Exhibit 10.22
LOEWS CINEPLEX ENTERTAINMENT CORPORATION
8 7/8% SENIOR SUBORDINATED
NOTES DUE 2008
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AMENDMENT TO
PURCHASE AGREEMENT
August 4, 1998
Xxxxxxx, Xxxxx & Co.,
BT Alex. Xxxxx Incorporated,
Credit Suisse First Boston Corporation,
Salomon Brothers Inc,
c/o Goldman, Xxxxx & Co.,
00 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
Ladies and Gentlemen:
Loews Cineplex Entertainment Corporation, a Delaware corporation (the
"Company"), and the Initial Purchasers named in Schedule I hereto (the
"Initial Purchasers") have entered into that certain Purchase Agreement,
dated as of July 31, 1998 (the "Purchase Agreement"), pursuant to which the
Company proposes, subject to the terms and conditions stated therein, to
issue and sell to the Initial Purchasers an aggregate of $300,000,000
principal amount of the Senior Subordinated Notes of the Company specified
above (the "Securities"). The Company and the Initial Purchasers hereby
agree to amend the Purchase Agreement as provided below.
1. Schedule I to the Purchase Agreement is hereby amended and restated
in its entirety as set forth in Schedule I hereto. The Purchase Agreement
shall otherwise remain unchanged.
2. This Amendment to Purchase Agreement may be executed by any one or
more of the parties hereto in any number of counterparts, each of which
shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.
If the foregoing is in accordance with your understanding, please sign
and return to us one for the Company and each of the Initial Purchasers
plus one for each counsel counterparts hereof, and upon the acceptance
hereof by you, on behalf of each of the Initial Purchasers, this letter and
such acceptance hereof shall constitute a binding agreement between each of
the Initial Purchasers and the Company. It is understood that your
acceptance of this Amendment to Purchase Agreement on behalf of each of the
Initial Purchasers is pursuant to the authority set forth in a form of
Agreement among Initial Purchasers, the form of which shall be submitted to
the Company for examination upon request, but without warranty on your part
as to the authority of the signers thereof.
Very truly yours,
LOEWS CINEPLEX
ENTERTAINMENT CORPORATION
By: /s/ Xxxx X. XxXxxxx, Xx.
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Name: Xxxx X. XxXxxxx, Xx.
Title: Senior Vice President
and General Counsel
Accepted as of the date hereof:
Xxxxxxx, Sachs & Co.,
BT Alex. Xxxxx Incorporated,
Credit Suisse First Boston Corporation,
Salomon Brothers Inc
By: /s/ Xxxxxxx, Xxxxx & Co.
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(Xxxxxxx, Sachs & Co.)
SCHEDULE I
PRINCIPAL
AMOUNT OF
SECURITIES
TO BE
INITIAL PURCHASER PURCHASED
----------------- ---------
Xxxxxxx, Xxxxx & Co.................................. $150,000,000.00
BT Alex. Xxxxx Incorporated.......................... 50,000,000.00
Credit Suisse First Boston Corporation............... 50,000,000.00
Salomon Brothers Inc................................. 50,000,000.00
Total....................... $300,000,000.00
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