EXHIBIT 99.7
July 8, 1998
Loews Cineplex Entertainment Corporation
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Credit Suisse First Boston Corporation
Bear, Xxxxxxx & Co. Inc.
BT Alex. Xxxxx Incorporated
Xxxxxxx, Sachs & Co.
Xxxxx Xxxxxx Inc.,
As Representatives of the Several Underwriters
c/o Credit Suisse First Boston Corporation
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Dear Sirs:
As an inducement to the Underwriters to execute an Underwriting Agreement,
pursuant to which an offering of Common Stock (the "Securities") of Loews
Cineplex Entertainment Corporation (the "Company") will be made, the undersigned
hereby agrees that, for a period of 90 days after the public offering (the
"Commencement Date") of the Securities pursuant to an Underwriting Agreement,
the undersigned will not offer, sell, contract to sell, pledge or otherwise
dispose of (a "Transfer"), directly or indirectly, any Securities or securities
convertible into or exchangeable or exercisable for any Securities, or publicly
disclose the intention to make any such offer, sale, pledge or disposal, without
the prior written consent of Credit Suisse First Boston Corporation.
Notwithstanding anything to the contrary in the foregoing, the consent of Credit
Suisse First Boston Corporation shall not be required for (i) any Transfer by
the undersigned to any affiliate of the undersigned, provided that any such
transferee shall agree in writing, prior to or contemporaneously with such
Transfer, to be bound by the provisions of this agreement to the same extent as
the undersigned, and (ii) any pledge by the undersigned of Securities, or any
securities convertible into or exercisable or exchangeable for Securities, to
secure indebtedness, provided that the pledgee shall agree in writing, prior to
or contemporaneously with such pledge, to be bound by the provisions of this
agreement to the same extent as the undersigned.
In furtherance of the foregoing, the Company and its transfer agent and
registrar are hereby authorized to decline to make any Transfer of Securities if
such Transfer would constitute a violation or breach of this agreement.
This agreement shall be binding on the undersigned and the respective
successors, heirs, personal representatives and assigns of the undersigned.
This agreement shall lapse and become null and void if the Commencement Date
shall not have occurred on or before August 15, 1998.
Very truly yours,
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Executive Vice President
on behalf of Sony Pictures Entertainment Inc.
