EXHIBIT 10.9.1
LOEWS CINEPLEX ENTERTAINMENT CORPORATION
FIRST AMENDMENT
TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated
as of February 29, 2000 and entered into by and among LOEWS CINEPLEX
ENTERTAINMENT CORPORATION, a Delaware corporation ("Company"), THE FINANCIAL
INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to
herein as a "Lender" and collectively as "Lenders"), BANKERS TRUST COMPANY
("BTCo"), as administrative agent for Lenders (in such capacity, "Administrative
Agent") and as a Co-Syndication Agent, BANK OF AMERICA, N.A., as a Co-
Syndication Agent, THE BANK OF NEW YORK, as a Co-Syndication Agent and CREDIT
SUISSE FIRST BOSTON, as a Co-Syndication Agent, and is made with reference to
that certain Credit Agreement dated as of May 14, 1998 (the "Credit Agreement"),
by and among Company, Lenders, Administrative Agent and Co-Syndication Agents.
The Credit Agreement as amended by this Amendment is referred to herein as the
"Amended Agreement." Capitalized terms used herein without definition shall
have the same meanings herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, Company and Lenders desire to amend the Credit Agreement to
make certain amendments as set forth below.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
Section 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 Amendments to Section 1: Provisions Relating to Defined Terms
A. Subsection 1.1 of the Credit Agreement is hereby amended by
adding thereto the following definition, which shall be inserted immediately
following the definition of "Financial Plan":
"First Amendment Effective Date" means the date on which that certain
First Amendment to Credit Agreement by and among Company, the Lenders
listed on the signature pages thereof, BTCo, Bank of America, N.A., The
Bank of New York and Credit Suisse First Boston amending the Agreement
becomes effective.
B. The definition of "Subsidiary Pledge Agreement" is hereby amended
by deleting therefrom the word "or" following the phrase "each Subsidiary
Guarantor on the Closing Date" and inserting the word "and" in substitution
therefor.
C. The definition of "Subsidiary Security Agreement" is hereby
amended by deleting therefrom the word "or" following the phrase "each
Subsidiary Guarantor on the Closing Date" and inserting the word "and" in
substitution therefor.
D. The definition of "Subsidiary Trademark Security Agreement" is
hereby amended by deleting therefrom the word "or" following the phrase "each
Subsidiary Guarantor on the Closing Date" and inserting the word "and" in
substitution therefor.
1.2 Amendments to Section 2: Amounts and Terms of Commitments and
-------------------------------------------------------------
Loans
-----
A. Subsection 2.1A of the Credit Agreement is hereby amended by
deleting therefrom the phrase "Tranche A" following the words "shall expire on
the" in the third to last sentence of clause (i) thereof.
B. Subsection 2.1B of the Credit Agreement is hereby amended by
deleting the phrase "Total Utilization of Tranche A Revolving Loans" from clause
(vi) of the fourth sentence thereof and substituting the following: "Total
Utilization of Tranche A Revolving Loan Commitments".
C. Subsection 2.2A of the Credit Agreement is hereby amended by
replacing the Applicable Margin percentage "1.75%" with the Applicable Margin
percentage "2.125%" in the chart in subsection (b) thereof.
1.3 Amendments to Section 7: Company's Negative Covenants
------------------------------------------------------
A. Subsection 7.6A of the Credit Agreement is hereby amended by
deleting the chart included in such subsection and replacing such chart in its
entirety with the following:
--------------------------------------------------------------------------------
Period Maximum Total Leverage Ratio
--------------------------------------------------------------------------------
Closing Date - First Amendment 5.25:1.00
Effective Date
--------------------------------------------------------------------------------
First Amendment Effective Date - 6.25:1.00
August 31, 2001
--------------------------------------------------------------------------------
September 1, 2001 - February 28, 4.60:1.00
2002
--------------------------------------------------------------------------------
March 1, 2002 and thereafter 4.25:1.00
--------------------------------------------------------------------------------
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B. Subsection 7.6B of the Credit Agreement is hereby amended by
deleting the chart included in such subsection and replacing such chart in its
entirety with the following:
-------------------------------------------------------------------------------
Period Maximum Consolidated
Leverage Ratio
--------------------------------------------------------------------------------
Closing Date - First Amendment 5.00:1.00
Effective Date
--------------------------------------------------------------------------------
First Amendment Effective Date - 5.85:1.00
August 31, 2001
--------------------------------------------------------------------------------
September 1, 2001 - February 28, 4.25:1.00
2002
--------------------------------------------------------------------------------
March 1, 2002 and thereafter 3.75:1.00
--------------------------------------------------------------------------------
C. Subsection 7.6C of the Credit Agreement is hereby amended by
deleting the chart included in such subsection and replacing such chart in its
entirety with the following:
--------------------------------------------------------------------------------
Period Minimum Debt Service Coverage Ratio
--------------------------------------------------------------------------------
Closing Date - First Amendment 1.35:1.00
Effective Date
--------------------------------------------------------------------------------
First Amendment Effective Date - 1.30:1.00
February 28, 2001
--------------------------------------------------------------------------------
March 1, 2001 - August 31, 2001 1.35:1.00
--------------------------------------------------------------------------------
September 1, 2001 - February 28, 1.40:1.00
2002
--------------------------------------------------------------------------------
March 1, 2002 and thereafter 1.45:1.00
--------------------------------------------------------------------------------
Section 2. CONDITIONS TO EFFECTIVENESS
2.1 General
-------
Section 1 of this Amendment shall become effective only upon the
satisfaction of all of the conditions precedent (the date of satisfaction of
such conditions being referred to herein as the "First Amendment Effective
Date") set forth in this Section 2.
2.2 Deliveries by Company
---------------------
A. Company shall deliver to Lenders (or to Administrative Agent for
Lenders with sufficient originally executed copies, where appropriate, for each
Lender and its counsel) the following, each, unless otherwise noted, dated the
First Amendment Effective Date:
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(i) an Officers' Certificate, in form and substance satisfactory to
Administrative Agent, to the effect that the representations and warranties
in Section 5 of the Credit Agreement are true, correct and complete in all
material respects on and as of the First Amendment Effective Date to the
same extent as though made on and as of that date (or, to the extent such
representations and warranties specifically relate to an earlier date, that
such representations and warranties were true, correct and complete in all
material respects on and as of such earlier date) and that Company shall
have performed in all material respects all agreements and satisfied all
conditions which the Credit Agreement provides shall be performed or
satisfied by it on or before the First Amendment Effective Date;
(ii) executed copies of this Amendment; and
(iii) such other documents as Administrative Agent shall reasonably
request.
2.3 Completion of Proceedings
-------------------------
On or before the First Amendment Effective Date, all corporate and
other proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto not previously found
acceptable by Administrative Agent, acting on behalf of Lenders, and its counsel
shall be satisfactory in form and substance to Administrative Agent and such
counsel, and Agent and such counsel shall have received all such counterpart
originals or certified copies of such documents as Administrative Agent may
reasonably request.
2.4 Fees.
----
Company shall have paid to Administrative Agent, for distribution to
those Lenders who have executed and delivered this Amendment on or before
February 22, 2000 (the "Consenting Lenders"), an amendment fee equal to 0.125%
of the aggregate Commitments of the Consenting Lenders. As soon as practicable
following the First Amendment Effective Date, the Administrative Agent shall
distribute to each Consenting Lender an amount determined by multiplying (a) the
-----------
total amount of such amendment fee by (b) a fraction the numerator of which is
the Commitment of that Consenting Lender and the denominator of which is the
aggregate Commitments of the Consenting Lenders.
Section 3. COMPANY'S REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties
------------------------------
In order to induce Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, Company represents and
warrants to each Lender that the following statements are true, correct and
complete:
A. Company has all requisite corporate power and authority to enter
into this Amendment and to carry out the transactions contemplated by, and
perform its obligations under, the Amended Agreement.
4
B. The execution and delivery by Company of this Amendment and the
performance by Company of the Amended Agreement have been duly authorized by all
necessary corporate action on the part of Company.
C. The execution and delivery by Company of this Amendment and the
performance by Company of the Amended Agreement do not and will not (i) violate
any provision of any law or any governmental rule or regulation applicable to
Company or any of its Subsidiaries, the constating documents of Company or any
of its Subsidiaries or any order, judgment or decree of any court or other
agency of government binding on Company or any of its Subsidiaries, (ii)
conflict with, result in a breach of or constitute (with due notice or lapse of
time or both) a default under any Contractual Obligation of Company or any of
its Subsidiaries, (iii) result in or require the creation or imposition of any
Lien upon any of the properties or assets of Company or any of its Subsidiaries,
or (iv) require any approval of stockholders or any approval or consent of any
Person under any Contractual Obligation of Company or any of its Subsidiaries.
D. The execution and delivery by Company of this Amendment and the
performance by Company of the Amended Agreement do not and will not require any
registration with, consent or approval of, or notice to, or other action to,
with or by, any federal, state or other governmental authority or regulatory
body.
E. This Amendment and the Amended Agreement have been duly executed
and delivered by Company and are the legally valid and binding obligations of
Company, enforceable against Company in accordance with their respective terms,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors' rights generally or by
equitable principles relating to enforceability.
F. The representations and warranties contained in Section 5 of the
Credit Agreement are and will be true, correct and complete in all material
respects on and as of the First Amendment Effective Date to the same extent as
though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.
G. No event has occurred and is continuing or will result from the
consummation of the transactions contemplated by this Amendment that would
constitute an Event of Default or a Potential Event of Default.
Section 4. MISCELLANEOUS
-------------
4.1 Reference to and Effect on the Credit Agreement and the Other
Loan Documents
A. On and after the First Amendment Effective Date, each reference
in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or
words of like import referring to the Credit Agreement, and each reference in
the other Loan Documents to the "Credit
5
Agreement", "thereunder", "thereof" or words of like import referring to the
Credit Agreement shall mean and be a reference to the Amended Agreement.
B. Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and effect and
are hereby ratified and confirmed.
C. The execution, delivery and performance of this Amendment shall
not, except as expressly provided herein, constitute a waiver of any provision
of, or operate as a waiver of any right, power or remedy of any Agent or any
Lender under, the Credit Agreement or any of the other Loan Documents.
4.2 Fees and Expenses
-----------------
Company acknowledges that all costs, fees and expenses as described in
subsection 10.2 of the Credit Agreement incurred by Administrative Agent and its
counsel with respect to this Amendment and the documents and transactions
contemplated hereby shall be for the account of Company.
4.3 Headings
--------
Section and subsection headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose or be given any substantive effect.
4.4 Applicable Law
--------------
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES.
4.5 Counterparts; Effectiveness
---------------------------
This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument; signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document. This Amendment (other than the provisions of Section 1 hereof, the
effectiveness of which is governed by Section 2 hereof) shall become effective
upon the execution of a counterpart hereof by Company and Requisite Lenders and
an acknowledgment hereof by each of the Subsidiary Guarantors and each of
Company's other Subsidiaries and receipt by Company and Administrative Agent of
written or telephonic notification of such execution and authorization of
delivery thereof.
6
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
COMPANY:
LOEWS CINEPLEX ENTERTAINMENT CORPORATION
By: /s/ XXXX X. XXXXXX
__________________________________________
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and
Chief Financial Officer
LENDERS:
BANKERS TRUST COMPANY,
as Administrative Agent, Co-Syndication Agent and
as a Lender
By: /s/ G. XXXXXX XXXXX
__________________________________________
Name: G. Xxxxxx Xxxxx
Title: Vice President
CREDIT SUISSE FIRST BOSTON,
as a Co-Syndication Agent and as a Lender
By: /s/ XXXXXXX XXXXX
__________________________________________
Name: Xxxxxxx Xxxxx
Title: Associate
By: /s/ XXXX XXXXXXXXX
__________________________________________
Name: Xxxx Xxxxxxxxx
Title: Managing Director
BANK OF AMERICA, N.A.,
as a Co-Syndication Agent and as a Lender
By: /s/ XXXX X. XXXXXXX
__________________________________________
Name: Xxxx X. Xxxxxxx
Title: Vice President
S-1
THE BANK OF NEW YORK,
as a Co-Syndication Agent and as a Lender
By: /s/ XXXXXXXX X. XXXXXX
__________________________________________
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
ABN AMRO BANK N.V.
By: /s/ XXX HELSENFELD
__________________________________________
Name: Xxx Helsenfeld
Title: GVP
THE BANK OF NOVA SCOTIA
By: /s/ XXXXXXX X. XXXXXXXXXX, XX.
__________________________________________
Name: Xxxxxxx X. Xxxxxxxxxx, Xx.
Title: Authorized Signatory
THE BANK OF TOKYO MITSUBISHI TRUST
By: /s/ EMILE ELNEMS
__________________________________________
Name: Emile Elnems
Title: Vice President
BARCLAYS BANK PLC
By: /s/ XXXXXX X. XXXX
__________________________________________
Name: Xxxxxx X. Xxxx
Title: Managing Director
CREDIET INDUSTRIEL ET COMMERCIAL
By: /s/ XXXXXXX XXXX
__________________________________________
Name: Xxxxxxx Xxxx
Title: Vice President
By: /s/ XXXXXX XXXXXX
__________________________________________
Name: Xxxxxx Xxxxxx
Title: Vice President
S-2
THE DAI-ICHI KANGYO BANK, LTD.
By: /s/ XXXXXX XXXXXXX
__________________________________________
Name: Xxxxxx Xxxxxxx
Title: Assistant Vice President
ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG
By: /s/ XXXXX XXXXXXX
__________________________________________
Name: Xxxxx Xxxxxxx
Title: Assistant Vice President
FLEET NATIONAL BANK
By: /s/ XXXXXX XXXXXXXX
__________________________________________
Name: Xxxxxx Xxxxxxxx
Title: Vice President
THE FUJI BANK, LIMITED - NEW YORK BRANCH
By: /s/ XXXX X. XXXXX
__________________________________________
Name: Xxxx X. Xxxxx
Title: Vice President and Manager
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By: /s/ XXXXXXX XXXX
__________________________________________
Name: Xxxxxxx Xxxx
Title:
S-3
XXXXX BANK, N.A.
By: /s/ XXXXXXX XXXXXXXX
__________________________________________
Name: Xxxxxxx Xxxxxxxx
Title:
SUMMIT BANK
By: /s/ XXXXXXX XXXXXXX
__________________________________________
Name: Xxxxxxx Xxxxxxx
Title: Vice President
THE MITSUBISHI TRUST AND BANKING CORPORATION
By: /s/ XXXXXXXX X. XXXXXXX
__________________________________________
Name: Xxxxxxxx X. Xxxxxxx
Title: Senior Vice President
BANK LEUMI USA
By: /s/ XXXXX XXX HONG
__________________________________________
Name: Xxxxx Xxx Hong
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ W. XXXXXX XxXXXXXXX
__________________________________________
Name: W. Xxxxxx XxXxxxxxx
Title: Duly Authorized Signatory
S-4
PNC BANK, NATIONAL ASSOCIATION
By: /s/ XXXXX X. XXXXXX
__________________________________________
Name: Xxxxx X. Xxxxxx
Title: Assistant Vice President
STB DELAWARE FUNDING TRUST I
By: /s/ XXXXXX X. XXXXXXXX
__________________________________________
Name: Xxxxxx X. Xxxxxxxx
Title: Assistant Vice President
NATEXIS BANQUE -- BFCE
By: /s/ XXXXXX XXXXXXX
__________________________________________
Name: Xxxxxx Xxxxxxx
Title: Assistant Vice President
By: /s/ XXXX X. XXXXX
__________________________________________
Name: Xxxx X. Xxxxx
Title: Vice President and Group Manager
Corporate Finance
S-5
ACKNOWLEDGMENT OF
FIRST AMENDMENT TO CREDIT AGREEMENT
Each of the undersigned, as (i) a Guarantor under that certain
Subsidiary Guaranty dated as of May 14, 1998, with an additional counterpart
thereof executed by certain of the undersigned on February 28, 2000 (the
"Guaranty") in favor of Bankers Trust Company ("BTCo") as agent for the benefit
of Lenders (as defined therein), any Interest Rate Exchangers (as defined
therein), and, subject to subsection 3.12 thereof, for the benefit of the other
Beneficiaries (as defined therein), (ii) a Grantor under that certain Subsidiary
Security Agreement dated as of May 14, 1998, with an additional counterpart
thereof executed by certain of the undersigned on February 28, 2000 (the
"Security Agreement") in favor of BTCo as agent for the benefit of Lenders (as
defined therein) and any Interest Rate Exchangers (as defined therein), (iii) a
Pledgor under that certain Subsidiary Pledge Agreement dated as of May 14, 1998,
with an additional counterpart thereof executed by certain of the undersigned on
February 28, 2000 (the "Pledge Agreement") in favor of BTCo as agent for the
benefit of Lenders (as defined therein) and any Interest Rate Exchangers (as
defined therein) and (iv) a Grantor under that certain Subsidiary Trademark
Security Agreement dated as of May 14, 1998, with an additional counterpart
thereof executed by certain of the undersigned on February 28, 2000 (the
"Trademark Security Agreement") in favor of BTCo as agent for the benefit of the
Lenders (as defined therein) and any Interest Rate Exchangers (as defined
therein), hereby acknowledges that it has read this First Amendment to Credit
Agreement (this "Agreement") and consents to the terms thereof and further
hereby confirms and agrees that, notwithstanding the effectiveness of this
Agreement, the obligations of the undersigned under the Guaranty, the Security
Agreement, the Pledge Agreement and the Trademark Security Agreement shall not
be impaired or affected and each of the Guaranty, the Security Agreement, the
Pledge Agreement and the Trademark Security Agreement is, and shall continue to
be, in full force and effect and is hereby confirmed and ratified in all
respects.
71ST & 3RD AVE. CORP.
ANDY CANDY CO., INC.
BEAVER VALLEY CINEMAS, INC.
BERKELEY CINEMA CORP.
BRICK PLAZA CINEMAS, INC.
BRICKTOWN PICTURE CORP.
CAMPUS CINEMAS, INC.
CASTLE THEATRE CORP.
CINNAMINSON THEATRE CORP.
CINE WEST, INC.
CINEMA DEVELOPMENT CORPORATION
CINEMA INVESTMENTS, INC.
CINEMA 275 EAST, INC.
CIRCLE TWIN CINEMA CORP.
CITYPLACE CINEMAS, INC.
COLLEGE THEATRE CORP.
COLORADO CINEMAS, INC.
Acknowledgement-1
CONTINENT CINEMAS, INC.
CRESCENT ADVERTISING CORPORATION
CRESTWOOD CINEMAS, INC.
CROFTON QUAD CORPORATION
X.X. XXXXXXXX ADVERTISING AGENCY, INC.
DISTRICT AMUSEMENT CORPORATION
DOWNSTATE THEATRE CORPORATION
EAST WINDSOR PICTURE CORP.
EATONTOWN THEATRE CORP.
ETON AMUSEMENT CORPORATION
FALL RIVER CINEMA, INC.
FLAT XXXXX THEATER CORPORATION
FORTY-SECOND STREET CINEMAS, INC.
FOUNTAIN CINEMAS, INC.
FREEHOLD CINEMA CENTER, INC.
FREEHOLD PICTURE CORP.
XXXXXX THEATRE CORPORATION
H&M CINEMA CORPORATION
HAWTHORNE AMUSEMENT CORPORATION
HINSDALE AMUSEMENT CORPORATION
I-75 THEATRES, INC.
J-TOWN CINEMAS, INC.
KIPS BAY CINEMAS, INC.
XXXXX THEATRE CORPORATION
LEXINGTON MALL CINEMAS CORPORATION
LEXINGTON NORTH PARK CINEMAS, INC.
LEXINGTON SOUTH PARK CINEMAS, INC.
LIBERTY TREE CINEMA CORP.
LOEWS 34TH ST. SHOWPLACE CINEMAS, INC.
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.
LOEWS BROOKFIELD CINEMAS, INC.
LOEWS BURLINGTON CINEMAS, INC.
LOEWS CALIFORNIA THEATRES, INC.
LOEWS CEDAR CINEMAS, INC.
LOEWS CENTERPARK CINEMAS, INC.
LOEWS CENTURY MALL CINEMAS, INC.
LOEWS XXXXX CINEMAS, INC.
Acknowledgement-2
LOEWS CHERRY TREE MALL CINEMAS, INC.
LOEWS CHICAGO CINEMAS, INC.
LOEWS XXXXXXXX PLACE CINEMAS, INC.
LOEWS CINEMAS ADVERTISING, INC.
LOEWS CLARKSVILLE CINEMAS, INC.
LOEWS CONNECTICUT CINEMAS, INC.
LOEWS CORAL SPRING CINEMAS, INC.
LOEWS CRYSTAL RUN CINEMAS, INC.
LOEWS DEAUVILLE GULF CINEMAS, INC.
LOEWS DEAUVILLE KINGWOOD CINEMAS, INC.
LOEWS DEAUVILLE NORTH CINEMAS, INC.
LOEWS DEAUVILLE SOUTHWEST CINEMAS, INC.
LOEWS XXXXXX CINEMAS, INC.
LOEWS EAST VILLAGE CINEMAS, INC.
LOEWS EAST HANOVER CINEMAS, INC.
LOEWS ELMWOOD CINEMAS, INC.
LOEWS EXHIBITION RIDE INC.
LOEWS FINE ARTS CINEMAS, INC.
LOEWS FORT WORTH CINEMAS, INC.
LOEWS FREEHOLD MALL CINEMAS, INC.
LOEWS FRESH POND CINEMAS, INC.
LOEWS FRONT STREET CINEMAS, INC.
LOEWS XXXXX PARK CINEMAS, INC.
LOEWS GREECE CINEMAS, INC.
LOEWS GREENWICH CINEMAS, INC.
LOEWS GREENWOOD CINEMAS, INC.
LOEWS XXXXXX COVE CINEMAS, INC.
LOEWS-XXXXX MUSIC MAKERS THEATRES, INC.
LOEWS HOLIDAY CINEMAS, INC.
LOEWS HOUSTON CINEMAS, INC.
LOEWS I-45 CINEMAS, INC.
LOEWS INDIANA CINEMAS, INC.
LOEWS KENTUCKY CINEMAS, INC.
LOEWS LAFAYETTE CINEMAS, INC.
LOEWS LEVITTOWN CINEMAS, INC.
LOEWS LINCOLN PLAZA CINEMAS, INC.
LOEWS LINCOLN THEATRE HOLDING CORP.
LOEWS LOUISVILLE CINEMAS, INC.
LOEWS MEADOWLAND CINEMAS, INC.
LOEWS MEADOWLAND CINEMAS 8, INC.
LOEWS MEMORIAL CITY CINEMAS, INC.
LOEWS MERRILLVILLE CINEMAS, INC.
LOEWS MOHAWK MALL CINEMAS, INC.
LOEWS MONROE CINEMA, INC.
LOEWS XXXXXXXXXX CINEMAS, INC.
LOEWS MOUNTAINSIDE CINEMAS, INC.
Acknowledgement-3
LOEWS NEW JERSEY CINEMAS, INC.
LOEWS NEWARK CINEMAS, INC.
LOEWS NORGATE CINEMAS, INC.
LOEWS NORWALK CINEMAS, INC.
LOEWS OPERATIONAL RIDE THEATERS INC.
LOEWS ORLAND PARK CINEMAS, INC.
LOEWS ORPHEUM CINEMAS, INC.
LOEWS PALISADES CENTER CINEMAS, INC.
LOEWS PARADISE CINEMAS, INC.
LOEWS PARK CENTRAL CINEMAS, INC.
LOEWS PEMBROKE PINES CINEMAS, INC.
LOEWS PENTAGON CITY CINEMAS, INC.
LOEWS PIPER'S THEATRES, INC.
LOEWS PITTSFORD CINEMAS, INC.
LOEWS POCONO CINEMAS, INC.
LOEWS POST CINEMAS, INC.
LOEWS PRESTON PARK CINEMAS, INC.
LOEWS RICHMOND MALL CINEMAS, INC.
LOEWS RIDGEFELD PARK CINEMAS, INC.
LOEWS ROLLING XXXXXXX CINEMAS, INC.
LOEWS ROOSEVELT FIELD CINEMAS, INC.
LOEWS SAKS CINEMAS, INC.
LOEWS SHOWBOAT CINEMAS, INC.
LOEWS SOUTH SHORE CINEMAS, INC.
LOEWS SOUTHLAND CINEMAS, INC.
LOEWS STONYBROOK CINEMAS, INC.
LOEWS THEATRE MANAGEMENT CORP.
LOEWS THEATRES CLEARING CORP.
LOEWS TOMS RIVER CINEMAS, INC.
LOEWS TOWNE CINEMAS, INC.
LOEWS TRYLON THEATRE, INC.
LOEWS USA CINEMAS INC.
LOEWS XXXXXX CINEMAS, INC.
LOEWS WASHINGTON CINEMAS, INC.
LOEWS WEST CINEMAS, INC.
LOEWS WEST LONG BRANCH CINEMAS, INC.
LOEWS WESTERVILLE CINEMAS, INC.
LOEWS WESTGATE CINEMAS, INC.
LOEWS WESTPORT CINEMAS, INC.
LOEWS WILLISTON CINEMAS, INC.
LOEWS WORLDGATE CINEMAS, INC.
LOEWS YORKTOWN CINEMAS, INC.
LTM NEW YORK, INC.
MALL PICTURE CORP.
MASSACHUSETTS CINEMA CORP.
MICKEY AMUSEMENTS, INC.
Acknowledgement-4
MID-STATES THEATRES, INC.
MIDCIN INC.
XXXXXXXXXXX THEATRE CORPORATION
MIDSTATE THEATRE CORP.
MIDTOWN CINEMA, INC.
MINNESOTA CINEMAS, INC.
MONTCLAIR CINEMAS, INC.
MOVIEHOUSE CINEMAS, INC.
MUSIC MAKERS THEATRES, INC.
NEW BRUNSWICK CINEMAS, INC.
NICKELODEON BOSTON, INC.
NORTHERN NEW ENGLAND THEATRES, INC.
NUTMEG THEATRE CIRCUIT, INC.
OXMOOR CINEMAS, INC.
PARAMAY PICTURE CORP.
PARKCHESTER AMUSEMENT CORPORATION
PARSIPPANY THEATRE CORP.
PLAINVILLE CINEMAS, INC.
PLAZA CINEMAS, INC.
POLI-NEW ENGLAND THEATRES, INC.
PUTNAM THEATRICAL CORPORATION
QUAD CINEMA CORP.
RACELAND CINEMAS, INC.
RED BANK THEATRE CORPORATION
ROCHESTER HILLS STAR THEATRES, INC.
S&J THEATRES INC.
SACK THEATRES, INC.
SALEM MALL THEATRE, INC.
STAR THEATRES, INC.
STAR THEATRES OF MICHIGAN, INC.
XXXXXX MALL CINEMAS, INC.
SYCAMORE THEATRE, INC.
TALENT BOOKING AGENCY, INC.
XXXXXX STAR THEATRES, INC.
THEATRE HOLDINGS, INC.
THI HOLDINGS, INC.
TIMES THEATRES CORPORATION
TOMS RIVER THEATRE CORP.
TOWNE CENTER CINEMAS, INC.
TRI-COUNTY CINEMAS, INC.
TRI-SON SUPPLY CORP.
TRIANGLE THEATRE CORP.
U.S.A. CINEMAS, INC.
VILLAGE CINEMAS, INC.
XXXXXXX CHICAGO CINEMAS, INC.
WESTCHESTER CINEMAS, INC.
Acknowledgement-5
WESTLAND CINEMAS, INC.
WHITE XXXXX CINEMAS, INC.
WOODRIDGE CINEMAS, INC.
C.O.H. ENTERTAINMENT, INC.
CINEPLEX ODEON FILMS, INC.
CINEPLEX ODEON FILMS INTERNATIONAL, INC.
XXXXX SOUTHERN THEATRES, INC.
XXXXX THEATRES, INC.
RKO CENTURY WARNER THEATRES, INC.
SEDGWICK MUSIC COMPANY
THE XXXXXX XXXXX ORGANIZATION, INC.
ILLINOIS CINEMAS, INC.
METHUEN CINEMAS, INC.
NORTH STAR CINEMAS, INC.
ROSEMONT CINEMAS, INC.
WOODFIELD CINEMAS, INC.
LOEWS CITYWALK THEATRE CORPORATION
BOSTON CINEMAS, INC.
SOUTH HOLLAND CINEMAS, INC.
LTM TURKISH HOLDINGS, INC.
SPRINGFIELD CINEMAS, INC.
SKOKIE CINEMAS, INC.
SEATTLE CINEMAS, INC.
LONG ISLAND CINEMAS, INC.
By: /s/ XXXX X. XXXXXX
_____________________________________
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and
Chief Financial Officer
of each of the foregoing
DOWNTOWN BOSTON CINEMAS, LLC
LOEWS PLAINVILLE CINEMAS, LLC
LOEWS NORTH VERSAILLES CINEMAS, LLC
RICHMOND MALL CINEMAS, LLC
LEWISVILLE CINEMAS, LLC
METHUEN CINEMAS, LLC
OHIO CINEMAS, LLC
SPRINGFIELD CINEMAS, LLC
By: Xxxxx Theatres, Inc., sole member of each of the
foregoing
By: /s/ XXXX X. XXXXXX
____________________________________
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and
Chief Financial Officer
Acknowledgement-6
