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 TrusteeIndenture • April 18th, 2005 • LCE AcquisitionSub, Inc. • Services-motion picture theaters • New York
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”).
LIMITED LIABILITY COMPANY AGREEMENT OF METHUEN CINEMAS, LLCLimited Liability Company Agreement • April 18th, 2005 • LCE AcquisitionSub, Inc. • Services-motion picture theaters • Delaware
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).
LOEWS CINEPLEX ENTERTAINMENT CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • April 18th, 2005 • LCE AcquisitionSub, Inc. • Services-motion picture theaters • Delaware
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”).
FIRST AMENDMENT TO PARTNERSHIP AGREEMENTPartnership Agreement • April 18th, 2005 • LCE AcquisitionSub, Inc. • Services-motion picture theaters • Michigan
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”).
LIMITED LIABILITY COMPANY AGREEMENT OF LOEWS CINEPLEX U.S. CALLCO, LLCLimited Liability Company Agreement • April 18th, 2005 • LCE AcquisitionSub, Inc. • Services-motion picture theaters • Delaware
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”).
MANAGEMENT AGREEMENTManagement Agreement • April 18th, 2005 • LCE AcquisitionSub, Inc. • Services-motion picture theaters • New York
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”).
ContractIndividual Employment Contract • April 18th, 2005 • LCE AcquisitionSub, Inc. • Services-motion picture theaters
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.
Amendment no 1 to Joint Venture Agreement by and among Loews Cineplex International Holdings, Inc. (formerly LTM Spanish Holdings, Inc) and Ricardo Evole MartilJoint Venture Agreement • April 18th, 2005 • LCE AcquisitionSub, Inc. • Services-motion picture theaters
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, 12th Floor, NY, NY 10022.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 18th, 2005 • LCE AcquisitionSub, Inc. • Services-motion picture theaters • Delaware
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”).
LCE Acquisition Corporation 9% Senior Subordinated Notes Due 2014 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 18th, 2005 • LCE AcquisitionSub, Inc. • Services-motion picture theaters • New York
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
OPTION AGREEMENTOption Agreement • April 18th, 2005 • LCE AcquisitionSub, Inc. • Services-motion picture theaters • New York
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).
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 HEREINSubsidiary Guaranty • April 18th, 2005 • LCE AcquisitionSub, Inc. • Services-motion picture theaters • New York
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).
STOCK PURCHASE AGREEMENT AMONG LCE HOLDINGS, INC., LOEWS CINEPLEX ENTERTAINMENT CORPORATION, AND THE OTHER PERSONS IDENTIFIED HEREIN DATED AS OF JUNE 18, 2004Stock Purchase Agreement • April 18th, 2005 • LCE AcquisitionSub, Inc. • Services-motion picture theaters • New York
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 HereinLoan Agreement • April 18th, 2005 • LCE AcquisitionSub, Inc. • Services-motion picture theaters
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”).
SECURITY AGREEMENT Dated July 30, 2004 From The Grantors referred to herein as Grantors to CITICORP NORTH AMERICA, INC. as Administrative AgentSecurity Agreement • April 18th, 2005 • LCE AcquisitionSub, Inc. • Services-motion picture theaters • New York
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).
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.Joint Venture Agreement • April 18th, 2005 • LCE AcquisitionSub, Inc. • Services-motion picture theaters
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”)
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....Registration Rights Agreement • April 18th, 2005 • LCE AcquisitionSub, Inc. • Services-motion picture theaters • New York
the Stockholders entered into a management stockholders agreement, dated as of the date hereof (the “Management Stockholders Agreement”).
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...Credit Agreement • April 18th, 2005 • LCE AcquisitionSub, Inc. • Services-motion picture theaters • New York
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 Adm
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 HereinRevolving Loan Agreement • April 18th, 2005 • LCE AcquisitionSub, Inc. • Services-motion picture theaters
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”).
AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT OF DOWNTOWN BOSTON CINEMAS, LLCLimited Liability Company Agreement • April 18th, 2005 • LCE AcquisitionSub, Inc. • Services-motion picture theaters • Delaware
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”).
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...Management Stockholders Agreement • April 18th, 2005 • LCE AcquisitionSub, Inc. • Services-motion picture theaters • New York
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;
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, 2004Stockholders Agreement • April 18th, 2005 • LCE AcquisitionSub, Inc. • Services-motion picture theaters • New York
FORM OF OPTION AGREEMENT]Option Agreement • April 18th, 2005 • LCE AcquisitionSub, Inc. • Services-motion picture theaters • New York
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).
EMPLOYMENT AGREEMENTEmployment Agreement • April 18th, 2005 • LCE AcquisitionSub, Inc. • Services-motion picture theaters • New York
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”).
