<PAGE>
Exhibit 10.9.3
EXECUTION
LOEWS CINEPLEX ENTERTAINMENT CORPORATION
THIRD AMENDMENT AND LIMITED WAIVER
TO CREDIT AGREEMENT
THIS THIRD AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT (this
"Amendment") is dated as of October 16, 2000 and entered into by and among LOEWS
CINEPLEX ENTERTAINMENT CORPORATION ("Company"), THE FINANCIAL INSTITUTIONS
LISTED ON THE SIGNATURE PAGES hereof (each individually referred to 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 (as amended by the First Amendment thereto
dated as of February 29, 2000 and the Second Amendment and Limited Waiver
thereto dated as of September 19, 2000 (the "Second Amendment"), the "Credit
Agreement"), by and among Company, Lenders, Administrative Agent and Co-
Syndication Agents. Capitalized terms used herein without definition shall have
the same meanings herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, Company previously requested that Lenders waive compliance
with certain covenants, and Lenders agreed to waive compliance with such
covenants, in each case as set forth in the Second Amendment;
WHEREAS, Company desires to modify the terms of the Second Amendment;
and
WHEREAS, Lenders have agreed to such modifications to the Second
Amendment, subject to the terms, conditions and agreements set forth herein,
including certain amendments to the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
Section 1. AMENDMENT TO THE SECOND AMENDMENT
Section 1 of the Second Amendment is hereby amended by deleting the
reference to "November 29, 2000" as the waiver expiration date in the
penultimate paragraph thereof and substituting "November 24, 2000" therefor.
1
<PAGE>
Section 2. AMENDMENTS TO THE CREDIT AGREEMENT
2.1 Amendments to Section 2: Amounts and Terms of Commitments and Loans
--------------------------------------------------------------------
A. Subsection 2.1A(i) of the Credit Agreement is hereby amended by
deleting the final paragraph thereof and substituting the following:
"Anything contained in this Agreement to the contrary notwithstanding,
the Tranche A Revolving Loans and the Tranche A Revolving Commitment shall
be subject to the following limitations:
(i) in no event shall the Total Utilization of the Tranche A Revolving
Loan Commitments exceed the Tranche A Revolving Loan Commitments then in
effect; and
(ii) in no event shall the aggregate principal amount of outstanding
Tranche A Revolving Loans and the Total Utilization of the Tranche A
Revolving Loan Commitments exceed the correlative amounts for the periods
shown below:
<TABLE>
<CAPTION>
Period Maximum Principal Amount of Maximum Total Utilization of
---------------------- Outstanding Tranche A Tranche A Revolving Loan
Revolving Loans Commitments
---------------------------- ----------------------------
<S> <C> <C>
September 9, 2000 - $659,200,000 $675,300,000
September 15, 2000
September 16, 2000 - $681,200,000 $697,300,000
September 22, 2000
September 23, 2000 - $685,000,000 $701,100,000
September 29, 2000
September 30, 2000 - $696,600,000 $712,700,000
October 6, 2000
October 7, 2000 - $692,300,000 $708,400,000
October 13, 2000
October 14, 2000 - $697,600,000 $713,700,000
December 1, 2000
</TABLE>
; provided that, upon the payment by Company of all accrued and unpaid
--------
interest due and owing with respect to the Loans as of October 16, 2000 on
October 16, 2000 in accordance with the terms of the Credit Agreement, for
the period from October 14, 2000-December 1, 2000, the (x) Maximum
Principal Amount of Outstanding Tranche A Revolving Loans shall be
$705,000,000 and (y) Maximum Total Utilization of Tranche A Revolving Loan
Commitments shall be $721,100,000; provided further that, from and after
-------- -------
the date of the consummation of the sale of the Coronet 1 & 2 Theatres
("Coronet Sale Date"), for the period from the first day immediately
following the Coronet Sale Date through December 1, 2000, the (x) Maximum
Principal Amount of Outstanding
2
<PAGE>
Tranche A Revolving Loans shall be $700,000,000 and (y) Maximum Total
Utilization of Tranche A Revolving Loan Commitments shall be $716,100,000.
Section 3. ADDITIONAL AGREEMENTS OF COMPANY
A. Notwithstanding anything to the contrary contained in the Second
Amendment, the obligations of Company under Section 4 of the Second Amendment
shall be deemed to be satisfied upon Company's delivery to counsel to the
Administrative Agent with irrevocable instructions to record mortgages, deeds of
trust, fixture filings and other security agreements with respect to the real
property set forth on Schedule A annexed hereto (the "New Jersey Mortgages") on
or before October 16, 2000, in each case in form and substance reasonably
satisfactory to Administrative Agent and its counsel. Notwithstanding anything
in the New Jersey Mortgages or any of the other Loan Documents to the contrary,
(x) the New Jersey Mortgages shall only secure the aggregate amount of the
Tranche A Revolving Loans in excess of $655,000,000 and the aggregate amount of
the Total Utilization of the Tranche A Revolving Loan Commitments in excess of
$671,100,000 and (y) the New Jersey Mortgages shall be released in the event
that (i) the aggregate amount of the outstanding Tranche A Revolving Loans is
reduced below $655,000,000 and the Total Utilization of the Tranche A Revolving
Loan Commitments is reduced below $671,100,000 and (ii) during the continuance
of the conditions described in the immediately preceding clause (i), Company
shall have either (a) delivered an irrevocable notice to Administrative Agent
permanently reducing the Tranche A Revolving Loan Commitments below $671,100,000
in accordance with the terms of the Credit Agreement or (b) the Tranche A
Revolving Loan Commitments shall have been permanently reduced below
$671,100,000 in accordance with the terms of the Credit Agreement.
B. In addition to the foregoing, Company hereby agrees that, within
two Business Days of Company and/or one or more of its Subsidiaries entering
into an agreement with respect to the sale or other disposition of all or any
portion of the real property and/or improvements comprising Coronet 1 & 2
Theatres, Company and/or its applicable Subsidiaries, as the case may be, shall
assign the right to receive up to $5,000,000 of the proceeds with respect to
such sale or other disposition to Administrative Agent for the benefit of
Lenders to the extent that application of such assigned proceeds will enable
Company to comply with the further proviso set forth in the final paragraph of
subsection 2.1A(i) of the Credit Agreement as amended by this Amendment, all
pursuant to documentation in form and substance reasonably satisfactory to
Administrative Agent and its counsel.
C. In consideration for the agreements of the Lenders in this
Amendment, (x) Company agrees to pay (i) $250,000 to Administrative Agent's
counsel on or before October 20, 2000 as an advance against fees for legal
services to be rendered and expenses to be incurred by such counsel and (ii)
$250,000 for fees of a financial advisor to Lenders to be designated by Agents
for financial advisory services within two days of Agents' designation of such
financial advisor. Company agrees to cooperate fully with counsel to the
Administrative Agent and the financial advisor to Lenders to promptly supply to
such counsel, such financial advisor, Agents and Lenders all information and
other materials requested by such counsel and/or such financial advisor with
respect to all matters relating to the finances, operations and prospects of
Company. Company agrees to deliver to Agents and Lenders on or before October
23, 2000 a revised
3
<PAGE>
budget for Company and its Subsidiaries for the period from and including
October 16, 2000 through and including February 28, 2002.
D. Failure to comply with any of the agreements set forth in this
Section 3 shall constitute an Event of Default.
Section 4. CONDITIONS TO EFFECTIVENESS
4.1 General
-------
Sections 1, 2 and 3 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 "Third Amendment
Effective Date") set forth in this Section 4.
4.2 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 Third Amendment Effective Date:
(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 and in
the Collateral Documents are true, correct and complete in all material
respects on and as of the Third Amendment Effective Date (after giving
effect to the provisions of Sections 1, 2 and 3 of this Amendment) 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), that no Event of Default
or Potential Event of Default has occurred and is continuing and that
Company and its Subsidiaries have performed in all material respects all
agreements and satisfied all conditions that the Credit Agreement, the
Collateral Documents and the Second Amendment (after giving effect to the
provisions of Sections 1, 2 and 3 of this Amendment) provide shall be
performed or satisfied by them on or before the Third Amendment Effective
Date;
(ii) executed copies of this Amendment; and
(iii) such other documents as Administrative Agent shall
reasonably request.
4.3 Delivery of New Jersey Mortgages
--------------------------------
Company shall have delivered to counsel for the Administrative
Agent with irrevocable instructions to record the mortgages, deeds of trust,
fixture filings and security agreements referenced in Section 3A of this
Amendment.
4
<PAGE>
4.4 Completion of Proceedings
-------------------------
On or before the Third 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 Administrative Agent and such counsel shall have received all such
counterpart originals or certified copies of such documents as Administrative
Agent may reasonably request.
Section 5. COMPANY'S REPRESENTATIONS AND WARRANTIES
5.1 Representations and Warranties
------------------------------
In order to induce Lenders to enter into this Amendment and to
amend the Second Amendment and 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 Credit Agreement, as amended by this
Amendment (the "Amended Agreement").
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 constituent 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 except as contemplated by the terms of the Amended Agreement, 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
5
<PAGE>
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 and in the Collateral Documents are and will be true,
correct and complete in all material respects on and as of the Third 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. After giving effect to the provisions of this Amendment, 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 6. MISCELLANEOUS
6.1 Reference to and Effect on the Credit Agreement and the Other Loan
------------------------------------------------------------------
Documents
---------
A. On and after the Third 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 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.
6.2 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.
6.3 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.
6
<PAGE>
6.4 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 CONFLICT OF LAWS PRINCIPLES.
6.5 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 Sections 1, 2 and 3
hereof, the effectiveness of which is governed by Section 4 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.
[Signature pages to follow]
7
<PAGE>
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/ John C. McBride, Jr.
----------------------------------------------------
Name: John C. McBride, Jr.
Title: Senior Vice President and General Counsel
LENDERS:
BANKERS TRUST COMPANY,
as Administrative Agent, Co-Syndication Agent and as a
Lender
By: /s/ Gregory P. Shefrin
----------------------------------------------------
Name: Gregory P. Shefrin
Title: Director
CREDIT SUISSE FIRST BOSTON,
as a Co-Syndication Agent and as a Lender
By: /s/ Kristin Lepri
----------------------------------------------------
Name: Kristin Lepri
Title: Associate
By: /s/ David L. Sawyer
----------------------------------------------------
Name: David L. Sawyer
Title: Vice President
S-1
<PAGE>
BANK OF AMERICA, N.A.,
as a Co-Syndication Agent and as a Lender
By: /s/ Sean W. Cassidy
----------------------------------------------
Name: Sean W. Cassidy
Title: Vice President
THE BANK OF NEW YORK,
as a Co-Syndication Agent and as a Lender
By: /s/ John R. Ciulla
----------------------------------------------
Name: John R. Ciulla
Title: Vice President
ABN AMRO BANK N.V.
By: /s/ Ian A. Hodgart
----------------------------------------------
Name: Ian A. Hodgart
Title: Authorized Signatory
THE BANK OF NOVA SCOTIA
By: _____________________________________________
Name:
Title:
THE BANK OF TOKYO MITSUBISHI TRUST
By: _____________________________________________
Name:
Title:
S-2
<PAGE>
BARCLAYS BANK PLC
By: /s/ Edward G. Hamway, Jr.
---------------------------------------------
Name: Edward G. Hamway, Jr.
Title: Director
CREDIT INDUSTRIEL ET COMMERCIAL
By: _____________________________________________
Name:
Title:
By: _____________________________________________
Name:
Title:
THE DAI-ICHI KANGYO BANK, LTD.
By: _____________________________________________
Name:
Title:
ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG
By: /s/ John S. Runnion
----------------------------------------------
Name: John S. Runnion
Title: First Vice President
FLEET NATIONAL BANK
By: _____________________________________________
Name:
Title:
S-3
<PAGE>
THE FUJI BANK, LIMITED - NEW YORK BRANCH
By:______________________________________
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By:_______________________________________
Name:
Title:
RIGGS BANK, N.A.
By:_______________________________________
Name:
Title:
SUMMIT BANK
By:_______________________________________
Name:
Title:
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By:_______________________________________
Name:
Title:
S-4
<PAGE>
BANK LEUMI USA
By:_______________________________________
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By:_______________________________________
Name:
Title:
PNC BANK, NATIONAL ASSOCATION
By:_______________________________________
Name:
Title:
STB DELAWARE FUNDING TRUST I
By:_______________________________________
Name:
Title:
NATEXIS BANQUE POPULAIRES
By:_______________________________________
Name:
Title:
By:_______________________________________
Name:
Title:
S-5
<PAGE>
ACKNOWLEDGMENT OF
THIRD AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT
Each of the undersigned, as (i) a Guarantor under that certain
Subsidiary Guaranty dated as of May 14, 1998, with additional counterparts
thereof executed by certain of the undersigned on February 28, 2000 and
September 15, 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
additional counterparts thereof executed by certain of the undersigned on
February 28, 2000 and September 15, 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 additional
counterparts thereof executed by certain of the undersigned on February 28, 2000
and September 15, 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 additional counterparts
thereof executed by certain of the undersigned on February 28, 2000 and
September 15, 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 Third
Amendment and Limited Waiver 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.
Acknowledgment-1
<PAGE>
CONTINENT CINEMAS, INC.
CRESCENT ADVERTISING CORPORATION
CRESTWOOD CINEMAS, INC.
CROFTON QUAD CORPORATION
D.H. GARFIELD ADVERTISING AGENCY, INC.
DISTRICT AMUSEMENT CORPORATION
DOWNSTATE THEATRE CORPORATION
EAST WINDSOR PICTURE CORP.
EATONTOWN THEATRE CORP.
ETON AMUSEMENT CORPORATION
FALL RIVER CINEMA, INC.
FLAT WOODS THEATER CORPORATION
FORTY-SECOND STREET CINEMAS, INC.
FOUNTAIN CINEMAS, INC.
FREEHOLD CINEMA CENTER, INC.
FREEHOLD PICTURE CORP.
GERARD THEATRE CORPORATION
H&M CINEMA CORPORATION
HAWTHORNE AMUSEMENT CORPORATION
HINSDALE AMUSEMENT CORPORATION
I-75 THEATRES, INC.
J-TOWN CINEMAS, INC.
KIPS BAY CINEMAS, INC.
LANCE 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.
Acknowledgment-2
<PAGE>
LOEWS CHERI CINEMAS, INC.
LOEWS CHERRY TREE MALL CINEMAS, INC.
LOEWS CHICAGO CINEMAS, INC.
LOEWS CHISHOLM PLACE CINEMAS, INC.
LOEWS CINEMAS ADVERTISING, INC.
LOEWS CINEPLEX INTERNATIONAL HOLDINGS, 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 DEWITT 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 FUQUA PARK CINEMAS, INC.
LOEWS GREECE CINEMAS, INC.
LOEWS GREENWICH CINEMAS, INC.
LOEWS GREENWOOD CINEMAS, INC.
LOEWS HARMON COVE CINEMAS, INC.
LOEWS-HARTZ 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.
Acknowledgment-3
<PAGE>
LOEWS MONROE CINEMA, INC.
LOEWS MONTGOMERY CINEMAS, INC.
LOEWS MOUNTAINSIDE CINEMAS, INC.
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 POST CINEMAS, INC.
LOEWS PRESTON PARK CINEMAS, INC.
LOEWS RICHMOND MALL CINEMAS, INC.
LOEWS RIDGEFELD PARK CINEMAS, INC.
LOEWS ROLLING MEADOWS 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 VESTAL CINEMAS, INC.
LOEWS WASHINGTON CINEMAS, INC.
LOEWS WEST CINEMAS, INC.
LOEWS WEST LONG BRANCH CINEMAS, INC.
LOEWS WESTERVILLE 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.
Acknowledgment-4
<PAGE>
MASSACHUSETTS CINEMA CORP.
MICKEY AMUSEMENTS, INC.
MID-STATES THEATRES, INC.
MIDCIN INC.
MIDDLEBROOK 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.
NORTH VERSAILLES CINEMAS, 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.
STROUD MALL CINEMAS, INC.
SYCAMORE THEATRE, INC.
TALENT BOOKING AGENCY, INC.
TAYLOR STAR THEATRES, INC.
THEATRE HOLDINGS, INC.
THI HOLDINGS, INC.
THIRTY-FOURTH STREET CINEMAS, INC.
TIMES THEATRES CORPORATION
TOMS RIVER THEATRE CORP.
TOWNE CENTER CINEMAS, INC.
TRI-COUNTY CINEMAS, INC.
TRI-SON SUPPLY CORP.
Acknowledgment-5
<PAGE>
TRIANGLE THEATRE CORP.
U.S.A. CINEMAS, INC.
VILLAGE CINEMAS, INC.
WEBSTER CHICAGO CINEMAS, INC.
WESTCHESTER CINEMAS, INC.
WESTLAND CINEMAS, INC.
WHITE MARSH CINEMAS, INC.
WOODRIDGE CINEMAS, INC.
C.O.H. ENTERTAINMENT, INC.
CINEPLEX ODEON FILMS, INC.
CINEPLEX ODEON FILMS INTERNATIONAL, INC.
PLITT SOUTHERN THEATRES, INC.
PLITT THEATRES, INC.
RKO CENTURY WARNER THEATRES, INC.
SEDGWICK MUSIC COMPANY
THE WALTER READE 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/ John C. McBride, Jr.
-------------------------------------------
Name: John C. McBride, Jr.
Title: Senior Vice President and General Counsel
of each of the foregoing
Acknowledgment-6
<PAGE>
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
LOEWS GARDEN STATE CINEMAS, LLC
GATEWAY CINEMAS, LLC
WATERFRONT CINEMAS, LLC
By: Plitt Theatres, Inc., sole member of each of the
foregoing
By: /s/ John C. McBride, Jr.
---------------------------------------
Name: John C. McBride, Jr.
Title: Senior Vice President and General Counsel
Counsel
Acknowledgment-7
<PAGE>
SCHEDULE A
Leasehold Properties
Theatre ID Name Address
169 Paramus Route 4 250 East Route 4
Paramus, New Jersey 07652
194 Cherry Hill 2121 Route 38
Cherry Hill, New Jersey 08002
220 New Brunswick 15 US Highway 1
New Brunswick, New Jersey 08903
233 Freehold Metroplex 101 Trotters Way
Freehold, New Jersey 07728
Fee Property
Theatre ID Name Address
176 Wayne 67 Willowbrook Boulevard
Wayne, New Jersey 07470
Sched. A-1
