and is signed by the Borrower, the Guarantors, and the Required Banks (and, if the rights or duties of the Agents are affected thereby, by the Agents); provided, that no such amendment or waiver shall, unless signed by all the Banks, (i) increase or decrease the Commitment of any Bank (except for a ratable decrease in the Commitments of all Banks) or subject any Bank to any additional obligation, (ii) reduce the principal of or rate of interest on the Loan, or any fees hereunder, (iii) postpone the Expiration Date or the date fixed for any payment of principal of or interest on the Loan or any fees hereunder, or for any reduction or termination of any Commitment, or (iv) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loan, or the number of Banks, which shall be required for the Banks or any of them, to take any action under this Section or any other provision of this Agreement. Any provision of the Collateral Documents may be amended or waived if, but only if, such amendment or waiver is made in writing and is signed by the relevant Obligor, the Administrative Agent and the Syndication Agent with the Required Banks’ consent; provided, that, except as otherwise provided in the Pledge Agreement (pursuant to which no consent of the Required Banks shall be required), no such amendment or waiver shall, unless signed by all the Banks, effect or permit a release of all

40

Translation from Spanish

[SEAL]

or substantially all the Pledged Property or release any Guarantor from its obligations under the Subsidiaries’ Agreement; provided, further, that no such amendment or waiver shall, unless signed by the Required Banks, waive the occurrence of the Event of Default set forth in Section 6.01(n) hereof or amend Section 6.01(n) hereof.

SECTION 9.07. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, it being understood that neither the Borrower nor the Guarantors may assign or otherwise transfer any of their rights under this Agreement without the prior written consent of all Banks.

(b) Any Bank may at any time grant to one or more Banks or other institutions (each a “Participant”) participating interests in its Commitment or any or all of its Loans; provided, that the relevant participation does not imply additional costs to the Borrower. If a Bank grants any such participating interest to a Participant, whether or not upon notice to the Borrower and the Administrative Agent, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrower and the Agents shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. Any agreement pursuant to which any Bank giants such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided, that such participation agreement may provide that such Bank shall not agree to any modification, amendment or waiver of this Agreement relating to changes in any fees hereunder, or the principal of or term of or rate of interest on any Loan, without the prior Participant’s consent. The Borrower agrees that each Participant shall, to the extent provided in its participation agreement, be entitled to the benefits of Article 8 with respect to its participating interest. An assignment or other transfer which is not permitted by Section 9.07(c) or (d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this Section 9.07(b).

(c) Any Bank may at any time assign to one or more banks or other institutions (each an “Assignee”) (provided, that the relevant assignment does not imply additional costs to the Borrower all, or a proportionate part (such portion to comprise an aggregate outstanding amount not less than the equivalent amount of MXP$10,000,000.00 (Ten Million Pesos 00/100), and shall be an integral multiple of the equivalent amount of MXP$5,000,000.00 (Five Million Pesos 00/100), in excess thereof) of its rights and obligations under this Agreement and the other Loan Documents including the Promissory Notes, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and such transferor Bank, with and subject to the subscribed consent of the Borrower, (which consent shall not be unreasonably withheld), in such case, upon the consummation of any assignment pursuant to this Section 9.07(c), the transferor Bank, the Administrative Agent, the Syndication Agent and the Borrower shall make appropriate arrangements so that, promptly upon such Assignee’s request and subject to exchange of the relevant assignor’s Promissory Note, a new Promissory Note be issued to the Assignee with an appropriately adjusted principal amount, and dated the effective date of the applicable assignment (together with a “por aval” guarantee, executed and delivered by the Guarantors), in each instance evidencing such Bank’s

41

Translation from Spanish

[SEAL]

Loan, in substantially the form of Exhibit C. Provided, however, that (i) if an Assignee is an Affiliate of such transferor Bank or was a Bank immediately prior to such assignment or (ii) such assignment is mandatory by operation of law, no such consent signed by the Borrower shall be required. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Assignee, such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank, to the extent that rights and obligations hereunder have been assigned to it, and the transferor Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. In connection with any such assignment, the transferor Bank shall pay to the Administrative Agent an administrative fee for processing such assignment.

(d) Notwithstanding Section (c) above, any Bank may at any time assign all or any portion of its rights under this Agreement and its Promissory Note without Borrower’s approval or consent but prior written notice to the Borrower at least 5 Business Days prior to such assignment, in case that a Default occurs and is continuing, provided that: (i) such assignment is made to another financial institution that is willing to represent, and represents, to the assignor to the Bank and to the Borrower, that in respect of the relevant assignment it is not acting on behalf of any company or entity, directly or indirectly 30% (thirty per cent) or more of the revenues of which are derived from the motion picture exhibition business, or mandated by such entity to purchase the Loan, and (ii) that no additional costs to the Borrower shall result from such assignment. In such case, the Borrower shall, at the Administrative Agent’s request, execute and deliver to any bank that becomes a Bank by assignment after the Effective Date, promptly upon such Assignee’s request and subject to exchange of the relevant assignor’s Promissory Note for a new Promissory Note with an appropriately adjusted principal amount, a single Promissory Note dated the effective date of the applicable Assignment and Assumption Agreement (together with a “por aval” guarantee, executed and delivered by the Guarantors), in each case evidencing the Loans of such Bank, in substantially the form of Exhibit C.

(e) No Assignee, Participant or other transferee of any Bank’s rights shall be entitled to receive any greater payment under Section 8.03 or 8.04 than such Bank would have been entitled to receive with respect to the rights transferred, unless such transfer is an assignment made with the Borrower’s prior written consent.

SECTION 9.08. [Intentionally Omitted].

SECTION 9.09. Governing Law; Jurisdiction. (a) This Agreement and each Promissory Note shall be governed by and construed in accordance with the laws of Mexico.

(b) Each of the parties hereto irrevocably submits to the jurisdiction of the competent courts of Mexico City, for purposes of all legal proceedings arising out of or relating to the Loan Documents. Each party hereto irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such proceeding brought in such court has been brought in an inconvenient forum.

42

Translation from Spanish

[SEAL]

SECTION 9.10. Counterparts; Integration; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement constitutes the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective upon receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to them of telegraphic, telex, facsimile or other written confirmation from such party of execution of a counterpart hereof by such party).

SECTION 9.11. [Intentionally Omitted]

SECTION 9.12. Waiver of Immunity. To the extent that any of the Obligors has or hereafter may be entitled to claim or may acquire, any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, or otherwise) with respect to itself or its property, the Obligors hereby irrevocably waive such immunity in respect of their obligations hereunder and under other Loan Documents to the extent permitted by applicable law and, without limiting the generality of the foregoing, agree that the waivers set forth in this Section shall be effective to the fullest extent now or hereafter permitted.

SECTION 9.13. Language. The Loan Documents shall be delivered and executed in Spanish language.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

43

Translation from Spanish

[SEAL]

IN WITNESS WHEREOF, the parties hereto execute this Agreement through their respective authorized officers as of the day and year first above written.

Cadena Mexicana de Exhibición, S.A. de C. V.

By:	Miguel Ángel Dávila Guzmán
Title:	Attorney-in Fact
Address:	Boulevard Manuel Ávila Camacho
	No. 40, piso 16
	Col. Lomas de Chapultepec
	11000 México, D.F.
Attention:	Miguel Ángel Dávila Guzmán
Facsimile:	5201 5813
Telephone:	5201 5800
By:	Luis Gabriel Hernández Artigas
Title:	Attorney-in Fact
Address:	Boulevard Manuel Ávila Camacho
	No. 40, piso 16
	Col. Lomas de Chapultepec
	11000 México, D.F,
Attention:	Luis Gabriel Hernández Artigas
Facsimile:	5201 5813
Telephone:	5201 5800

44

Translation from Spanish

[SEAL]

Cinemex Altavista, S.A. de C.V.; Cinemex Polanco, S.A. de C.V.; Cinemex Santa Fe, S.A. de C.V.; Cinemex Loreto, S.A. de C.V.; Cinemex Los Reyes, S.A. de C.V.; Cinemex Masary_, S.A. de C.V., Cinemex Manacar, S.A. de C.V.; Cinemex Perinorte, S.A. de C.V.; Cinemex Metepec, S.A. de C.V.; Cinemex Galerías, S.A. de C.V.; Cinemex Ecatepec, S.A. de C.V.; Cinemex San Mateo, S.A. de C.V.; Arrendadora Inmobiliaria Cinematográfica, S.A. de C.V.; Cinemex Universidad, S.A. de C.V.; Cinemex Coapa, S.A. de C.V.; Cinemex Cuicuilco, S.A. de C.V.; Cinemex Palacio Chino, S.A. de C.V.; Cinemex Real, S.A. de C.V.; Cinemex Ticomán, S.A. de C.V.; Cinemex Mundo E, S.A. de C.V.; Cinemex Legaria, S.A. de C.V.; Cinemex WTC, S.A. de C.V.; Cinemex Diana, S.A. de C.V.; Cinemex Palomas, S.A. de C.V.; Cinemex Plaza Sur, S.A. de C.V.; Cinemex Zaragoza, S.A. de C.V.; Cinemex Plaza Insurgentes, S.A. de C.V.; Cinemex Iztapalapa, S.A. de C.V.; Cinemex Cuahutémoc, S.A. de C.V.; Cinemex Toluca II, S.A. de C.V.; Cinemex Coacalco, S.A. de C.V.; Cinemex Misterios, S.A. de C.V.; Cinemex San Antonio, S.A. de C.V. y Cinemex Aragón, S.A. de C.V.

By:	Miguel Ángel Dávila Guzmán
Title:	Attorney-in Fact
Address:	Boulevard Manuel Ávila Camacho
	No. 40, piso 16
	Col. Lomas de Chapultepec
	11000 México, D.F.
Attention:	Miguel Ángel Dávila Guzmán
Facsimile:	5201 5813
Telephone:	5201 5800
By:	Adolfo Fastlicht Kurián
Title:	Attorney-in Fact
Address:	Boulevard Manuel Ávila Camacho
	No. 40, piso 16
	Col. Lomas de Chapultepec
	11000 México, D.F.
Attention:	Adolfo Fastlicht Kurián
Facsimile:	5201 5813
Telephone:	5201 5800

45

Translation from Spanish

[SEAL]

Grupo Cinemex, S.A. de C.V.

By:	Miguel Ángel Dávila Guzmán
Title:	Attorney-in Fact
Address:	Boulevard Manuel Ávila Carnacho
	No. 40, piso 16
	Col. Lomas de Chapultepec
	11000 México, D.F.
Attention:	Miguel Ángel Dávila Guzmán
Facsimile:	5201 5813
Telephone:	5201 5800
By:	Luis Gabriel Hernández Artigas
Title:	Attorney-in Fact
Address:	Boulevard Manuel Ávila Carnacho
	No. 40, piso 16
	Col. Lomas de Chapultepec
	11000 México, D.F.
Attention:	Luis Gabriel Hernández Artigas
Facsimile:	5201 5813
Telephone:	5201 5800

46

Translation from Spanish

[SEAL]

Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa as Administrative Agent, Documentation Agent, Collateral Agent, Bookrunner and Lead Arranger

By:
Name:
Title:	Attorney-in Fact

By:
Name:
Title:	Attorney-in Fact

47

Translation from Spanish

[SEAL]

Scotiabank Inverlat, S.A., Institución de Banca Multiple, Grupo Financiero Scotiabank Inverlat, as Syndication Agent.

By:
Name:
Title:	Attorney-in Fact

By:
Name:
Title:	Attorney-in Fact

Address:	Boulevard Manuel Ávila Camacho
	No. 1, 11560
	México, D.F.
Attention:
Facsimile:	5229 2337
Telephone:	5229 2053

The undersigned, Maria Catalina Quintanilla Ramos, expert translator, appointed as expert translator by the Superior Court of Justice of the Federal District, do hereby certify that the within and foregoing is a true translation of the document in Spanish. Mexico City, Mexico, September 28th., 2004.

[SEAL]

48

EX-10.5

Exhibit 10.5

EXECUTION COPY

SUBSIDIARY GUARANTY

Dated as of July 30, 2004

From

THE GUARANTORS NAMED HEREIN

And

THE ADDITIONAL GUARANTORS REFERRED TO HEREIN

as Guarantors

in favor of

THE SECURED PARTIES REFERRED TO IN

THE CREDIT AGREEMENT REFERRED TO HEREIN

Table of Contents

		Page
Section 1.	Guaranty; Limitation of Liability	1
Section 2.	Guaranty Absolute	2
Section 3.	Waivers and Acknowledgments	3
Section 4.	Subrogation	4
Section 5.	Payments Free and Clear of Taxes, Etc.	5
Section 6.	Covenants	5
Section 7.	Amendments, Release of Guarantors, Etc.	5
Section 8.	Guaranty Supplements	6
Section 9.	Notices, Etc.	6
Section 10.	No Waiver; Remedies	6
Section 11.	Right of Set-off	6
Section 12.	Continuing Guaranty; Assignments under the Credit Agreement	7
Section 13.	Execution in Counterparts	7
Section 14.	Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.	7
Exhibit A – Guaranty Supplement

i

SUBSIDIARY GUARANTY

SUBSIDIARY GUARANTY dated as of July 30, 2004 (the “Guaranty”) made by the Persons listed on the signature pages hereof under the caption “Subsidiary Guarantors” and the Additional Guarantors (as defined in Section 8) (such Persons so listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, a “Guarantor”) in favor of the Secured Parties (as defined in the Credit Agreement referred to below).

PRELIMINARY STATEMENT

LCE Acquisition Corporation, a Delaware corporation (to be merged with and into Loews Cineplex Entertainment Corporation, a Delaware corporation; the “Company”), Grupo Cinemex, S.A. de C.V., a Mexican corporation (“Cinemex”) and Cadena Mexicana de Exhibición, S.A. de C.V., a Mexican corporation (together with Cinemex, the “Mexican Borrowers”; the Mexican Borrowers and the Company being referred to collectively as the “Borrowers”) are parties to a Credit Agreement dated as of July 30, 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) with LCE Holdco, LLC, a Delaware limited liability company (“Holdings”), certain Lenders party thereto, Citicorp North America, Inc., as the L/C Issuer, the Swing Line Lender and the Administrative Agent, and the other Agents named therein. Each Guarantor may receive, directly or indirectly, a portion of the proceeds of the Loans under the Credit Agreement and will derive substantial direct and indirect benefits from the transactions contemplated by the Loan Documents and the Secured Hedge Agreements (together with all instruments, agreements or other documents evidencing the Cash Management Obligations, the “Finance Documents”). It is a condition precedent to the making of Loans and the issuance of Letters of Credit by the Lenders under the Credit Agreement and the entry by the Hedge Banks into Secured Hedge Agreements from time to time that each Guarantor shall have executed and delivered this Guaranty.

NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make Loans and to issue Letters of Credit under the Credit Agreement and the Hedge Banks to enter into Secured Hedge Agreements from time to time, each Guarantor, jointly and severally with each other Guarantor, hereby agrees as follows:

Section 1. Guaranty; Limitation of Liability, (a) Each Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees the punctual payment, whether at scheduled maturity or by acceleration, demand or otherwise, of all Obligations of each Loan Party and each other Restricted Subsidiary which is an obligor with respect to the Cash Management Obligations (each, an “Obligor”) now or hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty or any other Loan Document (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent). Without

limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Obligor to any Secured Party under or in respect of the Finance Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Obligor.

(b) Each Guarantor, and by its acceptance of this Guaranty, the Administrative Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law (as hereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Secured Parties and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means any proceeding of the type referred to in Section 8.0 1(f) of the Credit Agreement or Title 11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors.

(c) Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Secured Party under this Guaranty, the Holdings Guaranty, the Company Guaranty or any other guaranty, such Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor and Holdings so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Finance Documents.

Section 2. Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Finance Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection, that the Obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Obligor under or in respect of the Finance Documents, and that a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Company or any other Obligor or whether the Company or any other Obligor is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives to the fullest extent permitted by applicable law any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:

(a) any lack of validity or enforceability of any Finance Document or any agreement or instrument relating thereto;

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Obligor under or in

2

respect of the Finance Documents, or any other amendment or waiver of or any consent to departure from any Finance Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Obligor or any of its Subsidiaries or otherwise;

(c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;

(d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Obligor under the Finance Documents or any other assets of any Obligor or any of its Subsidiaries;

(e) any change, restructuring or termination of the corporate structure or existence of any Obligor or any of its Subsidiaries;

(f) any failure of any Secured Party to disclose to any Obligor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Obligor now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information);

(g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or

(h) any other circumstance or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Obligor or any other guarantor or surety.

This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Company or any other Obligor or otherwise, all as though such payment had not been made.

Section 3. Waivers and Acknowledgments. (a) Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Obligor or any other Person or any Collateral.

(b) Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.

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(c) Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Obligors, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of such Guarantor hereunder.

(d) Each Guarantor acknowledges that the Administrative Agent may, in accordance with the Loan Documents, without notice to or demand upon such Guarantor and without affecting the liability of such Guarantor under this Guaranty, foreclose under any mortgage by nonjudicial sale, and each Guarantor hereby waives any defense to the recovery by the Administrative Agent and the other Secured Parties against such Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law.

(e) Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of any Secured Party to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Obligor or any of its Subsidiaries now or hereafter known by such Secured Party.

(f) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Finance Documents and that the waivers set forth in Section 2 and this Section 3 are knowingly made in contemplation of such benefits.

(g) The waivers of the Guarantors set forth in this Section 3 are made to the fullest extent permitted by applicable law.

Section 4. Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Company, any other Obligor or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty or any other Finance Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Secured Party against the Company, any other Obligor or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, any other Obligor or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Letters of Credit shall have been cash collateralized or otherwise back-stopped, in each case, on terms reasonably satisfactory to the Administrative Agent, or shall have expired or been terminated, and the Commitments shall have expired or been terminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the Maturity Date of the Term Loan Facility and (c) the latest date of cash

4

collateralization or other back-stop, in each case, on terms reasonably satisfactory to the Administrative Agent, or expiration or termination of all Letters of Credit, such amount shall be received and held in trust for the benefit of the Secured Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Finance Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising. If (i) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (ii) the Maturity Date of the Term Loan Facility shall have occurred and (iii) all Letters of Credit shall have been cash collateralized or otherwise back-stopped, in each case, on terms reasonably satisfactory to the Administrative Agent, or shall have expired or been terminated, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Section 5. Payments Free and Clear of Taxes, Etc. Any and all payments by any Guarantor under this Guaranty or any other Loan Document shall be made free and clear of and without deduction for any and all present or future Taxes, to the extent required by the provisions of Article 3 of the Credit Agreement applicable to a Borrower thereunder.

Section 6. Covenants. Each Guarantor covenants and agrees that, so long as any part of the Guaranteed Obligations shall remain unpaid, any Letter of Credit shall be outstanding and not cash collateralized or otherwise back-stopped on terms reasonably satisfactory to the Administrative Agent or any Lender shall have any Commitment, such Guarantor will perform and observe, and cause each of its Subsidiaries to perform and observe, all of the terms, covenants and agreements set forth in the Loan Documents on its or their part to be performed or observed or that the Company has agreed to cause such Guarantor or such Subsidiaries to perform or observe.

Section 7. Amendments, Release of Guarantors, Etc. No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent and the Guarantors (with the consent of the requisite number of Lenders specified in the Credit Agreement) and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. A Guarantor shall automatically be released from this Guaranty and its obligations hereunder upon consummation of any transaction or designation permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Restricted Subsidiary; provided that no such release shall occur if such Guarantor is a guarantor in respect of any Indebtedness of any Loan Party (other than the Mexican Borrowers). The Administrative Agent will, at such Guarantor’s expense, execute and deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence the release of such Guarantor from its Guarantee hereunder pursuant to this Section 7; provided that such Guarantor shall have delivered to the Administrative Agent a written request therefor and a certificate of such Guarantor to the effect that the transaction is in compliance with the Loan

5

Documents. The Administrative Agent shall be authorized to rely on any such certificate without independent investigation.

Section 8. Guaranty Supplements. Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (a) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (b) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Section 9. Notices, Etc. All notices and other communications provided for hereunder shall be in writing (including telegraphic or telecopy communication or facsimile transmission) and mailed, telegraphed, telecopied, faxed or delivered to it, if to any Guarantor, addressed to it in care of the Company at the Company’s address specified in Schedule 10.02 of the Credit Agreement, if to any Agent or any Lender, at its address specified in Schedule 10.02 of the Credit Agreement, if to any Hedge Bank, at its address specified in the Secured Hedge Agreement to which it is a party, or, as to any party, at such other address as shall be designated by such party in a written notice to each other party. All such notices and other communications shall be deemed to be given or made at such time as shall be set forth in Section 10.02 of the Credit Agreement. Delivery by telecopier of an executed counterpart of a signature page to any amendment or waiver of any provision of this Guaranty or of any Guaranty Supplement to be executed and delivered hereunder shall be effective as delivery of an original executed counterpart thereof.

Section 10. No Waiver; Remedies. No failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 11. Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent and, after obtaining the prior written consent of the Administrative Agent, each other Agent and each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender or such Affiliate to or for the credit or the account of any Guarantor against any and all of the Obligations of such Guarantor now or hereafter existing under the Loan Documents, irrespective of whether such Agent or such Lender shall have made any demand under this Guaranty or any other Loan Document and although such Obligations may be unmatured. Each Agent and each Lender agrees promptly to notify such Guarantor after any such set-off and application; provided that the failure to give such notice shall not affect the validity of such set-off and application.

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The rights of each Agent and each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Agent, such Lender and their respective Affiliates may have.

Section 12. Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Guaranteed Obligations (other than with respect to Secured Hedge Agreements and Cash Management Obligations which are not yet due and payable) and all other amounts payable under this Guaranty, (ii) the Maturity Date of the Term Loan Facility and (iii) the latest date of cash collateralization or other back-stop, in each case, on terms reasonably satisfactory to the Administrative Agent, or expiration or termination of all Letters of Credit, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Secured Parties and their permitted successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Secured Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 10.07 of the Credit Agreement. Except as expressly provided in the Credit Agreement, no Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties.

Section 13. Execution in Counterparts. This Guaranty and each amendment, waiver and consent with respect hereto may be executed in any number of counterparts and by different parties thereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Guaranty by telecopier shall be effective as delivery of an original executed counterpart of this Guaranty.

Section 14. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS GUARANTY, EACH GUARANTOR CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH GUARANTOR IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

7

(c) EACH GUARANTOR HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS RELATED THERETO.

8

IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

Subsidiary Guarantors:

71^ST & 3^RD AVE. CORP.

BRICK PLAZA CINEMAS, INC.

CITYPLACE CINEMAS, INC.

CRESCENT ADVERTISING CORPORATION

CRESTWOOD CINEMAS, INC.

DOWNTOWN BOSTON CINEMAS, LLC

ETON AMUSEMENT CORPORATION

FALL RIVER CINEMA, INC.

FARMERS CINEMAS, INC.

FORTY-SECOND STREET CINEMAS, INC.

FOUNTAIN CINEMAS, INC.

GATEWAY CINEMAS, LLC

HAWTHORNE AMUSEMENT CORPORATION

HINSDALE AMUSEMENT CORPORATION

ILLINOIS CINEMAS, INC.

JERSEY GARDEN CINEMAS, INC.

KIPS BAY CINEMAS, INC.

LANCE THEATRE CORPORATION

LEWISVILLE CINEMAS, LLC

LCE ACQUISITIONSUB, INC.

LCE MEXICAN HOLDINGS, INC.

LIBERTY TREE CINEMA CORP.

LOEKS ACQUISITION CORP.

LOEKS-STAR PARTNERS

LOEWS AKRON CINEMAS, INC.

LOEWS ARLINGTON CINEMAS, INC.

LOEWS ARLINGTON WEST CINEMAS, INC.

LOEWS ASTOR PLAZA, INC.

LOEWS BALTIMORE CINEMAS, INC.

LOEWS BAY TERRACE CINEMAS, INC.

LOEWS BEREA CINEMAS, INC.

LOEWS BOULEVARD CINEMAS, INC.

LOEWS BRISTOL CINEMAS, INC.

LOEWS BROADWAY CINEMAS, INC.

LOEW’S CALIFORNIA THEATRES, INC.

LOEWS CENTERPARK CINEMAS, INC.

LOEWS CENTURY MALL CINEMAS, INC.

LOEWS CHERI CINEMAS, INC.

LOEWS CHERRY TREE MALL CINEMAS, INC.

LOEWS CHICAGO CINEMAS, INC.

LOEWS CINEPLEX ENTERTAINMENT GIFT CARD CORPORATION

9

LOEWS CINEPLEX INTERNATIONAL
HOLDINGS, INC.

LOEWS CINEPLEX THEATRES INC.

LOEWS CINEPLEX THEATRES HOLDCO, INC.

LOEWS CINEPLEX US CALLCO, LLC

LOEWS CITYWALK THEATRE
CORPORATION

LOEWS CONNECTICUT CINEMAS, INC.

LOEWS CRYSTAL RUN CINEMAS, INC.

LOEWS DEAUVILLE NORTH CINEMAS, INC.

LOEWS EAST HANOVER CINEMAS, INC.

LOEWS EAST VILLAGE CINEMAS, INC.

LOEWS ELMWOOD CINEMAS, INC.

LOEWS FORT WORTH CINEMAS, INC.

LOEWS FREEHOLD MALL CINEMAS, INC.

LOEWS FRESH POND CINEMAS, INC.

LOEWS GARDEN STATE CINEMAS, LLC

LOEWS GREENWOOD CINEMAS, INC.

LOEWS HOUSTON CINEMAS, INC.

LOEWS LAFAYETTE CINEMAS, INC.

LOEWS LEVITTOWN CINEMAS, INC.

LOEWS LINCOLN PLAZA CINEMAS, INC.

LOEWS LINCOLN THEATRE HOLDING CORP.

LOEWS MEADOWLAND CINEMAS 8, INC.

LOEWS MEADOWLAND CINEMAS, INC.

LOEWS MERRILLVILLE CINEMAS, INC.

LOEWS MONTGOMERY CINEMAS, INC.

LOEWS MOUNTAINSIDE CINEMAS, INC.

LOEWS NEW JERSEY CINEMAS, INC.

LOEWS NEWARK CINEMAS, INC.

LOEWS NORTH VERSAILLES CINEMAS, LLC

LOEWS ORPHEUM CINEMAS, INC.

LOEWS PALISADES CENTER CINEMAS, INC.

LOEWS PENTAGON CITY CINEMAS, INC.

LOEWS PIPER’S THEATERS, INC.

LOEWS PLAINVILLE CINEMAS, LLC

LOEWS RICHMOND MALL CINEMAS, INC.

LOEWS RIDGEFIELD PARK CINEMAS, INC.

LOEWS ROLLING MEADOWS CINEMAS, INC.

LOEWS ROOSEVELT FIELD CINEMAS, INC.

LOEWS STONYBROOK CINEMAS, INC.

LOEWS THEATRE MANAGEMENT CORP.

LOEWS THEATRES CLEARING CORP.

LOEWS TOMS RIVER CINEMAS, INC.

LOEWS TRYLON THEATRE, INC.

LOEWS USA CINEMAS INC.

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LOEWS VESTAL CINEMAS, INC.

LOEWS WASHINGTON CINEMAS, INC.

LOEWS WEST LONG BRANCH CINEMAS,
INC.

LOEWS-HARTZ MUSIC MAKERS THEATRES,
INC.

LTM NEW YORK, INC.

LTM NEW YORK, INC. TURKISH HOLDINGS,
INC.

METHUEN CINEMAS, LLC

MID-STATES THEATRES, INC.

MUSIC MAKERS THEATRES, INC.

NEW BRUNSWICK CINEMAS, INC.

NICKELODEON BOSTON, INC.

NORTH STAR CINEMAS, INC.

OHIO CINEMAS, LLC

PARKCHESTER AMUSEMENT
CORPORATION

PARSIPPANY THEATRE CORP.

PLITT SOUTHERN THEATRES, INC.

PLITT THEATRES, INC.

POLI-NEW ENGLAND THEATRES, INC.

PUTNAM THEATRICAL CORPORATION

RED BANK THEATRE CORPORATION

RICHMOND MALL CINEMAS, LLC

RKO CENTURY WARNER THEATRES, INC.

ROSEMONT CINEMAS, INC.

S&J THEATRES INC.

SACK THEATRES, INC.

SKOKIE CINEMAS, INC.

SOUTH HOLLAND CINEMAS, INC.

SPRINGFIELD CINEMAS, LLC

STAR THEATRES OF MICHIGAN, INC.

STAR THEATRES, INC.

STROUD MALL CINEMAS, INC.

TALENT BOOKING AGENCY, INC.

THE WALTER READE ORGANIZATION, INC.

THEATER HOLDINGS, INC.

THIRTY-FOURTH STREET CINEMAS, INC.

U.S.A. CINEMAS, INC.

WATERFRONT CINEMAS, LLC

WEBSTER CHICAGO CINEMAS, INC.

WHITE MARSH CINEMAS, INC.

WOODFIELD CINEMAS, INC.

WOODRIDGE CINEMAS, INC.,

by	/s/    Illegible
	Name:
	Title:

11

Exhibit A

To The

Subsidiary Guaranty

FORM OF SUBSIDIARY GUARANTY SUPPLEMENT¹

,             

Citicorp North America, Inc., as Administrative Agent

390 Greenwich Street

New York, NY 10013

Attention:

Credit Agreement dated as of July 30, 2004 among

Loews Cineplex Entertainment Corporation, a Delaware corporation (the “Company”),

Grupo Cinemex, S.A. de C.V.

Cadena Mexicana de Exhibición, S.A. de C.V.

LCE Holdco, LLC,

the Lenders party thereto,

Citicorp North America, Inc.,

as the L/C Issuer, Swing Line Lender and Administrative Agent,

and the other Agents party thereto

Ladies and Gentlemen:

Reference is made to the above-captioned Credit Agreement and to the Subsidiary Guaranty referred to therein (such Subsidiary Guaranty, as in effect on the date hereof and as it may hereafter be amended, supplemented or otherwise modified from time to time, together with this Subsidiary Guaranty Supplement (the “Guaranty Supplement”), being the “Subsidiary Guaranty”). The capitalized terms defined in the Subsidiary Guaranty or in the Credit Agreement and not otherwise defined herein are used herein as therein defined.

Section 1. Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors absolutely, unconditionally and irrevocably guarantees the punctual payment, whether at scheduled maturity or by acceleration, demand or otherwise, of all Obligations of each other Obligor now or hereafter existing under or in respect of the Finance Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Subsidiary Guaranty or any other Loan Document. Without limiting the generality of the foregoing, the undersigned’s liability shall

¹ If the Additional Guarantor is a Foreign Subsidiary, appropriate modifications to this Form of Subsidiary Guaranty Supplement shall be made at the time of execution and delivery hereof by such Foreign Subsidiary to the extent necessary to be in conformity with the applicable provisions of Section 6.12 of the Credit Agreement.

A-1

extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Obligor to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Obligor.

(b) The undersigned, and by its acceptance of this Guaranty Supplement, the Administrative Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty Supplement, the Subsidiary Guaranty and the Obligations of the undersigned hereunder and thereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty Supplement, the Subsidiary Guaranty and the Obligations of the undersigned hereunder and thereunder. To effectuate the foregoing intention, the Administrative Agent, the other Secured Parties and the undersigned hereby irrevocably agree that the Obligations of the undersigned under this Guaranty Supplement and the Subsidiary Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of the undersigned under this Guaranty Supplement and the Subsidiary Guaranty not constituting a fraudulent transfer or conveyance.

(c) The undersigned hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Secured Party under this Guaranty Supplement, the Subsidiary Guaranty, the Holdings Guaranty, the Company Guaranty or any other guaranty, the undersigned will contribute, to the maximum extent permitted by applicable law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Loan Documents.

Section 2. Obligations Under the Guaranty. The undersigned hereby agrees, as of the date first above written, to be bound as a Guarantor by all of the terms and conditions of the Subsidiary Guaranty to the same extent as each of the other Guarantors thereunder. The undersigned further agrees, as of the date first above written, that each reference in the Subsidiary Guaranty to an “Additional Guarantor” or a “Guarantor” shall also mean and be a reference to the undersigned, and each reference in any other Loan Document to a “Subsidiary Guarantor”, a “Loan Party” or an “Obligor” shall also mean and be a reference to the undersigned.

Section 3. Delivery by Telecopier. Delivery of an executed counterpart of a signature page to this Guaranty Supplement by telecopier shall be effective as delivery of an original executed counterpart of this Guaranty Supplement.

Section 4. Governing Law, Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS GUARANTY SUPPLEMENT, EACH

A-2

GUARANTOR CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH GUARANTOR IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

(c) THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS RELATED THERETO.

Very truly yours,
[NAME OF ADDITIONAL GUARANTOR],
by
	Name:
	Title:

A-3

EX-10.6

Exhibit 10.6

MANAGEMENT AGREEMENT

This Management Agreement (this “Agreement”) is entered into as of July 30, 2004 by and among LCE Acquisition Corporation, a Delaware corporation (“AcquisitionCo”), LCE Holdco LLC, a Delaware limited liability company (“Holdco”), LCE Intermediate Holdings, Inc., a Delaware corporation (“Intermediate”), LCE Holdings, Inc., a Delaware corporation (“Holdings” and, together with AcquisitionCo, Holdco and Intermediate, the “Loews Corporations”), Bain Capital Partners, LLC, a Delaware limited liability company (“Bain”), TC Group, L.L.C., a Delaware limited liability company, (“Carlyle”) and Applegate and Collatos, Inc. a Delaware corporation (“Spectrum” and, together with Bain and Carlyle, the “Managers”).

RECITALS

WHEREAS, Holdings, Intermediate, Holdco and AcquisitionCo have been formed for the purpose of acquiring (the “Acquisition”) all of the outstanding shares of capital stock of Loews Cineplex Entertainment Corporation (the “Company” and, immediately after the closing of the Acquisition, a “Loews Corporation”) from Onex American Holdings II LLC, the Onex Corporation Management Investment Plan, Loews Executive Investco LLC, Loews Partners LP, OCM Cinema Holdings, LLC, Allen Karp, John Bonnett McCoy and Granite Investment Limited Partnership (the “Sellers”), all on the terms and subject to the conditions of that certain Stock Purchase Agreement dated as of June 18, 2004 (the “Purchase Agreement”) among the Sellers, Holdings and the Company;

WHEREAS, immediately after the closing of the Acquisition, AcquisitionCo will merge with and into the Company;

WHEREAS, to enable the Loews Corporations to engage in the Acquisition and related transactions, the Managers provided financial and structural advice and analysis as well as assistance with due diligence investigations and negotiations (the “Financial Advisory Services”); and

WHEREAS, the Loews Corporations want to retain the Managers to provide certain management and advisory services to the Loews Corporations, and the Managers are willing to provide such services on the terms set forth below.

AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Services. Each of the Managers hereby agrees that, during the Term (as defined below), it will provide the following consulting and management advisory services to the Loews Corporations as requested from time to time by the Boards of Directors of the Loews Corporations:

(a) advice in connection with the negotiation and consummation of agreements, contracts, documents and instruments necessary to provide the Loews Corporations with financing on terms and conditions satisfactory to the Loews Corporations;

(b) financial, managerial and operational advice in connection with the Company’s day-to-day operations, including, without limitation, advice with respect to the development and implementation of strategies for improving the operating, marketing and financial performance of the Company and its subsidiaries; and

(c) such other services (which may include financial and strategic planning and analysis, consulting services, human resources and executive recruitment services and other services) as such Manager and the Loews Corporations may from time to time agree in writing.

Each of the Managers shall devote such time and efforts to the performance of services contemplated hereby as such Manager deems reasonably necessary or appropriate; provided, however, that no minimum number of hours is required to be devoted by Bain, Carlyle or Spectrum on a weekly, monthly, annual or other basis. The Loews Corporations acknowledge that each of the Managers’ services are not exclusive to any of the Loews Corporations and that each Manager will render similar services to other persons and entities. The Managers and the Loews Corporations understand that the Loews Corporations may, at times, engage one or more investment bankers or financial advisors to provide services in addition to, but not in lieu of, services provided by the Managers under this Agreement (including those services described in Section 2(c)). In providing services to the Loews Corporations, each Manager will act as an independent contractor, and it is expressly understood and agreed that this Agreement is not intended to create, and does not create, any partnership, agency, joint venture or similar relationship and that no party has the right or ability to contract for or on behalf of any other party or to effect any transaction for the account of any other party.

A Manager shall cease to be a Manager for all purposes hereunder at such time and at all times thereafter that the Manager and the affiliates of such Manager, in the aggregate, cease to hold Shares (as defined in the Stockholders Agreement) representing a Total Combined Investment (as defined in the certificate of incorporation of Holdings) of at least the Minimum Total Combined Investment (as defined in the certificate of incorporation of Holdings).

2. Payment of Fees.

(a) The Loews Corporations, jointly and severally, will pay to the Managers (or such affiliates as they may respectively designate), in consideration of the Managers providing the Financial Advisory Services, an aggregate transaction fee (the “Transaction Fee”) in the amount of $20,000,000, such fee being payable at the closing of the Acquisition. The Transaction Fee shall be divided among the Managers as follows:

Bain:	$	7,555,555.56
Carlyle:	$	7,555,555.56
Spectrum:	$	4,888,888.88

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(b) During the Term, the Loews Corporations, jointly and severally, will pay to the Managers (or such affiliates as they may respectively designate), an aggregate annual periodic fee (the “Periodic Fee”) of $4,000,000 in exchange for the ongoing services provided by the Managers under this Agreement, such fee being payable by the Company quarterly in advance on or before the start of each calendar quarter; provided, however, that the Periodic Fee for the period from the date hereof through September 30, 2004 shall be paid at the closing of the Acquisition. The Periodic Fee shall be non-refundable. The Periodic Fee shall be divided among the Managers pro rata in proportion to the amount of Investor Shares held at the time by the investment funds affiliated with each Manager (provided that, for purposes of this Agreement, (a) Bain Capital Holdings (Loews) I, L.P., Bain Capital AIV (Loews) II, L.P. and their respective Affiliated Funds shall be deemed to be investment funds affiliated with Bain; (b) TC Group Investment Holdings, L.P., Carlyle Partners III Loews, L.P., CP III CoInvestment, L.P. and their respective Affiliated Funds shall be deemed to be investment funds affiliated with Carlyle; and (c) Spectrum Equity Investors IV, L.P., Spectrum Equity Investors Parallel IV, L.P., Spectrum IV Investment Managers’ Fund, L.P. and their respective Affiliated Funds shall be deemed to be investment funds affiliated with Spectrum). In the preceding sentence, the term “Affiliated Funds” shall have the same meaning given to it in that certain Stockholders Agreement (as defined below). In this Agreement, the term “Investor Shares” means at any time all shares of capital stock of Holdings, Intermediate and Holdco (and any successor or survivor to Holdings, Intermediate or Holdco) held by the Managers and their respective Affiliated Funds.

(c) During the Term, the Managers will advise the Loews Corporations in connection with financing, acquisition, disposition, merger, combination and change of control transactions involving any of the Loews Corporations or any of their respective direct or indirect subsidiaries and affiliates (however structured), and the Loews Corporations, jointly and severally, will pay to the Managers (or such affiliates as they may respectively designate) additional reasonable compensation as charged by the Managers (and approved by the Requisite Manager Majority) (the “Subsequent Fee”) in connection with each such transaction (which fee shall be in addition to, and not in lieu of, the full payment of fees in clauses (a) and (b) above), such fee to be due and payable for the foregoing services at the closing of such transaction; provided, that after the Term the Loews Corporations, jointly and severally, will pay to the Managers (or such affiliates as they may respectively designate) the Subsequent Fee in connection with each transaction that (a) was contemplated at the time of termination of the Agreement and (b) is consummated after such termination. Each Subsequent Fee shall be divided among the Managers pro rata in proportion to the amount of Investor Shares held immediately prior to the closing the applicable transaction (or, if there shall be no such Shares outstanding, the amounts most recently outstanding) by the Managers and their respective Affiliated Funds.

Each payment made pursuant to this Section 2 shall be paid by wire transfer of immediately available federal funds to the accounts specified on Schedule 1 hereto, or to such other account(s) as the Managers may specify to the Company in writing prior to such payment.

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3. Term. This Agreement shall continue in full force and effect until December 31, 2014 (as extended or terminated as provided below, the “Term”); provided that this Agreement shall be automatically extended each December 31 for an additional year unless the Loews Corporations or the Requisite Manager Majority provide written notice of their desire not to automatically extend the term of this Agreement to the other parties hereto at least 90 days prior to such December 31; provided, however, that the Requisite Manager Majority may cause this Agreement to terminate at any time. In the event of a termination of this Agreement, the Loews Corporations, jointly and severally, shall pay each of Bain, Carlyle and Spectrum (or such affiliates as they may respectively designate) (i) all unpaid Periodic Fees (pursuant to Section 2(b) above), Subsequent Fees (pursuant to Section 2(c) above) and expenses (pursuant to Section 4(a) below) due with respect to periods prior to the date of termination plus (ii) the net present value (using a discount rate equal to the then yield on U.S. Treasury Securities of like maturity) of the Periodic Fees that would have been payable with respect to the period from the date of termination until the expiration date in effect immediately prior to such termination. Sections 2(c), 3, 4 and 5 of this Agreement shall survive any termination of this Agreement.

For purposes hereof, “Requisite Manager Majority” shall mean at any time the approval of (a) each of at least two Managers if there is more than one Manager and (b) a single Manager if there is only one Manager.

4. Expenses; Indemnification.

(a) Expenses. The Loews Corporations, jointly and severally, will pay on demand all Reimbursable Expenses. As used herein, “Reimbursable Expenses” means (i) all expenses incurred or accrued prior to the date on which the transactions contemplated by the Purchase Agreement are consummated (the “Closing Date”) by any of the Managers or their affiliates in connection with this Agreement, the Acquisition or any related transactions, consisting of their respective out-of-pocket expenses and the fees and charges of (A) Ropes & Gray LLP, (B) PricewaterhouseCoopers LLP, (C) Latham & Watkins LLP, (D) Ernst & Young LLP, (E) Deloitte & Touche LLP and (F) local and foreign counsel and (ii) reasonable out-of-pocket expenses incurred from and after the Closing Date relating to their affiliated funds’ investment in, the operations of, or the services provided by the Managers to, the Loews Corporations or any of their affiliates from time to time, provided, however, that the Requisite Manager Majority must approve any such expenses other than routine out-of-pocket expenses, (iii) reasonable out-of-pocket legal expenses incurred by any Manager or its affiliates from and after Closing Date in connection with the enforcement, preservation or analysis of rights or taking of actions under this Agreement, the Subscription Agreement, the Loews Corporations’ certificates of incorporation and bylaws or other organizational documents, the Stockholders Agreement, the Registration Rights Agreement or the Management Stockholders Agreement; provided that the reimbursement of expenses incurred by the Subscribers or their Affiliates with respect to transactions pursuant to Section 4.1 of the Stockholders Agreement (Tag-Along Expenses), Section 4.2 of the Stockholders Agreement (Drag-Along Expenses), Section 4.4 of the Stockholders Agreement (Right of First Offer Expenses) and Section 5.1 of the Stockholders Agreement (Right of Participation Expenses) will be governed by, and subject to any limitations

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contained in, the applicable provisions of the Stockholders Agreement and the reimbursement of expenses with respect to transactions pursuant to Section 2 of the Registration Rights Agreement (Registration Rights Expenses) will be governed by, and subject to any limitations contained in, the applicable provisions of the Registration Rights Agreement and (iv) expenses incurred from and after the Closing Date by one or more of the Managers and their affiliates which the Requisite Manager Majority agrees are properly allocable to the Loews Corporations under this Agreement.

As used in this Agreement, “Subscription Agreement” means the Subscription Agreement dated July 30, 2004 among Holdings, Intermediate, Holdco, AcquisitionCo and the Subscribers (as defined in the Subscription Agreement), “Stockholders Agreement” means the Stockholders Agreement dated July 30, 2004 among Holdings, Intermediate, Holdco, AcquisitionCo and certain stockholders of Holdings and Intermediate, “Registration Rights Agreement “ means the Registration Rights Agreement dated July 30, 2004 among Holdings, Intermediate, Holdco, AcquisitionCo and certain stockholders of Holdings and Intermediate and “Management Stockholders Agreement” means any Management Stockholders Agreement entered into among Holdings, Intermediate, Holdco, AcquisitionCo and certain stockholders of Holdings or Intermediate.

(b) Indemnity and Liability. The Loews Corporations, jointly and severally, will indemnify, exonerate and hold each of the Managers, and each of their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), as a result of, arising out of, or in any way relating to (i) this Agreement, the Registration Rights Agreement, the Acquisition, any transaction to which a Loews Corporation is a party or any other circumstances with respect to a Loews Corporation (other than any such Indemnified Liabilities to the extent such Indemnified Liabilities arise out of any breach of the Stockholders Agreement or the Subscription Agreement by such Indemnitee or its affiliated or associated Indemnitees or other related persons as determined by a court of competent jurisdiction in a final nonappealable judgment) or (ii) operations of, or services provided by any of the Managers to, the Loews Corporations, or any of their affiliates from time to time (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of the Sellers, the debt financers of the Loews Corporations or any of their respective accountants or other representatives, agents or affiliates) (other than any such Indemnified Liabilities to the extent such Indemnified Liabilities arise out of any breach of the Stockholders Agreement or the Subscription Agreement by such Indemnitee or its affiliated or associated Indemnitees or other related persons as determined by a court of competent

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jurisdiction in a final nonappealable judgment); provided that the foregoing indemnification rights shall not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct, and further provided that, if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Loews Corporations hereby agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 4(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Loews Corporations, then such payments shall be promptly repaid by such Indemnitee to the Loews Corporations. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. None of the Indemnitees shall in any event be liable to the Loews Corporations or any of their affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful misconduct. If the Indemnitees related to each of the three Managers are similarly situated with respect to their interests in connection with a matter that may be an Indemnified Liability and such Indemnified Liability is not based on a Third-Party Claim, the Indemnitees may enforce their rights pursuant to this Section 4(b) with respect to such matter only with the consent of the Requisite Manager Majority. In this Agreement, “Person” means any individual or corporation, association, partnership, limited liability company, joint venture, joint stock or other company, business trust, trust, organization, or other entity of any kind. A “Third-Party Claim” means any (i) claim brought by a Person other than a Loews Corporation, a Manager or any Indemnitee and (ii) any derivative claim brought in the name of a Loews Corporation that is initiated by a Person other than a Manager or any indemnified Person related to a Manager.

5. Disclaimer and Limitation of Liability; Opportunities.

(a) Disclaimer; Standard of Care. None of the Managers makes any representations or warranties, express or implied, in respect of the services to be provided by any Manager hereunder. In no event shall any of the Managers be liable to the Loews Corporations or any of their affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct of such Manager as determined by a final, non-appealable determination of a court of competent jurisdiction.

(b) Freedom to Pursue Opportunities. In recognition that each Manager and its respective Indemnitees currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which each Manager or its respective Indemnitees may serve as an advisor, a director or in some other

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capacity, and in recognition that each Manager and its respective Indemnitees have myriad duties to various investors and partners, and in anticipation that the Loews Corporations, on the one hand, and each of the Managers (or one or more affiliates, associated investment funds or portfolio companies), on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the Loews Corporations hereunder and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 5(b) are set forth to regulate, define and guide the conduct of certain affairs of the Loews Corporations as they may involve such Manager and its Indemnitees. Except as a Manager may otherwise agree in writing after the date hereof:

(i) Such Manager and its respective Indemnitees shall have the right: (A) to directly or indirectly engage in any business (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company and its subsidiaries), (B) to directly or indirectly do business with any client or customer of the Company and its subsidiaries, (C) to take any other action that such Manager believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 5(b), and (D) not to present potential transactions, matters or business opportunities to the Loews Corporations or any of their subsidiaries, and to pursue, directly or indirectly, any such opportunity for itself, and to direct any such opportunity to another person.

(ii) Such Manager and its respective Indemnitees shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Loews Corporations or any of their affiliates or to refrain from any actions specified in Section 5(b)(i), and the Loews Corporations, on their own behalf and on behalf of their affiliates, hereby renounce and waive any right to require such Manager or any of its Indemnitees to act in a manner inconsistent with the provisions of this Section 5(b).

(iii) Neither such Manager nor any of its Indemnitees shall be liable to the Loews Corporations or any of their affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 5(b) or of any such person’s participation therein.

(c) Limitation of Liability. In no event will any of the Managers or any of their Indemnitees be liable to the Loews Corporations or any of their affiliates or either of the other Managers or their Indemnitees for any indirect, special, incidental or consequential damages, including, without limitation, lost profits or savings, whether or not such damages are foreseeable, or for any third party claims (whether based in contract, tort or otherwise), relating to the services to be provided by the Managers hereunder.

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6. Assignment, etc. Except as provided below, none of the parties hereto shall have the right to assign this Agreement without the prior written consent of each of the other parties. Notwithstanding the foregoing, (a) any Manager may assign all or part of its rights and obligations hereunder to any of its respective affiliates which provides services similar to those called for by this Agreement, in which event such Manager shall be released of all or a part of its rights to fees under Section 2 and reimbursement of expenses under Section 4(a) and all or a part of its obligations hereunder and (b) the provisions hereof for the benefit of Indemnitees of the Managers shall inure to the benefit of such Indemnitees and their successors and assigns.

7. Amendments and Waivers. No amendment or waiver of any term, provision or condition of this Agreement shall be effective, unless in writing and executed by the Requisite Manager Majority and the Loews Corporations; provided, that any amendment that would increase any fee pursuant to this Agreement shall require the written consent of each of the Managers and the Loews Corporations and any amendment or waiver that discriminates against a Manager will require the consent of such Manager; and provided, further that any Manager may waive any portion of any fee to which it is entitled pursuant to this Agreement, and, unless otherwise directed by such Manager, such waived portion shall revert to the Loews Corporations. No waiver on any one occasion shall extend to or effect or be construed as a waiver of any right or remedy on any future occasion. No course of dealing of any person nor any delay or omission in exercising any right or remedy shall constitute an amendment of this Agreement or a waiver of any right or remedy of any party hereto.

8. Governing Law; Jurisdiction.

(a) Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of New York without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

(b) Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of New York, County of New York for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim,

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cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10 hereof is reasonably calculated to give actual notice.

(c) WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 8(c) CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 8(c) WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

(d) Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

9. Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral, with respect thereto.

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10. Notice. All notices, requests, demands, claims and other communications required or permitted to be delivered, given or otherwise provided under this Agreement must be in writing and must be delivered, given or otherwise provided:

(a) by hand (in which case, it will be effective upon delivery);

(b) by facsimile (in which case, it will be effective upon receipt of confirmation of good transmission); or

(c) by overnight delivery by a nationally recognized courier service (in which case, it will be effective on the Business Day after being deposited with such courier service);

in each case, to the address (or facsimile number) listed below:

If to a Loews Corporation, to it:

Loews Cineplex Entertainment Corporation

711 Fifth Avenue

New York, NY 10022

Attention: Corporate General Counsel

with a copy to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Facsimile: (617) 951-7050

Attention: R. Newcomb Stillwell

If to Bain, to it:

c/o Bain Capital, LLC

111 Huntington Avenue

Boston, MA 02199

Facsimile: (617)

Attention: John Connaughton

with a copy to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02210

Facsimile: (617) 951-7050

Attention: R. Newcomb Stillwell

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If to Carlyle, to it:

TC Group Investment Holdings, L.P.

c/o The Carlyle Group

520 Madison Avenue, 41^st Floor

New York, New York 10022

Facsimile: (212) 381-4901

Attention: Michael Connelly

                 Eliot Merrill

with a copy to:

Latham & Watkins LLP

885 Third Avenue

New York, NY 10022

Facsimile: (212) 751-4864

Attention: R. Ronald Hopkinson

If to Spectrum, to:

Applegate and Collatos, Inc.

c/o Spectrum Equity Investors

333 Middle Field Road, Suite 200

Menlo Park, California 94025

Facsimile: (415) 464-4601

Attention: Brion Applegate

                 Benjamin Coughlin

with a copy to:

Latham & Watkins LLP

505 Montgomery Street, Suite 1900

San Francisco, CA 94111

Facsimile: (415) 395-8095

Attention: Scott R. Haber

                 Tad J. Freese

Each of the parties to this Agreement may specify different address or facsimile number by giving notice in accordance with this Section 10 to each of the other parties hereto.

11. Severability. If in any proceedings a court shall refuse to enforce any provision of this Agreement, then such unenforceable provision shall be deemed eliminated from this Agreement for the purpose of such proceedings to the extent necessary to permit the remaining provisions to be enforced. To the full extent, however, that the provisions of any applicable law may be waived, they are hereby waived to the end that this Agreement be deemed to be valid and binding agreement enforceable in accordance with its terms, and in the event that any provision hereof shall be found to be invalid or unenforceable, such provision shall be construed by

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limiting it so as to be valid and enforceable to the maximum extent consistent with and possible under applicable law.

12. Counterparts. This Agreement may be executed in any number of counterparts and by each of the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same agreement.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf as an instrument under seal as of the date first above written by its officer or representative thereunto duly authorized.

HOLDINGS:	LCE HOLDINGS, INC.
	Name:
	Title:
INTERMEDIATE:	LCE INTERMEDIATE HOLDINGS, INC.
	Name:
	Title:
HOLDCO:	LCE HOLDCO LLC
	Name:
	Title:
ACQUISITION CO:	LCE ACQUISITION CORPORATION
	Name:
	Title:

Management Agreement

BAIN:	BAIN CAPITAL PARTNERS, LLC
	BY: BAIN CAPITAL LLC, ITS SOLE MEMBER
	Name:
	Title:	Managing Director

CARLYLE:	TC GROUP, L.L.C.
	BY: TCG HOLDINGS L.L.C., ITS MANAGING MEMBER
	Name:
	Title:
SPECTRUM:	APPLEGATE AND COLLATOS, INC.
	Name:
	Title:

Management Agreement

Schedule 1 to

Management Agreement

Wire Transfer Instructions for

Bain Capital Partners, LLC

Bank:	Citibank, NA-New York
ABA #:	021-000-089
For:	Brown Brothers Harriman-Boston
Acct #:	09250276
To Further Credit:	Bain Capital Partners, LLC
Acct #:	612541-3

Wire Transfer Instructions for

TC Group, L.L.C.

Bank:	Wachovia Bank
ABA #:	054 001 220
Acct #:	20000-083-11032
Account Name:	TC Group, L.L.C.
Reference:	Loews

Wire Transfer Instructions for

Applegate and Collatos, Inc.

Bank:	Cupertino National Bank
ABA #:	121-141-152
Acct #:	4204042
Account Name:	Applegate and Collatos, Inc.
Reference:	Loews

EX-10.7

Exhibit 10.7

EMPLOYMENT AGREEMENT

This Employment Agreement, dated as of January 1, 2005 (as amended and otherwise modified, the “Agreement”), between Loews Cineplex Entertainment Corporation, a Delaware corporation (the “Company”) and Travis Reid (the “Executive”).

RECITALS

WHEREAS, the operations of the Company and its Affiliates are a complex matter requiring direction and leadership in a variety of arenas, including financial, strategic planning, regulatory, community relations and others;

WHEREAS, the Executive is possessed of certain experience and expertise that qualify him to provide the direction and leadership required by the Company and its Affiliates; and

WHEREAS, subject to the terms and conditions hereinafter set forth, the Company therefore wishes to employ the Executive as its President and Chief Executive Officer and the Executive wishes to accept such employment.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises, terms, provisions and conditions set forth in this Agreement, the parties hereby agree:

1. Employment. Subject to the terms and conditions set forth in this Agreement, the Company hereby offers and the Executive hereby accepts employment.

2. Term. Subject to earlier termination as hereafter provided, this Agreement shall have an original term of three years commencing on the date hereof and shall be automatically extended thereafter for successive terms of one year each, unless either party provides notice to the other at least three months prior to the expiration of the original or any extension term that the Agreement is not to be extended. The term of this Agreement, as from time to time extended or renewed, is hereafter referred to as the “Term.”

3. Capacity and Performance.

(a) During the Term, the Executive shall serve the Company as its President and Chief Executive Officer with such customary responsibilities, duties and authority as may from time to time be assigned to the Executive by the Board of Directors of the Company (the “Board”). In addition, and without further compensation, the Executive shall serve as a member of the Board, and as a director and/or officer of one or more of the Company’s Affiliates if so elected or appointed from time to time.

(b) During the Term, the Executive shall be employed by the Company on a full-time basis and shall perform such customary duties and responsibilities on behalf of the Company and its Affiliates as may be designated from time to time by the Board.

(c) During the Term, the Executive shall devote his full business time to the discharge of his duties and responsibilities hereunder subject to reasonable absences in accordance with Company policy for vacation and illness. The Executive shall not engage in any other business activity during the Term, but shall be permitted to serve in any industry, trade, professional or academic position during the Term that is consistent with his position with the Company provided that the Executive gives notice of such position to the Board.

4. Compensation and Benefits. As compensation for all services performed by the Executive hereunder during the Term, the Executive will be entitled to the following:

(a) Base Salary. During the Term, the Company shall pay the Executive a base salary at the rate of Five Hundred Seventy-Five Thousand Dollars ($575,000) per annum through December 31, 2004 and Six Hundred Thousand Dollars ($600,000) per annum thereafter, payable in accordance with the payroll practices of the Company for its executives (as such amount may be increased from time to time, the “Base Salary”). The Board shall review the Base Salary not less frequently than annually for consideration of increase.

(b) Annual Bonus. During the Term, with respect to each of the Company’s fiscal years that ends on or after December 31, 2005, the Executive will be eligible to receive a bonus (the “Annual Bonus”) of between 50% and 100% of his Base Salary with a target of 75% of the Base Salary (the “Target Bonus”) based on achieving certain business goals and targets established by the Board not later than February 1^st of each such fiscal year after consultation with the Executive; provided that the Executive will not receive an Annual Bonus if the Company fails to achieve the business goals and targets corresponding to a 50% Annual Bonus. With respect to the fiscal year ending on December 31, 2004, the Executive will be eligible to receive a bonus in accordance with the bonus program currently in place and the arrangements set forth in Section 3(c) of the employment agreement between the Executive and the Company dated March 1, 2002. All payments of Annual Bonus amounts shall be made in cash lump sum not later than ten days following approval by the Board of the audited financial statements of the Company (or its Affiliates, as appropriate) for the fiscal year to which the bonus relates, subject to the right of the Executive to elect deferral of payment under an applicable deferred compensation plan if one is approved by the Board.

(c) Vacations. During the Term, the Executive shall be entitled to four (4) weeks of vacation per year, to be taken at such times and intervals as shall be determined by the Executive, subject to the reasonable business needs of the Company.

(d) Other Benefits. During the Term and subject to any contribution therefor generally required of executives of the Company, the Executive shall be entitled to participate in any and all employee benefit plans, policies and perquisites from time to time in effect for executives of the Company generally, except to the extent such plans are in a category of benefit otherwise provided to the Executive (e.g., severance pay). Such participation shall be subject to the terms of the applicable plan documents and generally applicable Company policies. The Company may alter, modify, add to or delete its

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employee benefit plans, policies and perquisites at any time as it, in its sole judgment, determines to be appropriate. Notwithstanding the foregoing, the Company shall continue during the Term the automobile policy for executives of the Company as in effect on the date hereof or shall provide to the Executive the cash equivalent of such benefit during the Term in the event that the policy is terminated.

(e) Business Expenses. The Company shall pay or reimburse the Executive for all reasonable, customary and necessary business expenses incurred or paid by the Executive in the performance of his duties and responsibilities hereunder in accordance with the Company’s expense reimbursement policy.

(f) Indemnification. The Company shall indemnify the Executive in connection with his relationship to the Company to the fullest extent permitted by applicable law, and shall maintain in effect for the benefit of the directors and executive officers liability insurance at levels no less favorable than in effect on the date hereof (together, the “Indemnification Rights”).

5. Termination of Employment and Severance Benefits. Notwithstanding the provisions of Section 2 hereof, the Executive’s employment hereunder shall terminate prior to the expiration of the Term under the following circumstances:

(a) Death. In the event of the Executive’s death during the Term, the Executive’s employment hereunder shall immediately and automatically terminate. In such event, the Company shall pay and provide to the Executive’s designated beneficiary or, if no beneficiary has been designated by the Executive, to his estate, (i) the Base Salary earned but not paid through the date of termination, (ii) any Annual Bonus compensation awarded but unpaid on the date of termination, (iii) any business expenses incurred by the Executive but un-reimbursed on the date of termination, (iv) any rights, payments and benefits due under any compensation, employee benefit, or fringe benefit plan or program of the Company, and the Indemnification Rights, pursuant to their terms and (v) any rights with respect to equity investments or equity compensation rights with the Company, pursuant to their terms and (vi) at the time it would otherwise be paid pursuant to Section 4(b), a proportionate amount (through the date of termination of employment in respect of the fiscal year during which employment shall have been terminated) of any Annual Bonus earned by the Executive during the fiscal year during which employment shall have been terminated (collectively, the “Accrued Rights”).

(b) Disability.

(i) The Company may terminate the Executive’s employment hereunder, upon notice to the Executive, in the event that the Executive becomes disabled during his employment hereunder through any illness, injury, accident or condition of either a physical or psychological nature and, as a result, is unable to perform substantially all of his duties and responsibilities hereunder, with or without reasonable accommodation, for one hundred twenty (120) days during any period of one hundred eighty (180) consecutive calendar days. In the event of such termination, the

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Company shall have no further obligation to the Executive, other than for satisfaction of the Accrued Rights.

(ii) The Board may designate another employee to act in the Executive’s place during any period of the Executive’s disability. Notwithstanding any such designation, the Executive shall continue to receive the Base Salary in accordance with Section 4(a) and benefits in accordance with Section 4(d), to the extent permitted by the then-current terms of the applicable benefit plans, until the Executive becomes eligible for disability income benefits under the Company’s disability income plan or until the termination of the Executive’s employment under this Section 5, whichever shall first occur.

(iii) While receiving disability income benefits under the Company’s disability income plan, the Executive shall not be entitled to receive any Base Salary under Section 4(a) hereof, but shall continue to participate in Company benefit plans in accordance with Section 4(d) and the terms of such plans, until the termination of the Executive’s employment under this Section 5.

(c) By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon written notice to the Executive setting forth in reasonable detail the nature of such Cause. A termination for Cause shall require a majority vote of the Board following the opportunity to cure the events alleged to constitute Cause to the extent provided below in clauses (i) and (ii). The following shall constitute “Cause” for termination:

(i) the Executive’s willful failure to substantially perform his material duties set forth in this Agreement (other than any such failure resulting from the Executive’s death or Disability) which is not remedied within 30 days after receipt of written notice from the Company specifying such failure;

(ii) the Executive’s willful failure to carry out, or comply with, in any material respect, any lawful and reasonable directive of the Board that is consistent with the Executive’s position, which is not remedied within 30 days after receipt of written notice from the Company specifying such failure;

(iii) the Executive’s commission at any time of any act or omission that (A) constitutes or (B) results in a conviction, plea of no contest or imposition of unadjudicated probation for, any felony or any other crime involving moral turpitude; or

(iv) the Executive’s commission at any time of any act of fraud, embezzlement, material misappropriation, material breach of fiduciary duty against the Company (or any successor thereof).

Upon the termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation to the Executive, other than for satisfaction of the Accrued Rights, with the exception of item (vi) thereof.

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(d) By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon written notice to the Executive. For purposes hereof, the expiration of the Term following notice by the Company given in accordance with Section 2 hereof shall constitute a termination by the Company other than for Cause. In the event of a termination other than for Cause, in addition to the Accrued Rights, then for each month until the conclusion of a period of eighteen (18) months following the date of termination of employment, the Company shall:

(i) continue to pay the Executive the Base Salary at the rate in effect on the date of termination;

(ii) pay the Executive an amount equal to 1/12^th of the lesser of (A) the Executive’s Annual Bonus for the fiscal year preceding such termination or (B) the amount of the Target Bonus then in effect; and

(iii) subject to any employee contribution applicable to the Executive on the date of termination, continue to contribute to the cost of the Executive’s participation in the Company’s group medical and dental insurance plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms and thereafter, the Executive shall be entitled to such rights as he may have under applicable law.

Any obligation of the Company to the Executive hereunder is conditioned, however, upon the Executive signing a release of claims in the standard form used by the Company. Base Salary to which the Executive is entitled hereunder shall be payable in cash in accordance with the normal payroll practices of the Company. For the avoidance of doubt, the Executive shall not be required to seek other employment or to reduce any severance benefit payable hereunder, and no such severance benefit shall be reduced on account of any compensation received by the Executive from other employment.

(e) By the Executive for Good Reason. The Executive may terminate his employment hereunder for Good Reason, upon notice to the Company setting forth in reasonable detail the nature of such Good Reason. The following shall constitute Good Reason for termination by the Executive:

(i) failure of the Company to continue the Executive in the position of President and Chief Executive Officer;

(ii) material diminution in the nature or scope of the Executive’s responsibilities, duties or authority, which is not remedied within 30 days after receipt of written notice from the Executive specifying such duties;

(iii) the requirement that the Executive perform duties that are materially inconsistent with the Executive’s position as Chief Executive Officer, which is not remedied within 30 days after receipt of written notice from the Executive specifying such duties;

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(iv) material and intentional failure of the Company to provide the Executive the Base Salary and benefits in accordance with the terms of Section 4 hereof; or

(v) relocation of the Executive’s principal place of employment outside the New York City metropolitan area.

In the event of termination in accordance with this Section 5(e), then the Executive will be entitled to the Accrued Rights and to the same severance pay and benefits he would have been entitled to receive had the Executive been terminated by the Company other than for Cause in accordance with Section 5(d) above; provided that the Executive satisfies all conditions to such entitlement as set forth therein.

(f) By the Executive Other than for Good Reason. The Executive may terminate his employment hereunder at any time for any reason other than Good Reason upon thirty (30) days’ written notice to the Company. In the event of termination by the Executive pursuant to this Section 5(f), the Board may elect to waive the period of notice, or any portion thereof. The Company shall have no further obligation to the Executive, other than for any Accrued Rights due to him, with the exception of item (vi) thereof.

(g) Special Rights upon certain Changes of Control

(i) If a Change of Control that is not a Tranche 2 or Tranche 3 Liquidity Vesting Event occurs (other than a Change of Control in connection with a reorganization of the Company or its Affiliates under chapter 11 of the U.S. Bankruptcy Code or any similar reorganization, workout or series of transactions) and if prior to but in connection with such Change of Control or within the two year period following consummation of such Change of Control), the Company terminates the Executive’s employment other than for Cause, or the Executive terminates his employment for Good Reason, then, in addition to the payments to or on behalf of the Executive under Section 5(d) or 5(e) hereof, and provided that the Executive signs a release of claims in the standard form used by the Company, the Company shall pay the Executive a lump sum payment equal to either (at the Executive’s option, elected following determination of fair market value as provided below) an amount equal to:

(A) the maximum aggregate severance payable to the Executive under Sections 5(d)(i) and 5(d)(ii); or

(B) the fair market value (net of exercise price) of all vested Options under the Option Agreement between the Executive, LCE Holdings, Inc. and LCE Intermediate Holdings, Inc., dated as of the date hereof (as amended from time to time, the “Option Agreement”) assuming: (x) 50% of unvested Tranche 1 Options were vested and (y) the Change of Control were a Tranche 2 Liquidity Vesting Event and Tranche 3 Liquidity Vesting Event for purposes of valuing 100% of the Tranche 2 and Tranche 3 Options. For purposes hereof, fair market value shall be determined by (I) the Board, in good faith, or (II) if the Executive shall deliver a written notice objecting to such determination within five business days of such determination, a mutually acceptable “bulge

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bracket” independent investment bank, the costs and expenses of which shall be shared equally by the Company and the Executive.

(ii) For purposes of this Section 5(g), Change of Control, Option, Tranche 1, 2 and 3 Options, Tranche 2 Liquidity Vesting Event and Tranche 3 Liquidity Vesting Event shall have the meanings set forth in the Option Agreement. All payments to the Executive under this Section 5(g) shall be paid in a cash lump sum within 30 days following the Executive’s election hereunder.

(h) Special Rights upon Certain Termination of Employment. If the Company terminates the Executive’s employment other than for Cause, or the Executive terminates his employment for Good Reason, in either case in circumstances other than the circumstances in which Section 5(g) applies, then, in addition to the payments to or on behalf of the Executive under Section 5(d) or 5(e) hereof, and provided that the Executive signs a release of claims in the standard form used by the Company, the Company shall provide to the Executive, within 30 days following the date of termination, with a lump sum cash payment equal to the sum of the fair market value (net of exercise price) of the shares subject to the Tranche 2 and Tranche 3 Options under the Option Agreement multiplied by a percentage equal to (i) 20% per year times (ii) the number of completed years of employment following July 30, 2004; provided that such fair market value shall be determined in accordance with the standards set forth in the Option Agreement; provided, further, that, upon payment of such lump sum payment, all of the Executive’s Options under the Option Agreement shall terminate, except for any vested Tranche 1 Options. For example, if the Executive’s employment were terminated by the Company other than for Cause after 3 and a half years, the Executive would be eligible to receive a lump sum payment of the actual net fair market value in respect of 60% of all of his Tranche 2 and Tranche 3 Options (i.e., the number of Options to which he would have been entitled if the fair market value of LCE Holdings, Inc. at the time of termination had reflected a 2.0x or 3.0x return to the shareholders of LCE Holdings, Inc. as of July 31, 2004). For purposes of this Section 5(h), the terms “Options”, “Tranche 2 Options” and “Tranche 3 Options” shall have the meanings set forth in the Option Agreement.

(i) Post-Agreement Employment. In the event the Executive remains in the employ of the Company or any of its Affiliates following the end of the Term, then such employment shall be at will except as the parties may otherwise agree in writing.

6. Effect of Termination. The provisions of this Section 6 shall apply to termination of the Term pursuant to Section 2 or 5 or otherwise.

(a) Satisfaction by the Company of its obligations under the applicable termination provision of Section 5 shall constitute the entire obligation of the Company to the Executive.

(b) Except for medical and dental plan coverage continued pursuant to Section 5(d) or 5(e) hereof, benefits shall be governed by the applicable benefit plans and applicable law based on the date of termination of the Executive’s employment without regard to any

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continuation of Base Salary or other payment to the Executive following such date of termination.

(c) Provisions of this Agreement shall survive any termination if so provided herein or if necessary or desirable to accomplish the purposes of other surviving provisions, including without limitation the obligations of the Executive under Sections 7 and 8 hereof. The obligation of the Company to make payments to or on behalf of the Executive under Section 5(d) or 5(e) hereof is expressly conditioned upon the Executive’s not breaching Sections 7 or 8 hereof. The Executive recognizes that, except as expressly provided in Section 5(d) or 5(e), no compensation is earned after termination of employment.

7. Confidential Information.

(a) The Executive acknowledges that the Company and its Affiliates continually develop Confidential Information, that the Executive may develop Confidential Information for the Company or its Affiliates and that the Executive may learn of Confidential Information during the course of employment. The Executive will comply with the lawful policies and procedures of the Company and its Affiliates made known to the Executive for protecting Confidential Information and shall not disclose to any Person or use, other than as required by applicable law or government process or for the proper performance of his duties and responsibilities to the Company and its Affiliates, any Confidential Information obtained by the Executive incident to his employment or other association with the Company or any of its Affiliates. The Executive understands that this restriction shall continue to apply after his employment terminates, regardless of the reason for such termination.

(b) All documents, records, tapes and other media of every kind and description relating to the business, present or otherwise, of the Company or its Affiliates and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by the Executive, shall be the sole and exclusive property of the Company and its Affiliates. The Executive shall safeguard all Documents and shall, other than as required by applicable law or government process, surrender to the Company at the time his employment terminates, or at such earlier time or times as the Board or its designee may specify, all Documents then in the Executive’s possession or control.

8. Restricted Activities. The Executive agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates:

(a) While the Executive is employed by the Company and for eighteen months after his employment terminates (in the aggregate, the “Non-Competition Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise (except for de minimis ownership interests in public companies), compete with the Company Business within any geographic region in which the Company or its Affiliates then has operations or undertake any planning for any business competitive with the Company Business. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly

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or indirectly competitive or potentially competitive with the Company Business as conducted or under active consideration at the time of the termination of the Executive’s employment. For purposes hereof, the “Company Business” shall mean the theatrical exhibition of motion pictures to the public.

(b) The Executive agrees that, during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere in a material way with his duties and obligations to the Company or any of its Affiliates other than permitted activities as provided in Section 3(c) hereof.

(c) The Executive further agrees that while he is employed by the Company and during the Non-Competition Period, the Executive will not hire or attempt to hire any employee of the Company or any of its Affiliates at the time of termination of his employment or at any time during the preceding 90 days, directly or indirectly solicit for hire any such employee on behalf of any Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates, or solicit or encourage any vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them.

9. Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose all Intellectual Property to the Company. The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the Executive’s full right, title and interest in and to all Intellectual Property. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including, without limitation, the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations; provided, however, that the Company shall reimburse the Executive’s out-of-pocket expenses incurred in connection with complying with these obligations. All copyrightable works that are Intellectual Property that the Executive creates shall be considered “work made for hire.”

10. Enforcement of Covenants. The Executive acknowledges that he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 7, 8 and 9 hereof. The Executive agrees that said restraints are necessary for the reasonable and proper protection of the Company and its Affiliates and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The Executive further acknowledges that, were he to breach any of the covenants contained in Sections 7, 8 and 9 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that the Company, in addition to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any of said covenants, without having to post bond. The parties further agree that, in the event that any provision of Sections 7, 8 and 9 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such

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provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

11. Dividends and Distributions. During the Term, if LCE Holdings, Inc. or LCE Intermediate Holdings, Inc. shall pay a dividend or make any other distribution in respect of their respective shares that are then the subject of options under the Option Agreement (the “Option Shares”), the Company or its Affiliates shall make such compensatory payments or other compensatory financial accommodations to the Executive determined by the Board that, in the good faith judgment of the Board, (a) are of substantially equivalent value to the amount that would have been payable in respect of the Option Shares had they been outstanding at the time of such dividend or other distribution and (b) reflect whether such options are vested or unvested.

12. Prior and Conflicting Agreements. The Company acknowledges and agrees to honor the following rights of the Executive and the obligations of the Company under the following agreements: (a) the Executive’s right to a retention bonus of $1 million within 30 days following December 31, 2004 as provided in the letter agreement dated November 12, 2003 between the Executive and the Company and (b) the Executive’s right to an annual bonus and to parachute tax indemnity payments under Sections 3(c) and 6, respectively, of the employment agreement between the Executive and the Company dated March 1, 2002. The Executive hereby represents and warrants that the execution of this Agreement and the performance of his obligations hereunder will not breach or be in conflict with any other agreement to which the Executive is a party or is bound and that the Executive is not now subject to any covenants against competition or similar covenants or any court order or other legal obligation that would affect the performance of his obligations hereunder. The Executive will not disclose to or use on behalf of the Company any proprietary information of a third party without such party’s consent.

13. Section 280G Indemnification.

(a) If it shall be determined that any amount, right or benefit paid, distributed or treated as paid or distributed by the Company or any of its affiliates to or for the Executive’s benefit (whether paid or payable or distributed or distributable hereunder or otherwise, including, without limitation, in connection with a change of control (within the meaning of Section 280G of the Code), but determined without regard to any additional payments required under this Section 13) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, collectively, the “Excise Tax”), and if immediately before the change in control the Company’s stock was readily tradeable on an established securities market or otherwise within the meaning of Section 280G(b)(5)(A)(ii), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all federal, state and local taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments; provided, that to the extent any Gross-Up Payment would be considered “deferred compensation” for purposes of Section 409A of the Code, the manner and time of payment, and the provisions of this Section 13,

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shall be adjusted to the extent necessary to comply with the requirements of Section 409A with respect to such payment so that the payment does not give rise to the interest or additional tax amounts described at Section 409A(a)(1)(B) or Section 409A(b)(4) of the Code (the “Section 409A penalties”); and further provided, that if, notwithstanding the immediately preceding proviso, the Gross-Up Payment cannot be made to conform to the requirements of Section 409A of the Code, the amount of the Gross-Up Payment shall be determined without regard to any gross-up for the Section 409A penalties.

(b) All determinations required to be made under this Section 13 , including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm as shall be designated jointly by the Executive and the Company (the “Accounting Firm”), which shall be permitted to designate an independent counsel to advise it for this purpose. The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive or the Company that there has been a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm and its legal counsel shall be paid by the Company. Any Gross-Up Payment, as determined pursuant to this Section 13, shall be paid by the Company to the Executive (or to the Internal Revenue Service on the Executive’s behalf) within five days of the receipt of the Accounting Firm’s determination. All determinations made by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty regarding Section 4999 of the Code hereunder, it is possible that the Internal Revenue Code may assert that an Excise Tax is due that was not included in the Accounting Firm’s calculation of the Gross-Up Payments (an “Underpayment”). In the event that the Company exhausts its remedies pursuant to this Section 13 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any additional Gross-Up Payments that are due as a result thereof shall be promptly paid by the Company to the Executive (or to the Internal Revenue Service on the Executive’s behalf).

(c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive receives written notification of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company all information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney selected by the Company and reasonably acceptable to the Executive and ceasing all efforts to contest such claim; (iii) cooperate with the Company in good faith in order to effectively contest such claim; and (iv) permit the

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Company to participate in any proceeding relating to such claim; provided, however, that the Company shall bear and pay directly all reasonable costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expense. Without limiting the foregoing provisions of this Section 13, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine and direct; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the Executive’s taxable year with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(d) If, after the Executive’s receipt of an amount advanced by the Company pursuant to this Section 13, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the Executive’s receipt of an amount advanced by the Company pursuant to this Section 13, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after the Company’s receipt of notice of such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extend thereof, the amount of Gross-Up Payment required to be paid.

(e) The provisions of this Section 13 shall survive the expiration of the Executive’s term of employment hereunder.

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14. Definitions. Words or phrases which are initially capitalized or are within quotation marks shall have the meanings provided in this Section and as provided elsewhere herein. For purposes of this Agreement, the following definitions apply:

(a) “Affiliates” means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by either management authority or equity interest.

(b) “Confidential Information” means any and all information of the Company and its Affiliates that is not generally known by others with whom they compete or do business, or with whom any of them plans to compete or do business and any and all information of the Company which, if disclosed by the Company or its Affiliates, would assist in competition against them including, without limitation, such information relating to (i) the development, research, testing, manufacturing, marketing and financial activities of the Company and its Affiliates, (ii) the costs, sources of supply, financial performance and strategic plans of the Company and its Affiliates, (iii) the identity and characteristics of the customers of the Company and its Affiliates and (iv) the people and organizations with whom the Company and its Affiliates have business relationships and those relationships. Confidential Information also includes any information that the Company or any of its Affiliates have received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed.

(c) “Intellectual Property” means inventions, discoveries, developments, methods, processes, compositions, works, concepts and ideas (whether or not patentable or copyrightable or constituting trade secrets) conceived, made, created, developed or reduced to practice by the Executive (whether alone or with others, whether or not during normal business hours or on or off Company premises) during the Executive’s employment, and during the period of three (3) months immediately following termination of his/her employment, with the Company that relate to either the business or any prospective activity of the Company or any of its Affiliates or that make use of Confidential Information or any of the equipment or facilities of the Company or any of its Affiliates.

(d) “Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust and any other entity or organization, other than the Company or any of its Affiliates.

15. Withholding. All payments made by the Company under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company under applicable law.

16. Assignment. Neither the Company nor the Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement without the consent of the Executive in the event that the Company shall hereafter affect a reorganization, consolidate with, or merge into, any Person or transfer all or substantially all of its properties or assets to any Person. This Agreement shall inure to the benefit of and be binding upon the Company and the Executive, their respective successors, executors, administrators, heirs and permitted assigns.

17. Severability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this

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Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

18. Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of either party to require the performance of any term or obligation of this Agreement, or the waiver by either party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

19. Notices. Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered in person or deposited in the United States mail, postage prepaid, registered or certified, and addressed to the Executive at his last known address on the books of the Company or, in the case of the Company, at its principal place of business, attention of the chief legal officer, or to such other address as either party may specify by notice to the other actually received.

20. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior communications, agreements and understandings, written or oral, with respect to the terms and conditions of the Executive’s employment, except to the extent provided in Section 12 hereof.

21. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by an expressly authorized representative of the Company.

22. Headings. The headings and captions in this Agreement are for convenience only and in no way define or describe the scope or content of any provision of this Agreement.

23. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

24. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of New York without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

25. Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of New York, County of New York for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought

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in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this agreement, the court in which such litigation is being heard shall be deemed to be included in clause (a) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, is reasonably calculated to give actual notice.

26. WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 26 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 26 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

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Employment Agreement

IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by the Company, by its duly authorized representative, and by the Executive, as of the date first above written.

THE EXECUTIVE:	LOEWS CINEPLEX ENTERTAINMENT CORPORATION
	By:
Travis Reid	Name:
	Title:

EX-10.8

Exhibit 10.8

INDIVIDUAL EMPLOYMENT CONTRACT FOR INDEFINITE TIME (TOGETHER WITH ITS EXHIBITS, THIS “AGREEMENT”), ENTERED INTO ON THE ONE PART BY CADENA MEXICANA DE EXHIBICIÓN, S.A. DE C.V., REPRESENTED BY THE SIGNATORY ON ITS BEHALF SET FORTH AT THE FOOT HEREOF (TOGETHER WITH ANY SUCCESSORS, THE “COMPANY”), AND ON THE OTHER, ON HIS OWN BEHALF, BY MR. MIGUEL ANGEL DAVILA GUZMAN (THE “EXECUTIVE”), IN ACCORDANCE WITH THE FOLLOWING REPRESENTATIONS AND CLAUSES.

R E P R E S E N T A T I O N S

I.- The COMPANY represents:

a).- To be a Mexican business corporation with domicile at Mexico City and its main business activity is the exhibition of motion pictures.

b).- To intend to govern the employment relationship of the EXECUTIVE as Chief Executive Officer (Director General), pursuant to the terms of this Agreement.

II.- The EXECUTIVE represents:

a).- To be a Mexican national, male sex, married, 39 years old, with domicile at Mexico City.

b).- To wish to perform the position of Chief Executive Officer (Director General) of the COMPANY in accordance with the provisions hereof.

c).- To speak, read, write and comprehend the English language.

In view of the above statements, the parties agree to the following

C L A U S E S

FIRST.- The EXECUTIVE shall render personally to the COMPANY the services as Chief Executive Officer (Director General), as an employee, under the management and supervision of the Board of Directors of the COMPANY. Subject to the terms and conditions of this Agreement, the EXECUTIVE agrees to perform the duties inherent to his position and all those activities that the Board of Directors of the COMPANY may instruct him from time to time during his employment with the COMPANY consistent with his employment as Chief Executive Officer (Director General). The term of the employment of the EXECUTIVE shall be indefinite.

The Board of Directors of the COMPANY may request the EXECUTIVE to render services, without additional compensation, to the COMPANY’s Affiliates, provided that the COMPANY will be the only employer and such services are related to his position as Chief Executive Officer (Director General) of the COMPANY. The EXECUTIVE’s current positions with civic and charitable organizations are set forth in Clause THIRTEENTH hereof. The EXECUTIVE shall not accept additional civic or charitable positions if such positions could reasonably be expected to interfere with the performance of his duties as Chief Executive Officer (Director General). The EXECUTIVE shall notify the Board of Directors of his acceptance of any positions.

SECOND.- The EXECUTIVE shall render his services at the headquarters of the COMPANY in the Mexico City Metropolitan area, provided that the EXECUTIVE will undertake such business travel as is reasonably necessary or advisable in connection with the performance of his duties.

THIRD.- For purposes of the benefits that according to the Federal Labor Law are granted based on seniority, the COMPANY recognizes that the EXECUTIVE started rendering services on January 17, 1994.

FOURTH.- The COMPANY shall pay to the EXECUTIVE for all services to be rendered in accordance with this Agreement, a yearly salary (the “Base Salary”) of $400,000.00 US Dollars (FOUR HUNDRED THOUSAND Dollars of the United States of America 00/100). The Base Salary shall be paid bimonthly in Dollars or in Mexican currency. If in Mexican currency, the Dollars shall be converted into Mexican Pesos using the exchange rate to fulfill obligations denominated in foreign currency payable in the Mexican Republic published by Banco de Mexico (or successor institution) on the Official Gazette of the Federation one (1) business day prior to the relevant payment date. Such amount does not include payments due to vacation premium equal to 25% of the Base Salary corresponding to the days of vacation or due to Christmas bonus, all of which shall be paid to the EXECUTIVE as required in accordance with Mexican law from time to time (the “Required Christmas Bonus and Vacation Premium”); provided, that, (i) weekly days off and days off as holidays are included in the Base Salary, (ii) vacation premium is payable only in respect of days to which the EXECUTIVE is entitled to vacation (including in respect of vacation days not taken) and (iii) Christmas bonus is currently equivalent to fifteen days of Base Salary per year. The salary and Required Christmas Bonus and Vacation Premium shall be paid at the headquarters of the COMPANY or by electronic transfer to the account designated by the EXECUTIVE (in the case of electronic transfer, the records of the payor or payee bank shall be sufficient evidence of payment). In addition, the EXECUTIVE shall be entitled to receive the benefits and perquisites described on Exhibit A of this Agreement, which Exhibit forms an integral part hereof.

In the event of the termination of the EXECUTIVE’S employment with the COMPANY, the EXECUTIVE shall be entitled to receive termination payments, if any, subject to the terms and conditions described on Exhibit B of this Agreement, which document signed by the parties forms an integral part hereof.

FIFTH.- The EXECUTIVE shall take periods of vacation of up to six weeks of paid vacation (together with the applicable vacation premium included in Required Christmas Bonus and Vacation Premium) per annum. Notwithstanding the immediately prior sentence, (i) the number of vacation days to which the EXECUTIVE is entitled for the period commencing November 10, 2004 and ending on December 31, 2004 shall equal six weeks minus the number of days actually taken by the EXECUTIVE during the period commencing on January 1, 2004 and ending on November 7, 2004 and (ii) the vacation days to which the EXECUTIVE is entitled in any other fiscal year during which the EXECUTIVE is not employed for the entirety of such fiscal year shall be prorated for the period the EXECUTIVE was actually employed during such fiscal year.

SIXTH.- Holidays shall be those set forth by the COMPANY pursuant to its practices.

SEVENTH.- The COMPANY shall pay to the EXECUTIVE a proportional part of the annual Christmas bonus if the EXECUTIVE works for a period under one year.

EIGHTH.- During his employment with the COMPANY, the EXECUTIVE shall be eligible to receive a bonus (the “Bonus”), including in respect of calendar year 2004, based on the results obtained during each fiscal year. The calculations to determine the Bonus are defined in Exhibit C hereto, which forms a part hereof.

The Bonus, if any, which is earned by, and payable to, the EXECUTIVE, for any applicable fiscal year, shall be paid by the COMPANY to the EXECUTIVE automatically, without the need for a resolution by the Board of Directors of the COMPANY or any of its affiliates or any instruction or similar direction by any member of the Board of Directors, a shareholder of the COMPANY or any other party, on the earlier to occur of (i) the day that is forty five (45) days counted from the last day of the fiscal year or yearly period in respect of which EBITDA is calculated or (ii) three business days after the day on which EBITDA shall be approved as specified in the definition of EBITDA, provided that, upon termination of his employment with the COMPANY for any reason, the EXECUTIVE shall in accordance with Exhibit B hereof be entitled to receive a proportionate part of the Bonus.

NINTH.- The EXECUTIVE will be granted certain incentives as contemplated by, and subject to the terms and conditions of, the Grupo Cinemex, S.A. de C.V. Stock Appreciation Rights Agreement executed contemporaneously herewith (the “SAR Agreement”) and the following additional agreements to be entered into by the EXECUTIVE contemporaneously herewith: LCE Holdings, Inc. and LCE Intermediate Holdings, Inc. Option

Agreement between LCE Holdings, Inc., LCE Intermediate Holdings, Inc. and the EXECUTIVE (together with the LCE Holdings, Inc. and LCE Intermediate Holdings, Inc. 2004 Management Stock Option Plan); the Management Stockholders Agreement among LCE Holdings, Inc., LCE Intermediate Holdings, Inc., LCE Holdco LLC, Loews Cineplex Entertainment Corporation and certain Management Optionholders and Stockholders of LCE Holdings, Inc. and LCE Intermediate Holdings, Inc. from time to time party thereto; and the Registration Rights Agreement among LCE Holdings, Inc., LCE Intermediate Holdings, Inc., LCE Holdco LLC, LCE Acquisition Corporation and certain Stockholders of LCE Holdings, Inc. and LCE Intermediate Holdings, Inc. (the “Ancillary Agreements”). A copy of the Ancillary Agreements is attached hereto as Exhibit D.

During the term of his employment, EXECUTIVE shall be eligible to participate in all employee benefits and employee benefit plans of the COMPANY hereafter adopted which are applicable to all the COMPANY’s senior executives generally, as long as such plans grant benefits and perquisites that are different in type from those contemplated herein and in the agreements referred to herein. The COMPANY hereby agrees to take any and all action, and execute any and all documents, that may be necessary for EXECUTIVE to be a party to, and be entitled to the benefits of, any such employee benefit plans.

TENTH.- The EXECUTIVE shall be required to maintain confidential, and shall not use for any purpose other than as required for the performance of his duties as Chief Executive Officer (Director General) of the COMPANY (which shall permit the EXECUTIVE to disclose and discuss the relevant information of the COMPANY or its activities, whether or not confidential, to any employees, officers, consultants or advisors of the COMPANY or to any other third party, in each case as reasonably required in the performance of his duties), any and all information (i) owned or prepared for the benefit of the COMPANY, (ii) marked or treated as confidential and (iii) that, if disclosed, could assist the COMPANY’s competitors or could cause damages or losses to the COMPANY, in all cases that is in possession of the EXECUTIVE (“Confidential Information”), except that the Confidential Information shall not include information (i) that has been disclosed or has become generally available to the public through no fault of the EXECUTIVE, (ii) that is available through any industry or commerce chamber or any information gathering entity or agency, or (iii) that the EXECUTIVE is required to disclose pursuant to applicable law or as required by a court, arbitration panel or governmental agency.

Except as required for the performance by the EXECUTIVE of his duties, all Confidential Information in possession of the EXECUTIVE must be kept by the EXECUTIVE at the headquarters of the COMPANY.

Upon termination of his employment with the COMPANY, the EXECUTIVE shall return, to the person designated in writing by the Board of Directors of the COMPANY or, if no such person has been designated, to the General Counsel of the Company with copies to the General Counsel of Loews Cineplex Entertainment Corporation (which such copies shall be made at the expense of the COMPANY), all Confidential Information in possession of the EXECUTIVE.

The obligations of the EXECUTIVE pursuant to this Clause shall be in effect during the term of the EXECUTIVE’s employment with the COMPANY and for a period of 18 months counted from the date of termination of his employment.

ELEVENTH.- Given the EXECUTIVE’s knowledge of the COMPANY’s business derived from the high level of his position, during his employment with the COMPANY and for an additional period of 18 months counted from the date of termination of employment, the EXECUTIVE shall not engage in, or invest in, or be employed by any business engaged in, or assist as a consultant or assist otherwise to any business engaged in the motion picture exhibition business within the United Mexican States. Nothing in this Clause ELEVENTH shall be deemed to limit the ability of the EXECUTIVE (i) to maintain investments in entities that are or may become suppliers or contractors of the COMPANY or any of its affiliates (without prejudice of his obligations pursuant to Clause Thirteenth hereof), (ii) to participate, after the termination of his employment, in the distribution of motion pictures to exhibitors or the supply of equipment or products to motion picture exhibitors, or (iii) be employed, after the termination of his employment, by McKinsey & Company, Booz Allen Hamilton Inc., The Boston Consulting Group or an equivalent firm, even if such firm provides services to companies engaged in the motion picture exhibition business (provided that the EXECUTIVE shall refrain, for such 18 month period, to provide or assist in the provision of services to such companies).

TWELFTH.- During his employment with the COMPANY and for a period of 18 months thereafter, the EXECUTIVE agrees not to hire, take any action to hire, nor assist any third party in the hiring of, any officer or employee of the COMPANY or any of its subsidiaries if any such officer or employee is compensated (or was compensated prior to his or her hiring) at more than 40,000 Mexican pesos per month or is in the first two levels of management of the COMPANY or any subsidiary of the COMPANY or is a manager or an assistant manager of any movie theatre operated by the COMPANY or any of its subsidiaries; provided that the delivery of recommendation letters by the EXECUTIVE at the request of any such officer or employee shall not constitute a breach of this provision.

THIRTEENTH.- The EXECUTIVE shall devote his best efforts and business time to the advancement of the interests and business of the COMPANY. Except as permitted hereunder, the EXECUTIVE, while employed by the COMPANY, shall not enter into, maintain or permit the COMPANY or any of its Affiliates to enter into or maintain a Conflict of Interest Transaction or Position. As used herein, “Conflict of Interest Transaction or Position” means (i) any transaction directly or indirectly between the COMPANY or any of its Affiliates on the one hand and the EXECUTIVE or any member of his family or any business in which the EXECUTIVE or any member of his family has any equity interest (other than ownership of less than 3% of any class of equity securities) or in which the EXECUTIVE or any member of his family is a director or first or second level officer, (ii) any equity investment by the EXECUTIVE, directly or indirectly, in any business, other than passive investments, and (iii) any service by the EXECUTIVE as a director, officer, employee or consultant to any business other than the COMPANY and its Affiliates. For purposes hereof, the term “family” means Mr. Davila’s spouse, children, father, mother, brothers, aunts, uncles, cousins, nephews and nieces, brothers-in-law and parents-in-law or any spouse of any of the foregoing.

Notwithstanding the foregoing, if the EXECUTIVE determines that any existing investment, arrangement, transaction or agreement that was not a Conflict of Interest Transaction or Position at inception but that has or may be reasonably likely to become a Conflict of Interest Transaction or Position for reasons beyond the control of the EXECUTIVE, the EXECUTIVE shall notify the Board of Directors of the COMPANY, provided that if the Board of Directors of the COMPANY disapproves such potential Conflict of Interest Transaction or Position, the parties shall in good faith negotiate the terms for the divestiture or cancellation of any such actual or potential Conflict of Interest Transaction or Position as soon as it is reasonably practicable and with the purpose of minimizing any economic or political damage.

The COMPANY may terminate this Agreement with no further liability if the EXECUTIVE knowingly hides from the Board of Directors of the COMPANY the existence of any Conflict of Interest Transaction or Position.

In connection with the foregoing, the parties agree that (A) (i) the EXECUTIVE’s investment in a real estate venture, (ii) the EXECUTIVE’s activities as member of the exhibitor’s association, (iii) the EXECUTIVE’s activities as a member of an organization of entrepreneurs, (iv) the services provided by the brother of the EXECUTIVE in connection with the web page of the COMPANY in each case as further described in Exhibit E (all of which the COMPANY acknowledges has been disclosed to the COMPANY and its shareholders), and (B) activities (including all positions as director offered to the EXECUTIVE) disclosed hereafter to, and approved in writing by, the Board of Directors of the COMPANY pursuant to this Clause, shall not constitute Conflict of Interest Transactions or Positions.

FOURTEENTH.- Given that the EXECUTIVE’s compensation as stipulated in clause FOURTH includes compensation for all services rendered in accordance with this Agreement, the COMPANY shall be the sole and exclusive owner of all Intellectual Property which the EXECUTIVE may create or develop during the period of his employment and as a result of his activities, free and clear of any and all claims, liens or encumbrances.

For purposes hereof, the term “Intellectual Property” shall mean any and all intellectual rights, expressly defined as such under the Federal Copyright Law (Ley Federal del Derecho de Autor) and the Federal Industrial Property Law (Ley de la Propiedad Industrial), including, without limitation, all copyrights, patents, trademarks, service marks, in every stage of development, production and completion, and all rights to distribute, promote or otherwise exploit any of the foregoing by any means, media or processes.

FIFTEENTH.- The EXECUTIVE agrees to subject to physical examinations performed to the COMPANY’s employees in accordance with the practices of the COMPANY, in the understanding that the physician practicing such examinations shall be designated and paid by the COMPANY.

SIXTEENTH.- The parties agree that this Agreement (together with its exhibits) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes, leaves without effect and terminates any and all other prior discussions, negotiations, proposals, understandings and agreements, whether oral or written, between the EXECUTIVE and the COMPANY and that the employment relationship between the COMPANY and the EXECUTIVE shall be ruled exclusively by the provisions of this Agreement (together with its exhibits) and the provisions of the Federal Labor Law, the Social Security Law and Regulations thereto. The Ancillary Agreements shall govern the matters referred to therein and shall be governed by the law set forth therein.

SEVENTEENTH.- All notices in connection herewith shall only be effective if in writing and when delivered personally to each of the parties at their respective addresses set forth herein, provided that communications to be delivered to the Company shall be delivered as specified in Exhibit F with a copy as specified in Exhibit F.

EIGHTEENTH.- All monetary conversions from U.S. dollars to Mexican pesos, and from Mexican pesos to U.S. dollars, in connection with any value determination under this Agreement shall be made at the exchange rate published by Banco de México (Mexico’s central bank) or any successor institution in effect on the business day immediately prior to the date of any such value determination.

NINETEENTH.- The parties will seek to agree on a Spanish translation of this Agreement. Notwithstanding the foregoing, in view that this Agreement is signed in English, in case of controversy derived from the interpretation of both versions, the parties agree that the English version shall prevail.

Once this Agreement was fully read and that the EXECUTIVE and the representative of the COMPANY were informed of its validity and force of law, they ratified and signed it in agreement in two original counterparts, before two witnesses, in Mexico City, on November 10, 2004.

CADENA MEXICANA DE EXHIBICIÓN, S.A. DE C.V.

By:

Title:

EXECUTIVE

Miguel Angel Dávila Guzmán

WITNESS

EXHIBIT A

Capitalized terms used herein (and not otherwise defined herein) shall have the meanings ascribed to such terms in the Agreement.

BENEFITS AND PERQUISITES OF THE EXECUTIVE

a. (1) To facilitate the performance of EXECUTIVE’s services hereunder, EXECUTIVE shall, at all times, be entitled to the use of one armored vehicle, similar to the armored vehicle currently provided by the COMPANY to EXECUTIVE, to be provided by the COMPANY. On January 1, 2007, the COMPANY shall transfer ownership of the armored vehicle currently used by EXECUTIVE to EXECUTIVE (by taking any and all action necessary to that effect), without the need of any payment by EXECUTIVE, provided that EXECUTIVE is employed by the COMPANY on such date.

(2) Following the transfer of ownership of the car specified in a (1) above, EXECUTIVE shall be entitled to receive and use a new armored vehicle of similar type, the cost of which shall not exceed US$80,000 plus US$50,000 for armoring. On January 1, 2010 and every three years thereafter, the COMPANY shall transfer ownership of the armored vehicle then used by EXECUTIVE to EXECUTIVE (by taking any and all action necessary to that effect), without the need of any payment by EXECUTIVE, provided that EXECUTIVE is employed by the COMPANY on each such date. If, however, EXECUTIVE’s employment hereunder shall terminate for any reason, EXECUTIVE shall have the right to cause the COMPANY to transfer ownership, and the COMPANY shall be obligated to transfer ownership, of the armored vehicle then used by EXECUTIVE to EXECUTIVE, in exchange for a payment by EXECUTIVE of an amount equal to the non-amortized value, not including armoring, of such vehicle (taking into account to calculate such non-amortized, non-armored, value, the three (3) year agreed-to life of the vehicle and the time the vehicle has been used by EXECUTIVE assuming that the EXECUTIVE has used the vehicle since the beginning of such three-year period).

(3) The COMPANY hereby agrees that any and all expenses, of any nature, attributable to the armored vehicle used by the EXECUTIVE (including expenses incurred by the EXECUTIVE, for the operation and maintenance of such vehicle), shall be paid or reimbursed by the COMPANY.

(4) The COMPANY hereby agrees to pay the cost of one driver for the EXECUTIVE plus up to an aggregate amount of US$3,000 per month toward the cost (including salaries, benefits, compensation and expenses) of additional driver/bodyguards for EXECUTIVE’s personal use and the use of his family.

b. The following insurance to be provided and paid by the COMPANY for the benefit of the EXECUTIVE:

(i) medical insurance for the EXECUTIVE and his family members contracted in the United States of America for up to US$5,000,000 per family member; and

(ii) life insurance for US$2,000,000.

The basis and conditions of the above insurance will be ruled by the respective policy, which the COMPANY will contract with an internationally recognized insurance company in the United States of America reasonably acceptable to the EXECUTIVE.

c. The use of a golf club membership by the EXECUTIVE, his spouse and children, provided that the COMPANY shall pay all membership dues directly attributable to such membership, which membership shall be in the name of the COMPANY.

November 10, 2004

	CADENA MEXICANA DE EXHIBICIÓN, S.A. DE C.V.
	By:
	Title:
	EXECUTIVE
	Miguel Angel Dávila Guzmán
WITNESS

Signature page to Exhibit A to the Employment Agreement

EXHIBIT B

Capitalized terms used herein (and not otherwise defined herein) shall have the meanings ascribed to such terms in the Agreement.

TERMINATION OF EMPLOYMENT OF THE EXECUTIVE

1. Termination.

a. Death. EXECUTIVE’s employment by the COMPANY shall automatically terminate upon EXECUTIVE’s death. In the event of termination of employment as a result of death of the EXECUTIVE, EXECUTIVE’s beneficiaries pursuant to EXECUTIVE’s testament or applicable law, shall be entitled to receive, and the COMPANY shall be obligated to pay all accrued benefits until his last day of employment (including, without limitation, (i) any unpaid portion of the Base Salary and the Bonus, reimbursement or payment of expenses, payments under any other employee benefit plans, the right to purchase the armored vehicle then in use, unpaid and prorated Required Christmas Bonus and Vacation Premium, payment of benefits or vesting of options under the LCE Holdings, Inc. and LCE Intermediate Holdings, Inc. Option Agreement and the Grupo Cinemex, S.A. de C.V. Stock Appreciation Rights Agreement, in each case, to which the Executive is entitled under the other provisions of this Agreement and (ii) his seniority bonus (the “Final Compensation”). In the event that the EXECUTIVE’s employment with the COMPANY is terminated for any reason, such Final Compensation shall, for the purposes of determining any earned vacation payment required to be made to the EXECUTIVE under Mexican law, be calculated taking into account vacation days not taken prior to November 10, 2004 to the extent the relevant statutory period extends back prior to November 10, 2004.

All Final Compensation payable under this Section 1.a. or Sections 1.b., 1.c., 1.d. and 1.e. below will be paid in a single lump sum promptly after the termination of the EXECUTIVE’s employment, except for the pro rata payment of the EXECUTIVE’s bonus for the fiscal year in which the EXECUTIVE shall have resigned, in the case of the EXECUTIVE’s resignation for no reason pursuant to Section 1.f. below, which will be paid at the time such bonus would have been paid had the EXECUTIVE remained employed by the Company.

b. Disability.

(i) The COMPANY shall have the right, exercisable by giving written notice to EXECUTIVE at least five (5) days in advance, to terminate EXECUTIVE’s employment by the COMPANY under this Agreement, at any time after EXECUTIVE has been unable to perform the services required of EXECUTIVE hereunder for at least one hundred and twenty (120) days, in any consecutive three hundred and sixty five (365)-day period, as a result of physical or mental disability, illness or injury, evidenced by a medical certificate to that effect (a “Disability”). In the event of the termination of the EXECUTIVE’s employment for disability, the EXECUTIVE shall be entitled to either (i) the Specified Severance Benefit (as hereinafter defined) or (ii) the benefit of such policy of disability insurance as shall be agreed upon by the COMPANY and the EXECUTIVE and purchased by the COMPANY, with an international company of recognized standing, for the EXECUTIVE in lieu of such severance benefit.

(ii) The Board of Directors of the COMPANY may temporarily designate another employee to act in the EXECUTIVE’S place during any period of the EXECUTIVE’s Disability.

c. By the COMPANY For Cause. The COMPANY may terminate the EXECUTIVE’S employment with the COMPANY for Cause at any time provided that applicable formalities under the Federal Labor Law are met. The following shall constitute “Cause” for termination, in addition to the actions or omissions described in the Federal Labor Law:

(i) the EXECUTIVE’S willful failure to substantially perform his duties and responsibilities under the Agreement;

(ii) the EXECUTIVE’S willful failure to carry out, or comply with, any lawful and reasonable and ethical directive of the Board not inconsistent with the terms of this Agreement or his obligation as Chief Executive Officer (Director General);

(iii) the EXECUTIVE engages in conduct that is criminal or materially contrary to applicable law;

(iv) the EXECUTIVE shall have defrauded the COMPANY or its shareholders, as a result of the EXECUTIVE’s actions, or if the EXECUTIVE shall have acted with willful misconduct (dolo) against the COMPANY or its shareholders so as to cause damages or losses to the COMPANY or its shareholders; provided that prior to the giving of any notice of termination hereunder, the EXECUTIVE shall have been given the right to fully address the Board of Directors, in respect of the presumed fraud or willful misconduct against the COMPANY; and

(v) the EXECUTIVE’S breach of, or failure to comply with, the terms and provisions of Clause Eleventh or Thirteenth of the Agreement.

In the event of termination of the EXECUTIVE’s employment for Cause, EXECUTIVE shall be entitled to no further compensation, benefits or other payments from the COMPANY, except for the Final Compensation.

d. By the COMPANY Without Cause or For No Reason. The COMPANY shall have the right, exercisable by giving written notice to EXECUTIVE, to terminate the EXECUTIVE’s employment by the COMPANY under this Agreement, without Cause or for no reason. In the event of termination of the EXECUTIVE’s employment without Cause or for no reason, the EXECUTIVE or his beneficiaries pursuant to his testament or applicable law, as the case may be, shall be entitled to receive, and the COMPANY shall be obligated to pay to the EXECUTIVE the Final Compensation (in the manner set forth in Section 1.a. above) and, in addition, during each month until the conclusion of a period of eighteen (18) months following the date of termination:

(i) an amount equal to 1/12th of his Base Salary; and

(ii) an amount equal to 1/12th of the lesser of (A) the EXECUTIVE’s Bonus for the fiscal year preceding such termination or (B) 75% of his then current salary (the Final Compensation plus any amounts payable under paragraphs (i) and (ii), less any reductions pursuant to the immediately following sentence, the “Specified Severance Benefit”).

Amounts payable under this Section 1.d. and Section 1.e. below shall be reduced by the sum corresponding to the EXECUTIVE’s Mexican legal severance effectively paid under the Federal Labor Law or other law.

Notwithstanding the foregoing, any obligation of the COMPANY to the EXECUTIVE hereunder and under Section 1.e below is conditioned upon the EXECUTIVE signing an effective release of claims acceptable to the parties.

e. By the EXECUTIVE for Good Reason. The EXECUTIVE may terminate his employment with the COMPANY for Good Reason, upon notice to the COMPANY setting forth in reasonable detail the nature of such Good Reason, pursuant to the provisions of Article 51 of the Federal Labor Law. The following shall constitute “Good Reason” for termination by the EXECUTIVE:

(i) failure of the COMPANY to continue the EXECUTIVE in the position of Chief Executive Officer (Director General);

(ii) material diminution in the nature or scope of the EXECUTIVE’S responsibilities, duties or authority;

(iii) material intentional failure of the COMPANY to pay the EXECUTIVE the Base Salary, the Bonus or any other amount payable to EXECUTIVE in the manner described in this Agreement;

(iv) the Board of Directors of the COMPANY persists, after protest by the EXECUTIVE, in requiring EXECUTIVE to engage in conduct that is criminal or contrary to applicable law or that a reasonable person would consider to be unethical;

(v) the COMPANY requires the EXECUTIVE to relocate outside of the Mexico City metropolitan area, otherwise changes materially the EXECUTIVE’s working conditions or requires the EXECUTIVE to report to persons other than the Board of Directors of the Company;

(vi) the COMPANY’s commencement, over the EXECUTIVE’s objection, of a new substantial line of business, that is not related to an extension of, or ancillary to, the COMPANY’s then existing business, unless ceased within thirty (30) days, counted from the date EXECUTIVE shall have given written notice in connection with the termination, to the President or Secretary of the Board of Directors of the COMPANY;

(vii) if a Change of Control (as defined in the SAR Agreement) occurs that results in the consolidation with an entity the main business activity of which is not the entertainment business; or

(viii) the sale of a Substantial Portion of the COMPANY’s assets, that is not approved by the EXECUTIVE, where “Substantial Portion” means assets generating at least thirty percent (30%) of the COMPANY’s gross consolidated cash flow; except for dispositions that arise from (i) non-performance by business or a portion thereof or (ii) swaps of comparable assets with other companies.

In the event of termination in accordance with this Section 1.e., then the EXECUTIVE will be entitled to the Specified Severance Benefit.

(f) By the EXECUTIVE upon resignation. The EXECUTIVE may terminate his employment with the COMPANY at any time. The COMPANY shall have no further obligation to the EXECUTIVE, other than for the payment of the Final Compensation.

2. Special Rights upon certain Changes of Control. If a Change of Control (as defined in the SAR Agreement) that does not trigger the vesting of Tranche Two Units or Tranche Three Units under the SAR Agreement and in connection with such Change of Control, the COMPANY terminates the EXECUTIVE’S employment other than for Cause, or the EXECUTIVE terminates his employment For Good Reason, in either case, within two years from July 30, 2004, then, in addition to any payments to or on behalf of the EXECUTIVE under Section 1.d. or 1.e. of this Exhibit B and provided that the EXECUTIVE signs a mutually acceptable effective release of claims, the COMPANY shall pay, or cause to be paid, to the EXECUTIVE a lump sum payment equal to the sum of: (x) the actual fair market value (net of any exercise price) of all vested Options under the Option Agreement between the EXECUTIVE, LCE Holdings, Inc. and LCE Intermediate Holdings, Inc., dated as of the date hereof (the “Option Agreement”) and all vested Tranche One Units under the SAR Agreement; (y) the actual fair market value (net of any exercise price) of 50% of all unvested Tranche 1 Options under the Option Agreement and 50% of all unvested Tranche One Units under the SAR Agreement; and (z) the actual fair market value of all Tranche Two and Tranche Three Units under the SAR Agreement, and Tranche 2 and Tranche 3 Options under the Option Agreement, to the extent vested as if such Change of Control constitutes a liquidity event under the SAR Agreement and Option Agreement, as applicable; provided that such fair market value shall be determined in accordance with the standards set forth in the Option Agreement or SAR Agreement, as applicable; provided, further, that, upon payment of such lump sum payment, all of the EXECUTIVE’s Options under the Option Agreement and Units under the SAR Agreement shall expire.

3. Special Termination Rights. If the COMPANY terminates the EXECUTIVE’S employment other than for Cause, or the EXECUTIVE terminates his employment For Good Reason, in either case in circumstances other than the circumstances in which Section 2 above applies, then, in addition to any payments to or on behalf of the EXECUTIVE under Section 1.d. or 1.e. of this Exhibit B and provided that the EXECUTIVE sign a

mutually acceptable effective release of claims, the COMPANY shall pay, or cause to be paid, to the EXECUTIVE a lump sum payment equal to the sum of the fair market value (net of any exercise price) of all or a portion of the Tranche 2 and Tranche 3 Options under the Option Agreement and all or a portion of the Tranche Two and Tranche Three Units under the SAR Agreement in each case equal to (A) 20% per year times (B) the number of completed years of employment following July 30, 2004; provided that such fair market value shall be determined in accordance with the standards set forth in the Option Agreement or SAR Agreement, as applicable; provided, further, that, upon payment of such lump sum payment, all of the EXECUTIVE’s Options under the Option Agreement and Units under the SAR Agreement shall expire, except for any vested Tranche 1 Options and Tranche One Units. For example, if the EXECUTIVE’S employment was terminated by the COMPANY other than for Cause after 3 and a half years, the EXECUTIVE would be eligible to receive a lump sum payment of the actual net fair market value in respect of 60% of (i) all of his Tranche Two and Tranche Three Units under the SAR Agreement (i.e., the number of Units to which he would have been entitled if the fair market value of the COMPANY at termination had reflected a 2.0x or 3.0x return on COMPANY equity) and (ii) all of his Tranche 2 and Tranche 3 Options (i.e., the number of Units to which he would have been entitled if the fair market value of LCE Holdings, Inc. at the time of termination had reflected a 2.0x or 3.0x return to the shareholders of LCE Holdings, Inc. as of July 31, 2004).

4. Effect of Termination. In the event the EXECUTIVE’s employment with the COMPANY is terminated:

a. Payment by the COMPANY of the amounts described in this Exhibit B subject to the terms and conditions of this Exhibit B shall constitute the entire obligation of the COMPANY to the EXECUTIVE, except for, and in addition to, what is provided under the Ancillary Agreements.

b. The effects of provisions of this Agreement shall survive any such termination if so provided therein or if necessary to accomplish the purposes of other surviving provisions, including without limitation the obligations of the EXECUTIVE under Clauses TENTH, ELEVENTH and TWELFTH of the Agreement. The obligation of the COMPANY to make payments to or on behalf of the EXECUTIVE under Section 1(d) or 1(e) of this Exhibit B is expressly conditioned upon the EXECUTIVE’S continued full performance of obligations under Clauses TENTH, ELEVENTH and TWELFTH of the Agreement. The foregoing does not imply the EXECUTIVE’s continuation of his employment relationship with the COMPANY. The EXECUTIVE recognizes that, except as expressly provided in Section 1.d. or 1.e. of this Exhibit B no compensation will be earned after termination of employment, except for, and in addition to, what is provided under the Ancillary Agreements.

5. Dividends and Distributions. During the EXECUTIVE’s employment, (i) if LCE Holdings, Inc. or LCE Intermediate Holdings, Inc. shall pay a dividend or make any other distribution in respect of their respective shares that are then the subject of options under the Option Agreement (the “Option Shares”), the company paying such dividend or other distribution or its affiliates shall make such compensatory payments or other compensatory financial accommodations to the EXECUTIVE determined by such company’s board of directors that, in the good faith judgment of such board, (a) are of substantially equivalent value to the amount that would have been payable in respect of the Option Shares had they been outstanding at the time of such dividend or other distribution and (b) reflect whether such options are vested or unvested and (ii) if Grupo Cinemex, S.A. de C.V. shall pay a dividend or make any other distribution in respect of its respective shares on which an award under the SAR Agreement is then based, (the “SAR Shares”), Grupo Cinemex or its affiliates shall make such compensatory payments or other compensatory financial accommodations to the EXECUTIVE determined by Grupo Cinemex’s board of directors that, in the good faith judgment of the board, (a) are of substantially equivalent value to the amount that would have been payable in respect of the SAR Shares had they been outstanding at the time of such dividend or other distribution and (b) reflect whether such award is vested or unvested. The EXECUTIVE shall not receive any such compensatory payment or financial accommodation in respect of a dividend or distribution under clause (i) of this Section 5 to the extent that such dividend or distribution resulted from a dividend or distribution under clause (ii) of this Section 5.

November 10, 2004

	CADENA MEXICANA DE EXHIBICIÓN, S.A. DE C.V.
	By:
	Title:
	EXECUTIVE
	Miguel Angel Dávila Guzmán
WITNESS

Signature page to Exhibit B to the Employment Agreement

EXHIBIT C

Capitalized terms used herein (and not otherwise defined herein) shall have the meanings ascribed to such terms in the Agreement.

PERFORMANCE BONUS OF THE EXECUTIVE

If the COMPANY meets eighty five percent (85%) of its budgeted EBITDA for the applicable fiscal year, the Bonus shall be equal to thirty eight percent (38%) of the EXECUTIVE’s Base Salary for such fiscal year. If the COMPANY meets one hundred percent (100%) of its budgeted EBITDA for the applicable fiscal year, the Bonus shall be equal to seventy five percent (75%) of the EXECUTIVE’s Base Salary for such fiscal year (the “Target Bonus”). If the COMPANY meets or exceeds one hundred and fifteen percent (115%) of its budgeted EBITDA for the applicable fiscal year, the Bonus shall be equal to one hundred percent (100%) of the EXECUTIVE’s Base Salary for such fiscal year (each of the aforementioned percentage EBITDA thresholds being hereinafter referred to as a “Budget Threshold”). With respect to any applicable fiscal year, if the COMPANY meets a percentage of its budgeted EBITDA that falls in-between any two (2) of the Budget Thresholds, the EXECUTIVE’s Bonus for such fiscal year shall be determined by interpolating, on a straight-line basis, the bonus payable based on performance at each of the Budget Thresholds, such that (the following example is included herein for illustration purposes only) if the COMPANY meets ninety percent (90%) of its budgeted EBITDA for the applicable fiscal year, the EXECUTIVE would be entitled to an Bonus equal to fifty point thirty three percent (50.33%) of the EXECUTIVE’s Base Salary for such fiscal year, such percentage being determined as the sum of thirty eight percent (38%) plus the product of (i)(A) ninety percent (90%) applicable during the fiscal year during which EBITDA was calculated minus eighty five percent (85%) divided by (B) one hundred percent (100%) minus eighty five percent (85%) and (ii) seventy five percent (75%) minus thirty eight percent (38%). If the Company fails to meet eighty-five percent (85%) of budgeted EBITDA for the applicable fiscal year, no Bonus will be payable.

In the event that the COMPANY makes an acquisition or disposition of a company, line of business or assets, or makes a substantial change (including a substantial increase or decrease in capital expenditures) to the business of the COMPANY that is not consistent with the COMPANY’s business used to prepare the relevant budget, or changes its accounting policies or the method for calculating EBITDA, for purposes of calculating the Bonus, the budgeted EBITDA shall be adjusted to take into account any such event or events or any other similar event, as agreed between the EXECUTIVE and the person or persons appointed by the Board of Directors and, if no such agreement shall be reached within thirty (30) days counted from the date any such event shall have occurred, as determined by the COMPANY’s then acting auditors.

For purposes hereof, “budgeted EBITDA” shall be the budgeted EBITDA, as agreed to by the EXECUTIVE and the COMPANY in writing for such fiscal year, as adjusted from time to time pursuant to the preceding paragraph. In addition, with respect to years other than 2004, the earning of the Bonus may require achieving a free cash flow target, all as may be agreed to by the EXECUTIVE and the COMPANY, provided that absent such agreement the EBITDA measures set forth herein shall apply exclusively.

For purposes hereof, “EBITDA” means earnings before interest, income or similar taxes (including employee profit sharing), depreciation and amortization and gain or loss on sale/disposition of theaters, as determined in accordance with generally accepted accounting principles in effect in Mexico, applied on a consistent basis, and pursuant to the COMPANY’s yearly audited or unaudited interim financial statements, as the case may be, as submitted to, and approved by, the Board of Directors of the COMPANY; provided that if the Board of Directors shall fail to reach agreement to approve any applicable EBITDA, within thirty (30) days from the date the EBITDA calculation shall have been submitted thereto, EBITDA shall be the EBITDA determined by the COMPANY’s acting auditors.

If the EXECUTIVE’s employment shall terminate for any reason other than for Cause or as a result of the EXECUTIVE’s resignation for no reason, prior to the end of any fiscal year, the EXECUTIVE’s Bonus for the fiscal year then current at the time the EXECUTIVE’s termination shall become effective, shall be calculated taking into account the number of calendar months then elapsed and satisfaction of budgeted EBITDA for such months, and the Bonus shall be payable promptly after the time of such termination; provided that, such Bonus shall be prorated based on the number of full calendar months for which the EXECUTIVE was employed during the fiscal year current at the time. If the EXECUTIVE’s employment shall have been terminated as a result of EXECUTIVE’s resignation for no reason, then the EXECUTIVE’s Bonus, to which the EXECUTIVE shall be entitled, shall be determined based on the actual results of the full year in which such resignation shall become effective, taking into account the satisfaction of budgeted EBITDA for such year, and the Bonus shall be payable immediately after the approval of the COMPANY’s financials for such year or within two months following the end of such year, whichever occurs earlier; provided, that, such Bonus shall be prorated based on the number of full calendar months for which the EXECUTIVE was employed during such year.

For fiscal year 2004, the EBITDA target shall be 408,498,602 Mexican pesos.

November 10, 2004

	CADENA MEXICANA DE EXHIBICIÓN, S.A. DE C.V.
	By:
	Title:
	EXECUTIVE
	Miguel Angel Dávila Guzmán
WITNESS

EXHIBIT D

Ancillary Agreements

EXHIBIT E

1. Real Estate Investment. Investment in the real estate leased by the COMPANY from Fondo Comercial Mexicano, S.A. de C.V.

2. Exhibitor’s Association. Member and President of CANACINE (Cámara Nacional de la Industria Cinematográfica y del Videograma).

3. Entrepeneurs Organization. Board Member of ENDEAVOR, both in the Global Advisory Board and in the Mexican Board.

4. Web Page Services. Mr. Eduardo Dávila Guzmán, directly and through Consultores en Información Electrónica, S.A. de C.V., hosts, designs, sells advertising and maintains the web page of the COMPANY and provides different information and system development services on a regular basis.

EXHIBIT F

Except as otherwise specified in this Agreement, any notice required to be given pursuant to this Agreement shall be given in writing. Any notice, consent, approval, demand or other communication in connection with this Agreement shall be deemed to be given if given in writing (including by telecopy) addressed as provided below (or to the addressee at such other address as the addressee shall have specified by notice actually received by the addressor), and if either (a) actually delivered in fully legible form to such address or (b) in the case of a letter, ten days shall have elapsed after the same shall have been deposited in the United States or Mexico mails, as applicable, with first-class postage prepaid and registered or certified.

If to Cadena Mexicana de Exhibición, S.A. de C.V., to it at:

Blvd. Manuel Avila Camacho No. 40, Piso 16

11000 Mexico D.F., Mexico Fax:(525) 201-5813

Attention: Secretary of Board of Directors

with a copy to each of:

Bain Capital Partners

111 Huntington Avenue

Boston, MA 02199

U.S.A.

Facsimile: (617) 516-2010

Attention: John Connaughton and Phil Loughlin

and

The Carlyle Group

520 Madison Avenue, 42^nd Floor

New York, NY 10022

U.S.A.

Facsimile: (212) 381-4901

Attention: Michael Connelly and Eliot P. Merrill

and

Spectrum Equity Investors

333 Middlefield Road, Suite 200

Menlo Park, CA 94025

U.S.A.

Facsimile: (415) 464-4601

Attention: Benjamin Coughlin and Brion Applegate

and

Loews Cineplex Entertainment Corporation

711 Fifth Avenue

New York, NY 10022

U.S.A.

Facsimile: (646) 521-6267

Attention: Corporate General Counsel

and

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110-2624

U.S.A.

Facsimile: (617) 951-7050

Attention: R. Newcomb Stillwell, Esq.

and

Santamarina y Steta, S.C.

Torre Comercial América

Batallón de San Patricio 111-1102

Col. Valle Oriente, Garza García,

66269 Monterrey Nuevo León, México

Facsimile: (5281) 8368-0111

Attention: Juan Carlos de la Vega

If to Miguel Angel Dávila Guzmán, to him at:

Arteaga y Salazar No. 114

Casa 6, Col. Contadero

05500 México, D.F.

with a copy to each of:

Rafael Sánchez Navarro

Carretera Picacho- Ajusco No. 238

Despacho 501, Col. Jardines de la Montaña

Tel. (5255) 56-31-96-66 ext. 14.

and

Ritch, Heather y Mueller, S.C.

Torre del Bosque

Blvd. M. Avila Camacho No. 24, Piso 20

Col. Lomas de Chapultepec

11000 México, D.F.

México

Facsimile: (5255) 9178-7095

Attn: Luis Nicolau

EX-10.9

Exhibit 10.9

LCE Holdings, Inc. and LCE Intermediate Holdings, Inc.

2004 Amended and Restated Management Stock Option Plan

1. Defined Terms. Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms.

2. Purpose. The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Options.

3. Administration. The Administrator has discretionary authority, subject only to the express provisions of the Plan, to interpret the Plan; determine eligibility for and grant Options; determine, modify or waive the terms and conditions of any Option; prescribe forms, rules and procedures; and otherwise do all things necessary to carry out the purposes of the Plan. Determinations of the Administrator made under the Plan will be conclusive and will bind all parties.

4. Limits on Options Under The Plan.

(a) Number of Shares. A maximum of 2,859,836 shares of Class A Common Stock, 317,760 shares of Class L Common Stock and 56,925 shares of Preferred Stock, respectively, may be delivered in satisfaction of Options under the Plan.

(b) Type of Shares. Stock delivered by each Company under the Plan may be authorized but unissued Stock or previously issued Stock acquired by each Company.

5. Eligibility and Participation. The Administrator will select Participants from among those key Employees and directors of, and consultants and advisors to, the Company or its Affiliates who, in the opinion of the Administrator, are in a position to make a significant contribution to the success of the Company and its Affiliates. Options granted under the Plan are not intended to be “incentive stock options” within the meaning of Section 424 of the Code.

6. Rules Applicable to Options.

(a) Option Provisions. The Administrator will determine the terms of all Options, which shall be set forth in an Option Agreement, subject to the limitations provided herein.

(b) Transferability. Except as provided below and as the Administrator otherwise expressly provides, (i) Options may not be transferred other than by will or by the laws of descent and distribution and (ii) during a Participant’s lifetime, Options may be exercised only by the Participant or, in the event of Participant’s Disability, by the Participant’s duly authorized legal representative. An Option Agreement may provide that the Participant be permitted to Transfer all or any portion of the Option to the Participant’s immediate family members or any trust or other entity whose sole

beneficiaries of record and beneficial owners are the Participant and members of such Participant’s immediate family.

(c) Taxes. The Administrator will make such provision for the withholding of taxes as it deems necessary. The Administrator may, but need not, hold back shares of Stock from an Option or permit a Participant to tender previously owned shares of Stock in satisfaction of tax withholding requirements (but not in excess of the minimum withholding required by law).

(d) Rights Limited. Nothing in the Plan will be construed as giving any person the right to continued employment or service with the Company or its Affiliates, or any rights as a stockholder except as to shares of Stock actually issued under the Plan. The loss of existing or potential profit in Options will not constitute an element of damages in the event of termination of employment or service for any reason, even if the termination is in violation of an obligation of the Company or Affiliate to the Participant, except as expressly provided in any employment or similar agreement between the Participant and the Company or an Affiliate.

(e) Vesting and Exercisability. The Administrator may determine and set forth in an Option Agreement the time or times at which an Option will vest and become exercisable and the terms on which the Option will remain exercisable. Without limiting the foregoing, the Administrator may at any time accelerate the vesting or exercisability of an Option, regardless of any adverse or potentially adverse tax consequences resulting from such acceleration. Unless the Administrator expressly provides otherwise in an Option Agreement, immediately upon the cessation of the Participant’s Employment the unvested portion of any Option held by the Participant or the Participant’s permitted transferee, if any, will terminate and the balance, to the extent exercisable, will remain exercisable for the lesser of (i) a period of three months and (ii) the period ending on the latest date on which such Option could have been exercised without regard to this Section 6(e), and will thereupon terminate subject to the following:

(A) all Options held by a Participant or the Participant’s permitted transferee, if any, immediately prior to the Participant’s death, to the extent then exercisable, will remain exercisable for the lesser of (A) the one year period ending with the first anniversary of the Participant’s death or (B) the period ending on the latest date on which such Option could have been exercised without regard to this Section 6(e)(i), and will thereupon terminate; and

(B) all Options held by a Participant or the Participant’s permitted transferee, if any, immediately prior to the cessation of the Participant’s Employment will immediately terminate upon such cessation if such cessation of Employment is by the Company for “cause” as set forth, first, in any employment or similar agreement between the Participant and the Company or an Affiliate, second, in the absence of such an agreement, in

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the Option Agreement between the Participant and the Company and, third, in the absence of a definition of “cause” in such Option Agreement, as the Board may determine.

(f) Time and Manner of Exercise. Unless the Administrator expressly provides otherwise, an Option will not be deemed to have been exercised until the Administrator receives a notice of exercise (in form acceptable to the Administrator) signed by the appropriate person and accompanied by any payment required under the Option. If the Option is exercised by any person other than the Participant, the Administrator may require satisfactory evidence that the person exercising the Option has the right to do so.

(g) Exercise Price. The Administrator will determine the exercise price of each Option.

(h) Payment of Exercise Price. Where the exercise of an Option is to be accompanied by payment, the Administrator may determine the required or permitted forms of payment, subject to the following: (a) all payments will be by cash or check acceptable to the Administrator, or, if so permitted by the Administrator, (i) through the delivery of shares of Stock that have been outstanding for at least six months (unless the Administrator approves a shorter period) and that have a fair market value equal to the exercise price, (ii) by delivery to the applicable Company of a promissory note of the person exercising the Option, payable on such terms as are specified by the Administrator, (iii) at such time, if any, as the Stock is publicly traded, through a broker-assisted exercise program acceptable to the Administrator, or (iv) by any combination of the foregoing permissible forms of payment; and (b) where shares of Stock issued under an Option are part of an original issue of shares, the Option will require that at least so much of the exercise price as equals the par value of such shares be paid other than by delivery of a promissory note or its equivalent. The delivery of shares in payment of the exercise price under clause (a)(i) above may be accomplished either by actual delivery or by constructive delivery through attestation of ownership, subject to such rules as the Administrator may prescribe.

7. Effect of Certain Transactions.

(a) Change of Control.

Except as otherwise provided in an Option Agreement, in the event of a Change of Control, the Administrator may provide for the continuation or assumption, as applicable, of some or all outstanding Options, or for the grant of new options on substantially the same terms in substitution therefor, by the Company, the acquiror or survivor or an affiliate thereof, in each case on such terms and subject to such conditions as the Administrator determines. In the absence of such a continuation or assumption or if there is no substitution, except (i) as otherwise provided in the Option Agreement or (ii) determined by the Administrator, each Option will terminate upon consummation of the Change of Control.

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(b) Changes In and Distributions With Respect To the Stock.

(i) Basic Adjustment Provisions. In the event of a stock dividend, stock split or combination of shares (including reverse stock split), recapitalization or other change in the capital structure of either Company, the Administrator will make appropriate and proportionate adjustments to the maximum number of shares that may be delivered under the Plan under Section 4(a), and will also make appropriate adjustments to the number and kind of shares of stock or securities subject to Options then outstanding or subsequently granted, any exercise prices relating to Options and any other provision of Options affected by such change.

(ii) Continuing Application of Plan Terms. References in the Plan to shares of Stock will be construed to include any stock or securities resulting from an adjustment pursuant to this Section 7.

8. Legal Conditions on Delivery of Stock. The Company will not be obligated to deliver any shares of Stock pursuant to the Plan or to remove any restriction from shares of Stock previously delivered under the Plan until: (i) the Company is satisfied that all legal matters in connection with the issuance and delivery of such shares have been addressed and resolved; (ii) if the outstanding Stock is at the time of delivery listed on any stock exchange or national market system, the shares to be delivered have been listed or authorized to be listed on such exchange or system upon official notice of issuance; and (iii) all conditions of the Option have been satisfied or waived. If the sale of Stock has not been registered under the Securities Act of 1933, as amended, (the “1933 Act”) the Company may require, as a condition to exercise of the Option, such representations or agreements as counsel for the Company may consider appropriate to avoid violation of the 1933 Act. The Company may require that certificates evidencing Stock issued under the Plan bear an appropriate legend reflecting any restriction on transfer applicable to such Stock, and the Company may hold the certificates pending lapse of the applicable restrictions. Promptly, upon becoming subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, (the “Act”) as a result of the Stock becoming registered under 12(b) or 12(g) of the Act (but no earlier than 180 days after the consummation of an underwritten initial public offering of the Stock), the Company shall use commercially reasonable efforts to register all of the shares of Stock subject to and available for issuance under the Plan by filing and maintaining in effect a Form S-8 registration statement under the 1933 Act (to the extent such Stock is eligible to be registered on a Form S-8).

9. Amendment and Termination. The Board may at any time or times amend the Plan for any purpose which may at the time be permitted by law, and may at any time terminate the Plan as to any future grants of Options; provided, that except as otherwise expressly provided in Section 7 of the Plan the Board may not, without the Participant’s consent, make any amendment so as to affect adversely the Participant’s rights under an Option, unless the Administrator expressly reserved the right to do so in the applicable Option Agreement.

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10. Other Compensation Arrangements. The existence of the Plan or the grant of any Option will not in any way affect the Company’s right to award a person bonuses or other compensation in addition to Options under the Plan.

11. Governing Law. This Plan and all Options and Option Agreements (together, the “Agreements”) and all claims arising out of or based upon the Agreements or relating to the subject matter thereof shall, except to the extent that the General Corporation Law of the State of Delaware applies, be governed by and construed in accordance with the domestic substantive laws of the State of New York without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

12. Consent to Jurisdiction. Each party to the Agreements, by its execution thereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of New York, County of New York for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon the Agreements or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that the Agreements or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon the Agreements or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in the Agreements, the court in which such litigation is being heard shall be deemed to be included in clause (a) above. Notwithstanding the foregoing, any party to the Agreements may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, is reasonably calculated to give actual notice.

13. WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION

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ARISING OUT OF OR BASED UPON THE AGREEMENTS OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 13 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THE AGREEMENTS. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 13 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

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Exhibit A

Definition of Terms

The following terms, when used in the Plan, will have the meanings and be subject to the provisions set forth below:

“Administrator” means the Board or, if one or more committees of the Board has been appointed to administer the Plan, such committee. The Administrator may delegate ministerial tasks to such persons as it deems appropriate.

“Affiliate” means any corporation or other entity owning, directly or indirectly, 50% or more of the outstanding Stock of the Company, or in which the Company or any such corporation or other entity owns, directly or indirectly, 50% of the outstanding capital stock (determined by aggregate voting rights) or other voting interests.

“Agreements” is defined in Section 11.

“Board” means the board of directors of LCE Holdings, Inc.

“Change of Control” shall have the meaning set forth in the Management Stockholders Agreement among LCE Holdings, Inc., LCE Intermediate Holdings, Inc., LCE Holdco LLC, Loews Cineplex Entertainment Corporation and certain stockholders and management optionholders parties thereto, dated December     , 2004.

“Class A Common Stock” means Class A Common Stock of LCE Holdings, Inc., par value $.001 per share.

“Class L Common Stock” means Class L Common Stock of LCE Holdings, Inc., par value $.001 per share.

“Code” means the U.S. Internal Revenue Code of 1986 as from time to time amended and in effect, or any successor statute as from time to time in effect.

“Company” means LCE Holdings, Inc. or LCE Intermediate Holdings, Inc., their respective successors or both, as applicable.

“Disability” means the disability of the Participant (i) as determined by the Administrator or (ii) in the event the Participant has an employment agreement which defines disability, as so defined.

“Employee” means any person who is employed by the Company or an Affiliate.

“Employment” means a Participant’s employment or other service relationship with the Company and its Affiliates. Employment will be deemed to continue, unless the Administrator expressly provides otherwise, so long as the Participant is employed by, or otherwise is

providing services in a capacity described in Section 5 to, the Company or its Affiliates. If a Participant’s employment or other service relationship is with an Affiliate and that entity ceases to be an Affiliate, the Participant’s Employment will be deemed to have terminated when the entity ceases to be an Affiliate unless the Participant transfers Employment to the Company or its remaining Affiliates.

“Option Agreement” means the written agreement entered into between the Company and any Participant setting forth the terms and conditions of an Option granted under the Plan.

“Options” means options entitling the recipient to acquire shares of Stock upon payment of the exercise price.

“Participant” means a person who is granted an Option under the Plan.

“Plan” means this Amended and Restated 2004 LCE Holdings, Inc. and LCE Intermediate Holdings, Inc. Management Stock Option Plan as from time to time amended and in effect.

“Preferred Stock” means Cumulative Preferred Stock of LCE Intermediate Holdings, Inc., par value $.001 per share.

“Stock” means Class A Common Stock, Class L Common Stock and Preferred Stock, collectively.

A-2

EX-10.10

Exhibit 10.10

Amendment no 1 to Joint Venture Agreement

by and among

Loews Cineplex International Holdings, Inc.

(formerly LTM Spanish Holdings, Inc)

and

Ricardo Evole Martil

In Madrid and New York as of July 7, 2003.

Amendment no 1 to Joint Venture Agreement

by and among

Loews Cineplex International Holdings, Inc. (formerly LTM Spanish Holdings, Inc)

and Ricardo Evole Martil

In Madrid and New York as of July 7, 2003.

COME TOGETHER

ON THE ONE HAND: Mr. Travis Reid, of age, with professional domicile in New York 711 Fifth Avenue with passport number 112136914. He appears in the name and in representation of Loews Cineplex International Holdings, Inc., with professional domicile in 711 Fifth Avenue, 12^th Floor, NY, NY 10022.

He makes use of the authorities that correspond to him as President of Loews Cineplex International Holdings, Inc.

AND ON THE OTHER HAND: Mr. Ricardo Evole Martil, of age, with professional domicile in Madrid, calle Princesa 31, with NIF 2.450.193-A.

He appears in his own name and behalf.

The parties mutually recognize the capacity of the other to assume the obligations established herein and

THEY STATE

I.- That on April 27,1998 Mr. Ricardo Evole Martil (hereinafter “RE”) and Loews Cineplex International Holdings, Inc. (previously LTM Spanish Holdings, Inc.) (hereinafter “Loews”) entered into a Joint Venture Agreement (the “Agreement”) to jointly form and manage a motion picture business in Spain under the company name Yelmo Cineplex, S.L., whose governance and administration would correspond to the parties in the form provided for therein, likewise establishing the undertakings assumed by each of the parties for the execution of that agreed to, and among other things, the contribution of capital to the Joint Venture Company.

A copy of said Agreement excluding all its annexes, appendices and schedules, except for Appendix A, is attached hereto as Annex I.

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II.- The Agreement established an obligation for Loews to make capital contributions to the Joint Venture Company Yelmo Cineplex, S.L. (the “JV” or the “Company”) equal to the Contribution Amount.

III.- That in compliance with the Agreement, on June 10, 1998 the JV and RE entered into a top management agreement expiring June 9, 2003, by virtue of which the carrying out of the duties of a General Manager of the JV were entrusted to RE.

A copy of said top executive contract is attached hereto as Annex II.

IV.- That at the signature of this document, the share capital of the JV is 11,970,000,000 pesetas (ELEVEN THOUSAND NINE HUNDRED AND SEVENTY MILLION PESETAS), equivalent to 71,941,148.89¹ Euros (SEVENTY ONE MILLION NINE HUNDRED AND FORTY ONE THOUSAND ONE HUNDRED AND FORTY EIGHT EUROS AND EIGHTY NINE CENTS) divided in 23.940 units numbers 1 to 4,000 and 16,001 to 23,940, inclusive, Class A, and 4,001 to 16,000, inclusive, Class B, all with a nominal value of 500,000 pesetas (FIVE HUNDRED THOUSAND PESETAS), equivalent to 3,005.060522 Euros (THREE THOUSAND FIVE EUROS AND ZERO SIX ZERO FIVE TWO TWO CENTS), as a consequence of the following contributions: the partner RE has contributed to the JV as an in kind capital contribution the amount of 6,000,000,000 pesetas (SIX THOUSAND MILLION PESETAS), having subscribed to, as a consequence, 12,000 (TWELVE THOUSAND) units in the JV, numbers 4,001 to 16,000, inclusive, of Class B, of 500,000 pesetas (FIVE HUNDRED THOUSAND PESETAS) nominal value each, representing 50.12531328% of the total share capital and the partner Loews has contributed to the JV as a cash contribution to the share capital 5,970,000,000 pesetas (FIVE THOUSAND NINE HUNDRED AND SEVENTY MILLION PESETAS), plus issuance premium in cash for an amount of 2,574,894,895 pesetas (TWO THOUSAND FIVE HUNDRED AND SEVENTY FOUR MILLION EIGHT HUNDRED AND NINETY FOUR THOUSAND EIGHT HUNDRED AND NINETY FIVE PESETAS) having subscribed to as a consequence 11,940 (ELEVEN THOUSAND NINE HUNDRED AND FORTY) units of the JV, numbers 1 to 4,000 and 16,001 to 23,940 of Class A, inclusive, with a nominal value of 500,000 pesetas (FIVE HUNDRED THOUSAND PESETAS) and each representing 49.87468671% of the total share capital.

V.- That on June 30, 2003 a meeting of the Board of Directors of JV and its Subsidiary was held to prepare the Annual Accounts of both companies corresponding to fiscal year ended December 31, 2002 and on this same date a meeting of JV Members and its Subsidiary were held to approve such Annual Accounts and agree on the allocation of results obtained during such fiscal year.

¹ 71,941,148.894739€ before rounding to two decimals.

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VI.- That the parties have agreed to partially modify the Agreement through this amendment (the “Amendment”) to approve a capital contribution by Loews which permits it to own 50% of share capital of the Company, to renew the top executive contact mentioned in Whereas III and to hold a partners meeting to effectuate certain additional provisions concerning the ownership, government and administration of the JV, as set forth in this Amendment, all of this in accordance with the following,

CLAUSES

FIRST.- DEFINED TERMS.

Capitalized terms used but otherwise not defined herein shall have the meanings ascribed thereto in the Agreement. In addition the following terms, when capitalized, shall have the following meanings:

(a) “Agreement” shall have the meaning set forth in the Recitals to this Amendment.

(b) “Amended Agreement” shall mean the Agreement, as amended hereby.

(c) “Permitted Transferee” the definition provided for in the Agreement shall be substituted for the following:

“Permitted Transferee” means any Subsidiary of Loews or any corporation in which RE and/or his children and/or lawful wife owns at least 51% of the outstanding equity, or directly, RE’s lawful wife and children. To be a Permitted Transferee such transferee must execute the writing required by Section 8.1 of the Amended Agreement to be bound by the terms of this Agreement. Furthermore, for the transfer to be considered as made to a Permitted Transferee RE and his lawful wife and children shall be jointly and severally obligated to perform the duties of RE under the Amendment Agreement including without limitation, the voting obligations in Section 7 of the Amended Agreement, the transfer restrictions and related provisions in Section 8 of the Amended Agreement and the covenants regarding non-competition and corporate opportunities in Section 10 of the Amended Agreement, and shall be jointly and severally liable for any breach of any such duty by any of them; and Loews and its Subsidiary shall be jointly and severally obligated to perform the duties of Loews under the Amendment Agreement including without limitation, the voting obligations in Section 7 of the Amended Agreement, the transfer restrictions and related provisions in Section 8 of the Amended Agreement and the covenants regarding non-competition and corporate opportunities in Section 10 of the Amended Agreement, and shall be jointly and severally liable for any breach of any such duty by any Subsidiary. In the case of Subsidiaries of Loews with a net worth of less than US $ 100 Million they must continue to be a Subsidiary of Loews.”

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(d) Plurals, Gender, Etc. In the Amended Agreement, unless the context otherwise indicates or requires:

(i) words in the singular include the plural and vice versa and words in one gender include the other gender.

(ii) a reference to:

A. any party includes its successors and permitted assigns,

B. a person includes any individual, firm, body corporate, association, partnership, government or state, and

C. parties, unless otherwise expressly indicated herein, shall mean Loews and RE (and their respective successors and assigns).

SECOND.- ANNUAL ACCOUNTS. ADDITIONAL SHARE CAPITAL CONTRIBUTIONS TO THE JOINT VENTURE COMPANY YELMO CINEPLEX. S.L.

A. The parties ratify herein the resolutions passed at the Board of Directors meeting as well as the resolutions passed at the General Shareholders Meeting that are referred to in Recital V of this Amendment and which are attached hereto as Annex Second A. The parties expressly state that they do not have any objection or claim against the other nor against JV and its Subsidiary or their respective Directors whatsoever based on such resolutions.

B. The parties expressly agree to extend for Loews the term for the contribution that is referred to in Recital II of this Amendment and as a consequence they agree to cause the JV to increase its capital by issuing 60 Class A units, with premium, which shall be subscribed to entirely by Loews so that upon paying in the corresponding amount indicated below Loews shall acquire ownership of units necessary to reach 50% of the share capital of the JV. The parties agree hereby that the amount to be paid in and deposited by Loews in the account of the JV for the payment of said increase of capital is 46,389,000 pesetas (FORTY SIX MILLION THREE HUNDRED EIGHTY NINE THOUSAND PESETAS), equal to 278,803.51² Euros (TWO HUNDRED AND SEVENTY EIGHT THOUSAND EIGHT HUNDRED AND THREE EUROS AND FIFTY ONE CENTS), (the “Last Contribution Amount”) corresponding to 180,303.63 Euros (ONE HUNDRED AND EIGHTY THOUSAND THREE HUNDRED AND THREE EUROS AND SIXTY THREE CENTS) equal to 30,000,000 (THIRTY MILLION) pesetas of nominal value and 98,499.87 Euros (NINETY EIGHT THOUSAND FOUR HUNDRED AND NINETY NINE EUROS

² Rounded to two decimals

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and EIGHTY SEVEN CENTS) equal to 16,389,000 (SIXTEEN MILLION THREE HUNDRED AND EIGHTY NINE THOUSAND) pesetas of premium, equal to 1,641.66 Euros (ONE THOUSAND SIX HUNDRED AND FORTY ONE EUROS and SIXTY SIX CENTS) or 273,150 (TWO HUNDRED AND SEVENTY THREE THOUSAND ONE HUNDRED AND FIFTY) pesetas for each newly created unit. Upon receipt by the JV of the Last Contribution Amount Loews shall have fully performed its undertaking to make capital contributions equal to the Contribution Amount, and as a consequence mutatis mutandi RE and Loews shall have no claim against the other whatsoever based on the obligation of Loews to fund according to Section 4.3, or recourse to Section 4.8, of the Agreement.

For all such purposes, both parties undertake to constitute a Partners Meeting of the JV immediately after signature of this Amendment with all partners attending and to vote favourably for the resolution of increasing the capital by way of cash contribution and issuance and subscription of the units that is reflected in the minutes attached hereto as Annex III and cause the JV to notarize and present for registration said increase at the Mercantile Registry of Madrid.

Should the Mercantile Registry of Madrid fail to register the increase in capital referred to in this Clause Second for any reason the parties agree to take the necessary steps as partners in the JV, and therefore cause the directors of the JV and the JV to take the necessary steps, so that the JV registers an increase in capital permitting Loews to obtain 50% of the share capital of the JV.

THIRD.- GOVERNMENT AND ADMINISTRATION OF THE JOINT VENTURE COMPANY YELMO CINEPLEX, S.L. AND ITS SUBSIDIARIES.

3.1.- The parties agree that, as long as the share of the parties and their respective Permitted Transferees in the JV is 50/50 the undertakings agreed to in Article VII of the Agreement as amended hereto regarding government and administration of the JV and its Subsidiaries shall be applied. In the event that any of the parties and/or their Permitted Transferees ceases to hold a 50% interest in the JV, directors of JV and its Subsidiaries shall be appointed by majority and provisions of the Agreement related to the quorum and approval of resolutions within the Board shall no longer apply.

For such purposes, the parties undertake to favourably vote at the partners meeting referred to in the Second Clause of this Amendment regarding the resolution concerning the cessation, designation and appointment of directors included in the minutes attached as Annex III.

3.2.-

(a).- The parties likewise expressly ratify their intent that RE continue as managing director of the JV and its Subsidiaries.

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(b).- With express derogation of what is established in Section 7.4 (a) of the Agreement regarding the limits to the authorities of the managing director the parties agree expressly that the managing director shall be invested with the broadest authorities, except for the realization of the following operations and/or acts, whose valid execution shall require the prior express approval of the Board of Directors. As a consequence Section 7.4 (a) of the Agreement shall be replaced by the following:

“Section 7.4. Approval of Certain Matters. (a) The Managing Director shall not and shall not permit the Company or any Subsidiary of the Company to take or agree to take any of the following actions or engage in any of the following transactions without the prior approval of the Board of Directors in accordance with the provisions of this Agreement:

(i) expenditure of any sum of Euros 1,250,000 (ONE MILLION TWO HUNDRED AND FIFTY THOUSAND) or more in the aggregate per annum that is not included in an Approved Budget, it being understood and agreed that expenditures on film rental, to the extent such expenditures are determined by reference to box-office sales, and any other variable costs that must be increased for the ordinary running of the JV and its Subsidiaries shall not be restricted by this clause (i);

(ii) sale, transfer or disposal of assets of the Company or any of its Subsidiaries, or purchase or other acquisition of assets or businesses, in each case in any single or series of related transactions for a consideration in excess of Euros 1,250,000 (ONE MILLION TWO HUNDRED AND FIFTY THOUSAND) in the aggregate per annum that is not included in an Approved Budget;

(iii) engaging by the Company or any of its Subsidiaries in any business other than as provided in its corporate purpose;

(iv) varying the Company’s accounting policies and practices in any material respect, other than to comply with GAAP;

(v) establishing any place of business outside Spain;

(vi) entering into any joint venture, partnership agreement or similar arrangement;

(vii) approving and adopting the annual budget or the Business Plan or any change thereto;

(viii) incurring any debt for borrowed money in excess of Euros 1,250,000 (ONE MILLION TWO HUNDRED AND FIFTY THOUSAND) that is not included in an Approved Budget;

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(ix) commencing or settling litigation where the amount involved exceeds Euros 1,250,000 (ONE MILLION TWO HUNDRED AND FIFTY THOUSAND);

(x) entering into, amending or waiving the provision of any agreements or transactions with any Member or any Affiliate of any Member after the Closing Date except (1) as expressly provided for in this Agreement, (2) relating to the exhibition and settlement of motion pictures, or (3) in the ordinary course of business under terms no less favorable to the Company than those that could be obtained by the Company in an arms length transaction, provided that prior to the Company entering into such agreement or transaction it is disclosed to the Board;

(xi) entering into employment agreements or consulting agreements with any Person involving the payment in any such agreement of an amount in excess of Euros 150,000 (ONE HUNDRED AND FIFTY THOUSAND) or authorizing any Person to enter into any such employment agreements or consulting agreements; or

(xii) giving JV’s approval to the Transfer of any Membership Interest pursuant to Section 8.1 of the Amended Agreement.”

The amounts referred to in 7.a (i), (ii), (viii), (ix) and (xi) shall be increased annually based on the General Consumer Price Index for Spain taking as a base the previous year’s amount beginning in January 1, 2005.

3.3.- The parties hereby agree that:

(a) As long as RE and any of his Permitted Transferees own all Class B units, the owners of said Class B units shall be entitled acting together as a group to propose the Managing Director and President of the Board of Directors of the JV and its Subsidiaries.

(b) As long as Loews and any of its Permitted Transferees own all Class A units, the owners of said Class A units shall be entitled acting together as a group to propose the Secretary and Vice-Secretary of the Board of Directors of the JV and its Subsidiaries, a senior executive of the JV and its Subsidiaries, and the auditor of the JV and its Subsidiaries, the latter in the terms set forth in clause FIFTH of this Amendment.

(c) The party not proposing the positions mentioned in (a) and (b) shall vote in favour of the proposing party’s appointment.

(d) If RE or any of his Permitted Transferees sells any or all of its Class B Units prior to July 7, 2008 to any person other than a Permitted Transferee (i) the rights described in (a) above shall cease to exist and operate from the date of such sale, (ii) the rights described under (b) above shall remain in full force and effect indefinitely, (iii) the holders of the Class B units

7

shall be obliged to perform the obligations set forth in (c) above from and after such date and (iv) the holders of Class A Units shall not be obliged to perform the obligations set forth in (c) above from and after such date.

(e) If Loews or any of its Permitted Transferees sells any or all of its units prior to July 7, 2008 to any person other than a Permitted Transferee, then (i) the rights described under (b) above shall cease to exist and operate from the date of such sale, (ii) the rights described in (a) above shall be remain in full force and effect indefinitely, (iii) the holders of the Class A Units shall be obliged to continue to perform the obligations set forth in (c) above and (iv) the holders of Class B Units shall not be obliged to perform the obligations set forth in (c) above from and after such date.

(f) Subject to the foregoing, if either party sells all or part of its Units on or after July 7, 2008 to any person other than a Permitted Transferee, then the rights described in (a), (b) and (c) above shall cease to exist and operate from the date of such sale and the positions within the Board of Directors of JV and its Subsidiaries shall be agreed by the members of the Board.

3.4.- The parties likewise ratify their intent and undertaking that RE shall continue to manage the JV and its Subsidiaries according to the terms included in Annex IV (“RE’s Employment Contract”). Once RE’s Employment Contract terminates, the Board of Directors of the JV and its Subsidiaries shall agree on the appointment, as necessary, of the JV’s and Subsidiaries’ General Manager.

FOURTH.- DIVIDEND POLICY OF THE JOINT VENTURE COMPANY YELMO CINEPLEX, S.L.

The parties expressly agree to add a new Article XIV to the Agreement establishing a dividend policy for the JV. Article XIV shall have the following text:

“ARTICLE XIV”

DIVIDEND POLICY

Section 14.1. The distribution of dividends of the partners shall be made in proportion to their share capital.

Section 14.2. Dividends may only be distributed once all applicable contractual and other legal requirements are met.

Section 14.3. Once the legal requirements are met, if there are profits that may be distributed with respect to any fiscal year of the JV, and as long as the participation of the parties and their respective Permitted Transferees in the JV is 50/50, either of the parties acting as a group with its Permitted Transferees may require that the JV proceed to distribute dividends among the partners up to a maximum equal to 5% of the Equity of the JV provided

8

that the JV has distributable cash at the date of the proposed dividend distribution, which means that no borrowed money can be used to pay dividends.

For such purposes the party making the request shall notify the other party of its request in such a way as to prove the date of sending and the contents of the same to the other party, detailing the amount that it wishes to have distributed as dividends, attaching to the communication the audited Annual Accounts of the JV for such fiscal year and written confirmation by the Company’s independent auditors that the closing balance sheet in such Annual Accounts complies with the requirements of article 213 of the Ley de Sociedades Anónimas.

Section 14.4. The party that is requested to do so undertakes to favourably vote for the resolution for distribution of dividends proposed by the requesting party at the Partners Meeting that must be held to approve the Annual Accounts and application of results, as long as said resolution complies with the conditions established in the above sections.”

FIFTH.- AUDITORS OF THE JOINT VENTURE COMPANY YELMO CINEPLEX, S.L.

The parties expressly agree to add a new Section 7.5 to the Agreement with the following text:

“Section 7.5. Auditors. Both parties agree that, as long as the participation of the parties and their respective Permitted Transferees in the JV is 50/50, the auditors of the JV and its Subsidiaries shall be appointed by the General Partners Meeting at the proposal of the partner Loews from among auditing firms of internationally recognized prestige with offices in Madrid. As a consequence RE and/or any Permitted Transferees shall vote in favour of the proposal of auditors made by Loews at the General Partners Meeting when Loews requests such point to be included in the agenda of the meeting, it being understood that, unless there is a justified cause, such as a change in control of Loews, a legal requirement or conflict of interest, Loews will not propose a change of the auditors so designated unless a minimum period of three years has passed since its original appointment of such auditors.”

SIXTH.- DEADLOCK OF THE JOINT VENTURE COMPANY YELMO CINEPLEX, S.L.

The parties expressly agree to add a new Article XV to the Agreement establishing a procedure to divide the assets of the JV into two equal blocks if the parties fail to reach a negotiated agreement under certain conditions. Article XV shall have the following text:

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“ARTICLE XV

DEADLOCK PROCEDURE

Section 15.1 If while the Agreement is in force a serious and repeated disagreement arises between Loews and its Permitted Transferees acting together as a group representing 50% of the share capital of the JV on the one hand, and RE arid his Permitted Transferee acting together as a group representing 50% of the share capital of the JV on the other hand resulting in a failure to reach a majority resolution regarding a matter that is submitted to either a Partners Meeting or the Board of Directors within the sphere of their respective competence which is essential for the normal running of the business or that prevents the normal development of the projects and activities of the JV or its Subsidiaries (a “Disagreement”), the parties agree to apply the following rules:

(a) Once aware of the existence of a Disagreement between the parties, both undertake to negotiate in good faith, a solution to the Disagreement that results in a resolution of the Board of Directors or the Partners Meeting, or that in any other manner satisfies both parties and is reflected in a written agreement, for a period of 60 (sixty) calendar days (the “Negotiating Period”) from the receipt of written notification regarding the Disagreement by either of the parties from the other party, unless the parties otherwise agree.

(b) If the Negotiating Period has transpired without the parties having been able to reach a satisfactory solution to the Disagreement they shall proceed, as provided for in Section 15.2 below, to a spin-off of the assets of the JV and its Subsidiaries (the “Spin-off’).

Section 15.2 (a) Either of the parties may initiate the Spin-off procedure immediately after the expiry of the Negotiating Period by giving notice (the “Spin-off Notice”) to the other party if no solution, as provided for in Section 15.1 (b), has been reached. The purpose of the Spin-off shall be the division by the Independent Expert appointed in accordance with the procedure established in Section 15.2 (b), of all the assets and liabilities of the JV and its Subsidiaries (including the personnel) into two separate blocks, each of them with equivalent value and content and each capable of operating separately, and each of the blocks shall be transferred by the JV in accordance with the Plan to newly incorporated limited liability companies (the “Beneficiary Companies”), in accordance with the spin-off process established in articles 94 and related articles of the Law on Limited Liability Companies, (the “LSRL”). The units of said Beneficiary Companies shall be allocated to the partners of the JV as compensation for the liquidation of the JV. Both parties agree hereby, as required by article 252 of the Law on Stock Companies (the “LSA”), to which the LSRL refers to, that all the units of one of the Beneficiary Companies of the Spin-off shall be allocated to the partners holding Class A Units, and that all the units of the other Beneficiary Company of the Spin-off shall be allocated to the other partners holding Class B Units.

Section 15.2.(b) Appointment of Independent Expert

(i) The parties shall by agreement in writing appoint the Independent Expert from among the internationally recognized auditing firms located in Madrid that do not audit the

10

JV or its Affiliates or either partner or its Affiliates. The party sending the Spin-off Notice, (the “Requesting Partner”) will indicate to the other party the name of the Independent Expert that is proposed by him. Should the parties agree on the Independent Expert, the Requesting Partner shall send a communication to the Independent Expert in the form attached as Annex 15.2(b)(i). The Independent Expert so notified will have 7 days to notify the Requesting Partner of its acceptance in writing of its appointment. If the Independent Expert fails to duly accept its appointment, then the parties shall upon the expiry of the referred to 7 day period repeat the process established in this paragraph.

(ii) If the parties do not reach an agreement regarding the identity of the Independent Expert within seven (7) days of the date of the Spin-off Notice, either of the Partners, (the “Notifying Partner”), may send a communication, in the form attached as Annex 15.2(b)(ii), to the Dean of the Bar of Madrid (the “Dean”) requesting him to appoint the Independent Expert from among the internationally recognized auditing firms that do not audit the JV or its Affiliates or either party or its Affiliates, located in Madrid (the “Request”). The Notifying Partner shall simultaneously with the sending of the Request to the Dean notify via notary the other party of the existence of the Request by sending a copy of the Request.

(iii) The appointment of the Independent Expert, which shall at the same time, be communicated to both parties, shall be made by the Dean within 10 working days of receipt of the Request made by the Notifying Partner. The appointment by the Dean will indicate the tasks of the Independent Expert as provided for in Annex 15.2(b)(iii) [a transcription of this Article XV]. The Independent Expert shall confirm acceptance of the appointment to both parties and the Dean within 7 days of receipt of the appointment by the Dean.

(iv) Any other communications related to the appointment of the Independent Expert shall be sent by the Requesting or Notifying Partner, as applicable, to the other party immediately upon sending or receiving any communication.

Section 15.2.(c) The task of the Independent Expert shall be to issue a report, (the “Report”) containing a draft of the Spin-off plan and directors’ report that shall be approved afterwards by the Board of the JV, and as applicable the Subsidiaries, as the Spin-off plan of the JV (the “Plan”) and directors’ report (the “Directors’ Report”), required by article 94 of the LSRL. The Report shall include, as a consequence, all that required by article 94 of the LSRL and the related articles of the LSA, and particularly the following:

(i) a description and valuation of the assets and liabilities of the JV and its Subsidiaries;

(ii) a division of the assets and liabilities of the JV and its Subsidiaries in two blocks of equivalent value and content, each capable of being operated as a going concern, specifying the elements of assets and liabilities making up each one of the blocks (including the personnel that may be

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attributed to each block, including those that are not working in cinemas) taking into account that RE’s Employment Contract shall terminate immediately upon assignment of the JV’s assets and liabilities to the Beneficiary Companies;

(iii) the valuation of each block;

(iv) the corporate procedure for creating the two blocks taking into account (1) the nature of the business and operations of the JV, (2) its corporate structure, (i.e. holding company owning one hundred percent of one Subsidiary which owns the operating assets) and (3) the purpose of the Spin-off;

(v) satisfaction of obligations to third parties;

(vi) payment by the JV of all costs and expenses related to the intervention of the Dean, the Independent Expert and the implementation of the Plan;

(vii) a draft of the Plan;

(viii) a draft of the Directors’ Report; and

(ix) any other information required by law.

Apart from the above, the parties expressly agree that all the industrial property rights contributed to the JV by either of the parties or their Affiliates, and including those associated with the name “Yelmo” and “Regaliz” on the one hand and the name “Cineplex” and the Spotlight Logo on the other, will be allocated to the Beneficiary Companies of RE and Loews respectively, since both have an equivalent value and nature. The licence contract effective June 30, 1999 concerning the use of the spotlight logo, Spanish graphic trademark number M2192245, and Community number 000965053 both in Class 41 and the word Cineplex, all licensed by Loews Theatre Management Corp. to the JV shall be terminated without cost to either party, and any registered right derived from such license shall prior to the Spin-off be assigned to Loews.

The Report shall be prepared and delivered simultaneously to the Board of Directors of the JV, Loews and RE by the Independent Expert within 60 (sixty) calendar days of its acceptance of its appointment.

Section 15.2.(d) Once the Report of the Independent Expert is received, the parties will have a maximum period of 7 (seven) calendar days from the day after its receipt to agree to the allocation of the two blocks proposed by it. If they cannot agree, either party may notify the Independent Expert of their failure to agree and request that the allocation of

12

said blocks shall be done according to a random drawing before the Independent Expert. The drawing shall take place within 5 (five) days of the sending of the notice referred to in this paragraph on the date and at the place that the Independent Expert communicates to the partners. The Independent Expert shall establish the procedure for the drawing. The procedure shall be transparent and communicated to the parties prior to the drawing.

Section 15.2.(e) As a result of the creation of the blocks, their allocation to the Beneficiary Companies, and the allocation of the Beneficiary Companies to the Partners according to 15.2(d) the parties as partners to the JV shall take all steps necessary under Spanish law to cause the JV and its Subsidiaries to effect the Spin-off in the terms and conditions set forth in the Report of the Independent Expert. Both parties hereby undertake to favourably vote for said Spin-off resolution, cause the corresponding deed of spin-off to be granted and cause the directors they have appointed to sign and approve the Plan and the Directors’ Report required by the LSRL based on the Report prepared by the Independent Expert, deposit the Plan, have prepared the information for the partners, publish the announcements, and register the Spin-off deeds, all as required by law.

The call of the corresponding Board of Directors and General Partners Meeting that shall approve, respectively, the Plan, the Director’s Report, and the Spin-off balance sheet if necessary, and the spin-off resolution shall be made as provided for in the By-laws, immediately after receiving the Report of the Independent Expert and the allocation of the Beneficiary Companies to the Partners according to 15.2(d).

Section 15.2.(f) The breach by one of the parties (the “Breaching Partner”) of its obligation to appear at the Partners Meeting, vote in favor of the Spin-off resolution on the terms herein agreed, of its obligation to grant the corresponding deeds or, in general, to take any other legally required action to carry out the Spin-off, shall give the other party (the “Performing Partner”) the right to seek in arbitration, according to the procedure provided for in Article XIII of the Amended Agreement, the specific performance of the Spin-off and what it implies, in the form and according to the division of assets and liabilities made by the Independent Expert according to what is established in the preceding sections. The parties hereby expressly undertake to comply with the arbitration award issued by the arbitrators hearing any such dispute.

The fees incurred from the arbitration proceeding mentioned in the above paragraph shall be paid by the Breaching Partner, unless, taking into the account the circumstances of the case, the arbitration tribunal decides otherwise.

Section 15.2.(g) If, once the arbitration award is issued, its execution is impossible due to causes attributable to one of the parties, even by virtue of the substitution of will foreseen in articles 705 and related of the Civil Procedure Act, the party that had made impossible the execution of the arbitration award shall give to the other party as equivalent compliance, 1% of the units that it holds in the JV.

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Section 15.3 Non-Solicitation and Confidentiality; Ordinary Course. The parties agree hereby that, once the spin-off proceeding set-forth in the preceding sections of this Clause is initiated, if applicable, each party will refrain from proposing and/or promoting in any manner, directly or indirectly, offers to hire the employees assigned to the Beneficiary Company allocated to the other party, for a period of three years from the date of the acceptance of appointment by the Independent Expert pursuant to Section 15.2 (b) iii. Likewise both parties undertake to keep confidentially for the same three year period the knowledge that each party and the employees of the Beneficiary Companies have of the other Beneficiary Company.

Section 15.4 Indemnity. If a claim is made against a party or its Affiliates, including a Beneficiary Company (the “First Party”), for failure of the other party’s Beneficiary Company or its Affiliates (the “Second Party”) to perform an obligation assumed as a result of the Spin-off, the parties agree that the Second Party and its Affiliates, successors and assigns shall defend, hold harmless and indemnify the First Party and its Affiliates, for any liability arising from such a claim.

Section 15.5 Liabilities of the JV. When a liability of the JV has not been attributed to either of the Beneficiary Companies in the Plan and the Plan cannot be clearly interpreted as establishing to which Beneficiary Company the liability should be assigned, the Beneficiary Companies shall be jointly and severally liable for this liability.

SEVENTH.- BY-LAWS.

The parties agree where provided for herein to adapt the current By-laws of the JV and its Subsidiaries to that agreed to in this Amendment. Notwithstanding, if the Mercantile Registry does not accept the registration of the By-laws that result from said adaptation, the parties agree that, in the case of conflict between the By-laws and this Amendment, the latter shall prevail over the former concerning the relation between the parties.

EIGHTH.-NOTICES

The parties hereby substitute the addresses and persons designated in Section 13.2 of the Agreement for those listed below:

TO THE JOINT VENTURE COMPANY YELMO CINEPLEX, S.L.	TO LOEWS CINEPLEX INTERNATIONAL HOLDINGS, Inc.
Princesa 31 28008 Madrid Attn. Managing Director	711 Fifth Avenue, 12th Floor New York, NY 10022
Fax: 91 548 29 40	Attn. President and Chief Executive Officer.

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With a copy to:	Fax: 00 1 646 521 63 75
BUFETE RAMON HERMOSILLA	With a copy at the same address to:
Claudio Coeilo 32
Madrid	Attn. Chief Financial Officer
Attn. Mr. Ramón Hermosilla
Fax: 34-91-435-63-66	Fax: 00 1 646 521 65 12
TO MR. RICARDO EVOLE MARTTL	With a copy at the same address to:
Yelmo Cineplex, S.L.
Princesa 31	Attn. Corporate Counsel
28008 Madrid
Fax: 91 548 29 40	Fax: 00 1 646 521 62 67
With a copy to:
BUFETE RAMON HERMOSILLA
Claudio Coeilo 32
Madrid
Attn. Mr. Ramón Hermosilla
Fax: 34-91-435-63-66

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NINETH.- SCOPE OF THE NOVATION

The parties agree that except for the amendments introduced in this Amendment, the Agreement shall continue in force regarding all that has not been altered hereby.

And in proof of agreement they sign this document in Madrid and New York as of July 7, 2003.

/s/    TRAVIS REID        

Mr. Travis Reid in the name and on behalf of

LOEWS CINEPLEX INTERNATIONAL HOLDINGS, INC.

/s/    RICARDO EVOLE MARTIL        

Mr. RICARDO EVOLE MARTIL

16

JOINT VENTURE AGREEMENT

by and among

LTM SPANISH HOLDINGS, INC.

and

RICARDO EVOLE MARTIL

TABLE OF CONTENTS

ARTICLE I DEFINITIONS		1
Section 1.1.	Definitions	1
ARTICLE II ORGANIZATION OF THE COMPANY		2
Section 2.1.	Organizational Documents: Member Resolutions	2
Section 2.2.	Purpose	2
ARTICLE III INITIAL CAPITAL OF THE COMPANY		2
Section 3.1.	Membership Interests	2
ARTICLE IV CLOSING AND RELATED PROVISIONS		3
Section 4.1.	Pre-Closing Matters	3
Section 4.2.	Closing	3
Section 4.3.	Subsequent LTM to Funding	3
Section 4.4.	Closing Date Contribution Amount Adjustment	4
Section 4.5.	Post-Closing Contribution Amount Adjustment	4
Section 4.6.	Independent Auditors	5
Section 4.7.	Repayment of Overfunding	5
Section 4.8.	Failure of LTM to Fund	6
Section 4.9.	Failure of RE to Purchase Minorities	7
ARTICLE V EXCLUDED ASSETS		8
Section 5.1.	Excluded Assets	8
ARTICLE VI REPRESENTATIONS AND WARRANTIES		8
ARTICLE VII CORPORATE GOVERNANCE; CERTAIN CORPORATE ACTIONS		8
Section 7.1.	Voting of Membership Interests	8
Section 7.2.	Composition of the Board of Directors	8
Section 7.3.	Managing Director and Other Executives	9
Section 7.4.	Approval of Certain Matters	10
ARTICLE VIII TRANSFER AND SALE		11
Section 8.1.	Transfer Restrictions	11
Section 8.2.	Consent	12

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Section 8.3.	First Refusal	12
ARTICLE IX COVENANTS OF RE		14
Section 9.1.	Cooperation by RE	14
Section 9.2.	Conduct of Business	14
Section 9.3.	Access	15
Section 9.4.	Required Notices	16
Section 9.5.	Certain Tax Months	16
Section 9.6.	Use of Certain Names	16
ARTICLE X CERTAIN AGREEMENTS		16
Section 10.1.	Non-Competition	16
Section 10.2.	Access to Company	17
Section 10.3.	Financial Reporting Obligations	17
Section 10.4.	Conduct of Business	18
ARTICLE XI CONDITIONS TO CLOSING AND TERMINATION		18
Section 11.1.	Conditions to Obligations of LTM and the Company	18
Section 11.2.	Conditions to Obligations of RE	19
Section 11.3.	Termination	20
ARTICLE XII INDEMNIFICATION		20
Section 12.1.	Survival	20
Section 12.2.	Losses	21
Section 12.3.	Indemnification by RE	21
Section 12.4.	Indemnification by LTM	21
Section 12.5.	Indemnification by the Company	22
Section 12.6.	Claims	22
ARTICLE XIII GENERAL		23
Section 13.1.	Arbitration	23
Section 13.2.	Notices	24
Section 13.3.	Assignment: Binding Effect; Benefit	25
Section 13.4.	Confidentiality	26
Section 13.5.	Entire Agreement	26
Section 13.6.	Amendment	26
Section 13.7.	Counterparts	26
Section 13.8.	Headings	27
Section 13.9.	Interpretation	27
Section 13.10.	Incorporation of Exhibits and Schedules	27
Section 13.11.	Severability	27
Section 13.12.	Enforcement of Agreement	27

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JOINT VENTURE AGREEMENT

JOINT VENTURE AGREEMENT, dated as of April 27, 1998 (this “Agreement”), by and among LTM Spanish Holdings, Inc., a Delaware corporation (“LTM”) and Ricardo Evole Martil (“RE”) DNI n° 2.450.193-A.

BACKGROUND

(1) LTM and RE desire to operate a motion picture exhibition business in Spain through LTM Spain S.L., a company in formation (the “Company”), by owning and operating the Yelmo Group Companies and constructing new state-of-the-art multiplex theaters of high quality in key locations.

(2) LTM and RE intend to acquire Membership Interests in the Company so that immediately after giving effect to the transactions contemplated by this Agreement to occur at the Closing and subject to the terms of this Agreement, each of LTM and RE shall own Membership Interests in the Company which entitle each of LTM and RE to 50% of the vote and to receive 50% of the profits and losses of the Company.

(3) The parties intend that the Company will own Yelmo Films S.A. and all of its Subsidiaries, the names of which are set forth in Schedule X hereto.

Accordingly, for good and valuable consideration the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Definitions. Capitalized terms used herein are defined in Appendix A.

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ARTICLE II

ORGANIZATION OF THE COMPANY

Section 2.1. Organizational Documents: Member Resolutions. (a) The parties hereto agree that the Company’s initial Estatutos shall be as set forth in Exhibit 2.1 attached to this Agreement. In the event that the Mercantile Registry where the Company is registered considers that any portion of the Estatutos should be changed from the form contained in Exhibit 2.1, the parties will amend the Estatutos so as to as closely as possible reflect the agreements set forth herein. Notwithstanding anything herein or in the Estatutos to the contrary, to the extent that any provision of the Estatutos conflicts with, or otherwise is inconsistent with, any provision of this Agreement with respect to any matter, or this Agreement covers any matter that is not covered in the Estatutos, the provisions of this Agreement with respect to such matter shall control and shall be binding upon each of the parties hereto

(b) The Members shall call such Members’ meetings and shall cause the Company to call such directors and Members’ meetings as are reasonably required to consummate the transactions contemplated by this Agreement to occur at Closing.

Section 2.2. Purpose. The purpose of the Company will be to develop and operate, either itself or through its Subsidiaries, a motion picture exhibition business (which business includes the concessions business associated with motion picture exhibition) in Spain in accordance with the Business Plan and otherwise as determined by the Members.

ARTICLE III

INITIAL CAPITAL OF THE COMPANY

Section 3.1. Membership Interests. Membership Interests in the Company shall be divided into Class A Units and Class B Units (“Class A Units” and “Class B Units”). The Class A Units and the Class B Units shall be equal in all respects as to interests in the profits and losses of the Company and, following contribution by LTM of an amount equal to the Contribution Amount as more particularly described in Section 4.3 below, rights upon the liquidation or termination of the Company. As more fully provided below under Section 7.2 and subject to Section 4.8., Members holding Class A Units shall be entitled to elect one half of the number of members of the Board of Directors and Members holding Class B Units shall be entitled to elect the other half of the number of members of the Board of Directors.

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ARTICLE IV

CLOSING AND RELATED PROVISIONS

Section 4.1. Pre-Closing Matters. (a) On the date of this Agreement, LTM shall subscribe for 750 Class A Units at a par value of Pesetas 500,000 per Unit, for an aggregate purchase price of Pesetas 375,000,000, - payable in cash.

(b) On the date of this Agreement, the Company shall enter into the Loan Agreement with Yelmo Films, for the amount of Pesetas 363,267,410, which Yelmo Films shall use (in whole or in part) to purchase all of the equity interests in the Yelmo Group Companies held by Persons other than RE, subject to the terms of this Agreement.

Section 4.2. Closing. Subject to the terms and conditions of this Agreement, promptly following satisfaction or waiver of the conditions set forth in Article XI, but in no event later than 5 business days thereafter, the following transactions shall occur, which transactions shall be deemed to occur simultaneously:

(a) LTM shall subscribe for 3,249 Class A Units at Pesetas 500,000 per Unit, for an aggregate purchase price of Pesetas 1,624,500,000, payable in cash.

(b) The Company shall purchase from RE and RE shall sell to the Company 9,556 shares of Yelmo Stock, representing 15.92% of Yelmo Films for Pesetas 1,136,732,590 in cash in accordance with the terms of the Sale and Purchase Agreement.

(c) RE shall subscribe for 12,000 Class B Units at Pesetas 500,000 per Unit in consideration for which RE will contribute to the Company all of the remaining shares of Yelmo Stock owned by him in a tax-free share for share exchange.

Section 4.3. Subsequent LTM Funding. (a) From time to time during the period commencing on the Closing Date and ending on the date 24 months following the Closing Date, as directed by the Board of Directors, LTM shall make additional capital contributions to the Company in cash up to an aggregate amount (including the initial share capital of the Company subscribed to by LTM and LTM’s initial capital contribution pursuant to Sections 4.1 .and 4.2.) equal to the Contribution Amount.

(b) For each cash contribution by LTM, the Members shall cause the Company (i) to issue to LTM that number of Class A Units so that, following determination of the Contribution Amount and the contribution by LTM of an amount equal thereto, the number of Class A Units held by LTM is equal to the number of Class

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B Units held by RE and (ii) to amend the Estatutos so that the number of votes which the holder of Class A Units are entitled to cast, the amount of dividends and the amounts to be received at liquidation in excess of par value, after satisfying creditors, which the holder of Class A Units is entitled to are equal to those of the holder of Class B Units. The parties agree that any amount funded by LTM in excess of Pesetas 6,000,000,000 (including its initial capital contribution and its contribution pursuant to Sections 4.1 and 4.2.) will be treated as share premium which will be allocated equally between the holders of Class A Units and the holders of Class B Units. In addition, the parties agree that they shall cause a Members’ meeting to be held for purposes of effecting the matters referred to in this Section 4.3. (b).

Section 4.4. Closing Date Contribution Amount Adjustment (a) No more than 90 days following Closing, RE shall prepare and deliver to LTM a statement (the “Initial Statement” setting forth (i) RE’s calculation of Net Working Capital and (ii) the principal amount of Debt, in each case, of the Yelmo Group Companies as of the Closing Date. LTM shall have 45 days after receipt thereof, to review the Initial Statement. If, within that 45 day period LTM and RE agree on the calculation of Net Working Capital and the principal amount of Debt, the Initial Statement shall be amended to reflect that agreement and shall be final and binding on RE and LTM. If the parties cannot agree on the calculation of Net Working Capital or the principal amount of Debt within the 45 day period referred to above, the matters in dispute shall be referred to the Auditor (as defined in Section 4.6.) who shall be instructed to deliver his report to RE and LTM within 20 days of the date the disputed matters are referred to him, which report shall be final and binding on RE and LTM. The amount of Net Working Capital and the principal amount of Debt as agreed to by the parties or as determined by the Auditor, as the case may be, is hereafter referred to as “Final Net Working Capital” and “Final Debt”, respectively.

(b) The Contribution Amount shall be (i) increased by the amount of positive Final Net Working Capital of the Yelmo Group Companies or decreased by the amount of negative Final Net Working Capital of the Yelmo Group Companies, and (ii) decreased by the amount by which the principal amount of Final Debt of the Yelmo Group Companies exceeds Pesetas 3,300,000,000, or increased by the amount by which the principal amount of Final Debt of the Yelmo Group Companies is less than Pesetas 3.300,000,000.

Section 4.5. Post-Closing Contribution Amount Adjustment, (a) Subject to the terms contained herein, from and after the Closing Date, the Contribution Amount, as adjusted pursuant to Section 4.4, shall be further adjusted as follows: if the EBITDA (earnings before interest, income taxes, depreciation and amortization) of those operations of the Yelmo Group Companies set forth in Schedule 4.5 (a) (i) over a consecutive 12 month period (the “Calculation Period”) falling between

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August 1, 1997 and July 31, 1999, as selected by RE is less than or greater than Pesetas 1,100,000,000 (the “EBITDA Base Levels, the Contribution Amount, as adjusted pursuant to Section 4.4, shall be reduced or increased, as the case may be, in accordance with the table set forth in Schedule 4.5 (a)(ii), it being understood and agreed that, subject to Section 4.5(b), the Contribution Amount shall not be (i) less than Pesetas 6,300,000,000 plus any increase or minus any decrease (as the case may be) of the Contribution Amount pursuant to Section 4.4 (the “Minimum Funding Amount”) or (ii) greater than Pesetas 7,900,000,000 plus any increase or minus any decrease (as the case may be) of the Contribution Amount pursuant to Section 4.4.

(b) If the Members mutually agree to close a theater prior to or during the Calculation Period then (i) the EBITDA Base Level shall be decreased by the pro-forma annual amount contributed by that closed theater to such EBITDA Base Level and (ii) the Peseta 6,300,000,000 minimum and Pesetas 7,900,000,000 maximum Contribution Amount level referred to in Section 4.5(a) shall be reduced by an amount equal to ten times the reduction in the EBITDA Base Level as determined in Section 4.5(b)(i). In addition, if overhead expenses (i.e., salaries, employee benefit expense and head office rent expense) of the Yelmo Group Companies, calculated on an annualized basis, during any portion of the Calculation Period falling after Closing are greater than those overhead expenses for the twelve month period ending on the Closing Date and such increase is a result of the transactions contemplated by this Agreement, such increase shall not be taken into account in calculating the EBITDA of the Yelmo Group Companies for purposes of Section 4.5.

(c) RE shall deliver to LTM on or before September 30, 1999, a statement setting forth his calculation of EBITDA for the Calculation Period.

Section 4.6. Independent Auditors. If LTM and RE cannot agree on the adjustments to the Contribution Amount as described in Sections 4.4 and 4.5, they shall each have the right, on five days notice to the other, to require the Company to appoint an independent auditor (the “Auditor”) to determine the adjustments to the Contribution Amount. If LTM and RE cannot agree on an Auditor within ten days of the notice referred to above, each shall appoint an auditor which will appoint the Auditor. The Auditor’s determination of the Contribution Amount adjustments will be final and binding on LTM and RE.

Section 4.7. Repayment of Overfunding. Until such time as the Contribution Amount is finally determined, any contribution made to the Company by LTM in excess of the Minimum Funding Amount shall, at LTM’s option, be treated as an advance on capital by LTM to the Company (the “Advance”). If the Contribution Amount as finally determined exceeds the Minimum Funding Amount, the Advance, to the extent of that excess, shall be capitalized. The remaining amount of the Advance shall be treated

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as a loan and shall bear interest at 0.5% above the Madrid interbank borrowing rate (“MIBOR”) in effect from time to time, from the date that the Contribution Amount is finally determined until repaid in full. The Members shall cause the remaining amount of the Advance, plus accrued interest (if any) thereon, to be repaid by the Company to LTM out of 100% of the Cashflow of the Company and its Subsidiaries. For the avoidance of doubt, repayment of the Advance shall be made from the first peseta and each peseta thereafter of Cashflow until fully repaid.

Section 4.8. Failure of LTM to Fund, (a) If LTM fails to comply with its funding obligations pursuant to Section 4.3, the parties agree that, in addition to any other remedies RE may have for breach of contract, the Company’s estatutos shall be amended so that the voting rights attached to the Class A Units and the Class B Units shall entitle the holders thereof to one vote per Unit only, and that the dividend and liquidation rights of holders of Class A Units and Class B Units shall be in proportion to their interest in the capital of the Company, it being understood and agreed that except with respect the matters referred to in Section 4.8(b), the provisions of Section 7.2. (c) requiring a Director appointed by the holders of Class A Units to form a quorum for attendance and voting at Board meetings shall no longer apply.

(b) The parties agree that, if LTM fails to comply with its funding obligations pursuant to Section 4.3, the limitations set forth in Sections 7.4 (a) and (b) shall cease to apply and the following shall apply instead:

(I) The Managing Director shall not and shall not permit the Company or any Subsidiary of the Company to take or agree to take any of the following actions or engage in any of the following transactions without the prior approval of the Board of Directors, including the vote of a director representing Class A Units, in accordance with the provisions of this Agreement:

(i) sale, transfer or disposal of assets of the Company or any of its Subsidiaries, in each case, in any single or series of related transactions for a consideration in excess of Pesetas 300,000,000;

(ii) engaging by the Company or any of its Subsidiaries in any business other than as provided in Section 2.2;

(iii) varying the Company’s accounting policies and practices in any material respect, other than to comply with GAAP.

(iv) entering into, amending or waiving the provision of any agreements or transactions with any Member or any Affiliate of any Member after the Closing Date except as expressly provided for in this Agreement and except relating to the exhibition and settlement of motion pictures;

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(v) entering into any arrangements in connection with the Excluded Assets other than as contemplated by the Ancillary Agreements;

(vi) entering into any joint venture, partnership agreement or similar arrangement with a Competitor of LTM; or

(vii) incurring any debt for borrowed money in excess of Pesetas 500,000,000.

(II) Neither the Company nor any Subsidiary of the Company shall take any of the following actions without the unanimous approval of the Members:

(i) varying any of the rights attaching to the Membership Interests except as set forth in this Agreement;

(ii) taking any steps to effect the winding-up, liquidation, dissolution or voluntary bankruptcy of the Company or any of its Subsidiaries;

(iii) entering into any merger, amalgamation, consolidation or other business combination with a Competitor of LTM.

(III) The Estatutos of the Company shall, as applicable, reflect the special voting requirements of the Board of Directors mentioned in I above of this section. The Estatutos of the Company shall also, as applicable, reflect the supermajority voting requirements for the members meeting established in II above of this section by requiring a quorum of eighty percent of the members to hold a members meeting that will deal with the matters enumerated in II above and an eighty percent voting majority to approve a resolution concerning said matters.

Section 4.9. Failure of RE to purchase Minorities. If at or after Closing, Yelmo Films or its Subsidiaries has, as its shareholders, any Person other than RE, LTM or any other Subsidiary of Yelmo Films, all costs, expenses, reserves, losses or liabilities, including without limitation, rights to distributions, (together, “Minority Costs” ) associated with such Persons shall be for the account of RE and RE shall indemnify and hold harmless LTM against such Minority Costs, it being understood and agreed that, except as provided for in Section 4.8, LTM shall be entitled to 50% of the profits, losses and payments on liquidation, of the Company and its Subsidiaries before taking into account any Minority Costs.

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ARTICLE V

EXCLUDED ASSETS

Section 5.1. Excluded Assets. Prior to the Closing Date, RE shall cause to be transferred out of the Yelmo Group Companies those assets described in Section 2.01(a) of the Asset Transfer Agreement and in the Yelmo Arco Iris Share Transfer Agreement (the “Excluded Assets”) in accordance with the terms of those Agreements. Any taxes, costs, losses and expenses relating to such transfers, to the extent actually determined by the Closing Date, shall be recorded in the books and records of the Yelmo Group Companies as a liability and taken into account in the calculation of Working Capital pursuant to Section 4.4 and, to the extent not determined on or prior to the Closing Date, shall be borne by RE who shall reimburse the Yelmo Group Companies in cash within ten days of determination thereof for any such taxes, costs, losses or expenses actually paid by any Yelmo Group Company.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

The representations and warranties of the parties to this Agreement are set forth in Appendix B.

ARTICLE VII

CORPORATE GOVERNANCE; CERTAIN CORPORATE ACTIONS

Section 7.1. Voting of Membership Interests. From and after the Closing Date, each Member shall vote all Membership Interests owned or controlled by it, and shall take all other necessary or desirable actions Within its control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), to effectuate the provisions of this Agreement.

Section 7.2. Composition of the Board of Directors. Each Member shall vote all Membership Interests owned or controlled by it and shall take all necessary action within its control, so that the composition of the Board of Directors and the manner of selecting members thereof shall be as follows:

(a) On the Closing Date, the Board of Directors shall be comprised of six persons, three of which shall be designated by the holders of Class A Units and three of which shall be designated by the holders of Class B Units. All such designations shall be notified in writing to the Company, which shall notify all of the Members. A list of the initial Directors and their positions is set forth in Schedule 7.2.

(b) Each holder of Class A Units and Class B Units, respectively, shall have the right by notice in writing to the Company to require the Board of Directors to

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call a meeting of the Members (i) to remove, with or without cause, any Director designated by such holder pursuant to this Section 7.2 and (ii) to designate any replacement for a Director designated by such holder pursuant to this Section 7.2, upon the death, resignation, retirement, disqualification or removal from office of such Director.

(c) At all meetings of the Board of Directors, a quorum shall consist of not less than four Directors provided that such quorum consists of at least one Director designated by holders of Class A Units and one Director designated by holders of Class B Units. Written notice shall be duly given to each Director at least five (5) business days in advance of each meeting, provided no notice need be given to any Director who signs a written waiver of notice at or in advance of a meeting, or who attends the meeting without protesting any lack of notice. Unless a higher vote is specifically required by this Agreement, all actions of the Board of Directors shall be determined by the vote of a simple majority (i.e., greater than 50%) of the Directors attending the meeting; provided that such majority includes at least one Director designated by holders of Class A Units and one Director designated by holders of Class B Units.

(d) Board of Directors meetings shall be held no less frequently than three times per year with at least one meeting being held between January 1 and March 31 in each year for purposes of considering the annual financial statements of the Company and its Subsidiaries. Minutes of the Board of Directors meetings shall be taken and a copy of the minutes shall be distributed to each Director in a timely fashion.

Section 7.3. Managing Director and Other Executives. (a) Effective as of the Closing Date, RE shall be appointed as the initial Managing Director on the terms set forth in the Employment Agreement. The Managing Director will report to the Board of Directors. The Managing Director, subject to the control of the Board of Directors, shall have general charge and control of all of the Company’s business and affairs and shall perform all duties incident to the office of Managing Director; provided that neither he nor any other executive of the Company shall take or shall be entitled to take, and each Member shall use its best efforts to prevent the Company or any of its Subsidiaries from taking, any of the actions specified in Section 7.4 (a) without the prior approval of the Board of Directors in accordance with this Agreement. The Managing Director may attend all meetings of the Members Committee and shall have such other powers and perform such other duties as may from time to time be assigned to him by the Board of Directors.

(b) Except as provided in the next sentence, the Managing Director shall have the right to appoint the senior executives of the Company and its Subsidiaries subject to the reasonable approval of LTM. LTM shall have the right, after consultation with RE, to appoint one senior executive of the Company and its Subsidiaries and to remove such executive from office.

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Section 7.4. Approval of Certain Matters. (a) The Managing Director shall not and shall not permit the Company or any Subsidiary of the Company to take or agree to take any of the following actions or engage in any of the following transactions without the prior approval of the Board of Directors in accordance with the provisions of this Agreement:

(i) expenditure of any sum of Pesetas 7,500,000 or more that is not included in an Approved Budget, it being understood and agreed that expenditures on film rental, to the extent such expenditures are determined by reference to box-office sales, shall not be restricted by this clause (i);

(ii) sale, transfer or disposal of assets of the Company or any of its Subsidiaries, or purchase or other acquisition of assets or businesses, in each case in any single or series of related transactions for a consideration in excess of Pesetas 7,500,000;

(iii) engaging by the Company or any of its Subsidiaries in any business other than as provided in Section 2.2;

(iv) varying the Company’s accounting policies and practices in any material respect, other than to comply with GAAP;

(v) entering into, amending or waiving the provision of any agreements or transactions with any Member or any Affiliate of any Member after the Closing Date except as expressly provided for in this Agreement and except relating to the exhibition and settlement of motion pictures;

(vi) entering into any arrangements in connection with the Excluded Assets other than as contemplated by the Ancillary Agreements;

(vii) establishing any place of business outside Spain;

(viii) commencing or settling litigation where the amount involved exceeds Pesetas 7,500,000;

(ix) entering into any joint venture, partnership agreement or similar arrangement;

(x) approving and adopting the annual budget or the Business Plan or any change thereto;

(xi) incurring any debt for borrowed money in excess of Pesetas 7,500,000; or

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(xii) entering into employment agreements or consulting agreements with any Person involving the payment in any such agreement of an amount in excess of Pesetas 7,500,000, or authorizing any Person to enter into employment agreements or consulting agreements.

(b) Neither the Company nor any Subsidiary of the Company shall take any of the following actions without the unanimous approval of the Members:

(i) varying any of the rights attaching to the Membership Interests except as set forth in this Agreement;

(ii) modifying the Estatutos;

(iii) taking any steps to effect the winding-up, liquidation, dissolution or voluntary bankruptcy of the Company or any of its Subsidiaries;

(iv) except as provided in Sections 4.1, 4.2. or 4.3, the issuance of additional Membership Interests or other equity interests by the Company;

(v) entering into any merger, amalgamation, consolidation or other business combination to which the Company or any of its Subsidiaries is a party;

(vi) declaring any dividend or making any other distribution with respect to, or the redemption, repurchase or other acquisition of, any class of equity securities of the Company;

(vii) changing the name of the Company; or

(viii) calling for capital contributions from Members in excess of the Contribution Amount.

ARTICLE VIII

TRANSFER AND SALE

Section 8.1. Transfer Restrictions. No Member shall sell, transfer, assign, pledge or otherwise dispose of (a “Transfer”) all or part of any Membership Interests beneficially owned by it or him (i) except in compliance with the provisions of this Article VIII and the Estatutos, and (ii) without obtaining a written agreement in form and substance reasonably satisfactory to the Company executed by the transferee to be bound by the terms of this Agreement, and any Transfer not in compliance with clauses

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(i) and (ii) and any other provisions of this Article VIII shall have no effect and be null and void.

Section 8.2. Consent. Until the fifth anniversary of the date of formation of the Company (the “Transfer Waiver Date”), no Member will Transfer any Membership Interests without the prior written consent of the other Members other than to a Permitted Transferee.

Section 8.3. First Refusal. (a) If, following the Transfer Waiver Date, either LTM (on behalf of itself and its Permitted Transferees) or RE (for himself and on behalf of his Permitted Transferees) (as appropriate, the “Transferring Member”) desires to Transfer, directly or indirectly, all or any portion of the Membership Interests owned by it (other than to a Permitted Transferee), the Transferring Member shall provide the other Member (the “Non-Transferring Member”) with a written notice (the “First Refusal Notice”), with a copy to the Company, setting forth:

(i) the number of Membership Interests to be offered;

(ii) the terms and conditions of the proposed Transfer including the price (the “Offering Price”) at which the Transferring Member proposes to Transfer such Membership Interests; and

(iii) the name of the proposed transferee and a statement specifying whether that transferee is a Competitor or not.

Within 30 business days following the delivery of the First Refusal Notice, the Non-Transferring Member shall, by notice in writing to the Transferring Member (copied to the Company), have the opportunity and right to purchase 100% of the Membership Interests referred to in the First Refusal Notice (on the terms specified in the First Refusal Notice or on any other terms as are agreed by the parties). If the Non-Transferring Member fails to exercise or waive its right to purchase 100% of the Membership Interests referred to in the First Refusal Notice, then the Transferring Member shall be free, for a three-month period commencing at the end of such 30-day period to enter into a definitive agreement to Transfer the offered Membership Interests to any third party other than a Competitor (which shall be the subject of Section 8.3(b)), on terms (including, without limitation, all terms affecting price) no more favorable to the proposed purchaser than the terms specified in the First Refusal Notice, it being understood, however, that if the Transferring Member does not complete the Transfer of the Membership Interests within one month following the end of such three month period, or if the definitive agreement is subsequently terminated, the Transferring Member shall once again be subject to all the provisions of this Section 8.3.

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(b) In the event that a proposed transferee is a Competitor, the Transferring Member shall provide the Non-Transferring Member with a written notice (a “Competitor Notice”), copied to the Company, which shall include the information required in a First Refusal Notice and shall also include an indication of whether the Competitor is prepared to purchase 100% of the outstanding equity of the Company. Within 30 business days following the delivery of the Competitor Notice, the Non-Transferring Member shall, by notice in writing to the Transferring Member (copied to the Company), have the opportunity and right (i) to purchase 100% of the Membership Interests referred to in the Competitor Notice (at 90% of the Offering Price specified in that notice) or (ii) to notify the Transferring Member that it wishes to sell to the Competitor all of the Membership Interests owned by it on terms specified in the Competitor Notice in which case, the Transferring Member shall only be entitled to sell its Membership Interests to the Competitor specified in the Competitor Notice if the Non Transferring Member’s Membership Interests are also purchased by that Competitor. If the Non-Transferring Member fails to exercise or waives its right to purchase the Membership Interests referred to in that notice or fails to exercise or waives its right to sell its membership interests to the Competitor specified in the Competitor Notice, then the Transferring Member shall be free, for a three-month period commencing at the end of such 30-day period to enter into a definitive agreement to Transfer the offered Membership Interests to the Competitor specified in the Competitor Notice on terms (including, without limitation, all terms affecting price) no more favorable to the buyer than the terms specified in that notice, it being understood, however, that if the Transferring Member does not complete the Transfer of the Membership Interests within one month following the end of such three-month period, or if the definitive agreement is subsequently terminated, the Transferring Members shall once again be subject to all the provisions of this Section 8.3.

(c) Each acceptance made hereunder shall constitute a separate, binding contract obligating the Transferring Member to sell, and the Non-Transferring Member to purchase, the Membership Interests accepted on the terms specified in the relevant notice (or on any other terms as the parties shall have agreed). The parties agree to negotiate in good faith to consummate the transaction as soon as possible, but in no event later than the date 120 days after the date the First Refusal Notice or Competitor Notice (as the case may be) was given. Notwithstanding any provision of this Agreement to the contrary, in the event of failure by the Non-Transferring Member to close the transaction within the 120-day time periods referred to above, as extended if applicable, the Transferring Member shall be entitled, in addition to all other available remedies, to treat that failure as a waiver under Section 8.3(a) or 8.3(b), as the case may be, by the Non-Transferring Member, entitling the Transferring Member to take the action specified in Sections 8.3(a) or 8.3(b), as the case may be, pursuant to that waiver.

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(d) If the Offering Price, specified in the First Refusal Notice or the Competitor Notice as the case may be, includes any property other than cash, the fair market value of any non-cash property shall be determined in the following manner:

(i) The fair market value of securities which are publicly traded shall be deemed to be the average of the daily closing prices of those securities for the five consecutive trading days immediately prior to the date of the First Refusal Notice or the Competitor Notice, as the case may be (or the date of the last written proposal made by the Transferring Member); and

(ii) The fair market value of any other property shall be determined by the good faith agreement of the Transferring Member and the accepting Non-Transferring Member or, if such parties are unable to agree, by an appropriate expert mutually selected by such parties. If the parties cannot mutually agree on an expert, each party shall select an expert and those experts shall select an independent expert to resolve the dispute. The costs and expenses of the appraisal shall be borne by the Transferring Member.

Notwithstanding anything to the contrary in this Section 8.3, each Non-Transferring Member may pay the Offering Price in cash, with any non-cash property valued as provided above.

ARTICLE IX

COVENANTS OF RE

RE hereby covenants and agrees with LTM as follows:

Section 9.1. Cooperation by RE. RE shall use all reasonable efforts, and will cooperate with the Company and LTM, to secure all necessary consents, approvals, authorizations, exemptions and waivers from third parties as shall be required in order to enable RE to effect the transactions contemplated hereby, and shall otherwise use all reasonable efforts to cause the consummation of such transactions in accordance with the terms and conditions hereof.

Section 9.2. Conduct of Business. Except as otherwise expressly permitted by the terms of this Agreement or except as LTM may otherwise consent to in writing, from the date hereof until the Closing, RE will cause each of the Yelmo Group Companies to (i) conduct its business only in the ordinary course in substantially the same manner as presently conducted; (ii) preserve intact in all material respects its business organization; (iii) maintain its properties, machinery and equipment in sufficient operating condition and repair to enable it to conduct its business in all material respects in the manner in which its business is currently conducted; (iv) continue all existing

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insurance policies (or similar insurance) in full force and effect; (v) not increase the rate or terms of compensation payable or to become payable to its directors, officers, members, managers, key employees, consultants or RE’s family members and not increase the rate or terms of any bonus, pension or other employee benefit plan covering any of its directors, officers, members, managers, key employees, consultants or family members, except, in each case, increases occurring in the ordinary course of business in accordance with its customary practices (including normal periodic performance reviews and related compensation and benefit increases) or as required by any pre-existing Material Contract or applicable collective bargaining agreement; (vi) preserve as far as possible its relationships with its suppliers, customers, licensors and licensees and others having business dealings with it; (vii) not declare or pay any dividend or make any other distribution to its members or stockholders whether or not in respect of any equity interests; (viii) not amend its Estatutos except amendments required to effect the transactions contemplated by this Agreement, which amendments are provided to and approved in writing by LTM; (ix) not redeem or otherwise acquire any of its equity interests or issue any equity interests or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any equity interests; (x) not adopt or amend in any material respect any employee benefit plan except as required by Law; (xi) not incur or assume any Debt except in the ordinary course of business; (xii) not permit, allow, or suffer any of its assets to become subjected to any Lien or other restriction of any nature except as required by Law or this Agreement; (xiii) not waive any claims or rights of substantial value; (xiv) not pay, loan or advance any amount to, or sell, transfer or lease any assets to, or enter into any agreement or arrangement with RE or any Person affiliated with RE, other than with respect to the Excluded Assets; (xv) not sell, exchange, lease, transfer or otherwise dispose of any assets of the Yelmo Group Companies, other than the sale of inventory in the ordinary course of business and other than the sale or transfer of the Excluded Assets; (xvi) not make any amendment to the terms upon which the Excluded Assets were transferred out of the Yelmo Group Companies; (xvii) not acquire any assets, business or securities, other than the acquisition of current assets in the ordinary course of business, except as provided for in this Agreement; (xviii) not incur any capital expenditures in excess of Pesetas 7,500,000; (xix) not change its accounting principles or policies except as required by GAAP or by Law; and (xx) not agree, whether in writing or otherwise, to do any of the foregoing.

Section 9.3. Access. RE shall provide the Company and LTM with such information as the Company and LTM may from time to time reasonably request with respect to the Yelmo Group Companies, and the transactions contemplated by this Agreement and provide the Company and LTM and its representatives reasonable access during regular business hours and upon reasonable notice to the properties, books and records of the Yelmo Group Companies as LTM may from time to time reasonably request.

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Section 9.4. Required Notices. From the date hereof until the Closing Date, RE shall cause the Yelmo Group Companies to promptly, upon obtaining knowledge thereof, give written notice to the Company and LTM of (i) any facts or circumstances or the occurrence of any event or the failure of any event to occur, which will, or could reasonably be expected to, result in a Material Adverse Effect, (ii) any failure by RE to comply in all material respects with any covenant, condition or agreement contained in this Agreement, (iii) any complaints, investigations, proceedings or hearings of any Governmental Entity with respect to the Yelmo Group Companies or this Agreement, (iv) any institution or threat of institution of any litigation or similar action or (v) the occurrence of any event which will or could reasonably be expected to result in the failure by RE to satisfy any condition set forth in Article XI.

Section 9.5. Certain Tax Matters. RE agrees that he shall file his personal Tax returns consistent with the terms of the transactions contemplated hereby including, without limitation, consistent with the treatment of the share for share exchange referred to in Section 4.2(c) as a tax free transaction and that he shall not take any actions inconsistent with the treatment of such share for share exchange as a tax-free transaction.

Section 9.6. Use of Certain Names. Promptly following the Closing Date, but in no event later than 30 days thereafter, RE shall cause Yelmo Arco Iris, S.L. and any other Excluded Asset that uses the name “Yelmo” to (i) change its name to exclude the word “Yelmo” and (ii) remove the name “Yelmo” and associated graphics from its signs, purchase orders, invoices, sales orders, labels, letterheads, shipping documents, and other items and materials.

ARTICLE X

CERTAIN AGREEMENTS

Section 10.1. Non-Competition. (a) Subject to and except as permitted by Section 10.1(d), as long as LTM or any of its Permitted Transferees directly or indirectly owns any Membership Interests, and until the fifth anniversary of the date that LTM and its Permitted Transferees cease to own any Membership Interests, LTM shall not directly or indirectly have any equity or other ownership or participation interest in (other than passive investments of no more than 5% of the equity of a company whose equity securities are publicly traded) any motion picture exhibition business (which business includes the concessions business associated with exhibition of motion pictures) in Spain other than the Company.

(b) Subject to and except as permitted by Sections 10.1(c) and 10.1(d), as long as RE or his Permitted Transferees directly or indirectly own Membership Interests, and until the fifth anniversary of the date that RE and his Permitted Transferees

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cease to own any Membership Interests, RE shall not directly or indirectly have any equity or other ownership or participation interest (other than passive investments of no, more than 5% of the equity of a company whose equity securities are publicly traded) in any motion picture exhibition business (which business includes the concessions business associated with exhibition of motion pictures) in Spain other than the Company.

(c) Notwithstanding Section 10.1(b), RE shall be entitled (i) to retain a passive minority interest in Multidulce, S.L., Confiterias Regaliz, S.L., and Multifiesta, S.L. and (ii) to retain an interest in Yelmo Arco Iris, S.L., provided that the activities of Yelmo Arco Iris, S.L. do not, directly or indirectly, breach the provisions of Section 10.1(b).

(d) If either LTM or RE wishes to participate in or undertake any business venture which would otherwise be prohibited by Section 10.1(a) or 10.1(b) (a “New Venture”), the party proposing such New Venture (the “Proposing Party”) shall first offer it to the Company by providing written notice (a “Notice of New Venture”) to the Company containing a detailed description of the nature, structure and terms of such New Venture as well as a copy of any proposed agreements relating thereto. The Company shall have thirty days to determine whether it wishes to pursue the New Venture, it being agreed that such determination shall be made by the Directors representing the non-Proposing Party. In the event that the Company determines not to participate in such New Venture, then the Proposing Party (and/or its Affiliates) shall have the right to enter into the New Venture as described in the Notice of New Venture independently or with such third Persons as it selects; provided that the terms related to such New Venture shall be no more favorable than the terms offered to the Company. Notwithstanding the foregoing sentence, to the extent that there is a material change in the details of the New Venture as described in the Notice of New Venture, a Proposing Party will not have the right to directly or indirectly, participate in or undertake the New Venture without giving an additional Notice of New Venture to the Company pursuant to this Section 10.1(c).

Section 10.2. Access to Company. Upon five business days’ notice, each Member and its representatives shall be permitted to inspect the books and records of the Company for any proper purpose and make copies thereof at any reasonable time during normal business hours, it being acknowledged that any information provided under this Section 10.2 shall be subject to the provisions of Section 13.4.

Section 10.3. Financial Reporting Obligations. The Members shall cause the Company to deliver to each of the Members (i) as soon as available, but in any event not later than 60 days after the end of each fiscal year of the Company, a copy of the consolidated balance sheet of the Company as at the end of such year and the related consolidated statements of net income and retained earnings and of cash flows of the Company for such year setting forth in each case in comparative form the figures for the previous year, (ii) as soon as available, but in any event not later than 90 days after the

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end of the fiscal year of the Company, its financial statements referred to in clause (i), reported on by independent certified public accountants of internationally recognized standing, (iii) as soon as available, but in any event not later than 30 days after the end of each of the first three quarterly periods of each fiscal year of the Company, the unaudited consolidated balance sheet of the Company as at the end of such quarter and the related unaudited consolidated statements of net income and retained earnings and of cash flows of the Company for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by the Chief Financial Officer or equivalent director or employee of the Company as being fairly stated in all material respects (subject to normal year-end audit adjustments) and (iv) as soon as available, but in any event not later than 30 days after the end of each month of each fiscal year of the Company, the unaudited consolidated balance sheet of the Company as at the end of such month and the related unaudited consolidated statements of net income and retained earnings and of cash flows of the Company for such month certified by the Chief Financial Officer or equivalent director or employee of the Company as being fairly stated in all material respects (subject to normal year-end audit adjustments). All such financial statements shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as any inconsistent application of GAAP is approved by such accountants or officer, as the case may be, and disclosed therein).

Section 10.4. Conduct of Business. The Members shall cause the Company to adopt and maintain an integrity policy satisfactory to LTM and RE.

ARTICLE XI

CONDITIONS TO CLOSING AND TERMINATION

Section 11.1. Conditions to Obligations of LTM. The obligation of LTM (other than incorporation of the Company) to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver, where permissible) at or prior to the Closing of all of the following conditions:

(a) Representations. Warranties and Covenants of RE. RE shall have complied in all material respects with all of his agreements and covenants contained herein to be performed on or prior to the Closing Date, and all the representations and warranties of RE contained herein shall be true in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date. The Company shall have received a certificate executed by RE, dated as of the Closing Date, certifying as to the fulfillment of the conditions set forth in this Section 11.1.

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(b) No Prohibition. No statute, rule or regulation or order of any court or administrative agency shall be in effect which prohibits the parties from consummating the transactions contemplated hereby.

(c) Consents. All consents, approvals, authorizations, exemptions and waivers from any Governmental Entity or any third party including those set forth in Schedule 11.(c) hereof that shall be required in connection with the transactions contemplated hereby shall have been obtained.

(d) Certificates and Resolutions. LTM shall have received copies, in form and substance reasonably satisfactory to it, of such certificates of good standing, board resolutions, officers and secretaries’ certificates and other documents with respect to the Yelmo Group Companies as LTM or its counsel shall reasonably request.

(e) Minority Interests. Except for the Persons identified in Schedule 11.1(e) holding the interests in the Yelmo Group Companies identified on that Schedule, no Person other than RE shall have an equity interest in any Yelmo Group Company and LTM shall have received evidence to that effect satisfactory to it.

(f) Excluded Assets. The Excluded Assets shall have been transferred out of the Yelmo Group Companies in accordance with the terms of the Asset Transfer Agreement and LTM shall have received evidence to that effect satisfactory to it.

(g) Certain Payments. RE shall have paid to Yelmo Films (whether in repayment of a debt or otherwise) an amount of Pesetas 31,976,000 and LTM shall have received evidence to that effect satisfactory to it.

(h) Intercompany Accounts. All intercompany balances between Yelmo Group Companies on the one hand and any Affiliates of RE on the other hand shall have been eliminated, and for the sake of clarity there shall be no intercompany balance between Yelmo Group Companies and the Excluded Assets, and both of these requirements shall be evidenced in a manner satisfactory to LTM.

(i) Ancillary Agreements. The Ancillary Agreements shall have been executed by LTM, the Company, RE, Yelmo Films, Multidulce, S.L., Multifiesta, S.L. and Confiterias Regaliz, S.L., as appropriate.

(j) Certain Business Combinations. The business combination of LTM Holdings, Inc and Cineplex Odeon Corporation contemplated by the agreement among these companies and others, dated September 30, 1997, shall have been consummated.

Section 11.2. Conditions to Obligations of RE. The obligation of RE to consummate the transactions contemplated by this Agreement shall be subject to the

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satisfaction (or waiver, where permissible) at or prior to the Closing of all of the following conditions:

(a) Representations, Warranties and Covenants of LTM. LTM shall have complied in all material respects with all of its agreements and covenants contained herein to be performed on or prior to the Closing Date, and the representations and warranties of LTM contained herein shall be true in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date. RE shall have received a certificate executed by or on behalf of the Company and LTM, dated as of the Closing Date, certifying as to the fulfillment of the conditions set forth in this Section 11.2.

(b) No Prohibition. No statute, rule or regulation or order of any court or administrative agency shall be in effect which prohibits the parties from consummating transactions contemplated

(c) Incorporation of the Company. The Company shall have been incorporated by LTM, and have a paid in share capital of 2,000,000,000 pesetas, (said amount need not be registered with the Mercantile Registry at closing).

(d) Certificates and Resolutions. RE shall have received copies, in form and substance reasonably satisfactory to him, of such certificates of good standing, board resolutions, officers, and secretaries’ certificates and other documents with respect to LTM as RE or his counsel shall reasonably request.

(e) Ancillary Agreements. The Ancillary Agreements shall have been executed by LTM, the Company, RE, Yelmo Films, Multidulce, S.L., Multifiesta, S.L. and Confiterias Regaliz, S.L., as appropriate.

(f) Delivery of the principal amount to be loaned under the Loan Agreement.

11.3. Termination. This Agreement may be terminated at any time prior to the Closing by the mutual written consent of RE and LTM or in writing by either RE or LTM, as the case may be, if the conditions to Closing set forth in this article XI applicable to the obligation of RE or LTM, as the case may be, to close shall not have been satisfied on or before the date 30 working days following the date of this Agreement.

ARTICLE XII

INDEMNIFICATION

Section 12.1. Survival. The representations and warranties made in this Agreement (which, for the avoidance of doubt, are made as of the Closing Date and not

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thereafter) shall survive the Closing and remain in full force and effect (i) in the case of all such representations and warranties, other than those contained in paragraphs A3, A4, A12 and A21 of Appendix B for a period of two years after the Closing Date, (ii) in the case of the representations and warranties contained in paragraphs A3 and A4 of Appendix B, indefinitely, (iii) in the case of the representations and warranties contained in paragraph A12 of Appendix B, for a period equal to 90 days in excess of the applicable statute of limitations therefor and (iv) in the case of the representations and warranties contained in paragraph A21 of Appendix B, for a period of seven years after the Closing Date.

Section 12.2. Losses. For purposes of this Agreement, the terms “Loss” or “Losses” shall mean each and all of the following items to the extent actually incurred: claims, losses, liabilities, damages, judgments, awards, costs and expenses (including, without limitation, reasonable fees and disbursements of counsel). Losses shall exclude all consequential damages.

Section 12.3. Indemnification by RE. RE shall indemnify and hold harmless LTM, the Company and their respective Affiliates from and against any and all Losses based upon, arising out of, or resulting from, any of the folk wing:

(i) any breach by RE of any of the representations or warranties made by RE in this Agreement;

(ii) any failure by RE to perform any of his covenants or agreements contained in this Agreement;

(iii) all Pre-Closing Taxes for which the Yelmo Group Companies are liable;

(iv) the Excluded Assets (without duplication of amounts recovered pursuant to Section 5.1.), to the extent relating to the period prior to the Closing Date or as a result of the transfer thereof; and

(v) the matters set forth on Schedule 12.3.

Section 12.4. Indemnification by LTM. LTM shall indemnify and hold harmless RE, the Company and its Affiliates from and against any and all Losses based upon or resulting from any of the following:

(i) any breach by LTM of any of the representations or warranties made by LTM in this Agreement; or

(ii) any failure by LTM to perform any of its covenants or agreements contained in this Agreement.

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Section 12.5. Indemnification by the Company. (a) The Members shall cause the Company to indemnify and hold harmless each Member and each Director, each Affiliate of each holder of Membership Interests, each of the foregoing’s respective directors, officers, employees and agents and each of the heirs, executors, successors and assigns of any of the foregoing, from and against any and all Losses based upon or resulting from, (i) any Liability of the Company or (ii) any act or omission performed or omitted to be performed by such Person in its or his capacity as a Member, member of the Members Committee or holder of Membership Interests (or as an Affiliate, director, officer, employee, agent, heir, executor, successor or assign of such Member, holder, member of the Members Committee or Affiliate) except for acts or omissions constituting gross negligence, bad faith, fraud or willful misconduct, or breach of this Agreement, provided that no Person shall have any obligation or liability under this Section 12.5 with respect to any Losses for which such Person is indemnified or is entitled to indemnification pursuant to Section 12.3 or 12.4.

(b) The Members shall cause the Company to timely indemnify and hold harmless RE from and against all capital gains tax and any penalties and interest associated therewith, up to a maximum aggregate amount of Pesetas 326,000,000, actually incurred by RE directly and exclusively as a result of the share for share exchange referred to in Section 4.2(c) being finally determined to constitute a taxable transaction by the competent Spanish authorities and not susceptible to appeal (the “Indemnified Amount”). RE undertakes to pay the Indemnified Amount to the competent Spanish authorities within a period of three working days from receipt by RE of the Indemnified Amount and provide immediately after payment evidence satisfactory to the Company of said payment. The Indemnified Amount is to be paid by the Company to RE in the manner which best protects the interests of both the Members and the Company.

(c) Except as expressly provided in this Article XII, no Member or holder of Membership Interests will have any obligation or Liability to any Member or holder of Membership Interests arising out of or relating to any Liability of the Company.

Section 12.6. Claims. (a) When a party seeking indemnification under Section 12.3,12.4 or 12.5(a) (the “Indemnified Party”) receives notice of any claims made by third parties (“Third Party Claims”) or has any other claim for indemnification other than a Third Party Claim, which is to be the basis for a claim for indemnification hereunder, the Indemnified Party shall give prompt written notice thereof to the other party or parties (the “Indemnifying Party”) reasonably indicating (to the extent known) the nature of such claims and the basis thereof; provided, however, that failure of the Indemnified Party to give the Indemnifying Party prompt notice as provided herein shall not relieve the Indemnifying Party of any of its obligations hereunder unless and only to the extent that the Indemnifying Party shall have been materially prejudiced thereby. The Indemnified Party shall have the right to either (i) assume the defense of any Third Party

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Claim or (ii) request that the Indemnifying Party assume the defense of such Third Party Claim. No compromise or settlement in respect of any Third Party Claims may be effected by the Indemnifying Party without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed). Regardless of whether the Indemnified Party assumes the defense of a Third Party Claim or requests the Indemnifying Party to assume such defense, the Indemnifying Party shall pay all costs and expenses thereof, including without limitation fees and expenses of legal counsel.

(b) If RE receives notice of any claim which is the basis for a claim for indemnification under Section 12.5(b), he shall give prompt written notice thereof to the Company and LTM describing in detail the amount of such claim and the basis thereof. The Company shall have the right to assume the defense of such claim and the Company shall have the right to compromise or settle such claim to the extent such compromise or settlement is for the payment of cash in an amount equal to or less than Pesetas 326,000,000. No compromise or settlement in respect of any such claims may otherwise be effected by the Company without RE’s prior written consent (which consent shall not be unreasonably withheld or delayed). Notwithstanding anything in this Agreement to the contrary, the Company shall exercise its rights under this Section 12.6(b) with the consent of, and at the direction of, LTM, it being understood and agreed that, except as expressly provided in this Section 12.6(b), RE shall not be entitled to prevent the Company (whether in his capacity as a Member or as Managing Director or otherwise) from complying with LTM’s direction under this Section 12.6(b). Without limiting the Company’s rights pursuant to the foregoing, it is understood and agreed that, if RE has appointed his own counsel to defend a tax related claim of which a claim covered by this Section 12.6(b) is part, counsel appointed by the Company shall keep RE’s counsel informed of the progress of the defense of the claim covered by this Section 12.6x(b) and shall cooperate in a reasonable manner with RE’s counsel.

ARTICLE XIII

GENERAL

Section 13.1. Arbitration. In the event a dispute occurs with respect to any matter in connection with this Agreement, RE and LTM will promptly attempt to settle such dispute through consultation and negotiation in good faith and in a spirit of mutual cooperation. If agreement is reached concerning the resolution of such dispute, then such agreement shall be final, conclusive and binding on RE and LTM. If, on or before the tenth day after written notice of such dispute is given by one party to the other, such dispute has not been resolved by the agreement of RE and LTM, LTM and RE shall each appoint an arbitrator who shall, within five days of their appointment, agree on a third arbitrator to whom the dispute shall be referred. If the two independent arbitrators appointed by LTM and RE cannot agree on an appropriate third arbitrator, the matter

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shall be referred to the Dean of the Bar of Madrid which shall appoint an arbitrator. The finally appointed arbitrator shall be instructed to apply the laws of Spain. The arbitrator’s decision and award with respect to the dispute referred to shall be final and binding on RE and LTM and may be entered in any court with jurisdiction. The cost of the arbitration proceeding and any proceeding in court to confirm or to vacate any arbitration award, as applicable (including, without limitation, attorneys’ fees and costs), shall be borne by the unsuccessful party to the dispute and shall be awarded as part of the arbitrator’s award; provided, however, that (i) each of LTM and RE shall bear its own attorneys’ fees and costs in connection with the arbitration proceedings and (ii) if the arbitrator does not find one of LTM or RE to be unsuccessful then the cost of the arbitral proceeding shall be paid equally by LTM and RE. .

Section 13.2. Notices. Any notice required to be given hereunder shall be sufficient if in writing, and sent by facsimile transmission or by courier service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:

If to the Company:	If to LTM:
Jacometrezo 4 - 7°, 28013, Madrid Attention: Managing Director Facsimile: (3491) 5231658	LOEWS THEATRES 711 Fifth Avenue, New York, N.Y. 10022
	Attention: John Cormie McBride. General Counsel Facsimile: (212) 833.83.79
With a copy to:	With a copy to:
Gomez-Acebo & Pombo Castellana 164, 28046 Madrid Attn. Richard Silberstein Facsimile: (3491) 582 9114	Lawrence J. Ruisi Chief Executive Officer Loews Theatres 711 Fifth Avenue New York, New York 10022 Facsimile: 212 833 67 80

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Lawrence J. Ruisi	John J. Walker
Chief Executive Officer	Chief Financial Officer
Loews Theatres	Loews Theatres
711 Fifth Avenue	711 Fifth Avenue
New York, New York 10022	New York, New York 10022
Facsimile: 212 833 67 80	Facsimile: 212 833 62 70
John J. Walker	Fried, Frank, Harris, Shriver &
Chief Financial Officer	Jacobson
Loews Theatres	1 New York Plaza
711 Fifth Avenue	New York, NY, 10004
New York, New York 10022	Attention: Sanford Kieger
Facsimile: 212 833 62 70	Facsimile: (212) 859 40 00
If to RE:
c/o Yelmo Films, S.A.
Jacometrezo, 4-7°
28001 Madrid
Facsimile: (3491) 523 1658
With a copy to:
Bufete Ramon Hermosilla
Claudio Coello, 32 - 1°
Attention: Ramon Hermosilla Gimeno
Facsimile: (3491) 435 6366

or to such other address as any party or other addressee shall specify by written notice so given, and such notice shall be deemed to have been delivered as of the date so telecommunicated, personally delivered or mailed.

Section 13.3. Assignment: Binding Effect: Benefit. Except as expressly contemplated herein, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, except any rights, interests or obligations relating to Membership Interests Transferred to a Permitted Transferee, provided that no such assignment will relieve the assigning party of any of its obligations hereunder, and provided further that the foregoing restriction shall not apply

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to any assignment to any successor Person in connection with any merger or consolidation or sale of all or substantially all of the assets. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 13.4. Confidentiality. Each Member agrees that it shall keep all information regarding the business, affairs or plans of the Company strictly confidential and shall maintain and protect all information regarding the business, affairs or plans of the Company in no less careful a manner than it maintains and protects its own confidential business information; provided, however, that such information may be disclosed by a Member or holder if, in the reasonable opinion of counsel to such Member or holder, and after prior consultation with the Members and their counsel (but not their consent), such disclosure is required by law or applicable rules of any securities exchange; provided further, that the provisions of this Section 13.4 shall not apply to information which (i) becomes generally available to the public other than as a result of a disclosure by such Member or holder or its representatives, (ii) was available to such Member or holder on a non-confidential basis prior to its disclosure to such Member or holder by any other Member or holder or their representatives, or (iii) becomes available to such Member or holder on a non-confidential basis from a source other than any other Member or its representatives.

Section 13.5. Entire Agreement. This Agreement has been prepared and executed in both English and Spanish, and both versions shall be binding on the parties hereto, provided that, in the event that any provision of the Spanish version conflicts with or is inconsistent with any provision of the English version of this Agreement, the provisions of the English version shall control and be binding upon each of the parties hereto. This Agreement (in both English and Spanish), the exhibits, appendices and schedules hereto and any certificate delivered by the parties in connection herewith constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings (oral and written) among the parties with respect thereto.

Section 13.6. Amendment. This Agreement may not be amended or modified except by an instrument in writing signed by or on behalf of each of the parties hereto.

Section 13.7. Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies of this Agreement, each

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of which may be signed by less than all of the parties hereto, but together all such copies are signed by all of the parties hereto.

Section 13.8. Headings. Headings of the Articles and Sections of this Agreement are for the convenience of the parties only, and shall be given no substantive or interpretive effect whatsoever.

Section 13.9. Interpretation. In this Agreement, unless the context otherwise requires, words describing the singular number shall include the plural, and vice versa, “including” shall mean “including, without limitation,” words denoting any gender shall include all genders and references to a Person include such Person’s successors and permitted assigns. In this Agreement, unless defined herein, all accounting terms shall have the meaning given to them under GAAP.

Section 13.10. Incorporation of Exhibits and Schedules. All exhibits, appendices and schedules hereto are hereby incorporated herein and made a part hereof for all purposes as if fully set forth herein.

Section 13.11. Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or otherwise affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

Section 13.12. Enforcement of Agreement. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of Articles VII and VIII or Section 10.1 of this Agreement was not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of Articles VII and VIII or Section 10.1 of this Agreement and to enforce specifically the terms and provisions of Articles VII and VIII or Section 10.1 of this Agreement in any court of competent jurisdiction, this being in addition to any other remedy to which they may be entitled at law or in equity.

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IN WITNESS WHEREOF, the parties have executed this Agreement and caused the same to be duly delivered on their behalf as of the day and year first written above.

LTM SPANISH HOLDINGS, INC.
By:	/s/    JOHN CORMIE MCBRIDE
	Name:	John Cormie McBride
	Title:	Senior Vice President and General Counsel
RICARDO EVOLE MARTIL
/s/    Illegible

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EX-10.11

Exhibit 10.11

EXECUTION COPY

AMENDED AND RESTATED JOINT VENTURE AGREEMENT

by and among

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

and

LOEWS CINEPLEX INTERNATIONAL HOLDINGS, INC.

and

MEDIAPLEX, INC.

and

MEGABOX CINEPLEX, INC.

TABLE OF CONTENTS

ARTICLE I DEFINITIONS		2
Section 1.1.	Definitions	2
ARTICLE II ORGANIZATION OF THE COMPANY		3
Section 2.1.	Organizational Documents; Shareholder Resolutions	3
Section 2.2.	Purpose	3
ARTICLE III EFFECTIVENESS OF PRIOR AGREEMENTS		3
Section 3.1.	Replacement of Prior Agreements	3
Section 3.2.	Conditional Effectiveness	3
ARTICLE IV CAPITAL CONTRIBUTIONS		4
Section 4.1.	Subsequent Capital Contributions	4
ARTICLE V REPRESENTATIONS AND WARRANTIES		4
ARTICLE VI CORPORATE GOVERNANCE; CERTAIN CORPORATE ACTIONS		4
Section 6.1.	Voting of Shares	4
Section 6.2.	Composition of the Board of Directors	4
Section 6.3.	Representative Directors, Chief Operating Officer, Chief Financial Officer and Statutory Auditor	5
Section 6.4.	Approval of Certain Matters	6
ARTICLE VII TRANSFER AND SALE		8
Section 7.1.	Transfer Restrictions	8
Section 7.2.	Consent	8
Section 7.3.	First Refusal	8
Section 7.4.	Tag-Alone Rights	10
ARTICLE VIII COVENANTS OF THE PARTIES		11
Section 8.1.	Access	11
ARTICLE IX CERTAIN AGREEMENTS		11
Section 9.1.	Non-Competition	11
Section 9.2.	Access to Company	12
Section 9.3.	Financial Reporting Obligations	12
Section 9.4.	Related Party Transactions	13

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Section 9.5.	Excess Cash Distributions	13
Section 9.6.	Sale of Shares by Means of Public Offering	14
ARTICLE X CONDITIONS TO CLOSING		14
ARTICLE XI INDEMNIFICATION		14
Section 11.1.	Survival	14
Section 11.2.	Losses	14
Section 11.3.	Indemnification by Mediaplex	14
Section 11.4.	Indemnification by LCE	15
Section 11.5.	Indemnification by the Company	15
Section 11.6.	Claims	15
Section 11.7.	Contribution	16
ARTICLE XII TERMINATION AND LIQUIDATION		16
Section 12.1.	General	16
Section 12 2.	Termination by LCE	16
Section 12.3.	Termination by Mediaplex	17
Section 12.4.	Termination by Mutual Agreement	17
Section 12.5.	Remedies upon Termination	17
ARTICLE XIII GENERAL		18
Section 13.1.	Arbitration	18
Section 13.2.	Notices	19
Section 13.3.	Assignment; Binding Effect; Benefit	20
Section 13.4.	Confidentiality	20
Section 13.5.	Entire Agreement	21
Section 13.6.	Amendment	21
Section 13.7.	Counterparts	21
Section 13.8.	Headings	21
Section 13.9.	Interpretation	21
Section 13.10.	Incorporation of Exhibits and Schedules	21
Section 13.11.	Severability	21
Section 13.12.	Enforcement of Agreement	22

APPENDIX A - Definitions

APPENDIX B - Representations and Warranties

EXHIBITS

Exhibit 2.1 - Amended and Restated Articles of Incorporation

ii

AMENDED AND RESTATED JOINT VENTURE AGREEMENT

THIS AMENDED AND RESTATED JOINT VENTURE AGREEMENT, dated as of July 25, 2002 (this “Agreement”), by and among Megabox Cineplex, Inc., a corporation established under the laws of the Republic of Korea and having its offices at 7F, Cinehouse B/D, 91-6 Nonhyun-dong, Kangnam-ku, Seoul, Republic of Korea (hereinafter the “Company”), Mediaplex, Inc., a corporation established under the laws of the Republic of Korea and having its offices at 7F, Cinehouse B/D, 91-6 Nonhyun-dong, Kangnam-ku, Seoul, Republic of Korea (hereinafter “Mediaplex”), Loews Cineplex Entertainment Corporation, a corporation established under the laws of the State of Delaware, United States of America, and having its offices at 711 Fifth Avenue, New York, NY 10022, U.S.A (hereinafter “LCE”) and Loews Cineplex International Holdings, Inc., a corporation established under the laws of the State of Delaware, United States of America and having its offices at 711 Fifth Avenue, New York, NY 10022, U.S.A. (hereinafter “LCI”)

W I T N E S S E T H:

WHEREAS, Mediaplex and LCE have entered into a Heads of Agreement dated October 21, 1999, as amended by the First Amendment to Heads of Agreement dated November 14, 1999, the Second Amendment to Heads of Agreement dated May 9, 2000, the Third Amendment to Heads of Agreement dated August 8, 2000 and the Fourth Amendment to Heads of Agreement dated August 24, 2000 (the “Heads of Agreement”) establishing the basic framework of a joint venture to develop, construct, own and operate new state-of-the-art multiplex theaters of high quality in key locations in the Republic of Korea;

WHEREAS, in order to facilitate the transfer of the rights and obligations under a Lease Agreement dated July 28, 1998 between Daewoo Corporation (“Daewoo”) and the Korea International Trade Association (“KITA”) regarding the UEC Multiplex located at KITA’s ASEM MALL (the “UEC Multiplex”), Daewoo and LCE executed an Agreement for the Formation of a Joint Venture Agreement (the “JVA”) on October 21, 1999, pursuant to which each of Daewoo and LCE subscribed to 1,200,000 shares of the Company at the time of the Company’s incorporation on November 16, 1999;

WHEREAS, as contemplated by the Heads of Agreement, Mediaplex acquired all of the 1,200,000 shares of the Company owned by Daewoo pursuant to a Share Transfer Agreement dated November 25, 1999;

WHEREAS, Mediaplex, LCI and the Company have entered into a Joint Venture Agreement dated May 9, 2000 (the “Joint Venture Agreement”), in which the parties agreed to consummate Mediaplex’s subscription to 2,479,840 Common Shares of the Company (as defined therein), LCE’s transfer of all of its Common Shares of the Company to LCI and LCI’s subscription to 2,479,840 Convertible Preferred Shares of the Company (as defined therein) by August 8, 2000;

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WHEREAS, due to unforeseen circumstances, the closing of the Joint Venture Agreement was rescheduled to August 25, 2000 by the First Amendment to Joint Venture Agreement dated August 8, 2000 by and among Mediaplex, LCI and the Company (the “First Amendment”), and subsequently to October 15, 2000 by the Supplemental Agreement and Second Amendment to Joint Venture Agreement dated August 24, 2000 by and among Mediaplex, LCI and the Company (the “Second Amendment”);

WHEREAS, as the closing did not occur on or prior to October 15, 2000 due to a cause solely attributable to LCI/LCE, pursuant to Article 4 of the Second Amendment, Mediaplex subscribed to 2,479,840 Common Shares of the Company on November 11, 2000, resulting in the shareholding ratio of Mediaplex and LCE being 75.4% and 24.6%, respectively, and certain provisions of the Joint Venture Agreement were amended to reflect the dilution of LCE’s shareholding ratio;

WHEREAS, under Article 4(o) of the Second Amendment, LCI has the right to subscribe to or purchase from Mediaplex on or prior to October 15, 2003 such number of shares of the Company that will result in both Mediaplex and LCI having equal equity interests in the Company;

WHEREAS, concurrently with the execution of this Agreement, Mediaplex, LCE and the Company have entered into a Stock Purchase and Subscription Agreement (the “Stock Purchase and Subscription Agreement”), in which LCE agreed to purchase from Mediaplex 1,015,518 shares of the Company’s common stock owned by Mediaplex, and to subscribe to 448,804 new shares of the Company’s common stock on the terms and conditions set forth therein, such that each of Mediaplex and LCE shall have 50% equity interest in the Company; and

WHEREAS, in connection with LCE’s purchase and subscription of the shares of the Company contemplated in the Stock Purchase and Subscription Agreement, the parries hereto wish to amend the Joint Venture Agreement.

NOW, THEREFORE, in consideration of the mutual premises and covenants contained herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Definitions

Capitalized terms used herein are defined in Appendix A.

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ARTICLE II

ORGANIZATION OF THE COMPANY

Section 2.1. Organizational Documents; Shareholder Resolutions. The parties hereto agree that, on or prior to the Closing, the Company will take such action as is necessary to amend the Company’s Articles of Incorporation (the “Articles of Incorporation”) so that they shall be as set forth in Exhibit 2.1 attached to this Agreement, effective upon the Closing. From the Closing, in the event that the relevant Korean registration authorities considers that any portion of the Articles of Incorporation should be changed from the form contained in Exhibit 2.1, the parties will amend the Articles of Incorporation so as to reflect as closely as possible the agreements set forth herein. Notwithstanding anything herein or in the Articles of Incorporation to the contrary, to the extent that any provision of the Articles of Incorporation conflicts with, or otherwise is inconsistent with, any provision of this Agreement with respect to any matter, or this Agreement covers any matter that is not covered in the Articles of Incorporation, the provisions of this Agreement with respect to such matter shall control and shall be binding upon each of the parties hereto.

Section 2.2. Purpose. The purpose of the Company will be to develop and operate, either itself or through its Subsidiaries, the UEC Multiplex and to conduct such other business as prescribed in Article 2 of the Articles of Incorporation, as amended from time to time.

ARTICLE III

EFFECTIVENESS OF PRIOR AGREEMENTS

Section 3.1. Replacement of Prior Agreements.

Subject to Section 3.2 hereof, the parties hereto agree that this Agreement shall replace and supersede the Heads of Agreement, the JVA, the Joint Venture Agreement, the First Amendment and the Second Amendment, regardless of whether the Closing occurs. Any and all rights and obligations of the parties under such prior agreements shall forthwith become null and void upon the execution of this Agreement; provided, however, that each party shall continue to be liable for its breach of such prior agreements, if any, prior to the date of this Agreement; provided further, that Mediaplex’s right to retain the payment by LCI of $2,000,000 in accordance with Article 4 of the Second Agreement shall not be affected by this Agreement.

Section 3.2. Conditional Effectiveness.

Notwithstanding anything to the contrary herein, none of the provisions in Articles VI and IX of this Agreement shall be effective until the Closing. Until the Closing, Articles VI, and IX of the Joint Venture Agreement, as amended by Article 4 of the Second Amendment, shall remain in full force and effect, except that all references to LCI in the Joint Venture Agreement, the First Amendment and the Second Amendment shall be interpreted as references to LCE.

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ARTICLE IV

CAPITAL CONTRIBUTIONS

Section 4.1. Subsequent Capital Contributions.

(a) All capital contributions called for by the Board of Directors subsequent to the payment for the New Shares (as defined in the Stock Purchase and Subscription Agreement) will be made on a pro rata basis based on the percentage of outstanding Shares held by each Shareholder.

(b) If at any time any Shareholder shall fail to subscribe for all or part of the Shares which such Shareholder is required to make under this Agreement on the date so required pursuant to written notice (a “Funding Notice”) provided by the Board of Directors (which date shall not be sooner than 45 days following the date of such notice), the Shareholder failing to subscribe for such shares shall be deemed to be a “Non-Contributing Shareholder” and the other Shareholder shall be deemed to be “Contributing Shareholder.” In such event, the Contributing Shareholder may subscribe for such Shares for which the Non-Contributing Shareholder has failed to subscribe with written notice to the Board of Directors.

(c) All capital contributions made pursuant to this Agreement shall be in Won. The capital contributions required to be made to the Company pursuant to Section 4.1 shall be made in the form of subscriptions for additional Shares at such subscription price per Share as shall be determined by the Board of Directors and set forth in the relevant Funding Notice.

(d) No Shareholder shall be required to make contributions pursuant to Section 4.1 unless the other Shareholder shall have made or concurrently be making its contribution pursuant to such Section.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

The representations and warranties of the parties to this Agreement are set forth in Appendix B.

ARTICLE VI

CORPORATE GOVERNANCE; CERTAIN CORPORATE ACTIONS

Section 6.1. Voting of Shares. Each Shareholder shall vote all Shares owned or controlled by it, and shall take all other necessary or desirable actions within its control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), to effectuate the provisions of this Agreement.

Section 6.2. Composition of the Board of Directors. Each Shareholder shall vote all Shares owned or controlled by it and shall take all necessary action within its control, so that the composition of the Board of Directors and the manner of selecting members thereof shall be as follows:

(a) From and after the Closing Date, the Board of Directors shall be comprised of four persons, two of whom shall be designated by LCE and two of whom shall be designated by Mediaplex. All such designations shall be notified in writing to the Company, which shall notify all of the Shareholders.

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(b) Each Shareholder shall have the right by notice in writing to the Company to require the Board of Directors to call a shareholder meeting (i) to remove, with or without cause, any Director designated by such shareholder pursuant to this Section 6.2 and (ii) to designate any replacement for a Director designated by such shareholder pursuant to this Section 6.2, upon the death, resignation, retirement, disqualification or removal from office of such Director; provided, however, that the Shareholder proposing to remove any Director it has designated shall be responsible for any claims, actions, losses, expenses or damage arising out of or in relation to such removal and shall indemnify and hold harmless the other Shareholder and the Company from any claim, actions, losses, expenses or damages arising out of or in relation to such removal.

(c) At all meetings of the Board of Directors, a quorum shall consist of not less than three Directors provided that such quorum consists of at least one Director designated by LCE and one Director designated by Mediaplex. Written notice shall be duly given to each Director at least fifteen (15) business days in advance of each meeting, provided no notice need be given to any Director who signs a written waiver of notice at or in advance of a meeting, or who attends the meeting without protesting any lack of notice. Unless a higher vote is specifically required by this Agreement, all actions of the Board of Directors shall be determined by the vote of a simple majority (i.e., greater than 50%) of the Directors attending the meeting; provided that such majority includes at least one Director designated by LCE and one Director designated by Mediaplex. Directors shall be entitled to participate at meetings of the Board of Directors telephonically in the event telephonic participation becomes permissible under the law of the Republic of Korea.

(d) Board of Directors meetings shall be held no less frequently than once per year. Minutes of the Board of Directors meetings shall be taken and a copy of the minutes shall be distributed to each Director in a timely fashion.

Section 6.3. Representative Director, Chief Operating Officer, Chief Financial Officer and Statutory Auditor. (a) The Company’s Representative Director shall be elected by the Board of Directors from among the members of the Board of Directors nominated by Mediaplex. The Company shall also have one Statutory Auditor who shall be nominated by Mediaplex and elected at the General Meeting of Shareholders, one Chief Operating Officer who shall be an individual nominated by Mediaplex and approved by LCE (and who shall be a resident of the Republic of Korea) and one Chief Financial Officer who shall be nominated by Mediaplex and approved by LCE (and who shall be a resident of the Republic of Korea). The day-to-day affairs of the Company shall be managed by the Chief Operating Officer.

(b) The Representative Director shall represent the Company and act on all matters of the Company. The Representative Director and the Chief Operating Officer will

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report to the Board of Directors. The Chief Operating Officer, subject to the control of the Board of Directors, shall have general charge and control of all of the Company’s business and affairs and shall perform all duties incident to his office; provided that neither the Representative Director, the Chief Operating Officer nor any other executive of the Company (acting individually or jointly) shall take or shall be entitled to take, and each Shareholder shall use its best efforts to prevent the Company or any of its Subsidiaries from taking, any of the actions specified in Section 6.4 (a) without the prior approval of the Board of Directors in accordance with this Agreement. The Representative Director and the Chief Operating Officer shall have such other powers and perform such other duties as may from time to time be assigned to them by the Board of Directors.

(c) The Representative Director shall delegate all matters concerning the day-to-day operations of the Company to the Chief Operating Officer and shall authorize the Chief Operating Officer to take, without approval of the Representative Director, any and all actions concerning the Company not otherwise requiring the approval of the Board of Directors or Shareholders pursuant to Section 6.4.

Section 6.4. Approval of Certain Matters. (a) The Representative Director and the Chief Operating Officer, acting individually or jointly, shall not and shall not permit the Company or any Subsidiary of the Company to take or agree to take any of the following actions or engage in any of the following transactions without the prior approval of the Board of Directors in accordance with the provisions of this Agreement:

(i) expenditure of any Company sum or sums in excess of $400,000 in the aggregate in any fiscal year that is not included in an Approved Budget for the then current fiscal year, it being understood and agreed that all such expenditures shall be directly related to the construction, renovation, development or improvement of the Company’s theatres, it being further understood and agreed that expenditures on film rental, to the extent such expenditures are determined by reference to box-office sales, shall not be restricted by this clause (i); provided, however, that at the end of the three-year period referenced in Section 6.3(a) above, the parties hereto shall review the provisions of this Section 6.4(a)(i) and shall jointly determine whether it would be appropriate to modify the terms hereof;

(ii) sale, transfer or disposal of assets of the Company or any of its Subsidiaries, or purchase or other acquisition of assets or businesses, in each case in any single or series of related transactions, for a consideration in excess of $100,000;

(iii) engagement by the Company or any of its Subsidiaries in any business other than as prescribed in the Articles of Incorporation;

(iv) varying the Company’s accounting policies and practices in any material respect, other than to comply with Korean GAAP;

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(v) entering into, amending or waiving the provision of any agreement or transaction with any Shareholder or any Affiliate of any Shareholder after the Closing Date, except as expressly provided for in this Agreement, and except relating to the exhibition and settlement of motion pictures;

(vi) establishing any place of business outside the Republic of Korea;

(vii) commencing or settling litigation where the amount involved exceeds $100,000 in the aggregate in any fiscal year or consenting to any injunction;

(viii) entering into any joint venture, partnership, agreement or similar arrangement requiring capital funding;

(ix) approving and adopting the annual budget or the Business Plan or any change thereto;

(x) incurring any debt for borrowed money in excess of $100,000 in the aggregate in any fiscal year; or

(xi) entering into any employment agreement or consulting agreement with any Person involving the payment of any amount in excess of $100,000 per year or authorizing any Person to enter into any such employment agreement or consulting agreement.

(b) Neither the Company nor any Subsidiary of the Company shall take any of the following actions without the approval of the Shareholders by a two-thirds (2/3) vote:

(i) varying any of the rights attaching to the Shares;

(ii) modifying the Articles of Incorporation;

(iii) taking any steps to effect the winding-up, liquidation, dissolution or voluntary bankruptcy of the Company or any of its subsidiaries;

(iv) the issuance of additional Shares by the Company (except for the issuance of new shares to third parties other than the shareholders of the Company); provided, however, that the Shareholders shall undertake discussions in good faith as and when requested by a Shareholder concerning capital raising activities, including the possible sale of private or public equity in the Company;

(v) entering into any merger, amalgamation, consolidation or other business combination to which the Company or any of its subsidiaries is a party;

(vi) declaring dividend, distribution of liquidation proceeds or purchase of treasury stock;

7

(vii) other actions requiring a special resolution of a General Meeting of Shareholders pursuant to the Korean Commercial Code;

(viii) changing the name of the Company;

(ix) the removal of a Director or the Statutory Auditor;

(x) the transfer of all or a significant part of the business of the Company;

(xi) the issuance of shares of the Company at a price less than par value; or

(xii) reduction of paid-in capital of the Company.

ARTICLE VII

TRANSFER AND SALE

Section 7.1. Transfer Restrictions. Other than to a Permitted Transferee, no Shareholder shall sell, transfer, assign, pledge or otherwise dispose of (a “Transfer”) all or part of any Shares beneficially owned by it (i) except in compliance with the provisions of this Article VII and the Articles of Incorporation, and (ii) without obtaining a written agreement in form and substance reasonably satisfactory to the Company executed by the transferee to be bound by the terms of this Agreement, and any Transfer not in compliance with clauses (i) and (ii) and any other provisions of this Article VII shall have no effect and be null and void. Notwithstanding the foregoing restrictions, either Shareholder may pledge all or part of any Shares beneficially owned by it to a third party for financing purposes, the period of which pledge must expire no later than one (1) year from the Closing Date; provided, that transfer restrictions set forth in this Article 7 shall apply with the same force and effect to the sale, transfer or disposal of such pledged shares by such third party.

Section 7.2. Consent. Until May 9, 2005 (the “Transfer Waiver Date”), no Shareholder shall Transfer any Shares without the prior written consent of the other Shareholders other than to a Permitted Transferee.

Section 7.3. First Refusal. (a) If, following the Transfer Waiver Date, either LCE (on behalf of itself and its Permitted Transferees) or Mediaplex (on behalf of itself and its Permitted Transferees) (as appropriate, the “Transferring Shareholder”) desires to Transfer, directly or indirectly, all or any portion of the Shares owned by it (other than to a Permitted Transferee), the Transferring Shareholder shall provide the other Shareholder (the “Non-Transferring Shareholder”) with a written notice (the “First Refusal Notice”), with a copy to the Company, setting forth:

(i) the number of Shares to be offered;

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(ii) the terms and conditions of the proposed Transfer, including the price (the “Offering Price”) at which the Transferring Shareholder proposes to Transfer such Shares; and

(iii) the name of the proposed transferee and a statement specifying whether that transferee is a Competitor or not.

Within 30 Business Days following the delivery of the First Refusal Notice, the Non-Transferring Shareholder shall, by notice in writing to the Transferring Shareholder (copied to the Company), have the opportunity and right to purchase 100% (but not less than 100%) of the Shares referred to in the First Refusal Notice (on the terms specified in the First Refusal Notice or on any other terms as are agreed by the parties). If the Non-Transferring Shareholder fails to exercise or waive its right to purchase 100% of the Shares referred to in the First Refusal Notice, then the Transferring Shareholder shall be free, for a three-month period commencing at the end of such 30-day period to enter into a definitive agreement to Transfer the offered Shares to any third party, on terms (including, without limitation, all terms affecting price) no more favorable to the proposed purchaser than the terms specified in the First Refusal Notice, it being understood, however, that if the Transferring Shareholder does not complete the Transfer of the Shares within one month following the end of such three month period, or if the definitive agreement is subsequently terminated, the Transferring Shareholder shall once again be subject to all the provisions of this Section 7.3.

(b) Each acceptance made hereunder shall constitute a separate, binding contract obligating the Transferring Shareholder to sell, and the Non-Transferring Shareholder to purchase, the Shares accepted on the terms specified in the relevant notice (or on any other terms as the parties shall have agreed). The parties agree to negotiate in good faith to consummate the transaction as soon as possible, but in no event later than the date 120 days after the date the First Refusal Notice was given. Notwithstanding any provision of this Agreement to the contrary, in the event of failure by the Non-Transferring Shareholder to close the transaction within such 120-day time periods referred to above, the Transferring Shareholder shall be entitled, in addition to all other available remedies, to treat that failure as a waiver under Section 7.3(a) by the Non-Transferring Shareholder of its purchase rights, entitling the Transferring Shareholder to take the action specified in Section 7.3(a) pursuant to that waiver.

(c) If the Offering Price specified in the First Refusal Notice includes any property other than cash, the fair market value of any non-cash property shall be determined in the following manner:

(i) The fair market value of securities which are publicly traded shall be deemed to be the average of the daily closing prices of those securities for the five consecutive trading days immediately prior to the date of the First Refusal Notice (or the date of the last written proposal made by the Transferring Shareholder); and

(ii) The fair market value of any other property shall be determined by the good faith agreement of the Transferring Shareholder and the accepting Non-Transferring Shareholder or, if such parties are unable to agree, by an appropriate expert

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mutually selected by such parties. If the parties cannot mutually agree on an expert, each party shall select an expert, and those experts shall select an independent expert to resolve the dispute. The costs and expenses of the appraisal shall be borne by the Transferring Shareholder.

Notwithstanding anything to the contrary in this Section 7.3, each Non-Transferring Shareholder may pay the Offering Price in cash, with any non-cash property valued as provided above.

Section 7.4. Tag-Along Rights.

(a) If, following the Transfer Waiver Date, a Transferring Shareholder desires to Transfer, directly or indirectly, all or any portion of the Shares beneficially owned by it and its Affiliates, the Transferring Shareholder shall provide the Non-Transferring Shareholder with written notice (the “Tag Along Notice”) (which may, but need not be, incorporated into the First Refusal Notice required pursuant to Section 7.3) setting forth:

(i) the number of Shares proposed to be Transferred;

(ii) all terms and conditions of the proposed Transfer including the Offering Price at which the Transferring Shareholder proposes to Transfer such Shares;

(iii) the name of the proposed transferee and a statement specifying whether or not that transferee is a Competitor; and

(iv) that the Transferring Shareholder is offering the Non-Transferring Shareholder the right to participate in such Transfer on the same terms and conditions as are applicable to the Transferring Shareholder.

(b) If the proposed transferee is a Competitor of a Non-Transferring Shareholder then, within 10 Business Days following delivery of the Tag Along Notice, such Non-Transferring Shareholder may, by notice in writing to the Transferring Shareholder, require the Transferring Shareholder to request the proposed transferee to purchase all of the Shares held by the Non-Transferring Shareholder and its Affiliates on the terms specified in the Tag Along Notice. If the Transferring Shareholder declines to make such request or the proposed transferee rejects the request, the Transferring Shareholder shall not be entitled to sell the Shares which are the subject of the Tag Along Notice to that proposed transferee. .

(c) If the proposed transferee is not a Competitor of any Non-Transferring Shareholder, then, within 10 Business Days following the delivery of the Tag Along Notice, such Non-Transferring Shareholder shall, by notice in writing to the Transferring Shareholder, have the opportunity to sell to the prospective purchaser (upon the same terms and conditions as the Transferring Shareholder) up to that number of Shares owned by such Non-Transferring Shareholder as shall equal the product of (x) a fraction, the numerator of which is the number of Shares owned by such Non-Transferring Shareholder as of the date of such Tag Along Notice, and the denominator of which is the aggregate number of Shares owned as of the date of such Tag Along Notice by the Transferring Shareholder and the Non-Transferring Shareholder, and (y)

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the number of Shares proposed to be sold. The amount of Shares to be sold by the Transferring Shareholder shall be reduced if and to the extent necessary to provide for such sale of Shares by the Non-Transferring Shareholder.

(d) If the Non-Transferring Shareholder does not elect to require the Transferring Shareholder to effectuate the sale specified in Section 7.4(b) or does not elect to participate in a sale specified in Section 7.4 (c) within the 10 Business Day periods referred to in those Sections, the Transferring Shareholder shall be entitled to consummate such sale within 100 days following delivery of the Tag Along Notice without the participation of the Non-Transferring Shareholder.

ARTICLE VIII

COVENANTS OF THE PARTIES

Section 8.1. Access. The Company shall provide LCE and Mediaplex with such information as either LCE or Mediaplex may from time to time reasonably request with respect to the Company, and the transactions contemplated by this Agreement and provide LCE, Mediaplex and their representatives reasonable access during regular business hours and upon reasonable notice to the properties, books and records of the Company as LCE or Mediaplex may from time to time reasonably request.

ARTICLE IX

CERTAIN AGREEMENTS

Section 9.1. Non-Competition. (a) As long as LCE or any of its Permitted Transferees directly or indirectly owns any Shares, and until the fifth anniversary of the date that LCE and its Permitted Transferees cease to own any Shares, neither LCE nor its Affiliates shall directly or indirectly have any equity or other ownership or participation interest in (other than passive investments of no more than 5% of the equity of a company whose equity securities are publicly traded) any motion picture exhibition business (which business includes the concessions business associated with exhibition of motion pictures) in the Republic of Korea other than the Company or in such other territories in Asia in which the Company is then authorized to operate in accordance with the Articles of Incorporation.

(b) Subject to and except as permitted by Sections 9.1(c), as long as Mediaplex or any of its Permitted Transferees directly or indirectly own any Shares, and until the fifth anniversary of the date that Mediaplex and its Permitted Transferees cease to own any Shares, neither Mediaplex nor its Affiliates shall directly or indirectly have any equity or other ownership or participation interest (other than passive investments of no more than 5% of the equity of a company whose equity securities are publicly traded) in any motion picture exhibition business (which business includes the concessions business associated with exhibition of motion pictures) in the Republic of Korea other than the Company or in such other territories in Asia in which the Company is then authorized to operate in accordance with the Articles of Incorporation.

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(c) Notwithstanding Section 9.1(b), Mediaplex shall be entitled to retain a one hundred percent (100%) interest in the Cinehouse Theatre.

(d) If either LCE or Mediaplex wishes to participate in or undertake any business venture which would otherwise be prohibited by Section 9.1(a) or 9.1(b) (a “New Venture”), the party proposing such New Venture (the “Proposing Party”) shall first offer it to the Company by providing written notice (a “Notice of New Venture”) to the Company containing a detailed description of the nature, structure and terms of such New Venture as well as a copy of any proposed agreements relating thereto. The Company shall have thirty (30) days to determine whether it wishes to pursue the New Venture, it being agreed that such determination shall be made by the Directors representing the non-Proposing Party. In the event that the Company determines not to participate in such New Venture, then the Proposing Party (and/or its Affiliates) shall have the right to enter into the New Venture as described in the Notice of New Venture independently or with such third Persons as it selects; provided that the terms related to such New Venture shall be no more favorable than the terms offered to the Company. Notwithstanding the foregoing sentence, to the extent that there is a material change in the details of the New Venture as described in the Notice of New Venture, a Proposing Party will not have the right to directly or indirectly, participate in or undertake the New Venture without giving an additional Notice of New Venture to the Company pursuant to this Section 9.1(d).

(e) Notwithstanding anything to the contrary herein, within the time prescribed in Sections 9.1(a) and (b), neither LCE (or its Affiliates) nor Mediaplex (or its Affiliates) may participate in or undertake any New Venture regardless of whether a first offer has been made to the Company pursuant to Section 9.1(d), if such New Venture has or is to have any place of business within a ten kilometer radius from one of the Company’s places of business (six kilometers if within metropolitan Seoul) or if such New Venture is conducted by any Competitor or Affiliate thereof.

Section 9.2. Access to Company. Upon ten Business Days’ notice, each Shareholder and its representatives shall be permitted to inspect the books and records of the Company for any proper purpose and make copies thereof at any reasonable time during normal business hours, it being acknowledged that any information provided under this Section 9.2 shall be subject to the provisions of Section 13.4.

Section 9.3. Financial Reporting Obligations. The Shareholders shall cause the Company to deliver to each of the Shareholders (and shall allow the Company to hire adequate personnel for such tasks) (i) as soon as available, but in any event not later than 60 days after the end of each fiscal year of the Company, a copy of the consolidated balance sheet of the Company as at the end of such year and the related unaudited consolidated statements of net income and retained earnings and of cash flows of the Company for such year setting forth in each case in comparative form the figures for the previous year, (ii) as soon as available, but in any event not later than 90 days after the end of the fiscal year of the Company, its financial statements referred to in clause (i), reported on by independent certified public accountants of internationally recognized standing, (iii) as soon as available, but in any event not later than 30 days after the end of each of the first three quarterly periods of each fiscal year of the Company, the unaudited consolidated balance sheet of the Company as at the end of such quarter and the

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related unaudited consolidated statements of net income and retained earnings and of cash flows of the Company for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by the Chief Financial Officer or equivalent director or employee of the Company as being fairly stated in all material respects (subject to normal year-end audit adjustments) and (iv) as soon as available, but in any event not later than 30 days after the end of each month of each fiscal year of the Company, the unaudited consolidated balance sheet of the Company as at the end of such month and the related unaudited consolidated statements of net income and retained earnings and of cash flows of the Company for such month certified by the Chief Financial Officer or equivalent director or employee of the Company as being fairly stated in all material respects (subject to normal year-end audit adjustments). All such financial statements shall be prepared in reasonable detail and in accordance with Korean GAAP applied consistently throughout the periods reflected therein and with prior periods (except as any inconsistent application of Korean GAAP is approved by such accountants or officer, as the case may be, and disclosed therein). The Company shall also prepare such financial statements in accordance with U.S. GAAP and shall prepare all information required under this Section 9.3 in English if so requested by LCE. The Company’s independent certified public accountants shall be a Korean affiliate of PriceWaterhouseCoopers unless otherwise decided by the Board of Directors.

Section 9.4 Related Party Transactions. In the event the Company elects to enter into one or more business transactions with a third party in which Mediaplex or LCE has a direct or indirect ownership or beneficial interest greater than five percent (5%) (each a “Related Party”), all such transactions shall be conducted on an arm’s length basis, without consideration of the Related Party’s status or the beneficial interest of either Mediaplex or LCE, as the case may be. All contracts, agreements or other business arrangements between Mediaplex’s or LCE’s production or distribution Affiliates, on the one hand, and the Company, on the other hand, shall be on terms no less favorable to the Company than those offered to similarly situated non-related exhibition companies.

Section 9.5 Excess Cash Distributions. Notwithstanding anything to the contrary herein, if, at the end of each fiscal year, Excess Cash (as hereinafter defined) is positive, the Company shall distribute such Excess Cash to the Shareholders in proportion to their respective ownership interest in the Company no later than 60 days after completion and submission of the audited financial statements for the relevant fiscal year; provided, however, that the automatic distribution of Excess Cash provided for hereunder may be waived by the unanimous consent of the Shareholders. For purposes of this Agreement, “Excess Cash” means, for the applicable fiscal year, an amount equal to (i) the amount for such fiscal year of EBITDA minus (ii) the sum, without duplication, of the amounts for such period of (a) voluntary and scheduled repayments of debt actually made, (b) capital expenditures (net of any proceeds of any related financings with respect to such expenditures), (c) interest expenses to the extent paid in cash, (d) authorized investments and acquisitions to the extent made in cash (net of any proceeds of any related financings with respect to such authorized investments and acquisitions), (e) provisions for Taxes to the extent paid in cash with respect to such fiscal year, (f) any management fees or dividends paid in cash and (g) $3 million (the threshold level which must be achieved after deducting (a) through (f) before cash distributions are payable).

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Section 9.6 Sale of Shares by Means of Public Offering. At any time during the three year period commencing on the Closing Date of the Stock Purchase and Subscription Agreement, Mediaplex and LCE shall, at either party’s request, meet to explore in good faith the timeliness of a sale of the Company’s stock by means of a public offering taking into account, among other things, current market conditions, the needs of the Company, the needs of the Shareholders and the applicable competitive environment. In the event the Company has not completed a sale of the Company’s stock by means of public offering during such three-year period, a meeting shall be convened by the Representative Director no later than 60 days after the expiration of such period in order to establish a mutually acceptable deadline by which date the Company shall have conducted a sale of shares of the Company’s stock by means of a public offering.

ARTICLE X

CONDITIONS TO CLOSING

[Deleted in its entirety]

ARTICLE XI

INDEMNIFICATION

Section 11.1. Survival. The representations and warranties made in this Agreement shall survive the Closing and remain in full force and effect for a period of eighteen (18) months after the Closing Date.

Section 11.2. Losses. For purposes of this Agreement, the terms “Loss” or “Losses” shall mean each and all of the following items to the extent actually incurred: claims, losses, liabilities, damages, judgments, awards, costs and expenses (including, without limitation, reasonable fees and disbursements of counsel). Losses shall exclude all consequential damages.

Section 11.3. Indemnification by Mediaplex. (a) Mediaplex shall indemnify and hold harmless LCE, the Company and their respective Affiliates from and against any and all Losses based upon, arising out of, or resulting from, any of the following:

(i) any breach by Mediaplex of any of the representations or warranties made by Mediaplex in this Agreement; and

(ii) any failure by Mediaplex to perform any of its covenants or agreements contained in this Agreement.

(b) Notwithstanding anything to the contrary contained herein, Mediaplex

(i) shall not be obligated to pay any amount for indemnification under this Section 11.3 until the aggregate amount of indemnification required to be made under this Section 11.3 exceeds $50,000 (the “Basket Amount”), whereupon Mediaplex shall be obligated to pay all amounts for such indemnification in excess of the Basket Amount; and

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(ii) shall not be obligated to make any payments for indemnification under this Section 11.3 which exceed LCE’s total investment in the Company.

Section 11.4. Indemnification by LCE. (a) LCE shall indemnify and hold harmless Mediaplex, the Company and its Affiliates from and against any and all Losses based upon or resulting from any of the following:

(i) any breach by LCE of any of the representations or warranties made by LCE in this Agreement; or

(ii) any failure by LCE to perform any of its covenants or agreements contained in this Agreement.

(b) Notwithstanding anything to the contrary contained herein, LCE

(i) shall not be obligated to pay any amount for indemnification under this Section 11.4 until the aggregate amount of indemnification required to be made under this Section 11.4 exceeds the Basket Amount, whereupon LCE shall be obligated to pay all amounts for such indemnification in excess of the Basket Amount; and

(ii) shall not be obligated to make any payments for indemnification under this Section 11.4 which exceed Mediaplex’s total investment in the Company.

Section 11.5. Indemnification by the Company. (a) The Shareholders shall cause the Company to indemnify and hold harmless each Shareholder and each Director, each Affiliate of each Shareholder, each of the foregoing’s respective directors, officers, employees and agents and each of the heirs, executors, successors and assigns of any of the foregoing, from and against any and all Losses based upon or resulting from, (i) any Liability of the Company or (ii) any act or omission performed or omitted to be performed by such Person in its or his capacity as a Shareholder, Director or an Affiliate of a Shareholder or as a director, officer, employee, agent, successor or assign of such Shareholder, Director or Affiliate) except for acts or omissions constituting gross negligence, bad faith, fraud or willful misconduct, or breach of this Agreement, provided that no Person shall have any obligation or liability under this Section 11.5 with respect to any Losses for which such Person is indemnified or is entitled to indemnification pursuant to Section 11.3 or 11.4.

(b) Except as expressly provided in this Article XI, no Shareholder will have any obligation or Liability to any other Shareholder arising out of or relating to any Liability of the Company.

Section 11.6. Claims. (a) When a party seeking indemnification under Section 11.3,11.4 or 11.5(a) (the “Indemnified Party”) receives notice of any claims made by third parties (“Third Party Claims”) or has any other claim for indemnification other than a Third Party Claim, which is to be the basis for a claim for indemnification hereunder, the Indemnified Party shall give prompt written notice thereof to the other party or parties (the “Indemnifying Party”) reasonably indicating (to the extent known) the nature of such claims and the basis thereof; provided, however, that failure of the Indemnified Party to give the Indemnifying Party

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prompt notice as provided herein shall not relieve the Indemnifying Party of any of its obligations hereunder unless and only to the extent that the Indemnifying Party shall have been materially prejudiced thereby. The Indemnified Party shall have the right to either (i) assume the defense of any Third Party Claim or (ii) request that the Indemnifying Party assume the defense of such Third Party Claim. No compromise or settlement in respect of any Third Party Claims may be effected by the Indemnifying Party without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed). Regardless of whether the Indemnified Party assumes the defense of a Third Party Claim or requests the Indemnifying Party to assume such defense, the Indemnifying Party shall pay all costs and expenses thereof, including without limitation fees and expenses of legal counsel.

Section 11.7. Contribution.

Except as otherwise provided in Section 11.3 or 11.4, as the case may be, in the event that any Shareholder shall pay in good faith or become obligated to pay any proper obligation of the Company, such Shareholder shall be entitled to contribution from the other Shareholder(s) to the extent necessary so that, after giving effect to such contribution, each Shareholder shall bear no more than that part of such obligation which corresponds to its total share subscription capital contributions at the time of the occurrence, circumstances, events or conditions giving rise to such obligation.

ARTICLE XII

TERMINATION AND LIQUIDATION

Section 12.1. General.

This Agreement shall terminate thirty (30) days after issuance of a termination notice (hereinafter a “Termination Notice”) in accordance with Sections 12.2 and 12.3, provided that such Termination Notice has not been revoked by the Shareholder that issued it prior to the expiration of such thirty (30) day period. If the Termination Notice has not been revoked within such thirty (30) days, it shall become effective as of the expiration of such period. Issuance of a Termination Notice pursuant to Section 12.2 or 12.3 shall operate without prejudice to the issuing Shareholder’s rights with respect to a claim, if applicable for damages.

Section 12.2 Termination by LCE.

LCE shall be entitled to terminate this Agreement pursuant to Section 12.1 by issuing a Termination Notice to Mediaplex following the occurrence of any of the following events:

(i) the breach by Mediaplex of any term of this Agreement if not cured by Mediaplex within sixty (60) days after receipt by Mediaplex of written notice of such breach from LCE, which notice shall set forth in reasonable details the facts forming the basis of the breach; or

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(ii) any Governmental Entity issues a notice terminating or ordering the liquidation of the Company; or

(iii) Mediaplex or its assets become the subject of bankruptcy, insolvency, receivership, liquidation or similar proceedings with respect to the rights of creditors, which proceedings are not dismissed or otherwise terminated within sixty (60) days after their commencement.

Section 12.3. Termination by Mediaplex.

Mediaplex shall be entitled to terminate this Agreement pursuant to Section 12.1 by issuing a Termination Notice to LCE following the occurrence of any of the following events:

(i) the breach by LCE of any term of this Agreement if not cured by LCE within sixty (60) days after receipt by LCE of written notice of such breach from Mediaplex, which notice shall set forth in reasonable details the facts forming the basis of the breach; or

(ii) any Governmental Entity issues a notice terminating or ordering the liquidation of the Company; or

(iii) LCE or its assets become the subject of bankruptcy, insolvency, receivership, liquidation or similar proceedings with respect to the rights of creditors, which proceedings are not dismissed or otherwise terminated within sixty (60) days after their commencement.

Section 12.4. Termination by Mutual Agreement.

This Agreement may also be terminated by the unanimous agreement of the Shareholders.

Section 12.5. Remedies upon Termination.

Upon termination of this Agreement pursuant to this Article XII, the Company shall be liquidated. The Board of Directors shall appoint a liquidation commission (hereinafter the “Liquidation Commission”) and shall determine their powers, remuneration and procedures of liquidation. The Liquidation Commission shall consist of three (3) members, one to be appointed by Mediaplex, one to be appointed by LCE and one to act as an umpire. If the Board of Directors fails to appoint the two Shareholder representatives to the Liquidation Commission or the umpire within thirty (30) days after the delivery of a Termination Notice, then the Shareholder representatives to the Liquidation Commission and/or the umpire shall be appointed by the Chairman of the Singapore Arbitration Centre (hereinafter “SIAC”) at the request of either Shareholder. The two Shareholder representatives to the Liquidation Commission and the

17

umpire shall act jointly but not separately. In the event the Board of Directors is unable to approve the proposals of the Liquidation Commission concerning liquidation, then the decision of the umpire shall be binding upon the Liquidation Commission, the Shareholders, the Board of Directors and the Company.

The proceeds of the liquidation after satisfaction of the debts of the Company (including, but not limited to, debts owed to the Shareholders) and any expenses, including remuneration of the members of the Liquidation Commission and the umpire, shall be distributed between the Shareholders in proportion to the amount of capital contributions actually contributed to the Company and shall be allocated first to the refund to the Shareholders of the value of their capital contributions. After liquidation, the Liquidation Commission shall prepare and submit to the Board of Directors a report detailing the liquidation of the Company for approval. After approval, the Board of Directors shall submit such report to the appropriate Governmental Entities and shall ensure that the liquidation of the Company is registered.

ARTICLE XIII

GENERAL

Section 13.1. Arbitration. In the event a dispute occurs with respect to any matter in connection with this Agreement, Mediaplex and LCE will promptly attempt to settle such dispute through consultation and negotiation in good faith and in a spirit of mutual cooperation. If agreement is reached concerning the resolution of such dispute, then such agreement shall be final, conclusive and binding on Mediaplex and LCE. If, on or before the twentieth day after written notice of such dispute is given by one party to the other, such dispute has not been resolved by the agreement of Mediaplex and LCE, the dispute shall be resolved by submission of such dispute for settlement to SIAC in accordance with UNCITRAL Arbitration Rules as in force and effect on the date of this Agreement. The language of the arbitration proceedings shall be English. There shall be three (3) arbitrators, one of whom shall be appointed by LCE, one of whom shall be appointed by Mediaplex and one of whom shall be appointed by the Chairman of SIAC and who shall serve as chairman of the panel. The arbitrators shall be instructed to apply the laws of the Republic of Korea. The arbitrator’s decision and award with respect to the dispute referred to shall be final and binding on Mediaplex and LCE and may be entered in any court with jurisdiction. The cost of the arbitration proceeding and any proceeding in court to confirm or to vacate any arbitration award, as applicable (including, without limitation, attorneys’ fees and costs), shall be borne by the unsuccessful party to the dispute and shall be awarded as part of the arbitrator’s award; provided, however, that (i) each of LCE and Mediaplex shall bear its own attorneys’ fees and costs in connection with the arbitration proceedings and (ii) if the arbitrator does not find one of LCE or Mediaplex to be unsuccessful then the cost of the arbitral proceedings shall be paid equally by LCE and Mediaplex.

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Section 13.2. Notices. Any notice required to be given hereunder shall be sufficient if in writing, and (i) sent by facsimile transmission or by courier service (with proof of service) for international delivery or (ii) hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid) for domestic delivery, addressed as follows:

If to the Company:

Megabox Cineplex, Inc.

7F, Cinehouse B/D

91-6 Nonhyun-dong

Kangnam-ku

Seoul, Republic of Korea

Attention: Representative Director

Facsimilie: 82 2 3218 5600

With copies to:

Woo Taek Kim

Mediaplex, Inc.

7F, Cinehouse B/D

91-6 Nonhyun-dong

Kangnam-ku

Seoul, Republic of Korea

Facsimile: 82 2 3218 5600

And

Kim & Chang

Seyang Building

223 Naeja-dong

Seoul, 110-720, Republic of Korea

Attention: Dong Shik Choi

Facsimile: 82 2 737 9091

If to Mediaplex:

Mediaplex, Inc.

7F, Cinehouse B/D

91-6 Nonhyun-dong

Kangnam-ku

Seoul, Republic of Korea

Attention: Woo Taek Kim

If to LCE or LCI:

Loews Cineplex Entertainment

Corporation

711 Fifth Avenue,

New York, N.Y. 10022

Attention: John C. McBride, Jr.

General Counsel

Facsimile: 212 833 8379

With copies to:

John J. Walker

Senior Vice President and Chief

Financial Officer

Loews Cineplex Entertainment

Corporation

711 Fifth Avenue

New York, New York 10022

Facsimile: 212 833 6270

Travis Reid

President and CEO

Loews Cineplex Entertainment

Corporation

711 Fifth Avenue

New York, New York 10022

Facsimile: 212 833 6375

And

DW Partners

KMD Bldg. 7^th Floor

652-16, Shinsa-dong, Kangnam-ku

Seoul, 135-897, Republic of Korea

Attention: Chunghwan Choi

Facsimile: 82 2 512 6060

Facsimilie: 82 2 3218 5600

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With a copy to:

Kim & Chang

Seyang Building

223 Naeja-dong

Seoul, 110-720, Republic of Korea

Attention: Dong Shik Choi

Facsimile: 82 2 737 9091

or to such other address as any party or other addressee shall specify by written notice so given, and such notice shall be deemed to have been delivered as of the date so telecommunicated, personally delivered or received if by courier.

Section 13.3. Assignment; Binding Effect; Benefit. Except as expressly contemplated herein, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, except any rights, interests or obligations relating to Shares transferred to a Permitted Transferee, provided that no such assignment will relieve the assigning party of any of its obligations hereunder, and provided further that the foregoing restriction shall not apply to any assignment to any successor Person in connection with any merger or consolidation or sale of all or substantially all of a party’s assets. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 13.4. Confidentiality. Each Shareholder agrees that it shall keep all information regarding the business, affairs and plans of the Company strictly confidential and shall maintain and protect all information regarding the business, affairs and plans of the Company in no less careful a manner than it maintains and protects its own confidential business information; provided, however, that such information may be disclosed by a Shareholder if, in the reasonable opinion of counsel to such Shareholder, and after prior consultation with the other Shareholders and their counsel (but not their consent), such disclosure is required by law or applicable rules of any securities exchange; provided further, that the provisions of this Section 13.4 shall not apply to information which (i) becomes generally available to the public other than as a result of a disclosure by such Shareholder or holder or its representatives, (ii) was available to such Shareholder on a non-confidential basis prior to its disclosure to such Shareholder by any other Shareholder or its representatives, or (iii) becomes available to such Shareholder on a non-confidential basis from a source other than any other Shareholder or its representatives.

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Section 13.5. Entire Agreement. This Agreement has been prepared and executed in the English language, shall be binding on the parties hereto and shall prevail over any translations thereof. Except as otherwise provided herein, this Agreement, the exhibits, appendices and schedules hereto and any certificate delivered by the parties in connection herewith shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all prior agreements and understandings (oral and written) among the parties with respect thereto.

Section 13.6. Amendment. This Agreement may not be amended or modified except by an instrument in writing signed by or on behalf of each of the parties hereto.

Section 13.7. Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies of this Agreement, each of which may be signed by less than all of the parties hereto, but together all such copies are signed by all of the parties hereto.

Section 13.8. Headings. Headings of the Articles and Sections of this Agreement are for the convenience of the parties only, and shall be given no substantive or interpretive effect whatsoever.

Section 13.9. Interpretation. In this Agreement, unless the context otherwise requires, words describing the singular number shall include the plural, and vice versa, “including” shall mean “including, without limitation,” words denoting any gender shall include all genders, and references to a Person shall include such Person’s successors and permitted assigns. In this Agreement, unless defined herein, all accounting terms shall have the meaning given to them under Korean GAAP.

Section 13.10. Incorporation of Exhibits and Schedules. All exhibits, appendices and schedules hereto are hereby incorporated herein and made a part hereof for all purposes as if fully set forth herein.

Section 13.11. Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or otherwise affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

21

Section 13.12. Enforcement of Agreement. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of Article VI, Article VII or Section 9.1 of this Agreement was not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of Article VI, Article VII or Section 9.1 of this Agreement and to enforce specifically the terms and provisions of Articles VI, Article VII or Section 9.1 of this Agreement in any court of competent jurisdiction, this being in addition to any other remedy to which they may be entitled at law or in equity.

22

IN WITNESS WHEREOF, the parties have executed this Agreement and caused the same to be duly delivered on their behalf as of the day and year first written above.

LOEWS CINEPLEX INTERNATIONAL HOLDINGS, INC.
By:		/s/    JOHN C. MCBRIDE, JR.
	Name:	John C. McBride, Jr.
	Title:	Senior Vice President & General Counsel
LOEWS CINEPLEX ENTERTAINMENT CORPORATION
By:		/s/    Illegible
	Name:
	Title:
MEDIAPLEX, INC.
By:		/s/    TAM, CHUL KON
	Name:	Tam, Chul Kon
	Title:	President
MEGABOX CINEPLEX, INC.
By:		/s/    TAM, CHUL KON
	Name:	Tam, Chul Kon
	Title:	Representative Director

23

Appendix A

Definitions

“$”: means United States dollar, the lawful currency of the United States of America.

“Affiliate”: means with respect to a specified Person, any Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the specified Person. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, as trustee or executor, by contract or otherwise. If a Person is a natural person, the term Affiliate also includes the wife, parents, children, siblings, nieces, nephews and grandchildren of such natural person, any trusts established for their benefit and any legal entities in which they are partners or of which they own (legally or beneficially), directly or indirectly, more than 50% of such entity’s voting securities.

“Agreement”: as defined in the preamble to this Agreement.

“Approved Budget”: for any fiscal year means the annual budget of the Company for such fiscal year as approved by the Shareholders pursuant to this Agreement.

“Articles of Incorporation”: as defined in Section 2.1.

“Basket Amount”: as defined in Section 11.3(b)(i).

“Board of Directors”: means the board of directors of the Company duly elected in accordance with the Company’s Articles of Incorporation.

“Business Day”: means a day on which banks are open for business in Korea.

“Business Plan”: means the business plan of the Company as approved and adopted by the Board of Directors from time to time.

“Cinehouse Theatre”: means the four-screen multiplex Cinehouse Theatre located at Cinehouse B/D, 91-6 Nonhyun-dong, Kangnam-ku, Seoul, Republic of Korea, and currently owned and operated by Mediaplex.

“Closing”: as defined in the Stock Purchase and Subscription Agreement.

“Closing Date”: as defined in the Stock Purchase and Subscription Agreement

“Company”: as defined in the preamble to this Agreement.

“Competitor”: means any person which engages in the business of distributing or exhibiting motion pictures in the Republic of Korea or the United States of America.

“Daewoo”: as defined in the preamble to this Agreement.

A-1

“Debt”: means indebtedness for borrowed money (including pursuant to capital leases) of the Company outstanding as of the time of measurement.

“Director”: means a member of the Board of Directors.

“Excess Cash”: as defined in Section 9.5.

“First Amendment”: as defined in the preamble to this Agreement.

“First Refusal Notice”: as defined in Section 7.3(a).

“Funding Notice”: as defined in Section 4.2(b).

“GAAP”: means generally accepted accounting principles.

“Governmental Entity”: means any central, provincial, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign.

“Heads of Agreement”: as defined in the preamble to this Agreement.

“Indemnified Party”: as defined in Section 11.6.

“Indemnifying Party”: as defined in Section 11.6.

“JVA”: as defined in the preamble to this Agreement.

“Joint Venture Agreement”: as defined in the preamble to this Agreement.

“KITA”: as defined in the preamble to this Agreement.

“Korean GAAP”: means generally accepted accounting principles of the Republic of Korea.

“Laws”: means applicable laws (including statutes and judicial and administrative decisions, orders and decrees), rules and regulations.

“LCE”: as defined in the preamble to this Agreement.

“LCI”: as defined in the preamble to this Agreement.

“Liabilities”: means, as to any Person, all debts, liabilities and obligations, direct, indirect, absolute or contingent of such Person, whether accrued, vested or otherwise, whether known or unknown and whether or not actually reflected, or required by Korean GAAP to be reflected, in such Person’s balance sheets or other books and records, including, for the avoidance of doubt, accrued interest.

“Liquidation Commission”: as defined in Section 12.5.

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“Losses”: as defined, in Section 11.2.

“Mediaplex”: as defined in the preamble to this Agreement.

“New Venture”: as defined in Section 9.1(d).

“Non-Transferring Shareholder”: as defined in Section 7.3(a).

“Notice of New Venture”: as defined in Section 9.1(d).

“Offering Price”: as defined in Section 7.3(a).

“Permitted Transferee”: means, with respect to a Shareholder, any direct or indirect Subsidiary of such Shareholder, provided that such transferee (i) must continue to be a Subsidiary of LCE or Mediaplex, as the case may be, as long as such transferee holds any Shares, and if at any time after such Transfer the transferee ceases to be a Subsidiary of LCE or Mediaplex, as the case may be, the transferee must immediately Transfer any Shares it holds back to the transferring Shareholder from whom it received its Shares and (ii) has agreed in writing to be bound by the terms of this Agreement. For the avoidance of any doubt, any direct or indirect Subsidiary of the third party pledgee referred to in Article 7.1 hereof shall not be interpreted as a Permitted Transferee.

“Person”: means any natural person, corporation, company, partnership, firm, association, trust, government, governmental agency or other entity, whether acting in an individual, fiduciary or other capacity.

“Proposing Party”: as defined in Section 9.1(c).

“Related Party”: as defined in Section 9.4.

“Second Amendment”: as defined in the preamble to this Agreement.

“Share” or “Shares”: means the shares of the Company’s common stock.

“Shareholder”: means either Mediaplex or LCE.

“SIAC”: as defined in Section 12.5.

“Subsidiary”: of any Person shall mean any corporation or other legal entity of which such Person (either alone or through or together with its Subsidiaries) owns, directly or indirectly, 50% or more of the stock or other equity interests, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

“Stock Purchase and Subscription Agreement”: as defined in the preamble to this Agreement.

“Tag Along Notice”: As defined in Section 7.4.

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“Tax” or “Taxes”: means taxes of any kind, levies or other like assessments, duties, imposts, charges or fees, including any interest, penalties or additions to tax attributable to any such Tax or requirement to report information with respect thereto, and any damages, costs, fees or other liability arising from such Tax or reporting requirement.

“Termination Notice”: as defined in Section 12.1.

“Third Party Claims”: as defined in Section 11.6.

“Transfer”: as defined in Section 7.1.

“Transfer Waiver Date”: as defined in Section 7.2.

“Transferring Shareholder”: as defined in Section 7.3(a).

“UEC Multiplex”: as defined in the preamble to this Agreement.

“US GAAP”: means generally accepted accounting principles of the United States of America.

“Won”: means the lawful currency of the Republic of Korea.

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Appendix B

Representations and Warranties

A. Mediaplex hereby represents and warrants to LCE as follows:

1. Organization. Mediaplex is a corporation duly organized and validly existing under the laws of its jurisdiction of incorporation and has all requisite power and authority to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as it is now being conducted.

2. Authority. Mediaplex has full corporate power and authority to execute and deliver this Agreement and any ancillary agreement to which it is a party, and to perform its obligations hereunder and thereunder. The execution and delivery by Mediaplex of this Agreement and any ancillary agreements to which it is party have been duly authorized by all necessary action (corporate or otherwise) of Mediaplex. This Agreement and any ancillary agreements have been duly and validly executed and delivered by Mediaplex and constitute the valid and binding obligations of Mediaplex, enforceable against it in accordance with its terms.

3. No Conflicts. The execution and delivery by Mediaplex of this Agreement and any ancillary agreements to which it is party will not (i) violate, conflict with, result in a breach of, or default under, or permit the termination of, or require consent under any agreement, obligation or commitment to which Mediaplex is bound, or to which any of its properties or assets is subject, (ii) violate any provision of any Laws to which Mediaplex is subject, (iii) violate any order, judgment or decree applicable to Mediaplex, or (iv) conflict with, or result in a breach of or default under, any term or condition of the governing documents of Mediaplex

4. Consents. No consent, license, approval, waiver, expiration of waiting period or authorization of, or registration or declaration with, any Governmental Entity is required to be obtained or made by Mediaplex (in connection with the execution, delivery and performance of this Agreement and any ancillary agreements to which it is party.

5. Broker’s and Finder’s Fee. Mediaplex has not employed any broker, finder, or financial intermediary in connection with the transactions contemplated by this Agreement and any ancillary agreements to which it is party that would be entitled to a broker’s, finder’s or similar fee or commission in connection therewith.

B. LCE hereby represents and warrants to Mediaplex as follows:

1. Organization. LCE is a corporation duly organized and validly existing under the laws of its jurisdiction of incorporation and has all requisite power and authority to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as it is now being conducted.

2. Authority. LCE has full corporate power and authority to execute and deliver this Agreement and any ancillary agreement to which it is a party, to perform its

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obligations hereunder and thereunder. The execution and delivery by LCE of this Agreement and any ancillary agreements to which it is party have been duly authorized by all necessary action (corporate or otherwise) of LCE. This Agreement and any ancillary agreements have been duly and validly executed and delivered by LCE and constitute the valid and binding obligations of LCE, enforceable against it in accordance with its terms.

3. No Conflicts. The execution and delivery by LCE of this Agreement and any ancillary agreements to which it is party will not (i) violate, conflict with, result in a breach of, or default under, or permit the termination of, or require consent under any agreement, obligation or commitment to which LCE is bound, or to which any of its properties or assets is subject, (ii) violate any provision of any Laws to which LCE is subject, (iii) violate any order, judgment or decree applicable to LCE, or (iv) conflict with, or result in a breach of or default under, any term or condition of the governing documents of LCE

4. Consents. No consent, license, approval, waiver, expiration of waiting period or authorization of, or registration or declaration with, any Governmental Entity is required to be obtained or made by LCE (other than registration with the U. S. Securities and Exchange Commission) in connection with the execution, delivery and performance of this Agreement and any ancillary agreements to which it is party.

5. Broker’s and Finder’s Fee. LCE has not employed any broker, finder, or financial intermediary in connection with the transactions contemplated by this Agreement and any ancillary agreements to which it is party that would be entitled to a broker’s, finder’s or similar fee or commission in connection therewith.

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EX-10.12

Exhibit 10.12

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

among

LCE Holdings, Inc.

LCE Intermediate Holdings, Inc.

LCE Holdco LLC

Loews Cineplex Entertainment Corporation

and

Certain Stockholders of LCE Holdings, Inc. and LCE Intermediate Holdings, Inc.

Dated as of January 12, 2005

TABLE OF CONTENTS

1.	EFFECTIVENESS; DEFINITIONS			2
	1.1.	Effectiveness		2
	1.2.	Definitions		2
2.	REGISTRATION RIGHTS			2
	2.1.	Demand Registration Rights for Investor Registrable Securities		2
		2.1.1.	General	2
		2.1.2.	Form	3
		2.1.3.	Payment of Expenses	3
		2.1.4.	Additional Procedures	4
		2.1.5.	Suspension of Registration	4
	2.2.	Piggyback Registration Rights		5
		2.2.1.	Piggyback Registration	5
		2.2.2.	Payment of Expenses	6
		2.2.3.	Additional Procedures	6
		2.2.4.	Registration Statement Form	6
	2.3.	Certain Other Provisions		6
		2.3.1.	Underwriter’s Cutback	6
		2.3.2.	Registration Procedures	8
		2.3.3.	Selection of Underwriters and Counsel	11
		2.3.4.	Company Lock-Up	12
		2.3.5.	Holders Lock-Up	12
		2.3.6.	Other Agreements	12
		2.3.7.	Initial Public Offering and Subsequent Public Offering	13
	2.4.	Indemnification and Contribution		13
		2.4.1.	Indemnities of the Company	13
		2.4.2.	Indemnities to the Company	14
		2.4.3.	Contribution	14
		2.4.4.	Limitation on Liability of Holders of Registrable Securities	15
		2.4.5.	Indemnification Procedures	15
3.	REMEDIES			16
	3.1.	Generally		16
4.	PERMITTED TRANSFERS			16
	4.1.	Transfers by Investors		16
	4.2.	Transfers by Managers		16
	4.3.	Permitted Registration Rights Assignees		17
5.	AMENDMENT, TERMINATION, ETC.			17
	5.1.	Oral Modifications		17
	5.2.	Written Modifications		17
	5.3.	Withdrawal from Agreement		18
	5.4.	Effect of Termination		18
6.	DEFINITIONS			18
	6.1.	Certain Matters of Construction		18
	6.2.	Definitions		18

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7.	MISCELLANEOUS		24
	7.1.	Authority: Effect	24
	7.2.	Notices	25
	7.3.	Binding Effect, Etc.	26
	7.4.	Descriptive Heading	27
	7.5.	Counterparts	27
	7.6.	Severability	27
	7.7.	No Recourse	27
	7.8.	Aggregation of Shares	27
	7.9.	Obligations of Company, Midco, Holdco and AcquisitionCo.	28
8.	GOVERNING LAW		28
	8.1.	Governing Law	28
	8.2.	Consent to Jurisdiction	28
	8.3.	WAIVER OF JURY TRIAL	28
	8.4.	Exercise of Rights and Remedies	29

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REGISTRATION RIGHTS AGREEMENT

This Amended and Restated Registration Rights Agreement (the “Agreement”) is made as of January     , 2005 by and among:

(i) LCE Holdings, Inc., a Delaware corporation (together with its successors and permitted assigns, the “Company”);

(ii) LCE Intermediate Holdings, Inc., a Delaware corporation (together with its successors and permitted assigns, “Midco”);

(iii) LCE Holdco LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Holdco”);

(iv) Loews Cineplex Entertainment Corporation, a Delaware corporation (together with its successors and permitted assigns, “Loews”);

(v) each Person executing this Agreement and listed as an Investor on the signature pages hereto (collectively with their Permitted Transferees, the “Investors”);

(vi) each Person executing this Agreement and listed as a Manager on the signature pages hereto and such other persons, if any, that from time to time become party hereto as managers (collectively, with their Permitted Transferees, the “Managers” and, together with the Investors, the “Stockholders”); and

(vii) such other Persons, if any, that from time to time become party hereto as holders of Other Holder Shares (as defined below) pursuant to Section 4.3 solely in the capacity of permitted assignees with respect to certain registration rights hereunder (collectively, the “Other Holders”).

RECITALS

1. The Company has been formed for the purpose of acquiring (the “Acquisition”), indirectly through one or more subsidiaries, pursuant to a Stock Purchase Agreement, dated as of June 18, 2004 (the “Acquisition Agreement”), among the Company, Loews and the other persons identified therein, all outstanding shares of Loews. Immediately after the Closing (as defined below), LCE Acquisition Corporation, a Delaware corporation (“AcquisitionCo”), merged with and into Loews.

2. As of the date hereof, the Common Stock (as defined below) of the Company and the common stock and the Preferred Stock (as defined below) of Midco will be held as set forth on Schedule I hereto.

3. In connection with the purchase of such securities, the Company, Midco, Holdco, AcquisitionCo and the Investors have entered into a stockholders agreement dated July 30, 2004 (the “Stockholders Agreement”). In connection with the issuance and sale of shares of Common Stock and Preferred Stock to the Managers, the Company, Midco, Holdco, AcquisitionCo and

the Stockholders entered into a management stockholders agreement, dated as of the date hereof (the “Management Stockholders Agreement”).

4. In connection with the purchase of such securities by the Investors, the Company, Midco, Holdco, AcquisitionCo and the Investors have entered into a registration rights agreement (the “Original Registration Rights Agreement”), dated as of July 30, 2004.

5. The Company, Midco, Holdco, AcquisitionCo and the Stockholders desire to amend and restate the Original Registration Rights Agreement in its entirety.

AGREEMENT

Therefore, the parties hereto hereby agree to amend and restate the Original Registration Rights Agreement in its entirety and agree as follows:

1. EFFECTIVENESS; DEFINITIONS.

1.1. Effectiveness. This Agreement shall be effective as of the date hereof.

1.2. Definitions. Certain terms are used in this Agreement as specifically defined herein. These definitions are set forth or referred to in Section 6 hereof.

2. REGISTRATION RIGHTS. The Company will perform and comply, and cause each of its subsidiaries to perform and comply, with such of the following provisions as are applicable to it. Each Holder will perform and comply with such of the following provisions as are applicable to such Holder.

2.1. Demand Registration Rights for Investor Registrable Securities.

2.1.1. General. Subject to Section 2.3.7, one or more members of an Investor Group or direct or indirect Permitted Registration Rights Assignees of Investors (the “Initiating Investors”), by notice to the Company specifying the intended method or methods of disposition, may request that the Company effect the registration under the Securities Act for a Public Offering of all or a specified part of the Registrable Securities held by such Initiating Investors; provided, however, that the value of Registrable Securities that the Initiating Investors propose to sell in such Public Offering is at least fifty million dollars ($50,000,000) or such lower amount as agreed by a majority of Investor Groups. The Company will then use its best efforts to (i) effect the registration under the Securities Act (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested by a majority of the Investor Groups and if the Company is then eligible to use such registration) of the Registrable Securities which the Company has been requested to register by such Initiating Investors together with all other Registrable Securities which the Company has been requested to register pursuant to Section 2.2 by other Holders, all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid and as otherwise specified by the Principal Participating Holders) of the Registrable Securities which the Company has been so requested to register, and (ii) if

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requested by the Principal Participating Holders, obtain acceleration of the effective date of the registration statement relating to such registration; provided, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 2.1.1:

(a) during the effectiveness of any Principal Lock-Up Agreement entered into in connection with any registration statement pertaining to an underwritten public offering of securities of the Company for its own account (other than a Rule 145 Transaction, or a registration relating solely to employee benefit plans);

(b) upon the request of Initiating Investors that are or were members of an Investor Group on any form other than Form S-3 (or any successor form) if the Company has previously effected a number of registrations of Registrable Securities under this Section 2.1.1 upon the request of Initiating Investors that are or were members of such Investor Group on any form other than Form S-3 (or any successor form) equaling or exceeding three (3) with respect to such Investor Group; provided, however, that any registration of Registrable Securities (i) which does not become and remain effective for at least 270 days in accordance with the provisions of this Section 2 or (ii) pursuant to which the Initiating Investors and all other holders of Registrable Securities joining therein are not able to include at least 90% of the Registrable Securities which they desired to include shall not be included in the calculation of the numbers of registrations contemplated by this clause (b); or

(c) if a registration statement requested under this Section 2.1.1 became effective within the preceding 90 days.

2.1.2. Form. Except as otherwise provided above or required by law, each registration requested pursuant to Section 2.1.1 shall be effected by the filing of a registration statement on Form S-3 (or any other form which includes substantially the same information as would be required to be included in a registration statement on such form as currently constituted); provided that if any registration requested pursuant to this Section 2.1 is proposed to be effected on Form S-3 (or any successor or similar short form registration statement) and is in connection with an underwritten offering, and if the managing underwriter shall advise the Company in writing that, in its opinion, it is of material importance to the success of such proposed offering to file a registration statement on Form S-1 (or any successor or similar registration statement) or to include in such registration statement information not required to be included pursuant to Form S-3 (or any successor or similar short form registration statement), then the Company will file a registration statement on Form S-1 or supplement Form S-3 (or any successor or similar short form registration statement) as reasonably requested by such managing underwriter.

2.1.3. Payment of Expenses. The Company shall pay all Registration Expenses in connection with registrations of Registrable Securities pursuant to this Section 2.1, including all reasonable expenses (other than fees and disbursements of counsel that do

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not constitute Registration Expenses) that any Holder incurs in connection with each registration of Registrable Securities requested pursuant to this Section 2.1.

2.1.4. Additional Procedures. In the case of a registration pursuant to Section 2.1 hereof, whenever the Principal Participating Holders shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders referred to in Section 2.2. In such event, the right of any Holder to have securities owned by such Holder included in such registration pursuant to Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Principal Participating Holders and such Holder). If requested by the Principal Participating Holders, the Company together with the Holders proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

2.1.5. Suspension of Registration. If the filing, initial effectiveness or continued use of a registration statement, including a shelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 2.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (including the consent of the directors elected by a majority of the Principal Investor Classes, if any) (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the Holders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such registration statement; provided, that the Company shall not be permitted to do so (i) more than two times during any 12 month period, (ii) for a period exceeding 30 days on any one occasion or (iii) for a period exceeding 60 days in any 12 month period. In the event the Company exercises its rights under the preceding sentence, such Holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company shall promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 2.1.5. The Company agrees that, in the event it exercises its rights under this Section 2.1.5, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders to resume use thereof

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in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

2.2. Piggyback Registration Rights.

2.2.1. Piggyback Registration.

(a) General. Each time the Company proposes to register any shares of Common Stock under the Securities Act on a form which would permit registration of Registrable Securities for sale to the public, for its own account and/or for the account of any other Person (pursuant to Section 2.1 or otherwise) for sale in a Public Offering, the Company will give notice to all Holders of its intention to do so. Any Holder may, by written response delivered to the Company within 20 days after the date of delivery of such notice, request that all or a specified part of such Holder’s Registrable Securities be included in such registration. The Company thereupon will use its best efforts to cause to be included in such registration under the Securities Act all Registrable Securities which the Company has been so requested to register by such Holders, to the extent required to permit the disposition (in accordance with the methods to be used by the Company or, pursuant to Section 2.1, other Holders in such Public Offering) of the Registrable Securities to be so registered; provided that (i) if, at any time after giving written notice of its intention to register any securities, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (with such differences as may be customary or appropriate in combined primary and secondary offerings) or, in the case of a registration initiated pursuant to Section 2.1.1, the Principal Participating Holders. No registration of Registrable Securities effected under this Section 2.2 shall relieve the Company of any of its obligations to effect registrations of Registrable Securities pursuant to Section 2.1 hereof.

(b) Excluded Transactions. The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.2 incidental to the registration of any of its securities in connection with:

(i) Any Public Offering relating to employee benefit plans or dividend reinvestment plans;

(ii) Any Public Offering relating to the acquisition or merger after the date hereof by the Company or any of its subsidiaries of or with

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any other businesses except to the extent such Public Offering is for the sale of securities for cash; or

(iii) The Initial Public Offering if all Registrable Securities included in such Initial Public Offering are securities of the Company for its own account.

2.2.2. Payment of Expenses. The Company will pay all Registration Expenses in connection with registrations of Registrable Securities pursuant to this Section 2.2.

2.2.3. Additional Procedures. Holders participating in any Public Offering pursuant to this Section 2.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities in such Public Offering, including being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties and the other agreements (including customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained therein; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s net proceeds from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities included in the offering, and (ii) such holder’s net proceeds from such offering.

2.2.4. Registration Statement Form. The Company shall select the registration statement form for any registration pursuant to this Section 2.2 (other than a registration that is also pursuant to Section 2.1); provided that if any registration requested pursuant to this Section 2.2 is proposed to be effected on Form S-3 (or any successor form) and is in connection with an underwritten offering, and if the managing underwriter shall advise the Company in writing that, in its opinion, it is of material importance to the success of such proposed offering to include in such registration statement information not required to be included pursuant to such form, then the Company will supplement such registration statement as reasonably requested by such managing underwriter.

2.3. Certain Other Provisions.

2.3.1. Underwriter’s Cutback. In connection with any registration of shares, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 2 and subject to the terms of this Section 2.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from

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such registration, it being understood that, if the registration in question involves a registration for sale of securities for the Company’s own account, then the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 2.3.1. Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall advise all holders of the Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter shall determine that marketing factors require a different allocation: shares, other than Registrable Securities, requested to be included in such registration by other shareholders shall be excluded unless the Company, with the consent of the parties required to approve any amendment or waiver of this Agreement pursuant to Section 5.2, has granted registration rights which are to be treated on an equal basis with Registrable Securities for the purpose of the exercise of the underwriter cutback (such shares afforded such equal treatment being “Parity Shares”); and, if a limitation on the number of shares is still required, the number of Registrable Securities, Parity Shares and other shares of Common Stock that may be included in such registration shall be allocated among the holders thereof in proportion, as nearly as practicable, as follows (determined in accordance with Section 7.8):

(a) there shall be first allocated to each such holder requesting that its Registrable Securities or Parity Shares be registered in such registration a number of such shares to be included in such registration equal to the lesser of (i) the number of such shares requested to be registered by such holder, and (ii) a number of such shares equal to such holder’s Pro Rata Portion;

(b) the balance, if any, not allocated pursuant to clause (a) above shall be allocated to those holders requesting that their Registrable Securities or Parity Shares be registered in such registration which requested to register a number of such shares in excess of such holder’s Pro Rata Portion pro rata to each such holder based upon the number of Registrable Securities and Parity Shares held by such holder, or in such other manner as the holders requesting that their Registrable Securities or Parity Shares be registered in such registration may otherwise agree; and

(c) the balance, if any, not allocated pursuant to clause (b) above shall be allocated to shares, other than Registrable Securities and Parity Shares, requested to be included in such registration by other stockholders.

For purposes of any underwriter cutback, all Registrable Securities held by any Holder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such Holder, or the estates and family members of any such Holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such Holder or such partners, retired partners, trusts or Affiliates, any Charitable Organization to which any of the foregoing shall have contributed Common Stock prior to the execution of the underwriting agreement in connection with such underwritten offering, and such Holder and

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other Persons shall be deemed to be a single selling Holder, and any pro rata reduction with respect to such selling Holder shall be based upon the aggregate amount of Common Stock owned by all entities and individuals included in such selling Holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. Upon delivery of a written request that Registrable Securities be included in the underwriting pursuant to Section 2.1.1 or 2.2.1(a), the Holder thereof may not thereafter elect to withdraw therefrom without the written consent of the Principal Participating Holders; provided that, if the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to Section 2.1 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Principal Participating Investors, then the Principal Participating Investors shall have the right to notify the Company that they have determined that the registration statement be abandoned or withdrawn, in which event the Company shall abandon or withdraw such registration statement; provided, further, that if the price to the public at which the Registrable Securities are proposed to be sold will be less than 90% of the average closing price of the Class A-4 Common Stock during the 10 trading days preceding the date on which notice of such offering was given pursuant to Section 2.2.1(a), then the Stockholders participating in such registration pursuant to Section 2.1 or 2.2 may elect to withdraw from such registration by written notice to the Company. The Company may, but shall not be required to, extend a similar withdrawal right to other Holders of Registrable Securities or Parity Shares.

2.3.2. Registration Procedures. If and in each case when the Company is required to effect a registration of any Registrable Securities as provided in this Section 2, the Company shall promptly:

(a) prepare and, in any event within forty-five days (thirty days in the case of a Form S-3 registration) after the end of the period under Section 2.2.1(a) within which a piggyback request for registration may be given to the Company, file with the Commission a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective within ninety days of the initial filing;

(b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period not in excess of 270 days (or such shorter period which will terminate when all Registrable Securities covered by such registration statement have been sold) and to comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; provided that before filing a registration statement or prospectus, or any amendments or supplements thereto in accordance with Sections 2.1 or 2.2, the Company will furnish to each counsel selected pursuant to Section 2.3.3 hereof copies of all documents proposed to be filed, which documents will be subject to the review of such counsel;

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(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits filed therewith), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and summary prospectus), in conformity with the requirements of the Securities Act, and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities by such seller;

(d) use its best efforts to register or qualify such Registrable Securities covered by such registration in such jurisdictions as each seller shall reasonably request, and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction where, but for the requirements of this clause (d), it would not be obligated to be so qualified or to consent to general service of process in any such jurisdiction;

(e) notify each seller of any such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the Company’s becoming aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

(f) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable (but not more than 18 months) after the effective date of the registration statement, an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act;

(g) (i) if such Registrable Securities are Common Stock (including Common Stock issuable upon conversion, exchange or exercise of another security), use its best efforts to list such Registrable Securities on any securities exchange or authorize for quotation on each other market (including, if applicable, the National Association of Securities Dealers, Inc. (the “NASD”) Automated Quotation System) on which the Common Stock is then listed or authorized for quotation if such Registrable Securities are not already so listed or authorized for quotation; and (ii) use its best efforts to provide a transfer agent

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and registrar for such Registrable Securities covered by such registration statement not later than the effective date of such registration statement;

(h) enter into such customary agreements (including an underwriting agreement in customary form), which may include indemnification provisions in favor of underwriters and other Persons in addition to the provisions of Section 2.4 hereof, and take such other actions as the Principal Participating Holders or the underwriters, if any, reasonably requested in order to expedite or facilitate the disposition of such Registrable Securities;

(i) obtain a “cold comfort” letter or letters from the Company’s independent public accountants in customary form and covering matters of the type customarily covered by “cold comfort” letters as the Principal Participating Holders shall reasonably request;

(j) make available for inspection by any seller of such Registrable Securities covered by such registration statement, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such managing underwriter(s), all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement (subject to each party referred to in this clause (j) entering into customary confidentiality agreements in a form reasonably acceptable to the Company);

(k) notify each counsel selected pursuant to Section 2.3.3 hereof for the Holders of Registrable Securities included in such registration statement and the managing underwriter or agent, immediately, and confirm the notice in writing (i) when the registration statement, or any post-effective amendment to the registration statement, shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request of the Commission to amend the registration statement or amend or supplement the prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes;

(l) make every commercially reasonable effort to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable;

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(m) if requested by the managing underwriter or agent or any Holder of Registrable Securities covered by the registration statement, incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or agent or such Holder reasonably requests to be included therein, including, with respect to the number of Registrable Securities being sold by such Holder to such underwriter or agent, the purchase price being paid therefor by such underwriter or agent and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment;

(n) cooperate with the Holders of Registrable Securities covered by the registration statement and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or agent, if any, or such Holders may request;

(o) obtain for delivery to the Holders of Registrable Securities being registered and to the underwriter or agent an opinion or opinions from counsel for the Company in customary form and in form, substance and scope reasonably satisfactory to such Holders, underwriters or agents and their counsel;

(p) cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the NASD; and

(q) use its commercially reasonable best efforts to make available the executive officers of the Company to participate with the Holders of Registrable Securities and any underwriters in any “road shows” that may be reasonably requested by the Holders in connection with distribution of the Registrable Securities.

2.3.3. Selection of Underwriters and Counsel. The underwriters to be retained by the Company (a) in connection with the Initial Public Offering shall be selected by the Board, (b) in connection with the first Public Offering following the Initial Public Offering, if initiated pursuant to Section 2.1, shall be selected by the Investors holding a majority of Registrable Securities covered by such registration, and (c) otherwise, shall be selected by the Holders of a majority of Registrable Securities covered by such registration. In connection with any registration of Registrable Securities pursuant to Section 2.1 or 2.2 hereof, the Holders of a majority of Registrable Securities covered by such registration may select one counsel to represent all Holders of Registrable Securities covered by such registration; provided, that the cost of such counsel shall be borne by the Company; provided, however, that in the event that the counsel selected as provided above is also acting as counsel to the Company in connection with such

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registration, the remaining Holders shall be entitled to select one additional counsel to represent, at the Company’s expense, all such remaining Holders.

2.3.4. Company Lock-Up. If any registration pursuant to Section 2.1 of this Agreement shall be in connection with an underwritten public offering, the Company agrees not to effect any public sale or distribution of any Common Stock of the Company (or securities convertible into or exchangeable or exercisable for Common Stock) (in each case, other than as part of such underwritten public offering and other than pursuant to a registration on Form S-4 or S-8) for its own account, within 90 days (or such shorter period as the managing underwriters may require) after, the effective date of such registration (except as part of such registration).

2.3.5. Holders Lock-Up. In connection with each underwritten Public Offering each Holder hereby agrees to be bound by and, if requested, to execute and deliver such lock-up agreement with the underwriter(s) of such Public Offering restricting such Holder’s right to (a) Transfer, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for such Common Stock or (b) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of Common Stock, in each case to the extent that such restrictions are agreed to (i) in the case of an Initial Public Offering or a Public Offering initiated upon the request of an Initiating Investor, by the underwriter(s) of such offering and Investors holding a majority of the Shares participating in such offering or (ii) in the case of all other Public Offerings, by the underwriter(s) of such Public Offering and the holders of a majority of Shares participating in such Public Offering (the “Principal Lock-Up Agreement”); provided, however, that no Holder shall be required by this Section 2.3.5 to be bound by a lock-up agreement covering a period of greater than seven days before and 90 days (180 days in the case of the Initial Public Offering) following the effectiveness of the related registration statement; provided, further, that no Holder shall be required by this Section 2.3.5 to be bound by a lock-up agreement unless the Investors that hold a majority of Shares then held by all Investors agree to approve such lock-up agreement. Notwithstanding the foregoing, such lock-up agreement shall not apply to (i) transactions relating to shares of Common Stock or other securities acquired in (a) open market transactions or block purchases after the completion of the Initial Public Offering or (b) a Public Offering, (ii) Transfers to Permitted Transferees of such Holder in accordance with the terms of the Stockholders Agreement or the Management Stockholders Agreement, as applicable, (iii) conversions of shares of Stock into other classes of Stock without change of holder and (iv) during the period preceding the execution of the underwriting agreement, Transfers to a Charitable Organization in accordance with the terms of the Stockholders Agreement or Management Stockholders Agreement, if applicable.

2.3.6. Other Agreements. The Company covenants and agrees that, so long as any Person holds any Registrable Securities in respect of which any registration rights provided for in Section 2.1 of this Agreement remain in effect, the Company will not, directly or indirectly, without the consent of the Requisite Stockholder Majority, grant to any Person or agree to or otherwise become obligated in respect of (i) rights of registration in the nature or substantially in the nature of those set forth in Section 2.1

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of this Agreement that would have priority over or parity with the Registrable Securities with respect to the inclusion of such securities in any registration or (ii) demand registration rights exercisable prior to such time as the Investors can first exercise their rights under Section 2.1.

2.3.7. Initial Public Offering and Subsequent Public Offering. Notwithstanding any other provision of this Agreement, (a) the Initial Public Offering may not be initiated without the approval of the Requisite Stockholder Majority and (b) during the first two years following the consummation of the Initial Public Offering, the first Public Offering following the Initial Public Offering may not be initiated without the approval of the Requisite Stockholder Majority, in each case, whether initiated pursuant to this Section 2.1.1 or otherwise.

2.4. Indemnification and Contribution.

2.4.1. Indemnities of the Company. In the event of any registration of any Registrable Securities or other debt or equity securities of the Company or any of its subsidiaries under the Securities Act pursuant to this Section 2 or otherwise, and in connection with any registration statement or any other disclosure document produced by or on behalf of the Company or any of its subsidiaries including reports required and other documents filed under the Exchange Act, and other documents pursuant to which any debt or equity securities of the Company or any of its subsidiaries are sold (whether or not for the account of the Company or its subsidiaries), the Company will, and hereby does, and will cause each of its subsidiaries, jointly and severally, to indemnify and hold harmless each holder of Registrable Securities, any Person who is or might be deemed to be a controlling person of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, their respective direct and indirect partners, advisory board members, directors, officers, trustees, members, representatives and shareholders, and each other Person, if any, who controls any such holder or any such controlling person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person being referred to herein as a “Covered Person”), against any losses, claims, damages or liabilities (or actions or proceedings in respect thereof), joint or several, to which such Covered Person may be or become subject under the Securities Act, the Exchange Act, any other securities or other law of any jurisdiction, the common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained or incorporated by reference in any registration statement under the Securities Act, any preliminary prospectus or final prospectus included therein, or any related summary prospectus, or any amendment or supplement thereto, or any document incorporated by reference therein, or any other such disclosure document (including reports and other documents filed under the Exchange Act and any document incorporated by reference therein) or other document or report, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Company or any of its subsidiaries of any federal, state, foreign or common law rule or regulation applicable to the Company or any of its subsidiaries

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and relating to action or inaction in connection with any such registration, disclosure document or other document or report, and will reimburse such Covered Person for any legal or any other expenses incurred by it in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided, however, that neither the Company nor any of its subsidiaries shall be liable to any Covered Person in any such case to the extent that any such loss, claim, damage, liability, action or proceeding arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company or to any of its subsidiaries through an instrument duly executed by such Covered Person specifically stating that it is for use in the preparation thereof. The indemnities of the Company and of its subsidiaries contained in this Section 2.4.1 shall remain in full force and effect regardless of any investigation made by or on behalf of such Covered Person and shall survive any transfer of securities or any termination of this Agreement.

2.4.2. Indemnities to the Company. Subject to Section 2.4.4, the Company and any of its subsidiaries may require, as a condition to including any securities in any registration statement filed pursuant to this Section 2, that the Company and any of its subsidiaries shall have received an undertaking satisfactory to it from the prospective seller of such securities, severally and not jointly, to indemnify and hold harmless the Company and any of its subsidiaries, each director of the Company or any of its subsidiaries, each officer of the Company or any of its subsidiaries who shall sign such registration statement and each other Person (other than such seller), if any, who controls the Company and any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each other prospective seller of such securities with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, or any other disclosure document (including reports and other documents filed under the Exchange Act or any document incorporated therein) or other document or report, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company or any of its subsidiaries through an instrument executed by such seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other document or report. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, any of its subsidiaries or any such director, officer or controlling Person and shall survive any transfer of securities or any termination of this Agreement.

2.4.3. Contribution. If the indemnification provided for in Sections 2.4.1 or 2.4.2 hereof is unavailable to a party that would have been entitled to indemnification pursuant to the foregoing provisions of this Section 2.4 (an “Indemnitee”) in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof)

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referred to therein, then each party that would have been an indemnifying party thereunder shall, subject to Section 2.4.4 and in lieu of indemnifying such Indemnitee, contribute to the amount paid or payable by such Indemnitee as a result of such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) in such proportion as is appropriate to reflect the relative fault of such indemnifying party on the one hand and such Indemnitee on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions or proceedings in respect thereof). The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or such Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties agree that it would not be just or equitable if contribution pursuant to this Section 2.4.3 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the preceding sentence. The amount paid or payable by a contributing party as a result of the losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to above in this Section 2.4.3 shall include any legal or other expenses reasonably incurred by such Indemnitee in connection with investigating or defending any such action or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

2.4.4. Limitation on Liability of Holders of Registrable Securities. The liability of each holder of Registrable Securities in respect of any indemnification or contribution obligation of such holder arising under this Section 2.4 shall not in any event exceed an amount equal to the net proceeds to such holder (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such holder pursuant to such registration.

2.4.5. Indemnification Procedures. Promptly after receipt by an Indemnitee of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.4, such Indemnitee will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnitee to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.4, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice. In case any such action or proceeding is brought against an Indemnitee, the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnitee, and after notice from the indemnifying party to such Indemnitee of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnitee for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by the Indemnitee without the consent of the indemnifying party, such

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consent not to be unreasonably withheld. Notwithstanding the foregoing, if in such Indemnitee’s reasonable judgment a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party does not assume the defense of any such action or proceeding within a reasonable time after notice of commencement, the Indemnitee shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor, but in no event will bear the expenses for more than one firm of counsel for all Indemnitees in each jurisdiction who shall be approved by (a) the Principal Participating Holders in the registration in respect of which such indemnification is sought or (b) if there is no such registration, the Requisite Stockholder Majority. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnitee, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnitee from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnitee and does not otherwise adversely affect such Indemnitee, other than as a result of the imposition of financial obligations for which such Indemnitee will be indemnified hereunder.

3. REMEDIES.

3.1. Generally. The parties shall have all remedies available at law, in equity or otherwise in the event of any breach or violation of this Agreement or any default hereunder. The parties acknowledge and agree that in the event of any breach of this Agreement, in addition to any other remedies which may be available, each of the parties hereto shall be entitled to specific performance of the obligations of the other parties hereto and, in addition, to such other equitable remedies (including preliminary or temporary relief) as may be appropriate in the circumstances.

4. PERMITTED TRANSFERS.

4.1. Transfers by Investors. The rights of an Investor hereunder may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of Shares effected in accordance with the terms of the Stockholders Agreement and this Agreement to a Permitted Transferee of such Investor. Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 4.1 shall be effective unless the Permitted Transferee to which such assignment is being made, if not a Stockholder, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Shares in respect of which such assignment is made shall continue to be deemed Shares and shall be subject to all of the provisions of this Agreement relating to Shares and that such Permitted Transferee shall be bound by, and shall be a party to, this Agreement as an Investor. A Permitted Transferee to whom rights are transferred pursuant to this Section 4.1 may not again transfer such rights to any other Permitted Transferee, other than as provided in this Section 4.1.

4.2. Transfers by Managers. The rights of a Manager hereunder may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of Shares

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effected in accordance with the terms of any Management Stockholders Agreement and this Agreement to a Permitted Transferee of such Manager. Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 4.2 shall be effective unless the Permitted Transferee to which such assignment is being made, if not a Stockholder, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Shares in respect of which such assignment is made shall continue to be deemed Shares and shall be subject to all of the provisions of this Agreement relating to Shares and that such Permitted Transferee shall be bound by, and shall be a party to, this Agreement. A Permitted Transferee to whom rights are transferred pursuant to this Section 4.2 may not again transfer such rights to any other Permitted Transferee, other than as provided in this Section 4.2.

4.3. Permitted Registration Rights Assignees. In addition to the foregoing, the rights of a holder of Registrable Securities to cause the Company to register its Registrable Securities pursuant to Section 2.1 (solely with respect to transfers by Investors to Permitted Transferees) and 2.2 (with respect to all Holders) may be assigned (but only with all related obligations as set forth below) in a Transfer effected in accordance with the terms of the Stockholders Agreement or the terms of the Management Stockholders Agreement, as applicable, and this Agreement to any transferee that, together with its Affiliates, acquires (or holds) shares of Registrable Securities either (i) for consideration of at least $10,000,000 or (ii) having a then fair market value (determined in good faith by the Board) of at least $10,000,000 (each such transferee, a “Permitted Registration Rights Assignee”). Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 4.3 shall be effective unless the Permitted Registration Rights Assignee, if not a Stockholder, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that such Registrable Securities in respect of which such assignment is made shall be deemed Other Holder Shares and shall be subject to all of the provisions of this Agreement relating to Other Holder Shares and that such Permitted Registration Rights Assignee shall be bound by, and shall be an Other Holder party to, this Agreement and the holder of Other Holder Shares hereunder. A transferee to whom rights are transferred pursuant to this Section 4.3 may not again transfer such rights to any Person, other than as provided in this Section 4.3.

5. AMENDMENT, TERMINATION, ETC.

5.1. Oral Modifications. This Agreement may not be orally amended, modified, extended or terminated, nor shall any oral waiver of any of its terms be effective.

5.2. Written Modifications. This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company, Midco, Holdco and the Requisite Stockholder Majority. Each amendment shall be binding upon each party hereto and each holder of Shares or Other Holder Shares subject hereto. In addition, each party hereto and each holder of Shares or Other Holder Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. The Investors hereby agree and covenant that they will not, without the consent of a majority of the outstanding shares of Class A-4 Common Stock held by the Managers, propose or adopt any

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amendment, alteration, modification, waiver or repeal of any provision of this Agreement that would materially and adversely modify, change or alter the rights of the Managers.

5.3. Withdrawal from Agreement. Any holder of Shares that withdraws Shares from the Stockholders Agreement in accordance with Section 9.3 thereof shall be deemed to have simultaneously withdrawn such Shares from this Agreement. From the date of effectiveness of such Person’s withdrawal notice pursuant to the relevant section of the Stockholders Agreement, the withdrawn shares shall cease to be Shares subject to this Agreement and, if the holder of Shares or Other Holder Shares does not own any Share that will remain subject to this Agreement (each such holder, a “Withdrawing Holder”), such holder shall cease to be a party to this Agreement and shall no longer be subject to the obligations of this Agreement or have rights under this Agreement; provided, however, that any such Withdrawing Holder shall retain the indemnification rights pursuant to Section 2.4 hereof with respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such withdrawal; and provided, further, that the Withdrawing Holders shall nonetheless be obligated under any Principal Lock-Up Agreement then in effect.

5.4. Effect of Termination. No termination under this Agreement shall relieve any Person of liability for breach prior to termination. In the event this Agreement is terminated, each Investor shall retain the indemnification rights pursuant to Section 2.4 hereof with respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.

6. DEFINITIONS. For purposes of this Agreement:

6.1. Certain Matters of Construction. In addition to the definitions referred to or set forth below in this Section 6:

(i) The words “hereof’, “herein”, “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular Section or provision of this Agreement, and reference to a particular Section of this Agreement shall include all subsections thereof;

(ii) The word “including” shall mean including, without limitation;

(iii) Definitions shall be equally applicable to both nouns and verbs and the singular and plural forms of the terms defined; and

(iv) The masculine, feminine and neuter genders shall each include the other.

6.2. Definitions. The following terms shall have the following meanings:

“Acquisition” shall have the meaning set forth in the Recitals.

“Acquisition Co” shall have the meaning set forth in the Preamble.

“Acquisition Agreement” shall have the meaning set forth in the Recitals.

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“Affiliate” shall mean, with respect to any specified Person, (a) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise); provided, however, that neither the Company nor any of its subsidiaries shall be deemed an Affiliate of any of the Stockholders (and vice versa), (b) if such specified Person is an investment fund, any other investment fund the primary investment advisor to which is the primary investment advisor to such specified Person or an Affiliate thereof and (c) if such specified Person is a natural Person, any Family Member of such natural Person.

“Affiliated Fund” shall mean, with respect to any specified Person, an investment fund that is an Affiliate of such Person (including entities investing solely on behalf of the Investor or such fund) or an entity that is directly or indirectly wholly-owned by such fund or one or more of such funds (other than a portfolio company of any such fund).

“Agreement” shall have the meaning set forth in the Preamble.

“Bain Investors” shall mean, as of any date, Bain Capital Holdings (Loews) I, L.P., Bain Capital AIV (Loews) II, L.P., and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.

“Board” shall mean the board of directors of the Company.

“Business Day” shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York.

“Carlyle Investors” shall mean, as of any date, TC Group Investment Holdings, L.P., Carlyle Partners III Loews, L.P. and CP III Coinvestment, L.P., and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds Shares.

“Charitable Organization” shall mean a charitable organization as described by Section 501(c)(3) of the Internal Revenue Code of 1986, as in effect from time to time.

“Class A Stock” shall mean the Class A Common Stock, par value $.001 per share, of the Company, which is comprised of Class A-1 Common Stock, Class A-2 Common Stock, Class A-3 Common Stock and Class A-4 Common Stock.

“Class L Stock” shall mean the Class L Common Stock, par value $.001 per share, of the Company.

“Commission” shall mean the Securities and Exchange Commission.

“Common Stock” shall mean the common stock of the Company, including the Class A Stock and the Class L Stock.

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“Company” shall have the meaning set forth in the Preamble.

“Convertible Securities” shall mean any evidence of indebtedness, shares of stock (other than Stock) or other securities (other than Options and Warrants) which are directly or indirectly convertible into or exchangeable or exercisable for shares of Stock.

“Covered Person” shall have the meaning set forth in Section 2.4.1.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as in effect from time to time.

“Family Member” shall mean, with respect to any natural Person, (i) any lineal descendant or ancestor or sibling (by birth or adoption) of such natural Person, (ii) any spouse or former spouse of any of the foregoing, (iii) any legal representative or estate of any of the foregoing, (iv) any trust maintained for the benefit of the foregoing and (v) any corporation, private charitable foundation or other organization controlled by the foregoing.

“Holdco” shall have the meaning set forth in the Preamble.

“Holders” shall mean the holders of Registrable Securities under this Agreement (including Other Holders).

“Indemnitee” shall have the meaning set forth in Section 2.4.3.

“Initial Public Offering” shall mean the initial Public Offering registered on Form S-1 (or any successor form under the Securities Act).

“Initiating Investors” shall have the meaning set forth in Section 2.1.1.

“Investor Group” shall mean any one of (a) the Bain Investors, collectively, (b) the Carlyle Investors, collectively and (c) the Spectrum Investors, collectively. Where this Agreement provides for the vote, consent or approval of any Investor Group, such vote, consent or approval shall be determined by the Majority Bain Investors, the Majority Carlyle Investors or the Majority Spectrum Investors, as the case may be, except as otherwise specifically set forth herein; provided, however, that any such Investor Group shall cease to be an Investor Group at such time after the Closing, and at all times thereafter, as such Investor Group ceases to hold Shares representing a Total Combined Investment (as defined in the Company’s certificate of incorporation) of at least the Minimum Total Combined Investment (as defined in the Company’s certificate of incorporation); provided that no adjustment pursuant to the Company’s certificate of incorporation to the “Minimum Total Combined Investment” or the “Minimum Director Share Amount” shall cause any former Investor Group to again become an Investor Group.

“Investors” shall have the meaning set forth in the Preamble.

“Loews” shall have the meaning set forth in the Recitals.

“Majority Bain Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Bain Investors.

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“Majority Carlyle Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Carlyle Investors.

“Majority in Interest” shall mean, (a) with respect to a set of Shares of a single class, a majority of such Shares and (b) with respect to a set of Shares of more than one class, a majority in aggregate Purchase Price Value of such Shares.

“Majority Spectrum Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Spectrum Investors.

“Management Stockholders Agreement” shall have the meaning set forth in the Recitals.

“Managers” shall have the meaning set forth in the Preamble.

“Midco” shall have the meaning set forth in the Preamble.

“NASD” shall have the meaning set forth in Section 2.3.2(g).

“Options” shall mean any options to subscribe for, purchase or otherwise directly acquire Stock, other than any such option held by the Company or Midco or any right to purchase shares pursuant to the Stockholders Agreement.

“Original Registration Rights Agreement” shall have the meaning set forth in the Recitals.

“Other Holder Shares” shall mean (a) all shares of Stock held by an Other Holder that were Transferred to such Other Holder in a transaction subject to Section 4.3 or that were acquired by such Other Holder upon the exercise, conversion or exchange of any Options, Warrants or Convertible Securities that were Transferred to such Other Holder in a transaction subject to Section 4.3 and (b) all Options, Warrants and Convertible Securities that were Transferred to such Other Holder in a transaction subject to Section 4.3, treating such Options, Warrants and Convertible Securities as a number of Other Holder Shares equal to the maximum number of shares of Stock for which or into which such Options, Warrants or Convertible Securities may at the time be exercised, converted or exchanged (or which will become exercisable, convertible or exchangeable on or prior to, or by reason of, the transaction or circumstance in connection with which the number of Other Holder Shares is to be determined).

“Other Holders” shall have the meaning set forth in the Preamble.

“Parity Shares” shall have the meaning set forth in Section 2.3.1.

“Permitted Registration Rights Assignee” shall have the meaning set forth in Section 4.3.

“Permitted Transferee” shall mean, in respect of any Investor, any Affiliated Fund of such Investor, and any other Person approved by the Investor Groups of which such Investor is not a member, and, in respect of any Manager, any Family Member of such Manager, in each case to the extent such Person agrees to be bound by the terms of this Agreement and the

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Stockholders Agreement or Management Stockholders Agreement, as applicable. In addition, any Stockholder shall be a Permitted Transferee of the Permitted Transferees of itself.

“Person” shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

“Preferred Stock” shall mean the 10% Cumulative Preferred Stock, par value $.001 per share, of Midco.

“Principal Investor Class” shall mean each of Class A-1 Common Stock, Class A-2 Common Stock and Class A-3 Common Stock.

“Principal Lock-Up Agreement” shall have the meaning set forth in Section 2.3.5.

“Principal Participating Holders” shall mean, with respect to any Public Offering, (i) the two holders including the greatest number of Registrable Securities in such Public Offering, (ii) if there are more than two such holders including the greatest number of Registrable Securities in such Public Offering, all of such holders and (iii) if there is only one such holder including any Registrable Securities in such Public Offering, such holder. Where this Agreement provides for the vote, consent or approval of the Principal Participating Holders, such vote, consent or approval shall be required of each such holder as identified in the preceding sentence.

“Pro Rata Portion” shall mean for purposes of Section 2.3, with respect to each holder of Registrable Securities or Parity Shares requesting that such shares be registered in such registration statement, a number of such shares equal to the aggregate number of shares of Common Stock to be registered in such registration (excluding any shares to be registered for the account of the Company) multiplied by a fraction, the numerator of which is the aggregate number of Registrable Securities and Parity Shares held by such holder, and the denominator of which is the aggregate number of Registrable Securities and Parity Shares held by all holders requesting that their Registrable Securities or Parity Shares be registered in such registration.

“Public Offering” shall mean a public offering and sale of Common Stock for cash pursuant to an effective registration statement under the Securities Act.

“Purchase Price Value” shall mean: (a) $1.00, in the case of a share of Class A Stock, (b) $81.00, in the case of a share of Class L Stock and (c) $100.00, in the case of a share of Preferred Stock, in each case appropriately adjusted for any stock split, stock dividend, combination, recapitalization or the like involving such class.

“Registrable Securities” shall mean (a) all shares of Class A-4 Stock, (b) all shares of Class A-4 Stock issuable upon conversion of shares of Class A-1 Stock, Class A-2 Stock, Class A-3 Stock or Class L Stock, (c) all shares of Class A-4 Stock issuable upon exercise, conversion or exchange of any Option, Warrant or Convertible Security and (d) all shares of Class A-4 Stock directly or indirectly issued or issuable with respect to the securities referred to in clauses (a), (b) or (c) above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any

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particular Registrable Securities, such shares shall cease to be Registrable Securities when (i) in the case of Other Holder Shares, such securities shall have ceased to be Other Holder Shares hereunder, (ii) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (iii) such securities shall have been Transferred pursuant to Rule 144 or Rule 145, (iv) disposition of such securities may be made by the Holder thereof under Rule 144 or 145 and the holder of such securities together with its Affiliated Funds or Affiliates (as the case may be) holds no more than one percent of the shares of the applicable class outstanding as shown by the most recent report or statement published by the Company, (v) such securities shall have been otherwise transferred to a Person that is not an Affiliate of the transferor, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company as part of such transfer and subsequent disposition of them shall not require registration of them under the Securities Act and such securities may be distributed without volume limitation or other restrictions on transfer under Rule 144 or Rule 145 (including without application of paragraphs (c), (e) (f) and (h) of Rule 144), (vi) such securities shall have ceased to be outstanding or (vii) the holder thereof shall have withdrawn from this Agreement pursuant to Section 5.3.

“Registration Expenses” means any and all expenses incident to performance of or compliance with Section 2 of this Agreement (other than underwriting discounts and commissions paid to underwriters and transfer taxes, if any), including (a) all Commission and securities exchange or NASD registration and filing fees, (b) all fees and expenses of complying with securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities), (c) all printing, messenger and delivery expenses, (d) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or NASD pursuant to Section 2.3.2(g) and all rating agency fees, (e) the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits and/or “cold comfort” letters required by or incident to such performance and compliance, (f) the reasonable fees and disbursements of one counsel for the Holders selected pursuant to the terms of Section 2, (g) any fees and disbursements customarily paid by the issuers of securities, and (h) expenses incurred in connection with any road show (including the reasonable out-of-pocket expenses of the Holders).

“Requisite Stockholder Majority” shall mean at any time the approval of (a) each of at least two Investor Groups if there is more than one Investor Group, (b) a single Investor Group if there is only one Investor Group and (c) otherwise, (i) Investors holding a majority of the outstanding Class A Stock constituting Shares then held by all Investors or (ii) if Investors do not hold any Class A Stock constituting Shares, such Persons who last held a majority of the outstanding Class A Stock that constituted Shares.

“Rule 144” shall mean Rule 144 under the Securities Act (or any successor Rule).

“Rule 145” shall mean Rule 145 under the Securities Act (or any successor Rule).

“Rule 145 Transaction” shall mean a registration on Form S-4 (or any successor Form) pursuant to Rule 145.

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“Sale” shall mean a Transfer for value and the terms “Sell” and “Sold” shall have correlative meanings.

“Securities Act” shall mean the Securities Act of 1933, as in effect from time to time.

“Shares” shall mean (a) all shares of Stock held by a Stockholder, whenever issued, including all shares of Stock issued upon the exercise, conversion or exchange of any Options, Warrants or Convertible Securities and (b) all Options, Warrants and Convertible Securities held by a Stockholder (treating such Options, Warrants and Convertible Securities as a number of Shares equal to the number of Equivalent Shares represented by such Options, Warrants and Convertible Securities for all purposes of this Agreement except as otherwise specifically set forth herein).

“Spectrum Investors” shall mean, as of any date, Spectrum Equity Investors IV, L.P., Spectrum Equity Investors Parallel IV, L.P. and Spectrum IV Investment Managers’ Fund, L.P. and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.

“Stock” shall mean the Common Stock and the Preferred Stock.

“Stockholders” shall have the meaning set forth in the Preamble.

“Stockholders Agreement” shall have the meaning set forth in the Recitals.

“Transfer” shall mean any sale, pledge, assignment, encumbrance or other transfer or disposition of any Shares or Other Holder Shares to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise.

“Warrants” shall mean any warrants to subscribe for, purchase or otherwise directly acquire Stock.

“Withdrawing Holders” shall have the meaning set forth in Section 5.3.

7. MISCELLANEOUS.

7.1. Authority: Effect. Each party hereto represents and warrants to and agrees with each other party that the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such party and do not violate any agreement or other instrument applicable to such party or by which its assets are bound. This Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the parties hereto, or to constitute any of such parties members of a joint venture or other association.

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7.2. Notices. All notices, requests, demands, claims and other communications required or permitted to be delivered, given or otherwise provided under this Agreement must be in writing and must be delivered, given or otherwise provided:

(a) by hand (in which case, it will be effective upon delivery);

(b) by facsimile (in which case, it will be effective upon receipt of confirmation of good transmission); or

(c) by overnight delivery by a nationally recognized courier service (in which case, it will be effective on the Business Day after being deposited with such courier service);

in each case, to the address (or facsimile number) listed below:

If to the Company, Midco, Holdco and AcquisitionCo, to it:

c/o Loews Cineplex Entertainment Corporation

711 Fifth Avenue

New York, NY 10022

Facsimile:	(646) 521-6267
Attention:	Corporate General Counsel

with copies to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Facsimile:	(617) 951-7050
Attention:	R. Newcomb Stillwell

If to a Bain Investor, to it:

c/o Bain Capital, LLC

111 Huntington Avenue

Boston, Massachusetts 02199

Facsimile:	(617) 516-2010
Attention:	John Connaughton
	Phil Loughlin

with copies to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Facsimile:	(617) 951-7050
Attention:	R. Newcomb Stillwell

If to a Carlyle Investor, to it:

c/o The Carlyle Group

520 Madison Avenue, 42^nd Floor

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New York, New York 10022

Facsimile:	(212) 381-4901
Attention:	Michael Connelly
	Eliot P. Merrill

with copies to:

Latham & Watkins LLP

885 Third Avenue

New York, New York 10022

Facsimile:	(212) 751-4864
Attention:	R. Ronald Hopkinson

If to a Spectrum Investor, to it:

c/o Spectrum Equity Investors

333 Middlefield Road, Suite 200

Menlo Park, California 994025

Facsimile:	(415) 464-4601
Attention:	Brion Applegate
	Benjamin Coughlin

with copies to:

Latham & Watkins LLP

505 Montgomery Street, Suite 1900

San Francisco, California 94111

Facsimile:	(415) 395-8095
Attention:	Scott R. Haber
	Tad J. Freese

If to a Manager, to him or her at the address listed on his or her signature page hereto.

with copies to:

Dewey Ballantine LLP

1301 Avenue of the Americas

New York, NY 10019

Facsimile:	(212) 259-6333
Attention:	Paul Wessel
	Bryan Luchs

Notice to the holder of record of any shares of capital stock shall be deemed to be notice to the holder of such shares for all purposes hereof.

7.3. Binding Effect, Etc. Except for restrictions on the Transfer of Shares set forth in other written agreements, plans or documents, and except for other written agreements dated on

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or about the date of this Agreement, this Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Investor or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

7.4. Descriptive Heading. The descriptive headings of this Agreement are for convenience of reference only, are not to be considered a part hereof and shall not be construed to define or limit any of the terms or provisions hereof.

7.5. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one instrument.

7.6. Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

7.7. No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, each of the Company, Midco, Holdco and Acquisition and each Investor covenant, agree and acknowledge that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member of any Investor or of any Affiliate or assignee thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Investor or any current or future member of any Investor or any current or future director, officer, employee, partner or member of any Investor or of any Affiliate or assignee thereof, as such, for any obligation of any Investor under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

7.8. Aggregation of Shares. All Shares held by Stockholders and their respective Affiliates shall be aggregated together for purposes of determining the availability of any rights under Section 2 (including the determination of the number of shares held by any holder for purposes of the definition of Principal Participating Holder). Within any Investor Group, the Investors may allocate the ability to exercise any rights under this Agreement in any manner that such Investor Group (by a Majority in Interest of the Shares held by such Investor Group) sees fit.

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7.9. Obligations of Company, Midco, Holdco and AcquisitionCo. Each of the Company, Midco, Holdco and AcquisitionCo shall be jointly and severally liable for any payment obligation of any of the Company, Midco, Holdco and AcquisitionCo pursuant to this Agreement.

8. GOVERNING LAW.

8.1. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of New York without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

8.2. Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of New York, County of New York for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this agreement, the court in which such litigation is being heard shall be deemed to be included in clause (a) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 7.2 hereof is reasonably calculated to give actual notice.

8.3. WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER

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HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 8.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 8.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

8.4. Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

[Signature pages follow]

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IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE COMPANY:	LCE HOLDINGS, INC.
	Name:
	Title:
MIDCO:	LCE INTERMEDIATE HOLDINGS, INC.
	Name:
	Title:
HOLDCO:	LCE HOLDCO LLC
	Name:
	Title:
LOEWS:	LOEWS CINEPLEX ENTERTAINMENT CORPORATION
	Name:
	Title:

Registration Rights Agreement

THE INVESTORS:	BAIN CAPITAL HOLDINGS (LOEWS) I, L.P. By: Bain Capital Partners VII, L.P., its general partner By: Bain Capital Investors, LLC, its general partner
	Name:	John Connaughton
	Title:	Managing Director
	BAIN CAPITAL AIV (LOEWS) II, L.P. By: Bain Capital Partners VIII, L.P., its general partner By: Bain Capital Investors, LLC, its general partner
	Name:	John Connaughton
	Title:	Managing Director

Registration Rights Agreement

CARLYLE CAPITAL COINVESTMENT PARTNERS, L.P.

By: SCPI GP, L.L.C., its general partner

By: TC Group, L.L.C., it managing member

By: TCG Holdings, L.L.C., its managing member

Name:

Title:

TC GROUP, L.L.C.

By: TCG Holdings, L.L.C.

Name:

Title:

CARLYLE PARTNERS III LOEWS, L.P.

By: TC Group III, L.P., its general partner

By: TC Group III, L.L.C., its general partner

By: TC Group, L.L.C., its managing member

By: TCG Holdings, L.L.C., its managing member

Name:

Title:

CP III COINVESTMENT, L.P.

By: TC Group III, L.P., it general partner

By: TC Group III, L.L.C., its general partner

By: TC Group, L.L.C., its managing member

By: TCG Holdings, L.L.C., its managing member

Name:

Title:

Registration Rights Agreement

SPECTRUM EQUITY INVESTORS IV, L.P. By: Spectrum Equity Associates IV, L.P., its general partner
Name:	Brion B. Applegate
Title:	General Partner
SPECTRUM EQUITY INVESTORS PARALLEL IV, L.P. By: Spectrum Equity Associates IV, L.P., its general partner
Name:	Brion B. Applegate
Title:	General Partner
SPECTRUM IV INVESTMENT MANAGERS’ FUND, L.P.
Name:	Brion B. Applegate
Title:	General Partner

Registration Rights Agreement

THE MANAGEMENT STOCKHOLDERS:

Name:

Address:

Stockholders Agreement

Schedule I

Holdings of Shares

Stockholder	Class A Common Stock	Class L Common Stock	Preferred Stock
TOTAL

Registration Rights Agreement

EX-10.13

Exhibit 10.13

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of this      day of                     , 2002, by and between Loews Cineplex Entertainment Corporation, a Delaware corporation (the “Company”), and              (the “Indemnitee”).

WHEREAS, the Company and Indemnitee recognize the increasing difficulty in obtaining directors’ and officers’ liability insurance, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance;

WHEREAS, the Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting officers and directors to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited;

WHEREAS, Indemnitee does not regard the current protection available as adequate under the present circumstances, and Indemnitee may not be willing to continue to serve as a director without additional protection; and

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve as officers and directors of the Company and to indemnify its officers and directors so as to provide them with the maximum protection permitted by law.

NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:

1. INDEMNIFICATION.

(a) Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any action or proceeding by judgment, order, settlement, conviction or upon a plea of nolo

contendere or its equivalent, shall not, of itself, create a presumption that (i) Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of the Company, and (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(b) Proceedings By or in the Right of the Company. The Company shall indemnify Indemnitee if Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action or suit by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such action or suit if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Company, or any subsidiary of the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit is or was pending shall determine upon application that, despite the adjudication or liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall deem proper.

2. EXPENSES; INDEMNIFICATION PROCEDURE.

(a) Advancement of Expenses. The Company shall advance all expenses incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in Section 1(a) or (b) hereof (but not amounts actually paid in settlement of any such action or proceeding). Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to Indemnitee within twenty (20) days following delivery of a written request therefor by Indemnitee to the Company, accompanied by such supporting documentation as may be reasonably requested by the Company.

(b) Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to his right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power.

(c) Procedure. Any indemnification provided for in Section 1 shall be made no later than forty-five (45) days after receipt of the written request of Indemnitee made following final

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disposition of the action or proceeding to which such indemnification relates. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within forty-five (45) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including reasonable attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

(d) Notice to Insurers. If, at the time of the receipt of a notice of a claim pursuant to Section 2(b) hereof, the Company has director and officer liability insurance that may cover the claim in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies in partial or complete satisfaction of the Company’s obligations hereunder.

(e) Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his own counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or

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(C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

3. ADDITIONAL INDEMNIFICATION RIGHTS; NONEXCLUSIVITY.

(a) Scope. Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law (other than Section 145(f) of the Delaware General Corporation Law or any successor non-exclusivity provision), notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company’s Certificate of Incorporation, the Company’s Bylaws or by statute. In the event of any change, after the date of this Agreement, in any applicable law, statute or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes shall be, ipso facto, within the purview of Indemnitee’s rights and the Company’s obligations, under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its Board of Directors or an officer, such changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

(b) Nonexclusivity. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled under the Company’s Certificate of Incorporation, its Bylaws, any agreement, any vote of stockholders or disinterested directors, the Delaware General Corporation Law or otherwise, both as to action in Indemnitee’s official capacity and as to action in another capacity while holding such office. The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though he may have ceased to serve in such capacity at the time of any action or other covered proceeding.

4. PARTIAL INDEMNIFICATION. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with an action, suit or proceeding described in Section 1(a), but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to which Indemnitee is entitled.

5. MUTUAL ACKNOWLEDGMENT. Both the Company and Indemnitee acknowledge that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of

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indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

6. DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE. The Company shall at all times maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage (in an amount not less than $[5,000,000]) for losses from wrongful acts, or to ensure the Company’s performance of its indemnification obligations under this Agreement, unless the maintenance of any such policy or policies becomes prohibitively expensive. In all policies of directors’ and officers’ liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if Indemnitee is a director; or of the Company’s officers, if Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, if Indemnitee is not an officer or director but is a key employee.

7. SEVERABILITY. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. The provisions of this Agreement shall be severable as provided in this Section 7. If this Agreement or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated, and the balance of this Agreement not so invalidated shall be enforceable in accordance with its terms.

8. EXCEPTIONS. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

(a) Excluded Acts. To indemnify Indemnitee for any acts or omissions or transactions from which a director may not be relieved of liability under the Delaware General Corporation Law; or

(b) Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145 of the Delaware General Corporation Law, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors has approved the initiation or bringing of such suit; or

(c) Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, to the extent that a court of competent jurisdiction determines that the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous; or

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(d) Insured Claims. To indemnify Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, Employee Retirement Income Security Act of 1974 excise taxes or penalties, and amounts paid in settlement) which have been paid directly to Indemnitee by an insurance carrier under a policy of directors’ and officers’ liability insurance maintained by the Company; or

(e) Claims Under Section 16(b). To indemnify Indemnitee for expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.

9. EFFECTIVENESS OF AGREEMENT. To the extent that the indemnification permitted under the terms of certain provisions of this Agreement exceeds the scope of the indemnification provided for in the Delaware General Corporation Law, such provisions shall not be effective unless and until the Company’s Certificate of Incorporation authorizes such additional rights of indemnification. In all other respects, the balance of this Agreement shall be effective as of the date set forth on the first page and may apply to acts or omissions of Indemnitee which occurred prior to such date if Indemnitee was an officer, director, employee or other agent of the Company, or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, at the time such act or omission occurred.

10. CONSTRUCTION OF CERTAIN PHRASES.

(a) Company. For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

(b) Other Enterprise, etc. For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on Indemnitee with respect to any employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.

11. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall constitute an original.

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12. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the Company and its successors and assigns, and shall inure to the benefit of Indemnitee and Indemnitee’s estate, heirs, legal representatives and assigns.

13. ATTORNEYS’ FEES. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, except to the extent that, as a part of such action, the court of competent jurisdiction determines that the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross claims made in such action), except to the extent that, as a part of such action, the court determines that Indemnitee’s material defenses to such action were made in bad faith or were frivolous.

14. NOTICES. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand and receipted for by the party addressee, on the date of such receipt, (ii) if mailed by domestic certified or registered mail with postage prepaid, on the fifth business day after the date postmarked, or (iii) if sent by telecopier (with receipt confirmed), on the date of such receipt. Addresses for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by written notice and in the case of notices to the Company shall be marked for the attention of the Chief Executive Officer.

15. CONSENT TO JURISDICTION. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the state courts of the State of Delaware.

16. CHOICE OF LAW. This Agreement shall be governed by and its provisions construed in accordance with the laws of the State of Delaware as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

LOEWS CINEPLEX
ENTERTAINMENT CORPORATION
By:
	Name:
	Title:
	Address:

AGREED TO AND ACCEPTED:

INDEMNITEE:

Address:

EX-10.14

Exhibit 10.14

INDEMNIFICATION AGREEMENT

INDEMNIFICATION AGREEMENT, dated as of                 , 2001, by and between Loews Cineplex Entertainment Corporation, a Delaware corporation (the “Company”), and the director and/or officer of the Company whose name appears on the signature page of this Agreement (“Indemnitee”).

RECITALS

A. Highly competent persons are becoming more reluctant to serve publicly-held corporations as directors or officers or in other capacities unless they are provided with reasonable protection through insurance or indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the corporations.

B. The Board of Directors of the Company (the “Board”) has determined that the Company should act to assure such persons that there will be increased certainty of such protection in the future.

C. It is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified.

D. Indemnitee is willing to serve, continue to serve and take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified.

AGREEMENT

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

1. DEFINITIONS. For purposes of this Agreement:

(a) “Disinterested Director” shall mean a director of the Company who is not or was not a party to the Proceeding in respect of which indemnification is being sought by Indemnitee.

(b) “Expenses” shall include all reasonable attorneys’ fees and costs, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service

fees and all other disbursements or expenses customarily incurred in connection with asserting or defending claims.

(c) “Independent Counsel” shall mean a law firm or lawyer that neither presently is nor in the past five years has been retained to represent: (i) the Company or Indemnitee in any matter material to either such party or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any firm or person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s right to indemnification under this Agreement. All fees and expenses of the Independent Counsel incurred in connection with acting pursuant to this Agreement shall be borne by the Company.

(d) “Proceeding” includes any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative; PROVIDED, HOWEVER, that the term “Proceeding” shall include any action instituted by an Indemnitee (other than an action to enforce indemnification rights under this Agreement) only if such action is authorized by the Board of Directors.

2. SERVICE BY INDEMNITEE. Indemnitee agrees to begin or continue to serve the Company or other corporation, partnership, joint venture, employee benefit plan, trust or other enterprise controlled by the Company or in which such Indemnitee is serving at the request of the Company (all of which are collectively referred to as an “Affiliate”) as a director, officer, trustee or similar person. Notwithstanding anything contained herein, this Agreement shall not create a contract of employment between the Company and Indemnitee, and the termination of Indemnitee’s relationship with the Company or an Affiliate by either party hereto shall not be restricted by this Agreement.

3. INDEMNIFICATION. The Company shall indemnify Indemnitee for, and hold Indemnitee harmless from and against, any and all Expenses, losses, claims, liabilities, judgments, fines and amounts paid in settlement at any time incurred by or assessed against Indemnitee arising out of or in connection with the service of Indemnitee as a director, advisory director, Board Committee member, officer or similar person with the Company or of an Affiliate (collectively referred to as an “Officer or Director of the Company”) to the fullest extent permitted by the laws of the State of Delaware in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification. Without diminishing the scope of the indemnification provided by this Section 3, the rights of indemnification of Indemnitee provided hereunder shall include but shall not be limited to those rights set forth hereinafter.

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4. INDEMNIFICATION FOR COSTS, CHARGES AND EXPENSES OF PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any provision of this Agreement, to the extent that Indemnitee has been wholly successful on the merits or otherwise absolved in any Proceeding on any claim, issue or matter, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee to the maximum extent permitted by law, against all Expenses, judgments, penalties, fines and amounts paid in settlement, incurred by Indemmnitee in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any such claim, issue or matter by dismissal with or without prejudice shall be deemed to be a successful resolution as to such claim, issue or matter.

5. INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of the fact that Indemnitee is or was an Officer or Director of the Company or any other entity which Indemmnitee is or was serving at the request of the Company, a witness in any Proceeding, Indemnitee shall be indemnified by the Company against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

6. ADVANCEMENT OF EXPENSES AND COSTS. All Expenses incurred by or on behalf of Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding within 20 days after the receipt by the Company of a statement or statements from Indemnitee requesting from time to time such advance or advances, whether or not a determination to indemnify has been made under Section 9. Indemnitee’s entitlement to such advancement of Expenses shall include those incurred in connection with any Proceeding by Indemnitee seeking an adjudication or award in arbitration pursuant to this Agreement. Such statement or statements shall reasonably evidence such expenses incurred (or reasonably expected to be incurred) by Indemnitee in connection therewith and shall include or be accompanied by a written undertaking by or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that Indemnitee is not entitled to be indemnified therefor pursuant to the terms of this Agreement. The financial ability of an Indemnitee to repay an advance shall not be a prerequisite to the making of such an advance.

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7. PROCEDURE FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.

(a) When seeking indemnification under this Agreement, Indemnitee shall submit a written request for indemnification to the Company. Such request shall include documentation or information which is reasonably necessary for the Company to make a determination of Indemnitee’s entitlement to indemnification hereunder and which is reasonably available to Indemnitee. Determination of Indemnitee’s entitlement to indemnification shall be made promptly, but in no event later than 30 days after receipt by the Company of Indemnitee’s written request for indemnification. The Secretary of the Company shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board that Indemnitee has made such request for indemnification.

(b) The entitlement of Indemnitee to indemnification under this Agreement shall be determined in the specific case by a majority vote of the Disinterested Directors whether or not constituting a quorum of the Board, unless the Board, by the majority vote of Disinterested Directors, directs that the determination shall be made by Independent Counsel.

(c) In the event the determination of entitlement is to be made by Independent Counsel, such Independent Counsel shall be selected by the Board and approved by Indemnitee. Upon failure of the Board to so select such Independent Counsel or upon failure of Indemnitee to so approve, such Independent Counsel shall be selected by the Chancellor of the State of Delaware or such other person as the Chancellor shall designate to make such selection.

(d) If the Board or Independent Counsel shall have determined that Indemnitee is not entitled to indemnification to the full extent of Indemnitee’s request, Indemnitee shall have the right to seek entitlement to indemnification in accordance with the procedures set forth in Section 8 hereof.

(e) If the person or persons empowered pursuant to Section 7(b) hereof to make a determination with respect to entitlement to indemnification shall have failed to make the requested determination within 90 days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be absolutely entitled to such indemnification, absent (i) misrepresentation by Indemnitee of a material fact in the request for indemnification or (ii) a final judicial determination that all or any part of such indemnification is expressly prohibited by law.

(f) The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself, adversely affect the rights of Indemnitee to indemnification hereunder except as may be specifically provided herein, or create a presumption that Indemnitee did not act in good

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faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or create a presumption that (with respect to any criminal action or proceeding) Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(g) For purposes of any determination of good faith hereunder, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company or any Affiliate, including financial statements, or on information supplied to Indemnitee by the officers of the Company or an Affiliate in the course of their duties, or on the advice of legal counsel for the Company or an Affiliate or on information or records given or reports made to the Company or an Affiliate by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or an Affiliate. The provisions of this Section 7(g) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

(h) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company or an Affiliate shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

8. REMEDIES IN CASES OF DETERMINATION NOT TO INDEMNIFY OR TO ADVANCE EXPENSES.

(a) In the event that (i) a determination is made that Indemnitee is not entitled to indemnification hereunder, (ii) advances are not made pursuant to Section 6 hereof or (iii) payment has not been timely made following a determination of entitlement to indemnification pursuant to Section 7 hereof, Indemnitee shall be entitled to seek a final adjudication in an appropriate court of the State of Delaware or any other court of competent jurisdiction of Indemnitee’s entitlement to such indemnification or advance.

(b) In the event that a determination has been made in accordance with the procedures set forth in Section 7 hereof, in whole or in part, that Indemnitee is not entitled to indemnification, any such judicial proceeding or arbitration shall be made DE NOVO and Indemnitee shall not be prejudiced by reason of any such prior determination that Indemnitee is not entitled to indemnification.

(c) If a determination is made or deemed to have been made pursuant to the terms of Section 7 or 8 hereof that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration in the absence of (i) a misrepresentation of a material fact by Indemnitee or (ii) a final judicial determination that all or any part of such indemnification is expressly prohibited by law.

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(d) The Company and Indemnitee agree that they shall be precluded from asserting that the procedures and presumptions of this Agreement are not valid, binding and enforceable. The Company and Indemnitee further agree to stipulate in any such court that the Company and Indemnitee are bound by all of the provisions of this Agreement and are precluded from making any assertion to the contrary.

(e) To the extent deemed appropriate by the court, interest shall be paid by the Company to Indemnitee at a reasonable interest rate for amounts which the Company indemnifies or is obliged to indemnify the Indemnitee.

9. EXPENSES INCURRED BY INDEMNITEE TO ENFORCE THIS AGREEMENT. Reasonable expenses incurred by Indemnitee in connection with the preparation and submission of Indemnitee’s request for indemnification hereunder shall be borne by the Company. In the event that Indemnitee is a party to or intervenes in any proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement, Indemnitee, if Indemnitee prevails in whole in such action, shall be entitled to recover from the Company and shall be indemnified by the Company against, any Expenses incurred by Indemnitee. If it is determined that Indemnitee is entitled to indemnification for part (but not all) of the indemnification so requested, Expenses incurred in seeking enforcement of such partial indemnification shall be reasonably prorated among such claims, issues or matters for which the Indemnitee is entitled to indemnification and for such claims, issues or matters for which the Indemnitee is not so entitled.

10. NON-EXCLUSIVITY. The rights of indemnification and to receive advances as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, a certificate of incorporation, By-Laws, any agreement, a vote of stockholders or a resolution of directors or otherwise. No amendment, alteration, rescission or replacement of this Agreement or any provision hereof shall be effective as to Indemnitee with respect to any action taken or omitted to be taken by such Indemnitee in Indemnitee’s position with the Company or an Affiliate or any other entity which Indemnitee is or was serving at the request of the Company prior to such amendment, alteration, rescission or replacement.

11. DURATION OF AGREEMENT. This Agreement shall apply to any claim asserted and any Expenses incurred in connection with any claim asserted on or after the effective date of this Agreement and shall continue until and terminate upon the later of the date: (a) 10 years after Indemnitee has ceased to occupy any of the positions or have any of the relationships described in Section 3 of this Agreement; or (b) one year after the final termination of all pending or threatened Proceedings of the kind described herein with

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respect to Indemnitee. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisee, executors, administrators or other legal representatives.

12. SEVERABILITY. Should any part, term or condition hereof be declared illegal or unenforceable or in conflict with any other law, the validity of the remaining portions or provisions of this Agreement shall not be affected thereby, and the illegal or unenforceable portions of this Agreement shall be and hereby are redrafted to conform with applicable law, while leaving the remaining portions of this Agreement intact.

13. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which shall be deemed an original, but all of which together shall constitute one and the same document.

14. HEADINGS. Section headings are for convenience only and do not control or affect meaning or interpretation of any terms or provisions of this Agreement.

15. MODIFICATION AND WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto.

16. NO DUPLICATIVE PAYMENT. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

17. NOTICES. All notices, requests, demands and other communications provided for by this Agreement shall be in writing (including telecopier or similar writing) and shall be deemed to have been given at the time when mailed in any general or branch office of the United States Postal Service, enclosed in a registered or certificated postpaid envelope, or sent by Federal Express or other similar overnight courier service, addressed to the address of the parties stated below or to such changed address as such party may have fixed by notice or, if given by telecopier, when such telecopy is transmitted and the appropriate answer back is received.

(a) If to Indemnitee, to the address appearing on the signature page hereof.

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(b) If to the Company to:

Loews Cineplex Entertainment Corporation

711 Fifth Avenue

New York, NY 10022

Attention: President and Chief Executive Officer

18. GOVERNING LAW. The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware without regard to its conflicts of law rules.

19. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between the parties and supersedes all proposals, commitments, writings, negotiations and understandings, oral and written, and all other communications between the parties relating to the subject matter of this Agreement. A waiver by any party of any breach or violation of this Agreement shall not be deemed or construed as a waiver of any subsequent breach or violation thereof.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

LOEWS CINEPLEX ENTERTAINMENT CORPORATION
By:
	[Name]
Its:	[Title]
INDEMNITEE
Signature
Name (Printed)
Address
City and State
Telecopier Number

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EX-10.15

Exhibit 10.15

[FORM OF OPTION AGREEMENT]

                                                         Optionee:

This Option and any securities issued upon exercise of this Option are subject to restrictions on voting and transfer and requirements of sale, rights of the Optionee and other provisions as set forth in the Management Stockholders Agreement, dated as of January 12, 2005, among LCE Holdings, Inc., LCE Intermediate Holdings, Inc., LCE Holdco LLC, Loews Cineplex Entertainment Corporation and certain optionholders and stockholders of LCE Holdings, Inc. and LCE Intermediate Holdings, Inc. from time to time party thereto (as amended from time to time, the “Management Stockholders Agreement”) (this Option and any securities issued upon exercise of this Option constitute Management Shares as defined therein).

LCE HOLDINGS, INC. AND

LCE INTERMEDIATE HOLDINGS, INC.

OPTION AGREEMENT

This option (the “Agreement”) is granted by LCE Holdings, Inc. and LCE Intermediate Holdings, Inc. (collectively, the “Companies”, and, as applicable, the “Company”), to the Optionee, pursuant to the Companies’ 2004 Management Stock Option Plan, as amended from time to time (the “Plan”). For the purpose of this Agreement, the “Reference Date” shall mean July 30, 2004, regardless of the date on which this Agreement is entered into.

1.     Grant of Option. This Agreement evidences the grant by the Company as of the Reference Date to the Optionee of an option to purchase (the “Option”), in whole or in part, on the terms provided herein and in the Plan, the number of Class A Common Shares, Class L Common Shares and Preferred Shares in each of Tranche 1, Tranche 2 and Tranche 3 as set forth on Exhibit A hereto at the following prices per share:

(a) Class A Common Shares of LCE Holdings, Inc., par value $.001 per share (the “Class A Common Shares”), at $1.00 per share which shall vest and become exercisable in accordance with Section 2 below;

(b) Class L Common Shares of LCE Holdings, Inc., par value $.001 per share (the “Class L Common Shares”), at $81.00 per share which shall vest and become exercisable in accordance with Section 2 below; and

(c) Cumulative Preferred Shares of LCE Intermediate Holdings, Inc., par value $.001 per share (the “Preferred Shares”), at $100.00 per share which shall vest and become exercisable in accordance with Section 2 below.

2.     Vesting.

(a) Subject to Section 10, the Tranche 1 Options will vest and become exercisable in five equal annual installments on July 30^th of each of 2005, 2006, 2007, 2008 and 2009.

(b) Subject to Section 10, the Tranche 2 Options will vest and become exercisable upon the earlier to occur of (i) the seventh anniversary of the Reference Date and (ii) the occurrence of a Tranche 2 Liquidity Vesting Event; provided, however, that, subject to the foregoing, in the event of the earlier occurrence of a Tranche 2 Non-Liquidity Vesting Event the Tranche 2 Options will vest and become exercisable in five equal annual installments on July 30^th of each of 2005, 2006, 2007, 2008 and 2009.

(c) Subject to Section 10, the Tranche 3 Options will vest and become exercisable upon the earlier to occur of (i) the seventh anniversary of the Reference Date and (ii) the occurrence of a Tranche 3 Liquidity Vesting Event; provided, however, that, subject to the foregoing, in the event of the earlier occurrence of a Tranche 3 Non-Liquidity Vesting Event the Tranche 3 Options will vest and become exercisable in five equal annual installments on July 30^th of each of 2005, 2006, 2007, 2008 and 2009.

3.     Exercise of Option. Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her liquidator or executor or administrator or by the person or persons to whom this Option is transferred by will or the applicable laws of descent and distribution (subject to any restrictions provided under the Plan) and made pursuant to and in accordance with the terms and conditions set forth in the Plan. The Optionee shall not exercise this Option as to any shares unless such Optionee simultaneously exercises this Option as to a proportionate number of Class A Common Shares, Class L Common Shares and Preferred Shares. The latest date on which this Option may be exercised is July 30, 2014, subject to earlier termination in accordance with the terms and provisions of the Plan and this Agreement.

4.     Representations and Warranties of the Parties. Each of the Companies and the Optionee represent and warrant to each other that:

(a) Authorization. Such party has full legal capacity, power, and authority to execute and deliver this Agreement and to perform such party’s obligations hereunder. This Agreement has been duly executed and delivered by such party and is the legal, valid, and binding obligation of such party enforceable against such party in accordance with the terms hereof.

(b) No Conflicts. The execution, delivery, and performance by such party of this Agreement and the consummation by such party of the transactions contemplated hereby will not, with or without the giving of notice or lapse of time, or both (i) violate in any material respect any provision of law, statute, rule or regulation to which such party is subject, (ii) violate in any material respect any order, judgment or decree applicable to such party, or (iii) conflict with, or result in a breach of default under, any term or condition of any agreement or other instrument to which such party is a party or by which such party is bound.

(c) No Other Agreements. Except as provided by this Agreement, the Management Stockholders Agreement, the Registration Rights Agreement and the Plan, such party is not a party to or subject to any agreement or arrangement with respect to the voting or transfer of this Option or the Shares issued upon exercise hereof.

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(d) Thorough Review, etc. Optionee has thoroughly reviewed the Plan and this Agreement in their entirety. Optionee has had an opportunity to obtain the advice of independent counsel (other than counsel to the Company or its Affiliates) prior to executing this Agreement, and fully understands all provisions of the Plan and this Agreement.

5.     Other Agreements. Optionee acknowledges and agrees that the shares received upon exercise of this Option shall be subject to the Management Stockholders Agreement and the transfer and other restrictions, rights, and obligations set forth therein, and Optionee further acknowledges that, as a condition to receiving this Option, Optionee must execute, join and become a party to the Management Stockholders Agreement as a Manager (as such term is defined in the Management Stockholders Agreement) and to the Registration Rights Agreement and by executing the signature page of this Option Agreement, Optionee shall be deemed to have executed, joined and become party to the Management Stockholders Agreement as a Manager and the Registration Rights Agreement.

6.     Confidential Information.

(a) The Optionee acknowledges that the Company and its Affiliates continually develop Confidential Information, that the Optionee may develop Confidential Information for the Company or its Affiliates and that the Optionee may learn of Confidential Information during the course of employment. The Optionee will comply with the policies and procedures of the Company and its Affiliates for protecting Confidential Information and shall not disclose to any Person or use, other than as required by applicable law or for the proper performance of his duties and responsibilities to the Company and its Affiliates, any Confidential Information obtained by the Optionee incident to his employment or other association with the Company or any of its Affiliates. The Optionee understands that this restriction shall continue to apply after his employment terminates, regardless of the reason for such termination.

(b) All documents, records, tapes and other media of every kind and description relating to the business, present or otherwise, of the Company or its Affiliates and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by the Optionee, shall be the sole and exclusive property of the Company and its Affiliates. The Optionee shall safeguard all Documents and shall surrender to the Company at the time his employment terminates, or at such earlier time or times as the Board or its designee may specify, all Documents then in the Optionee’s possession or control.

7.     Non-Solicitation. The Optionee agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates. That being the case, the Optionee agrees that while he is employed by the Company and for one year thereafter, the Optionee will not hire or attempt to hire any employee of the Company or any of its Affiliates at the time of termination of his employment or at any time during the 90 days preceding such termination, directly or indirectly solicit for hire any such employee on behalf of any Person, encourage any such employee to terminate his or her relationship with the Company or any of its

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Affiliates, or solicit or encourage any vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them.

8.     Assignment of Rights to Intellectual Property. The Optionee shall promptly and fully disclose all Intellectual Property to the Company. The Optionee hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the Optionee’s full right, title and interest in and to all Intellectual Property. The Optionee agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Optionee will not charge the Company for time spent in complying with these obligations. All copyrightable works that the Optionee creates shall be considered “work made for hire.”

9.     Enforcement of Covenants. The Optionee acknowledges that he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 6, 7 and 8 hereof. The Optionee agrees that said restraints are necessary for the reasonable and proper protection of the Company and its Affiliates and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The Optionee further acknowledges that, were he to breach any of the covenants contained in Sections 6, 7 and 8 hereof, the damage to the Company would be irreparable. The Optionee therefore agrees that the Company, in addition to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Optionee of any of said covenants, without having to post bond. The parties further agree that, in the event that any provision of Sections 6, 7 and 8 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

10.     Change of Control. Immediately following a Change of Control, all unvested Options shall terminate.

11.     Limited Transferability. The Option shall be transferable by the Optionee to the extent set forth in the Management Stockholders Agreement as in effect on the date hereof (and, with respect to any additional rights or transfer, as such agreement may be amended from time to time) or as may be permitted by the Administrator in accordance with Section 6(b) of the Plan.

12.     Legends. Certificates evidencing any shares issued upon exercise of the Option granted hereby shall bear a legend in substantially the form required by the Management Stockholders Agreement.

13.     Status Change. Upon the termination of the Optionee’s employment with, or other service to, the Company or its Subsidiaries, this Option shall continue or terminate, as and to the extent provided in the Plan.

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14.     Effect on Employment. Neither the grant of this Option, nor the issuance of shares upon exercise of this Option, shall give the Optionee any right to be retained in the employ of the Company or any of its Affiliates, affect the right of the Company or any of its Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her employment at any time.

15.     Provisions of the Plan. This Agreement is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference. A copy of the Plan as in effect on the date of the grant of this Stock Option has been furnished to the Optionee. By exercising all or any part of this Option, the Optionee agrees to be bound by the terms of the Plan and this Option. In the event of any conflict between the terms of this Agreement and the Plan, the terms of this Agreement shall control.

16.     Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of New York without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

17.     Definitions. The initially capitalized terms used herein shall have the meanings set forth herein in the parenthetical following such term or as set forth below. Initially capitalized terms not otherwise defined herein shall have the meaning provided in the Plan or the Management Stockholders Agreement.

“Aggregate Sponsor Investment” means $421,670,572.29.

“Consideration Value” means, at any time, (i) in the case of cash or cash equivalents the actual amount of such cash or cash equivalents and (ii) in the case of Marketable Securities, the weighted average trading price (by dollar volume) of such Marketable Securities for the most recent 30 trading days for such securities prior to the date of the delivery thereof as consideration and (iii) in the case of all other consideration the fair value of said consideration as of the date of the delivery thereof as determined in good faith by the Board.

“Change of Control” has the meaning set forth in the Management Stockholders Agreement.

“Confidential Information” means any and all information of the Company and its Affiliates that is not generally known by others with whom they compete or do business, or with whom any of them plans to compete or do business and any and all information, publicly known in whole or in part or not, which, if disclosed by the Company or its Affiliates would assist in competition against them. Confidential Information includes without limitation such information relating to (i) the development, research, testing, manufacturing, marketing and financial activities of the Company and its Affiliates, (ii) the Products, (iii) the costs, sources of supply, financial performance and strategic plans of the Company and its Affiliates, (iv) the identity and characteristics of the customers of the Company and its Affiliates and (v) the people and organizations

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with whom the Company and its Affiliates have business relationships and those relationships. Confidential Information also includes any information that the Company or any of its Affiliates have received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed.

“Intellectual Property” means inventions, discoveries, developments, methods, processes, compositions, works, concepts and ideas (whether or not patentable or copyrightable or constituting trade secrets) conceived, made, created, developed or reduced to practice by the Executive (whether alone or with others, whether or not during normal business hours or on or off Company premises) during the Executive’s employment and during the period of three (3) months immediately following termination of his/her employment that relate to either the business or any prospective activity of the Company or any of its Affiliates or that make use of Confidential Information or any of the equipment or facilities of the Company or any of its Affiliates.

“Marketable Securities” means any securities that are (i) listed or traded on a any established trading market or quotation system for the trading of securities, including any established electronic securities market and have an average daily trading volume of over $20 million (calculated on 30-day weighted average (by dollar volume) basis) and (ii) tradable in the United States without any further registration under applicable securities laws.

“Original Sponsor Shares” means the Shares originally issued to the Sponsors pursuant to the Sponsor Subscription Agreement.

“Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust and any other entity or organization of any kind, other than the Company or any of its Affiliates.

“Registration Rights Agreement” means the Registration Rights Agreement dated as of July 30, 2004 among LCE Holdings, Inc., LCE Intermediate Holdings, Inc., LCE Holdco LLC, LCE Acquisition Corporation and the investors listed on Schedule 1 thereto.

“Shares” means Class A Common Shares, Class L Common Shares, Preferred Shares and any security received in consideration therefor.

“Sponsor Subscription Agreement” means the Stock Subscription Agreement, dated as of July 30, 2004, among LCE Holdings, Inc., LCE Intermediate Holdings, Inc., LCE Holdco LLC, LCE Acquisition Corporation and the investors listed on Schedule 1 thereto.

“Sponsors” means, collectively, the Bain Investors, the Carlyle Investors and the Spectrum Investors.

“Tranche 2 Liquidity Vesting Event” means (i) a Change of Control transaction in which the Consideration Value of the cash, cash equivalents or Marketable Securities

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represent at least 60% of the Consideration Value of the consideration that the Sponsors receive for their Shares sold in such transaction or (ii) a transaction which includes the first Transfer by one or more Sponsors at or after the IPO (other than to an affiliated fund) in connection with which Sponsor(s) receive cash, cash equivalents or Marketable Securities in consideration for Shares representing at least 25% of the Original Sponsor Shares, in either case, in connection with which the sum of (A) the Consideration Value of the net consideration received by the Sponsors in respect of the Original Sponsor Shares (assuming (x) conversion or exercise of (i) all options and convertible securities that are then exercisable, convertible or exchangeable or which will become exercisable, convertible or exchangeable on or prior to, or by reason of, the Tranche 2 Liquidity Vesting Event, (ii) without regard to the foregoing, all Tranche 2 Options issued by the Company to any Participant, in each case, taking into account the conversion or exercise price thereof and (y) all Original Sponsor Shares that continue to be held by the Sponsors were Transferred in such transaction for the same net per share consideration) plus (B) the aggregate amount of the Consideration Value of any net consideration paid with respect to the Original Sponsor Shares pursuant to any previous transaction(s), equals or exceeds two times (2x) the Aggregate Sponsor Investment.

“Tranche 2 Non-Liquidity Vesting Event” means a Change of Control transaction in which the Consideration Value of the cash, cash equivalents or Marketable Securities represent less than 60% of the Consideration Value of the consideration that the Sponsors receive for their Shares sold in such transaction (such actual percentage, the “Cash Percentage”), in connection with which the sum of (A) the Consideration Value of the net consideration received by the Sponsors in respect of the Original Sponsor Shares (assuming (x) conversion or exercise of (i) all options and convertible securities that are then exercisable, convertible or exchangeable or which will become exercisable, convertible or exchangeable on or prior to, or by reason of, the Tranche 2 Non-Liquidity Vesting Event, (ii) without regard to the foregoing, all Tranche 2 Options issued by the Company to any Participant, in each case, taking into account the conversion or exercise price thereof and (y) all Original Sponsor Shares that continue to be held by the Sponsors were Transferred in such transaction for the same net per share consideration) plus (B) the aggregate amount of the Consideration Value of any net consideration paid with respect to the Original Sponsor Shares pursuant to any previous transaction(s), equals or exceeds two times (2x) the Aggregate Sponsor Investment.

“Tranche 3 Liquidity Vesting Event” means (i) a Change of Control transaction in which the Consideration Value of the cash, cash equivalents or Marketable Securities represent at least 60% of the Consideration Value of the consideration that the Sponsors receive for their Shares sold in such transaction or (ii) a transaction which includes the first Transfer by one or more Sponsors at or after the IPO (other than to an affiliated fund) in connection with which Sponsor(s) receive cash, cash equivalents or Marketable Securities in consideration for Shares representing at least 25% of the Original Sponsor Shares, in either case, in connection with which the sum of (A) the Consideration Value of the net consideration received by the Sponsors in respect of the Original Sponsor Shares (assuming (x) conversion or exercise of (i) all options and convertible securities that are then exercisable, convertible or exchangeable or which will become exercisable, convertible or exchangeable on or prior to, or by reason of, the Tranche 3 Liquidity

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Vesting Event, (ii) without regard to the foregoing, all Tranche 2 Options and Tranche 3 Options issued by the Company to any Participant, in each case, taking into account the conversion or exercise price thereof and (y) all Original Sponsor Shares that continue to be held by the Sponsors were Transferred in such transaction for the same net per share consideration) plus (B) the aggregate amount of the Consideration Value of any net consideration paid with respect to the Original Sponsor Shares pursuant to any previous transaction(s), equals or exceeds three times (3x) the Aggregate Sponsor Investment.

“Tranche 3 Non-Liquidity Vesting Event” means a Change of Control transaction in which the Consideration Value of the cash, cash equivalents or Marketable Securities represent less than 60% of the Consideration Value of the consideration that the Sponsors receive for their Shares sold in such transaction (such actual percentage, the “Cash Percentage”) in connection with which the sum of (A) the Consideration Value of the net consideration received by the Sponsors in respect of the Original Sponsor Shares (assuming (x) conversion or exercise of (i) all options and convertible securities that are then exercisable, convertible or exchangeable or which will become exercisable, convertible or exchangeable on or prior to, or by reason of, the Tranche 3 Non-Liquidity Vesting Event, (ii) without regard to the foregoing, all Tranche 2 Options and Tranche 3 Options issued by the Company to any Participant, in each case, taking into account the conversion or exercise price thereof and (y) all Original Sponsor Shares that continue to be held by the Sponsors were Transferred in such transaction for the same net per share consideration) plus (B) the aggregate amount of the Consideration Value of any net consideration paid with respect to the Original Sponsor Shares pursuant to any previous transaction(s), equals or exceeds three times (3x) the Aggregate Sponsor Investment.

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IN WITNESS WHEREOF, each Company has caused this Option to be executed under its corporate seal by its duly authorized officer. This Option shall take effect as a sealed instrument.

LCE HOLDINGS, INC.
By:
	Name: Title:

LCE INTERMEDIATE HOLDINGS, INC.
By:
	Name: Title:

Dated: January , 2005

Acknowledged and Agreed

Exhibit A

	Tranche 1	Tranche 2	Tranche 3	Total
Class A Common Stock
Class L Common Stock
Cumulative Preferred Stock

EX-10.16

Exhibit 10.16

OPTION AGREEMENT

Optionee: Travis Reid                

This Option and any securities issued upon exercise of this Option are subject to restrictions on voting and transfer and requirements of sale, rights of the Optionee and other provisions as set forth in the Management Stockholders Agreement, dated as of January 12, 2005, among LCE Holdings, Inc., LCE Intermediate Holdings, Inc., LCE Holdco LLC, Loews Cineplex Entertainment Corporation and certain optionholders and stockholders of LCE Holdings, Inc. and LCE Intermediate Holdings, Inc. from time to time party thereto (as amended from time to time, the “Management Stockholders Agreement”) (this Option and any securities issued upon exercise of this Option constitute Management Shares as defined therein).

LCE HOLDINGS, INC. AND

LCE INTERMEDIATE HOLDINGS, INC.

OPTION AGREEMENT

This option (the “Agreement”) is granted by LCE Holdings, Inc. and LCE Intermediate Holdings, Inc. (collectively, the “Companies”, and, as applicable, the “Company”), to the Optionee, pursuant to the Companies’ 2004 Management Stock Option Plan, as amended from time to time (the “Plan”). For the purpose of this Agreement, the “Reference Date” shall mean July 30, 2004, regardless of the date on which this Agreement is entered into.

1. Grant of Option. This Agreement evidences the grant by the Company on January 12, 2005 to the Optionee of an option to purchase (the “Option”), in whole or in part, on the terms provided herein and in the Plan, the number of Class A Common Shares, Class L Common Shares and Preferred Shares in each of Tranche 1, Tranche 2 and Tranche 3 as set forth on Exhibit A hereto at the following prices per share:

(a) Class A Common Shares of LCE Holdings, Inc., par value $.001 per share (the “Class A Common Shares”), at $1.00 per share which shall vest and become exercisable in accordance with Section 2 below;

(b) Class L Common Shares of LCE Holdings, Inc., par value $.001 per share (the “Class L Common Shares”), at $81.00 per share which shall vest and become exercisable in accordance with Section 2 below; and

(c) Cumulative Preferred Shares of LCE Intermediate Holdings, Inc., par value $.001 per share (the “Preferred Shares”), at $100.00 per share which shall vest and become exercisable in accordance with Section 2 below.

2. Vesting.

(a) Subject to Section 10, the Tranche 1 Options will vest and become exercisable in five equal annual installments on July 30^th of each of 2005, 2006, 2007, 2008 and 2009.

(b) Subject to Section 10, the Tranche 2 Options will vest and become exercisable upon the earlier to occur of (i) the seventh anniversary of the Reference Date and (ii) the occurrence of a Tranche 2 Liquidity Vesting Event; provided, however, that, subject to the foregoing, in the event of the earlier occurrence of a Tranche 2 Non-Liquidity Vesting Event the Tranche 2 Options will vest and become exercisable in five equal annual installments on July 30^th of each of 2005, 2006, 2007, 2008 and 2009.

(c) Subject to Section 10, the Tranche 3 Options will vest and become exercisable upon the earlier to occur of (i) the seventh anniversary of the Reference Date and (ii) the occurrence of a Tranche 3 Liquidity Vesting Event; provided, however, that, subject to the foregoing, in the event of the earlier occurrence of a Tranche 3 Non-Liquidity Vesting Event the Tranche 3 Options will vest and become exercisable in five equal annual installments on July 30^th of each of 2005, 2006, 2007, 2008 and 2009.

3. Exercise of Option. Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her liquidator or executor or administrator or by the person or persons to whom this Option is transferred by will or the applicable laws of descent and distribution (subject to any restrictions provided under the Plan) and made pursuant to and in accordance with the terms and conditions set forth in the Plan. The Optionee shall not exercise this Option as to any shares unless such Optionee simultaneously exercises this Option as to a proportionate number of Class A Common Shares, Class L Common Shares and Preferred Shares. The latest date on which this Option may be exercised is July 30, 2014, subject to earlier termination in accordance with the terms and provisions of the Plan and this Agreement.

4. Representations and Warranties of the Parties. Each of the Companies and the Optionee represent and warrant to each other that:

(a) Authorization. Such party has full legal capacity, power, and authority to execute and deliver this Agreement and to perform such party’s obligations hereunder. This Agreement has been duly executed and delivered by such party and is the legal, valid, and binding obligation of such party enforceable against such party in accordance with the terms hereof.

(b) No Conflicts. The execution, delivery, and performance by such party of this Agreement and the consummation by such party of the transactions contemplated hereby will not, with or without the giving of notice or lapse of time, or both (i) violate in any material respect any provision of law, statute, rule or regulation to which such party is subject, (ii) violate in any material respect any order, judgment or decree applicable to such party, or (iii) conflict with, or result in a breach of default under, any term or condition of any agreement or other instrument to which such party is a party or by which such party is bound.

(c) No Other Agreements. Except as provided by this Agreement, the Management Stockholders Agreement, the Registration Rights Agreement and the Plan, such party is not a party to or subject to any agreement or arrangement with respect to the voting or transfer of this Option or the Shares issued upon exercise hereof.

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(d) Thorough Review, etc. Optionee has thoroughly reviewed the Plan and this Agreement in their entirety. Optionee has had an opportunity to obtain the advice of independent counsel (other than counsel to the Company or its Affiliates) prior to executing this Agreement, and fully understands all provisions of the Plan and this Agreement.

5. Other Agreements. Optionee acknowledges and agrees that the shares received upon exercise of this Option shall be subject to the Management Stockholders Agreement and the transfer and other restrictions, rights, and obligations set forth therein, and Optionee further acknowledges that, as a condition to receiving this Option, Optionee must execute, join and become a party to the Management Stockholders Agreement as a Manager (as such term is defined in the Management Stockholders Agreement) and to the Registration Rights Agreement and by executing the signature page of this Option Agreement, Optionee shall be deemed to have executed, joined and become party to the Management Stockholders Agreement as a Manager and the Registration Rights Agreement. Notwithstanding the foregoing or any other provisions of this Option Agreement, the provisions of Section 4.1 of the Management Stockholders Agreement shall also apply to the Shares issued upon exercise hereof if a Prospective Selling Stockholder proposes to sell any Shares to any Prospective Buyer(s) that is not a Permitted Transferee in a Transfer that is an Excepted Transfer.

6. Confidential Information.

(a) The Optionee acknowledges that the Company and its Affiliates continually develop Confidential Information, that the Optionee may develop Confidential Information for the Company or its Affiliates and that the Optionee may learn of Confidential Information during the course of employment. The Optionee will comply with the policies and procedures of the Company and its Affiliates for protecting Confidential Information and shall not disclose to any Person or use, other than as required by applicable law or for the proper performance of his duties and responsibilities to the Company and its Affiliates, any Confidential Information obtained by the Optionee incident to his employment or other association with the Company or any of its Affiliates. The Optionee understands that this restriction shall continue to apply after his employment terminates, regardless of the reason for such termination.

(b) All documents, records, tapes and other media of every kind and description relating to the business, present or otherwise, of the Company or its Affiliates and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by the Optionee, shall be the sole and exclusive property of the Company and its Affiliates. The Optionee shall safeguard all Documents and shall surrender to the Company at the time his employment terminates, or at such earlier time or times as the Board or its designee may specify, all Documents then in the Optionee’s possession or control.

7. Non-Solicitation. The Optionee agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates. That being the case, the Optionee agrees that while he is employed by the Company and for eighteen months thereafter,

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the Optionee will not hire or attempt to hire any employee of the Company or any of its Affiliates at the time of termination of his employment or at any time during the 90 days preceding such termination, directly or indirectly solicit for hire any such employee on behalf of any Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates, or solicit or encourage any vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them.

8. Assignment of Rights to Intellectual Property. The Optionee shall promptly and fully disclose all Intellectual Property to the Company. The Optionee hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the Optionee’s full right, title and interest in and to all Intellectual Property. The Optionee agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Optionee will not charge the Company for time spent in complying with these obligations. All copyrightable works that the Optionee creates shall be considered “work made for hire.”

9. Enforcement of Covenants. The Optionee acknowledges that he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 6, 7 and 8 hereof. The Optionee agrees that said restraints are necessary for the reasonable and proper protection of the Company and its Affiliates and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The Optionee further acknowledges that, were he to breach any of the covenants contained in Sections 6, 7 and 8 hereof, the damage to the Company would be irreparable. The Optionee therefore agrees that the Company, in addition to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Optionee of any of said covenants, without having to post bond. The parties further agree that, in the event that any provision of Sections 6, 7 and 8 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

10. Change of Control. Immediately following a Change of Control, all unvested Options shall terminate; provided, however, that (i) all unvested Tranche 1 Options, (ii) if there shall have occurred a Tranche 2 Non-Liquidity Vesting Event, all unvested Tranche 2 Options and (iii) if there shall have occurred a Tranche 3 Non-Liquidity Vesting Event, all unvested Tranche 3 Options, at the option of the Board, shall either (a) be replaced by a package of equivalent economic value, as determined by the Board, or (b) immediately vest and become fully exercisable prior to such Change of Control on a basis that gives the holder of the Option a reasonable opportunity, as determined by the Board, to participate as a stockholder in the Change of Control transaction following exercise, and the Option will terminate upon consummation of the Change of Control transaction; and provided further however, that in the event of a Change of Control Transaction which is a Tranche 3 Liquidity Vesting Event all unvested Tranche 1 Options shall immediately vest and become fully exercisable prior to such Change of Control. In

4

the case the Board shall propose a package of equivalent economic value pursuant to the first proviso of the immediately preceding sentence, if the Optionee delivers a written notice objecting to the value of such proposed package within five days of receiving a notice of such determination, the value of such proposed package and of the unvested Tranche 1 Options, the unvested Tranche 2 Options and unvested Tranche 3 Options will be determined by a mutually acceptable “bulge bracket” independent investment bank. In the event the Company and the Optionee are unable to reach agreement upon a mutually acceptable “bulge bracket” investment bank within 20 days of such notice, the Company and the Optionee shall each select a “bulge bracket” investment bank within 25 days of such notice which two investment banks shall select a third “bulge bracket” investment bank to make such determination within 5 days of their selection. The costs and expenses of such investment banks shall be shared equally by the Company and the Optionee.

11. Limited Transferability. The Option shall be transferable by the Optionee to the extent set forth in the Management Stockholders Agreement as in effect on the date hereof (and, with respect to any additional rights or transfer, as such agreement may be amended from time to time) or as may be permitted by the Administrator in accordance with Section 6(b) of the Plan.

12. Legends. Certificates evidencing any shares issued upon exercise of the Option granted hereby shall bear a legend in substantially the form required by the Management Stockholders Agreement.

13. Status Change. Upon the termination of the Optionee’s employment with, or other service to, the Company or its Subsidiaries, this Option shall continue or terminate, as and to the extent provided in the Plan.

14. Effect on Employment. Neither the grant of this Option, nor the issuance of shares upon exercise of this Option, shall give the Optionee any right to be retained in the employ of the Company or any of its Affiliates, affect the right of the Company or any of its Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her employment at any time.

15. Provisions of the Plan. This Agreement is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference. A copy of the Plan as in effect on the date of the grant of this Stock Option has been furnished to the Optionee. By exercising all or any part of this Option, the Optionee agrees to be bound by the terms of the Plan and this Option. In the event of any conflict between the terms of this Agreement and the Plan, the terms of this Agreement shall control.

16. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of New York without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

17. Definitions. The initially capitalized terms used herein shall have the meanings set forth herein in the parenthetical following such term or as set forth below. Initially

5

capitalized terms not otherwise defined herein shall have the meaning provided in the Plan or the Management Stockholders Agreement.

“Aggregate Sponsor Investment” means $421,670,572.29.

“Consideration Value” means, at any time, (i) in the case of cash or cash equivalents the actual amount of such cash or cash equivalents and (ii) in the case of Marketable Securities, the weighted average trading price (by dollar volume) of such Marketable Securities for the most recent 30 trading days for such securities prior to the date of the delivery thereof as consideration and (iii) in the case of all other consideration the fair value of said consideration as of the date of the delivery thereof as determined in good faith by the Board. In the event that the Optionee delivers a written notice to the Company disputing the Company’s Consideration Value determination within five days of receiving such determination, the Consideration Value will be determined by a mutually acceptable “bulge bracket” independent investment bank, and such value will be based on the standards set forth in this Agreement. In the event the Company and the Optionee are unable to reach agreement upon a mutually acceptable “bulge bracket” investment bank within 20 days of such notice, the Company and the Optionee shall each select a “bulge bracket” investment bank within 25 days of such notice which two investment banks shall select a third “bulge bracket” investment bank to make such determination within 5 days of their selection. The costs and expenses of such investment banks shall be shared equally by the Company and the Optionee.

“Change of Control” has the meaning set forth in the Management Stockholders Agreement.

“Confidential Information” means any and all information of the Company and its Affiliates that is not generally known by others with whom they compete or do business, or with whom any of them plans to compete or do business and any and all information, publicly known in whole or in part or not, which, if disclosed by the Company or its Affiliates would assist in competition against them. Confidential Information includes without limitation such information relating to (i) the development, research, testing, manufacturing, marketing and financial activities of the Company and its Affiliates, (ii) the Products, (iii) the costs, sources of supply, financial performance and strategic plans of the Company and its Affiliates, (iv) the identity and characteristics of the customers of the Company and its Affiliates and (v) the people and organizations with whom the Company and its Affiliates have business relationships and those relationships. Confidential Information also includes any information that the Company or any of its Affiliates have received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed.

“Intellectual Property” means inventions, discoveries, developments, methods, processes, compositions, works, concepts and ideas (whether or not patentable or copyrightable or constituting trade secrets) conceived, made, created, developed or reduced to practice by the Executive (whether alone or with others, whether or not during normal business hours or on or off Company premises) during the Executive’s

6

employment and during the period of three (3) months immediately following termination of his/her employment that relate to either the business or any prospective activity of the Company or any of its Affiliates or that make use of Confidential Information or any of the equipment or facilities of the Company or any of its Affiliates.

“Marketable Securities” means any securities that are (i) listed or traded on a any established trading market or quotation system for the trading of securities, including any established electronic securities market and have an average daily trading volume of over $20 million (calculated on 30-day weighted average (by dollar volume) basis) and (ii) tradable in the United States without any further registration under applicable securities laws.

“Original Sponsor Shares” means the Shares originally issued to the Sponsors pursuant to the Sponsor Subscription Agreement.

“Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust and any other entity or organization of any kind, other than the Company or any of its Affiliates.

“Registration Rights Agreement” means the Registration Rights Agreement dated as of July 30, 2004 among LCE Holdings, Inc., LCE Intermediate Holdings, Inc., LCE Holdco LLC, LCE Acquisition Corporation and the investors listed on Schedule 1 thereto.

“Shares” means Class A Common Shares, Class L Common Shares, Preferred Shares and any security received in consideration therefor.

“Sponsor Subscription Agreement” means the Stock Subscription Agreement, dated as of July 30, 2004, among LCE Holdings, Inc., LCE Intermediate Holdings, Inc., LCE Holdco LLC, LCE Acquisition Corporation and the investors listed on Schedule 1 thereto.

“Sponsors” means, collectively, the Bain Investors, the Carlyle Investors and the Spectrum Investors.

“Tranche 2 Liquidity Vesting Event” means (i) a Change of Control transaction in which the Consideration Value of the cash, cash equivalents or Marketable Securities represent at least 60% of the Consideration Value of the consideration that the Sponsors receive for their Shares sold in such transaction or (ii) a transaction which includes the first Transfer by one or more Sponsors at or after the IPO (other than to an affiliated fund) in connection with which Sponsor(s) receive cash, cash equivalents or Marketable Securities in consideration for Shares representing at least 25% of the Original Sponsor Shares, in either case, in connection with which the sum of (A) the Consideration Value of the net consideration received by the Sponsors in respect of the Original Sponsor Shares (assuming (x) conversion or exercise of (i) all options and convertible securities that are then exercisable, convertible or exchangeable or which will become exercisable, convertible or exchangeable on or prior to, or by reason of, the Tranche 2 Liquidity Vesting Event, (ii) without regard to the foregoing, all Tranche 2 Options issued by the

7

Company to any Participant, in each case, taking into account the conversion or exercise price thereof and (y) all Original Sponsor Shares that continue to be held by the Sponsors were Transferred in such transaction for the same net per share consideration) plus (B) the aggregate amount of the Consideration Value of any net consideration paid with respect to the Original Sponsor Shares pursuant to any previous transaction(s), equals or exceeds two times (2x) the Aggregate Sponsor Investment.

“Tranche 2 Non-Liquidity Vesting Event” means (i) a Change of Control transaction in which the Consideration Value of the cash, cash equivalents or Marketable Securities represent less than 60% of the Consideration Value of the consideration that the Sponsors receive for their Shares sold in such transaction (such actual percentage, the “Cash Percentage”), in connection with which the sum of (A) the Consideration Value of the net consideration received by the Sponsors in respect of the Original Sponsor Shares (assuming (x) conversion or exercise of (i) all options and convertible securities that are then exercisable, convertible or exchangeable or which will become exercisable, convertible or exchangeable on or prior to, or by reason of, the Tranche 2 Non-Liquidity Vesting Event, (ii) without regard to the foregoing, all Tranche 2 Options issued by the Company to any Participant, in each case, taking into account the conversion or exercise price thereof and (y) all Original Sponsor Shares that continue to be held by the Sponsors were Transferred in such transaction for the same net per share consideration) plus (B) the aggregate amount of the Consideration Value of any net consideration paid with respect to the Original Sponsor Shares pursuant to any previous transaction(s), equals or exceeds two times (2x) the Aggregate Sponsor Investment or (ii) a resignation by the Optionee in the case where, at the time such resignation is effective, a 100% cash Change of Control transaction for the then fair market value would have resulted in a Tranche 2 Liquidity Vesting Event.

“Tranche 3 Liquidity Vesting Event” means (i) a Change of Control transaction in which the Consideration Value of the cash, cash equivalents or Marketable Securities represent at least 60% of the Consideration Value of the consideration that the Sponsors receive for their Shares sold in such transaction or (ii) a transaction which includes the first Transfer by one or more Sponsors at or after the IPO (other than to an affiliated fund) in connection with which Sponsor(s) receive cash, cash equivalents or Marketable Securities in consideration for Shares representing at least 25% of the Original Sponsor Shares, in either case, in connection with which the sum of (A) the Consideration Value of the net consideration received by the Sponsors in respect of the Original Sponsor Shares (assuming (x) conversion or exercise of (i) all options and convertible securities that are then exercisable, convertible or exchangeable or which will become exercisable, convertible or exchangeable on or prior to, or by reason of, the Tranche 3 Liquidity Vesting Event, (ii) without regard to the foregoing, all Tranche 2 Options and Tranche 3 Options issued by the Company to any Participant, in each case, taking into account the conversion or exercise price thereof and (y) all Original Sponsor Shares that continue to be held by the Sponsors were Transferred in such transaction for the same net per share consideration) plus (B) the aggregate amount of the Consideration Value of any net consideration paid with respect to the Original Sponsor Shares pursuant to any previous transaction(s), equals or exceeds three times (3x) the Aggregate Sponsor Investment.

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“Tranche 3 Non-Liquidity Vesting Event” means (i) a Change of Control transaction in which the Consideration Value of the cash, cash equivalents or Marketable Securities represent less than 60% of the Consideration Value of the consideration that the Sponsors receive for their Shares sold in such transaction (such actual percentage, the “Cash Percentage”) in connection with which the sum of (A) the Consideration Value of the net consideration received by the Sponsors in respect of the Original Sponsor Shares (assuming (x) conversion or exercise of (i) all options and convertible securities that are then exercisable, convertible or exchangeable or which will become exercisable, convertible or exchangeable on or prior to, or by reason of, the Tranche 3 Non-Liquidity Vesting Event, (ii) without regard to the foregoing, all Tranche 2 Options and Tranche 3 Options issued by the Company to any Participant, in each case, taking into account the conversion or exercise price thereof and (y) all Original Sponsor Shares that continue to be held by the Sponsors were Transferred in such transaction for the same net per share consideration) plus (B) the aggregate amount of the Consideration Value of any net consideration paid with respect to the Original Sponsor Shares pursuant to any previous transaction(s), equals or exceeds three times (3x) the Aggregate Sponsor Investment or (ii) a resignation by the Optionee in the case where, at the time such resignation is effective, a 100% cash Change of Control transaction for the then fair market value would have resulted in a Tranche 3 Liquidity Vesting Event.

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IN WITNESS WHEREOF, each Company has caused this Option to be executed under its corporate seal by its duly authorized officer. This Option shall take effect as a sealed instrument.

LCE HOLDINGS, INC.
By:
	Name: Title:

LCE INTERMEDIATE HOLDINGS, INC.
By:
	Name: Title:

Dated:

Acknowledged and Agreed

_________________________

Name: Travis Reid

Exhibit A

	Tranche 1	Tranche 2	Tranche 3	Total
Class A Common Stock	127,103.67	127,103.67	127,103.66	381,311
Class L Common Stock	14,122.67	14,122.67	14,122.66	42,368
Cumulative Preferred Stock	2,530	2,530	2,530	7,590

EX-12

Exhibit 12

LOEWS CINEPLEX ENTERTAINMENT

FIXED CHARGES RATIOS

	Year Ended 02/28/2001			Year Ended 02/28/2002			One Month Ended 03/31/2002			Period from 04/01/2002 12/31/2002			Year Ended 12/31/2003			Seven Months Ended 07/31/2004			Five Months Ended 12/31/2004
Fixed Charges:
Interest expense, net	$	98,601		$	60,866		$	3,914		$	30,613		$	35,262		$	16,663		$	36,005
Add back:
Interest income		2,905			1,894			317			2,878			4,479			2,888			1,857
Interest capitalized		1,329			1,807			0			493			42			107			138
Amortization of premiums, discounts and capitalized expenses related to indebtedness			—		—				—			—			—		6,856	(2)		882	(2)
Estimated interest portion of rental expense(1)		37,983			32,736			2,739			24,090			33,528			19,767			14,157
Total fixed charges	$	140,818		$	97,303		$	6,970		$	58,074		$	73,311		$	46,281		$	53,039
Pre-tax income/(loss) from continuing operations before adjustments for minority interests in consolidated subsidiaries or income or loss from equity investees		($416,422	)		($183,602	)		($103	)	$	21,890		$	39,492		$	26,499			($27,540	)
Add:
Fixed charges		140,818			97,303			6,970			58,074			73,311			46,281			53,039
Amortization of capitalized interest		374			547			0			4			18			12			11
Less:
Interest capitalized		1,329			1,807			0			493			42			107			138
Total Earnings		($276,559	)		($87,559	)	$	6,867		$	79,475		$	112,779		$	72,685		$	25,372
Ratio		*			*			*			1.37			1.54			1.57			*

The ratio of earnings to fixed charges represents the number of times fixed charges are covered by earnings. For purposes of computing this ratio, earnings consist of earnings/(loss) from continuing operations before income taxes, plus fixed charges (excluding capitalized interest), amortization of capitalized interest, and undistributed equity in losses of joint ventures. Fixed charges consist of interest expense, interest capitalized and one-third of base rent expense on operating leases, estimated by the Company to be representative of the interest factor attributable to such rent expense.

(1) - - Used one-third of base rent expense

* - Due to the registrants losses for the years ended February 28, 2001 and 2002, the one month ended March 31, 2002 and the five months ended December 31, 2004, the ratio coverage was less than 1:1. The registrant must generate additional earnings of $417,377, $184,852, $103 and $27,687 for the year ended February 28, 2001, the year ended February 28, 2002, the one month ended March 31, 2002 and the five months ended December 31, 2004, respectively, to achieve a ratio of 1:1 for those periods.

(2) - Write-off of the remaining deferred financing fee on our then existing term and priority secured notes that were paid off in conjunction with our sale and the write-off of deferred financing fees on the then existing Mexican debt which was refinanced in August 2004.

EX-21

Exhibit 21

Subsidiary	Jurisdiction of Organization
71st & 3rd Ave. Corp.	NY
Brick Plaza Cinemas, Inc.	NJ
Cineplex Odeon (Barbados), Inc. †	Barbados
Cityplace Cinemas, Inc.	TX
Crescent Advertising Corporation	NY
Crestwood Cinemas, Inc.	IL
Downtown Boston Cinemas, LLC	DE
Eton Amusement Corporation	NY
Fall River Cinema, Inc.	MA
Farmers Cinemas, Inc.	DE
Forty-Second Street Cinemas, Inc.	NY
Fountain Cinemas, Inc.	TX
Gateway Cinemas, LLC	DE
Hawthorne Amusement Corporation	NY
Hinsdale Amusement Corporation	NY
Illinois Cinemas, Inc.	IL
Jersey Garden Cinemas, Inc.	NJ
Kips Bay Cinemas, Inc.	DE
Lance Theatre Corporation	NY
LCE AcquisitionSub, Inc.	DE
LCE Italian Holdco S.a.r.l.†	Italy
LCE Lux HoldCo S.a.r.l.	Luxembourg
LCE Mexican Holdings, Inc.	DE
LCE Polska Holding Sp.z.o.o. †	Poland
LCI Holdings Finance CV†	Netherlands
LCI Intangibles Holdings (Cayman) L.D.C. †	Cayman Islands
Lewisville Cinemas, LLC	DE
Liberty Tree Cinema Corp.	MA
Loeks Acquisition Corp.	DE
Loeks-Star Partners	MI
Loews Akron Cinemas, Inc.	DE
Loews Arlington Cinemas, Inc.	DE
Loews Arlington West Cinemas, Inc.	TX
Loews Astor Plaza, Inc.	NY
Loews Baltimore Cinemas, Inc.	MD
Loews Bay Terrace Cinemas, Inc.	DE
Loews Berea Cinemas, Inc.	DE
Loews Boulevard Cinemas, Inc.	NY
Loews Bristol Cinemas, Inc.	CT
Loews Broadway Cinemas, Inc.	NY
Loew’s California Theatres, Inc.	NY
Loews Centerpark Cinemas, Inc.	MD
Loews Century Mall Cinemas, Inc.	IN
Loews Cheri Cinemas, Inc.	MA
Loews Cherry Tree Mall Cinemas, Inc.	IN
Loews Chicago Cinemas, Inc.	IL
Loews Cineplex Entertainment Gift Card Corporation	VA
Loews Cineplex International Holdings, Inc.	DE
Loews Cineplex Theatres, Inc.	DE
Loews Cineplex Theatres Holdco, Inc.	DE
Loews Cineplex U.S. Callco, LLC†	DE
Loews Citywalk Theatre Corporation	CA
Loews Connecticut Cinemas, Inc.	CT
Loews Crystal Run Cinemas, Inc.	NY
Loews Deauville North Cinemas, Inc.	TX
Loews East Hanover Cinemas, Inc.	NJ
Loews East Village Cinemas, Inc.	NY

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Subsidiary	Jurisdiction of Organization
Loews Elmwood Cinemas, Inc.	NY
Loews Fort Worth Cinemas, Inc.	TX
Loews Freehold Mall Cinemas, Inc.	NJ
Loews Fresh Pond Cinemas, Inc.	MA
Loews Garden State Cinemas, LLC	DE
Loews Greenwood Cinemas, Inc.	DE
Loews Houston Cinemas, Inc.	TX
Loews Lafayette Cinemas, Inc.	IN
Loews Levittown Cinemas, Inc.	NY
Loews Lincoln Plaza Cinemas, Inc.	TX
Loews Lincoln Theatre Holding Corp.	NY
Loews Mauritius Holding Company†	Mauritius
Loews Meadowland Cinemas 8, Inc.	NJ
Loews Meadowland Cinemas, Inc.	NJ
Loews Merrillville Cinemas, Inc.	IL
Loews Montgomery Cinemas, Inc.	PA
Loews Mountainside Cinemas, Inc.	NJ
Loews New Jersey Cinemas, Inc.	NJ
Loews Newark Cinemas, Inc.	NJ
Loews North Versailles Cinemas, LLC	DE
Loews Orpheum Cinemas, Inc.	NY
Loews Palisades Center Cinemas, Inc.	NY
Loews Pentagon City Cinemas, Inc.	VA
Loews Piper’s Theaters, Inc.	IL
Loews Plainville Cinemas, LLC	DE
Loews Richmond Mall Cinemas, Inc.	OH
Loews Ridgefield Park Cinemas, Inc.	NJ
Loews Rolling Meadows Cinemas, Inc.	IL
Loews Roosevelt Field Cinemas, Inc.	NY
Loews Stonybrook Cinemas, Inc.	DE
Loews Theatre Management Corp.	DE
Loews Theatres Clearing Corp.	DE
Loews Toms River Cinemas, Inc.	NJ
Loews Trylon Theatre, Inc.	NY
Loews USA Cinemas, Inc.	DE
Loews Vestal Cinemas, Inc.	DE
Loews Washington Cinemas, Inc.	DE
Loews West Long Branch Cinemas, Inc.	NJ
Loews-Hartz Music Makers Theatres, Inc.	NJ
LTM New York, Inc.	DE
LTM Turkish Holdings, Inc.	DE
Methuen Cinemas, LLC	DE
Mid-States Theatres, Inc.	OH
Music Makers Theatres, Inc.	NJ
New Brunswick Cinemas, Inc.	NJ
Nickelodeon Boston, Inc.	MA
North Star Cinemas, Inc.	IL
Ohio Cinemas, LLC	DE
Parkchester Amusement Corporation	NY
Parsippany Theatre Corp.	NJ
Plitt Southern Theatres, Inc.	DE
Plitt Theatres, Inc.	DE
Poli-New England Theatres, Inc.	DE
Putnam Theatrical Corporation	NY
Red Bank Theatre Corporation	NJ
Richmond Mall Cinemas, LLC	DE
RKO Century Warner Theatres, Inc.	DE
Rosemont Cinemas, Inc.	IL
S&J Theatres Inc.	CA
Sack Theatres, Inc.	MA

2

Subsidiary	Jurisdiction of Organization
Skokie Cinemas, Inc.	IL
South Holland Cinemas, Inc.	IL
Springfield Cinemas, LLC	DE
Star Theatres of Michigan, Inc.	DE
Star Theatres, Inc.	DE
Stroud Mall Cinemas, Inc.	PA
Talent Booking Agency, Inc.	NY
The Walter Reade Organization, Inc.	DE
Theater Holdings, Inc.	DE
Thirty-Fourth Street Cinemas, Inc.	NY
U.S.A. Cinemas, Inc.	DE
Waterfront Cinemas, LLC	DE
Webster Chicago Cinemas, Inc.	IL
White Marsh Cinemas, Inc.	NJ
Woodfield Cinemas, Inc.	IL
Woodridge Cinemas, Inc.	IL
Grupo Cinemex, S.A. de C.V. †	Mexico
Cadena Mexicana de Exhibicion, S.A. de C.V. †	Mexico
Symphony Subsisting Vehicle S.R.L. de C.V. †	Mexico
Cinemex Altavista, S.A. de C.V. †	Mexico
Cinemex Santa Fe, S.A. de C.V. †	Mexico
Cinemex Loreto, S.A. de C.V. (antes Bazar) †	Mexico
Cinemex Los Reyes, S.A. de C.V. †	Mexico
Cinemex Masaryk, S.A. de C.V. †	Mexico
Cinemex Manacar, S.A. de C.V. †	Mexico
Cinemex Perinorte, S.A. de C.V. †	Mexico
Cinemex Metepec, S.A. de C.V. (antes Toluca) †	Mexico
Cinemex Galerias, S.A. de C.V. †	Mexico
Cinemex Ecatepec, S.A. de C.V. †	Mexico
Cinemex San Mateo, S.A. de C.V. †	Mexico
Cinemex Universidad, S.A. de C.V. †	Mexico
Cinemex Coapa, S.A. de C.V. †	Mexico
Cinemex Cuicuilco, S.A. de C.V. (antes Peña Pobre) †	Mexico
Cinemex San Antonio, S.A. de C.V. (f/k/a Cinemex Exhibimex, S.A. de C.V. and Cinemex Perinorte II, S.A. de C.V.) †	Mexico
Cinemex Palacio Chino, S.A. de C.V. (antes Alameda) †	Mexico
Cinemex Real, S.A. de C.V. (antes Alameda II) †	Mexico
Cinemex Ticoman, S.A. de C.V. †	Mexico
Cinemex Mundo E, S.A. de C.V. †	Mexico
Cinemex Legaria, S.A. de C.V. †	Mexico
Cinemex WTC, S.A. de C.V. (f/k/a Cinemex Insurgentes S.A. de C.V.) †	Mexico
Cinemex Diana, S.A. de C.V. (antes Cuernavaca) †	Mexico
Cinemex Palomas, S.A. de C.V. †	Mexico
Cinemex Plaza Sur, S.A. de C.V. †	Mexico
Cinemex Zaragoza, S.A. de C.V. †	Mexico
Cinemex Plaza Insurgentes, S.A. de C.V. †	Mexico
Cinemex Iztapalapa, S.A. de C.V. †	Mexico
Cinemex Cuauhtemoc, S.A. de C.V. †	Mexico
Cinemex Misterios, S.A. de C.V. †	Mexico
Cinemex Tenayuca, S.A. de C.V. †	Mexico
Cinemex Toluca II, S.A. de C.V. †	Mexico
Cinemex Jacarandas, S.A. de C.V. †	Mexico
Cinemex Polanco, S.A. de C.V. †	Mexico
Cinemex El Risco, S.A. de C.V. †	Mexico
Cinemex El Rosario, S.A. de C.V. †	Mexico
Cinemex Coacalco, S.A. de C.V. †	Mexico
Cinemex Aragon, S.A. de C.V. †	Mexico
Arrendadora Inmobiliaria Cinematogràfica S.A.de C.V. †	Mexico
Operadora de Cinemas, S.A. de C.V. †	Mexico
Serviuno, S.A. de C.V. †	Mexico

3

Subsidiary	Jurisdiction of Organization
Servicios Cinematogràficos Especializados S.A. de C.V. †	Mexico
Cinemex Producciones S.A. de C.V. (f/k/a e-Cinemex, S.A. de C.V.) †	Mexico
Producciones Expreso Astral, S.A. de C.V. †	Mexico
Operadora Moliere, S.A. de C.V. †	Mexico
Teatro Polanco, S.A. de C.V. †	Mexico
Cinemex Los Atrios, S.A. de C.V. †	Mexico
Ficc Ciudad de Mexico, S.A. de C.V. †	Mexico
Cinemex Ixtapaluca, S.A. de C.V. †	Mexico
Cinemex Magnocentro, S.A. de C.V. †	Mexico
Cinemex Puebla, S.A. de C.V. †	Mexico
Cinemex Izcalli, S.A. de C.V. †	Mexico
Cinemex Parque Delta, S.A. de C.V. †	Mexico
Cinemex Las Plazas Guadalajara, SA de C.V. †	Mexico
Cinemex Movelia, S.A. de C.V. †	Mexico

Loews Cineplex Entertainment Corporation and each of its wholly-owned subsidiaries are engaged in the business of film exhibition or related tax planning and/or financing activities.

Loews and its U.S. subsidiaries operate movie theatres under the names Loews Theatres, Cineplex Odeon, Star Theatres and Magic Johnson Theatres. Grupo Cinemex, S.A. de C.V. and its subsidiaries operate movie theatres under the name Cinemex.

4

EX-25

Exhibit 25

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Richard Prokosch

U.S. Bank National Association

60 Livingston Avenue

St. Paul, MN 55107

(651) 495-3918

(Name, address and telephone number of agent for service)

Loews Cineplex Entertainment Corporation

(Issuer with respect to the Securities)

Delaware	48-1281416
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

711 Fifth Avenue New York, New York	10022
(Address of Principal Executive Offices)	(Zip Code)

9% Senior Subordinated Notes due 2014

(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15  Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business.*

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

4. A copy of the existing bylaws of the Trustee.*

5. A copy of each Indenture referred to in Item 4. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7. Report of Condition of the Trustee as of December 31, 2004 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Registration Number 333-67188.

2

NOTE

The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors. While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefor.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 24th of March, 2005.

By:	/s/    RICHARD PROKOSCH
	Richard Prokosch
	Vice President

By:	/s/    LORI-ANNE ROSENBERG
	Lori-Anne Rosenberg
	Vice President

3

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: March 24, 2005

By:	/s/    RICHARD PROKOSCH
	Richard Prokosch
	Vice President

By:	/s/    LORI-ANNE ROSENBERG
	Lori-Anne Rosenberg
	Vice President

4

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 12/31/2004

($000’s)

	9/30/2004
Assets
Cash and Due From Depository Institutions	$	6,340,324
Federal Reserve Stock		0
Securities		41,160,517
Federal Funds		2,727,496
Loans & Lease Financing Receivables		122,755,374
Fixed Assets		1,791,705
Intangible Assets		10,104,022
Other Assets		9,557,200
Total Assets	$	194,436,638
Liabilities
Deposits	$	128,301,617
Fed Funds		8,226,759
Treasury Demand Notes		0
Trading Liabilities		156,654
Other Borrowed Money		25,478,470
Acceptances		94,553
Subordinated Notes and Debentures		6,386,971
Other Liabilities		5,910,141
Total Liabilities	$	174,555,165
Equity
Minority Interest in Subsidiaries	$	1,016,160
Common and Preferred Stock		18,200
Surplus		11,792,288
Undivided Profits		7,054,825
Total Equity Capital	$	19,881,473
Total Liabilities and Equity Capital	$	194,436,638

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association
By:	/s/    RICHARD PROKOSCH
	Vice President

Date: March 24, 2005

5

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

for

Tender of All Outstanding

9% Senior Subordinated Notes due 2014

in Exchange for

New 9% Senior Subordinated Notes due 2014

of

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2005 (THE “EXPIRATION DATE”) UNLESS EXTENDED BY LOEWS CINEPLEX ENTERTAINMENT CORPORATION.

The Exchange Agent is:

U.S. BANK NATIONAL ASSOCIATION

By Mail, Hand or Overnight Delivery:	By Facsimile:
U.S. Bank National Association 60 Livingston Avenue Attn: Specialized Finance St. Paul, Minnesota 55107	(651) 495-8158 For Information or Confirmation by Telephone: (800) 934-6802

Delivery of this Letter of Transmittal to an address other than as set forth above or transmission via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery.

The undersigned acknowledges receipt of the Prospectus dated                     , 2005 (the “Prospectus”) of Loews Cineplex Entertainment Corporation (the “Company”), and this Letter of Transmittal (the “Letter of Transmittal”), which together describe the Company’s offer (the “Exchange Offer”) to exchange its new 9% Senior Subordinated Notes due August 1, 2014 which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “Exchange Notes”) for its outstanding 9% Senior Subordinated Notes due August 1, 2014 (the “Outstanding Notes” and, together with the Exchange Notes, the “Notes”) from the holders thereof.

The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof (except as provided herein or in the Prospectus).

Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

PLEASE READ THE ENTIRE

LETTER OF TRANSMITTAL AND THE PROSPECTUS

CAREFULLY BEFORE CHECKING ANY BOX BELOW.

List below the Outstanding Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and aggregate principal amounts should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF OLD NOTES TENDERED HEREWITH
Name(s) and Address(es) of Registered Holder(s) (Please fill in)	Certificate Number(s)*	Aggregate Principal Amount Represented by Outstanding Notes*	Principal Amount Tendered**
			Total:
*       Need not be completed by book-entry holders. **     Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Outstanding Notes. See instruction 2.

Holders of Outstanding Notes whose Outstanding Notes are not immediately available or who cannot deliver all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in the Prospectus.

Unless the context otherwise requires, the term “holder” for purposes of this Letter of Transmittal means any person in whose name Outstanding Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Outstanding Notes are held of record by The Depository Trust Company (“DTC”).

¨        CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

Name of Registered Holder(s):

Name of Eligible Guarantor Institution that Guaranteed Delivery:

Date of Execution of Notice of Guaranteed Delivery:

If Delivered by Book-Entry Transfer:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

¨        CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO PERSON OTHER THAN PERSON SIGNING THIS LETTER OF TRANSMITTAL:

Name:

Address:

¨        CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO ADDRESS DIFFERENT FROM THAT LISTED ELSEWHERE IN THIS LETTER OF TRANSMITTAL:

Name:

Address:

¨        CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED OLD NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offer with respect to Outstanding Notes acquired other than as a result of market-making activities or other trading activities. Any holder who is an “affiliate” of the Company or who has an arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, or any broker-dealer who purchased Outstanding Notes from the Company to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the principal amount of the Outstanding Notes indicated above. Subject to, and effective upon, the acceptance for exchange of all or any portion of the Outstanding Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Outstanding Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Company, in connection with the Exchange Offer) to cause the Outstanding Notes to be assigned, transferred and exchanged.

The undersigned represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Outstanding Notes and to acquire Exchange Notes issuable upon the exchange of such tendered Outstanding Notes, and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title to the tendered Outstanding Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of the tendered Outstanding Notes or transfer ownership of such Outstanding Notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Outstanding Notes by the Company and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Company of its obligations under the Registration Rights Agreement dated July 30, 2004, by and among Loews Cineplex Entertainment Corporation, Credit Suisse First Boston LLC, Citicorp Global Capital Markets Inc., Bank of America Securities LLC, Deutsche Bank Securities Inc. and Lehman Brothers Inc. (the “Registration Rights Agreement”), and that the Company shall have no further obligations or liabilities thereunder. The undersigned will comply with its obligations under the Registration Rights Agreement. The undersigned agrees to all terms of the Exchange Offer.

The Exchange Offer is subject to certain conditions as set forth in the Prospectus under the caption “The Exchange Offer—Conditions to the Exchange Offer.” The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Company), as more particularly set forth in the Prospectus, the Company may not be required to exchange any of the Outstanding Notes tendered hereby and, in such event, the Outstanding Notes not exchanged will be returned to the undersigned at the address shown above, promptly following the expiration or termination of the Exchange Offer. In addition, the Company may amend the Exchange Offer at any time prior to the Expiration Date if any of the conditions set forth under “The Exchange Offer—Conditions to the Exchange Offer” occur.

The undersigned understands that tenders of Outstanding Notes pursuant to any one of the procedures described in the Prospectus and in the instructions attached hereto will, upon the Company’s acceptance for exchange of such tendered Outstanding Notes, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under circumstances set forth in the Prospectus, the Company may not be required to accept for exchange any of the Outstanding Notes.

By tendering shares of Outstanding Notes and executing this Letter of Transmittal, the undersigned represents that Exchange Notes acquired in the exchange will be obtained in the ordinary course of business of the undersigned, that the undersigned has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of such Exchange Notes, that the undersigned is not an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act and that if the undersigned or the person receiving such Exchange Notes, whether or not such person is the undersigned, is not a broker-dealer,

the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned or the person receiving such Exchange Notes, whether or not such person is the undersigned, is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. Any broker-dealer participating in the Exchange Offer represents and warrants that it has not entered into any arrangement or understanding with the Company or an affiliate of the Company to distribute the Exchange Notes.

Any holder of Outstanding Notes using the Exchange Offer to participate in a distribution of the Exchange Notes (i) cannot rely on the position of the staff of the Securities and Exchange Commission enunciated in its interpretive letter with respect to Exxon Capital Holdings Corporation (available April 13, 1989) or similar interpretive letters and (ii) must comply with the registration and prospectus requirements of the Securities Act in connection with a secondary resale transaction.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Tendered Outstanding Notes may be withdrawn at any time prior to the Expiration Date in accordance with the terms of this Letter of Transmittal. Except as stated in the Prospectus, this tender is irrevocable.

Certificates for all Exchange Notes delivered in exchange for tendered Outstanding Notes and any Outstanding Notes delivered herewith but not exchanged, and registered in the name of the undersigned, shall be delivered to the undersigned at the address shown below the signature of the undersigned.

The undersigned, by completing the box entitled “Description of Outstanding Notes Tendered Herewith” above and signing this letter, will be deemed to have tendered the Outstanding Notes as set forth in such box.

TENDERING HOLDER(S) SIGN HERE

(Complete accompanying substitute Form W-9)

Must be signed by the registered holder(s) exactly as such name(s) appear(s) on certificate(s) for the Outstanding Notes hereby tendered or in whose name the Outstanding Notes are registered on the books of DTC or one of its participants, or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth the full title of such person. See Instruction 3.

(Signature(s) of Holder(s))

Date  

Name(s) 

(Please Print)

Capacity (full title)

Address

(Including Zip Code)

Daytime Area Code and Telephone No.

Taxpayer Identification No.

GUARANTEE OF SIGNATURE(S)

(If Required—See Instruction 3)

Authorized Signature

Date

Name

Title

Name of Firm

Address of Firm

(Include Zip Code)

Area Code and Telephone No.

SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 3 and 4)

To be completed ONLY if Exchange Notes or Outstanding Notes not tendered are to be issued in the name of someone other than the registered holder of the Outstanding Notes whose name(s) appear(s) above.

Issue:	¨	Outstanding Notes not tendered to:
	¨	Exchange Notes to:

Name(s)

Address:

(Include Zip Code)

Daytime Area Code and Telephone No.

Tax Identification No.

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 3 and 4)

To be completed ONLY if Exchange Notes or Outstanding Notes not tendered are to be sent to someone other than the registered holder of the Outstanding Notes whose name(s) appear(s) above, or such registered holder(s) at an address other than that shown above.

Mail:	¨	Outstanding Notes not tendered to:
	¨	Exchange Notes to:

Name(s)

Address:

(Include Zip Code)

Area Code and Telephone No.

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1. Delivery of this Letter of Transmittal and Certificates; Guaranteed Delivery Procedures.

A holder of Outstanding Notes may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Outstanding Notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, (ii) complying with the procedure for book-entry transfer described below, or (iii) complying with the guaranteed delivery procedures described below.

Holders of Outstanding Notes may tender Outstanding Notes by book-entry transfer by crediting the Outstanding Notes to the Exchange Agent’s account at DTC in accordance with DTC’s Automated Tender Offer Program (“ATOP”) and by complying with applicable ATOP procedures with respect to the Exchange Offer. DTC participants that are accepting the Exchange Offer should transmit their acceptance to DTC, which will edit and verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send a computer-generated message (an “Agent’s Message”) to the Exchange Agent for its acceptance in which the holder of the Outstanding Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, the DTC participant confirms on behalf of itself and the beneficial owners of such Outstanding Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent. Delivery of the Agent’s Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message. DTC participants may also accept the Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP.

The method of delivery of this Letter of Transmittal, the Outstanding Notes and any other required documents is at the election and risk of the holder, and except as otherwise provided below, the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If such delivery is by mail, it is suggested that registered mail with return receipt requested, properly insured, be used. In all cases sufficient time should be allowed to permit timely delivery. No Outstanding Notes or Letters of Transmittal should be sent to the Company.

Holders whose Outstanding Notes are not immediately available or who cannot deliver their Outstanding Notes and all other required documents to the Exchange Agent on or prior to the Expiration Date or comply with book-entry transfer procedures on a timely basis must tender their Outstanding Notes pursuant to the guaranteed delivery procedure set forth in the Prospectus. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Guarantor Institution (as defined below); (ii) prior to the Expiration Date, the Exchange Agent must have received from such Eligible Guarantor Institution a letter, telegram or facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) setting forth the name and address of the tendering holder, the names in which such Outstanding Notes are registered, and, if applicable, the certificate numbers of the Outstanding Notes to be tendered; and (iii) all tendered Outstanding Notes (or a confirmation of any book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at a book-entry transfer facility) as well as this Letter of Transmittal and all other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of such letter, telegram or facsimile transmission, all as provided in the Prospectus.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Outstanding Notes for exchange.

2. Partial Tenders; Withdrawals.

If less than the entire principal amount of Outstanding Notes evidenced by a submitted certificate is tendered, the tendering holder must fill in the aggregate principal amount of Outstanding Notes tendered in the

box entitled “Description of Outstanding Notes Tendered Herewith.” A newly issued certificate for the Outstanding Notes submitted but not tendered will be sent to such holder as soon as practicable after the Expiration Date. All Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise clearly indicated.

If not accepted, a tender pursuant to the Exchange Offer may be withdrawn prior to the Expiration Date. To be effective with respect to the tender of Outstanding Notes, a written notice of withdrawal must: (i) be received by the Exchange Agent at the address for the Exchange Agent set forth above before the Company notifies the Exchange Agent that it has accepted the tender of Outstanding Notes pursuant to the Exchange Offer; (ii) specify the name of the person who tendered the Outstanding Notes to be withdrawn; (iii) identify the Outstanding Notes to be withdrawn (including the principal amount of such Outstanding Notes, or, if applicable, the certificate numbers shown on the particular certificates evidencing such Outstanding Notes and the principal amount of Outstanding Notes represented by such certificates); (iv) include a statement that such holder is withdrawing its election to have such Outstanding Notes exchanged; and (v) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantee). The Exchange Agent will return the properly withdrawn Outstanding Notes promptly following receipt of notice of withdrawal. If Outstanding Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Outstanding Notes or otherwise comply with the book-entry transfer facility’s procedures. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by the Company, and such determination will be final and binding on all parties.

Any Outstanding Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Outstanding Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Outstanding Notes tendered by book-entry transfer into the Exchange Agent’s account at the book entry transfer facility pursuant to the book-entry transfer procedures described above, such Outstanding Notes will be credited to an account with such book-entry transfer facility specified by the holder) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Outstanding Notes may be retendered by following one of the procedures described under the caption “The Exchange Offer—Procedures for Tendering” in the Prospectus at any time prior to the Expiration Date.

3. Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures.

If this Letter of Transmittal is signed by the registered holder(s) of the Outstanding Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever. If any of the Outstanding Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If a number of Outstanding Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of Outstanding Notes.

When this Letter of Transmittal is signed by the registered holder or holders (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) of Outstanding Notes listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required.

If this Letter of Transmittal is signed by a person other than the registered holder or holders of the Outstanding Notes listed, such Outstanding Notes must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Company and duly executed by the registered holder, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the Outstanding Notes.

If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority so to act must be submitted.

Endorsements on certificates or signatures on separate written instruments of transfer or exchange required by this Instruction 3 must be guaranteed by an Eligible Guarantor Institution (as defined below).

Signatures on this Letter of Transmittal must be guaranteed by an Eligible Guarantor Institution (as defined below), unless Outstanding Notes are tendered: (i) by a holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter of Transmittal; or (ii) for the account of an Eligible Guarantor Institution. In the event that the signatures in this Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantees must be by a participant in a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an “Eligible Guarantor Institution”). If Outstanding Notes are registered in the name of a person other than the signer of this Letter of Transmittal, the Outstanding Notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Company, in its sole discretion, duly executed by the registered holder with the signature thereon guaranteed by an Eligible Guarantor Institution.

4. Special Issuance and Delivery Instructions.

Tendering holders should indicate, as applicable, the name and address to which the Exchange Notes or certificates for Outstanding Notes not exchanged are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the tax identification number of the person named must also be indicated. Holders tendering Outstanding Notes by book-entry transfer may request that Outstanding Notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate.

5. Transfer Taxes.

The Company shall pay all transfer taxes, if any, applicable to the transfer and exchange of Outstanding Notes to it or its order pursuant to the Exchange Offer. If a transfer tax is imposed for any reason other than the transfer and exchange of Outstanding Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exception therefrom is not submitted herewith the amount of such transfer taxes will be billed directly to such tendering holder.

6. Waiver of Conditions.

The Company reserves the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus.

7. Mutilated, Lost, Stolen or Destroyed Securities.

Any holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed, should contact the Exchange Agent at the address indicated below for further instructions.

8. Substitute Form W-9.

Each holder of Outstanding Notes whose Outstanding Notes are accepted for exchange (or other payee) who is a United States Person (including a United States resident alien) is generally required to provide a correct taxpayer identification number (“TIN”) (e.g., the holder’s Social Security or federal employer identification number) and certain other information, on Form W-9 or Substitute Form W-9, which is provided under

“Important Tax Information” below, and to certify that the holder (or other payee) is not subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the holder (or other payee) to a $50 penalty imposed by the Internal Revenue Service and 28% federal income tax backup withholding on payments made to the holder. The box in Part 3 of the Substitute Form W-9 may be checked if the holder (or other payee) has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future and such person must also complete the Certificate of Awaiting Taxpayer Identification Number provided herein. If the box in Part 3 is checked and a TIN is not provided by the time any payment is made to the holder, 28% of all such payments will be withheld until a TIN is provided and, if a TIN is not provided within 60 days after the date of the Substitute Form W-9, such withheld amounts will be paid over to the Internal Revenue Service.

9. Requests for Assistance or Additional Copies.

Questions relating to the Exchange Offer or the procedure for tendering, as well as requests for assistance or additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth above.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE OR COPY THEREOF (TOGETHER WITH CERTIFICATES OF OLD NOTES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE. ALL HOLDERS, INCLUDING HOLDERS WHO ARE NOT UNITED STATES PERSONS SHOULD SEE “IMPORTANT TAX INFORMATION” BELOW.

IMPORTANT TAX INFORMATION

Under United States federal income tax law, a holder of Notes may be subject to backup withholding unless the holder provides the Exchange Agent, with either (i) such holder’s correct taxpayer identification number (“TIN”) on Substitute Form W-9 attached hereto, certifying (A) that the TIN provided on Substitute Form W-9 is correct (or that such holder of Notes is awaiting a TIN), (B) that the holder of Notes is not subject to backup withholding because (x) such holder of Notes is exempt from backup withholding, (y) such holder of Notes has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (z) the Internal Revenue Service has notified the holder of Notes that he or she is no longer subject to backup withholding and (C) that the holder of Notes is a United States person (including a United States resident alien); or (ii) an adequate basis for exemption from backup withholding. If such holder of Notes is an individual, the TIN is such holder’s social security number. If the Exchange Agent is not provided with the correct TIN, the holder of Notes may also be subject to certain penalties imposed by the Internal Revenue Service.

Certain holders of Notes (including, among others, all corporations and certain foreign individuals) may not be subject to these backup withholding and reporting requirements. However, exempt holders of Notes should indicate their exempt status on Form W-9 or Substitute Form W-9. For example, a corporation should complete the Form W-9 or Substitute Form W-9, providing its TIN and indicating that it is exempt from backup withholding. In order for a foreign individual to qualify as an exempt recipient, the holder generally must submit a Form W-8BEN, signed under penalties of perjury, attesting to that individual’s exempt status. A Form W-8BEN can be obtained from the Exchange Agent. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for more instructions.

If backup withholding applies, the Exchange Agent is required to withhold 28% of any payments made to the holder of Notes or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the required information is furnished.

The box in Part 3 of the Substitute Form W-9 may be checked if the surrendering holder of Notes has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the holder of Notes or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Exchange Agent will withhold 28% of all payments made prior to the time a properly certified TIN is provided to the Exchange Agent and, if the Exchange Agent is not provided with a TIN within 60 days after the date of Form W-9 or the Substitute Form W-9, such amounts will be paid over to the Internal Revenue Service.

The holder of Notes is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the record owner of the Notes. If the Notes are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer. Social Security numbers and individual taxpayer identification numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payer.

For this type of account:	Give name and the SOCIAL SECURITY number (or individual taxpayer identification number) of—
1      An individual’s account	The individual
2      Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account**
3      Custodian account of a minor (Uniform Gift to Minors Act)	The minor (circle the minor’s name)
4      Account in the name of guardian or committee for a designated ward, minor, or incompetent person	The ward, minor, or incompetent person
5      a. The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee**
b. So-called trust account that is not a legal or valid trust under state law.	The actual owner** (list first and circle the name)
For this type of account:	Give the name and the EMPLOYER IDENTIFICATION number of—
6      Sole proprietorship account or single owner limited liability company	The owner (or the owner’s Social Security number or individual taxpayer identification number) (you must show the name of the owner but you may also enter your business or “doing business as” name); if you are a sole proprietor the IRS encourages you to use your Social Security number
7      A valid trust, estate or pension trust	The legal entity (do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title)
8      Corporation or limited liability company electing corporate status on Form 8832	The corporation
9      Religious, charitable, or educational organization account or an association, club or other tax-exempt organization	The organization
10    Partnership or multi-member limited liability company	The partnership
11    A broker or registered nominee	The broker or nominee
12    Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

* Note: If no name is circled when there is more than one name listed, the TIN will be considered to be that of the first name listed.

** List first and circle the name of the person whose number you furnish; if only one person on a joint account has a Social Security number, that person’s number must be furnished.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Obtaining a Number

If you don’t have a taxpayer identification number, obtain Form SS-5, Application for a Social Security Card, Form SS-4, Application for Employer Identification Number or Form W-7, Application for Individual Taxpayer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.

To complete Substitute Form W-9 if you do not have a taxpayer identification number, check the box in Part 3 of the Substitute Form W-9, sign and date the Form, and give it to the requester. In addition, you must also complete the Certificate of Awaiting Taxpayer Identification Number.

Payee Exempt from Backup Withholding

Payees specifically exempted from backup withholding on ALL payments include the following:

• An organization exempt from tax under Section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), or an individual retirement plan, or a custodian account under Section 403(b)(7) of the Code if the account satisfies the requirements of Section 401(f)(2) of the Code.

• The United States, or any agency or instrumentality thereof.

• A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.

• An international organization or any agency, or instrumentality thereof.

• A foreign government or any of its political subdivisions, agencies or instrumentalities.

Payees that may be specifically exempted from backup withholding on payments of dividends and certain other payments include the following:

• A corporation.

• A financial institution.

• A futures commission merchant registered with the Commodity Futures Trading Commission.

• A dealer in securities or commodities registered in the United States., the District of Columbia or a possession of the United States.

• A real estate investment trust.

• A nominee or custodian.

• A common trust fund operated by a bank under Section 584(a) of the Code.

• A trust exempt from tax under Section 664 of the Code or described in Section 4947 of the Code.

• An entity registered at all times during the taxable year under the Investment Company Act of 1940, as amended.

• A foreign central bank of issue.

Exempt payees should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, CHECK THE BOX LABELLED “EXEMPT FROM BACKUP WITHHOLDING,” SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Privacy Act Notice. —Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income

paid to you. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax law. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.

You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.

Penalties

1. Penalty for Failure to Furnish Taxpayer identification Number. —If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty or $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

2. Civil Penalty for False Information With Respect to Withholding. —If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

3. Criminal Penalty for Falsifying Information. —Falsifying certifications or affirmations may be subject to criminal penalties including fines and/or imprisonment.

4. Misuse of Taxpayer Identification Numbers. —If the requester discloses or uses taxpayer identification numbers in violation of Federal Law, the requester may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX

ADVISOR OR THE INTERNAL REVENUE SERVICE.

PAYER’S NAME: U.S. Bank National Association, as Exchange Agent

SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service Part 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW ¨        Exempt from backup withholding Name Address Social Security Number OR Employer Identification Number

Check appropriate box ¨        Individual/Sole Proprietor ¨        Partnership ¨        Corporation ¨        Other

Part 2—Certification—Under the penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a United States person (including a United States resident alien).

Payor’s Request for Taxpayer Identification Number (TIN) Certificate Instructions—You must cross out item (2) of Part 2 above if you have been notified by the IRS that you are currently subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2). Part 3 Awaiting TIN    ¨ Please complete Certificate of Awaiting Taxpayer Identification Number if you have checked this box

The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

Signature Date , 2005

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld.

Signature Date , 2005

17

EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

for

Tender of All Outstanding

9% Senior Subordinated Notes due 2014

in Exchange for

New 9% Senior Subordinated Notes due 2014

of

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2005 (THE “EXPIRATION DATE”) UNLESS EXTENDED BY LOEWS CINEPLEX ENTERTAINMENT CORPORATION.

Registered holders of outstanding 9% Senior Subordinated Notes due August 1, 2014 (the “Outstanding Notes”) who wish to tender their Outstanding Notes in exchange for a like principal amount of new 9% Senior Subordinated Notes due August 1, 2014 (the “Exchange Notes”) and whose Outstanding Notes are not immediately available or who cannot deliver their Outstanding Notes and Letter of Transmittal (and any other documents required by the Letter of Transmittal) to U.S. Bank National Association (the “Exchange Agent”) prior to the Expiration Date, may use this Notice of Guaranteed Delivery or one substantially equivalent hereto. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) or mail to the Exchange Agent. See “The Exchange Offer—Procedures for Tendering “ and “The Exchange Offer—Guaranteed Delivery Procedures” in the Prospectus.

The Exchange Agent is:

U.S. BANK NATIONAL ASSOCIATION

For Delivery by Registered or Certified Mail; Hand or Overnight Delivery:

U.S. Bank National Association

60 Livingston Avenue

St. Paul, Minnesota 55107

Attn: Specialized Finance Dept.

Facsimile: (651) 495-8185

For Information or Confirmation by Telephone:

(800) 934-6802

Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above or transmission via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Guarantor Institution (as defined in the Prospectus), such signature guarantee must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signatures.

Ladies and Gentlemen:

The undersigned hereby tenders the principal amount of Outstanding Notes indicated below, upon the terms and subject to the conditions contained in the Prospectus dated                     , 2005 of Loews Cineplex Entertainment Corporation (the “Prospectus”), receipt of which is hereby acknowledged.

Name(s) of Tendering Holder(s):
	Please Print

Addresse(s):

Zip Code        

Daytime Area Code and Tel. No.:

Signature(s):

Number of Shares:

Certificate Nos. of Outstanding Notes Tendered (if available):

Principal Amount of Outstanding Notes Tendered:

(Check box if Shares will be tendered by book-entry transfer)

¨        The Depository Trust Company

Account Number:

Date:

THE FOLLOWING GUARANTEE MUST BE COMPLETED

GUARANTEE OF DELIVERY

(Not to be used for signature guarantee)

The undersigned, a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Exchange Agent at its address set forth above, the certificates representing the Outstanding Notes (or a confirmation of book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at the book-entry transfer facility), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal within three New York Stock Exchange trading days after the Expiration Date.

Name of Firm:
	(Authorized Signature)
Address:	Title:
	Name:
(Zip Code)	(Please type or print)
Area Code and Telephone No.:
	Date:

NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OLD NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.