Exhibit 10.9.5
EXECUTION
LOEWS CINEPLEX ENTERTAINMENT CORPORATION
FOURTH AMENDMENT AND LIMITED WAIVER
TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT
(this "AMENDMENT") is dated as of November 21, 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, the Second Amendment and Limited Waiver thereto dated as of September
19, 2000 (the "SECOND AMENDMENT"), and the Third Amendment and Limited
Waiver to Credit Agreement dated as of October 16, 2000 (the "THIRD
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 Third Amendment;
WHEREAS, Company desires to modify the terms of the Second
Amendment, as amended by the Third Amendment, and requests that Lenders
waive compliance with certain covenants; and
WHEREAS, Lenders have agreed to such modifications to the Second
Amendment, as amended by the Third Amendment, and to such waivers, in each
case 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
Notwithstanding anything to the contrary contained in Section 1
of the Third Amendment, Section 1 of the Second Amendment is hereby amended
by deleting the reference to "November 24, 2000" as the waiver expiration
date in the penultimate paragraph thereof and substituting "December 8,
2000" therefor.
SECTION 2. WAIVERS
Subject to the terms and conditions set forth herein and in
reliance on the representations and warranties of Company herein contained,
Lenders hereby waive compliance with the provisions of subsections 7.6A,
7.6B and 7.6C of the Credit Agreement to the extent, and only to the
extent, that such provisions would require
(x) the ratio of (i) Wholly-Owned Total Debt on the last day of
the Fiscal Quarter ended November 30, 2000 to (ii) Annualized Pro
Forma Wholly Owned EBITDA for the four-Fiscal Quarter period ended on
such last day to be not greater than 6.25:1.00;
(y) the ratio of (i) Consolidated Debt of Company and its
Subsidiaries on the last day of the Fiscal Quarter ended November 30,
2000 to (ii) Annualized Pro Forma EBITDA of Company and its
Subsidiaries for the Four-Fiscal Quarter period ending on such last
day to be not greater than 5.85:1.00; and
(z) the ratio of (i) Annualized Pro Forma Wholly Owned EBITDAR
for the Four-Fiscal Quarter period ended November 30, 2000 to (ii) the
sum of (a) Wholly-Owned Total Debt Interest Expense for such period
plus (b) Wholly Owned Rent Expense for such period to be not less than
1.30:1.00.
The foregoing waivers shall expire on December 8, 2000 with the
effect that on such date, the provisions of subsections 7.6A, 7.6B and 7.6C
of the Credit Agreement as in effect immediately prior to the effectiveness
of this Amendment shall again be in full force and effect.
Except as expressly set forth in this Amendment, the terms,
provisions and conditions of the Credit Agreement and the other Loan
Documents shall remain in full force and effect and in all other respects
are hereby ratified and confirmed.
SECTION 3. LIMITATION OF WAIVERS
Without limiting the generality of the provisions of subsection
9.6 of the Credit Agreement, the waiver set forth above shall be limited
precisely as written and relates solely to the noncompliance by Company
with the provisions of subsections 7.6A, 7.6B and 7.6C of the Credit
Agreement in the manner and to the extent described above, and nothing in
this Amendment shall be deemed to:
(a) constitute a waiver of compliance by Company with respect to
(i) subsections 7.6A, 7.6B and 7.6C of the Credit Agreement in any
other instance or for any other time period or (ii) any other term,
provision or condition of the Credit Agreement or any other instrument
or agreement referred to therein; or
(b) prejudice any right or remedy that Agents or any Lender may
now have (except to the extent such right or remedy was based upon
existing defaults that will not exist after giving effect to this
Amendment until the terms of the waiver set forth above expires) or
may have in the future under or in connection with the Credit
Agreement or any other instrument or agreement referred to therein.
SECTION 4. AMENDMENTS TO THE CREDIT AGREEMENT
4.1 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 Maximum Total Utilization of
----------------------- Amount of Outstanding of Tranche A Revolving
Tranche A Revolving Loans Loan 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
September 29, 2000 $685,000,000 $701,100,000
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 - $705,000,000 $721,100,000
December 8, 2000
</TABLE>
; provided 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 8, 2000, the (x) Maximum Principal Amount of
Outstanding 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.
B. Subsection 2.2A of the Credit Agreement is hereby amended by
deleting the last paragraph thereof in its entirety and substituting the
following therefor:
"Notwithstanding anything in the foregoing subsection 2.2A to the
contrary, subject to the provisions of subsections 2.2E and 2.7,
from and after November 21, 2000, the Loans shall bear interest
through maturity (interest after maturity is provided for in such
subsection 2.2E) as follows:
(a) if a Base Rate Loan, then at the Base Rate then in
effect plus 1.50% per annum; or
(b) if a Eurodollar Rate Loan, then at the sum of the
Adjusted Eurodollar Rate plus 3.50% per annum."
SECTION 5. ADDITIONAL AGREEMENTS OF COMPANY
A. 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 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.
B. Notwithstanding anything to the contrary contained in the
Credit Agreement or any of the other Loan Documents, Company hereby agrees
that from and after the Fourth Amendment Effective Date (as defined below)
it shall not have any outstanding Eurodollar Rate Loans other than
Eurodollar Rate Loans with Interest Periods of one month; provided that, to
the extent Company has a Eurodollar Rate Loan outstanding on the Fourth
Amendment Effective Date with an Interest Period of more than one month,
such Eurodollar Rate Loan may remain outstanding until the expiration of
the current Interest Period with respect to such outstanding Eurodollar
Rate Loan.
C. Notwithstanding anything to the contrary contained in the
Credit Agreement or in the other Loan Documents, Company agrees to make an
additional interest payment of (x) $103,888.89 on December 2, 2000 (the
"FIRST ADDITIONAL INTEREST AMOUNT") and (y) $160,555.56 on December 8, 2000
(the "SECOND ADDITIONAL INTEREST AMOUNT"; the sum of the First Additional
Interest Amount and the Second Additional Interest Amount is the "TOTAL
ADDITIONAL INTEREST AMOUNT"). The Company hereby acknowledges and agrees
that (x) as of December 2, 2000, it shall owe the amount of accrued and
unpaid interest it would otherwise owe as of December 2, 2000 as determined
in accordance with the Credit Agreement as amended by this Amendment less
the First Additional Interest Amount and (y) as of December 8, 2000, it
shall owe the amount of accrued and unpaid interest it would otherwise owe
as of December 8, 2000 as determined in accordance with the Credit
Agreement as amended by this Amendment less the Total Additional Interest
Amount.
D. Failure to comply with any of the agreements set forth in this
Section 5 shall constitute an Event of Default.
SECTION 6. CONDITIONS TO EFFECTIVENESS
6.1 GENERAL
-------
Sections 1, 2, 3, 4 and 5 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 "FOURTH AMENDMENT EFFECTIVE DATE") set forth in this Section 6.
6.2 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 Fourth 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 Fourth Amendment Effective Date (after giving effect to
the provisions of Sections 1, 2, 3, 4 and 5 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 Third
Amendment (after giving effect to the provisions of Sections 1, 2, 3,
4 and 5 of this Amendment) provide shall be performed or satisfied by
them on or before the Fourth Amendment Effective Date;
(ii) executed copies of this Amendment; and
(iii) such other documents as Administrative Agent shall
reasonably request.
6.3 COMPLETION OF PROCEEDINGS
-------------------------
On or before the Fourth 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 7. COMPANY'S REPRESENTATIONS AND WARRANTIES
7.1 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 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 Fourth
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 8. MISCELLANEOUS
8.1 REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS
--------------------------------------------------------
A. On and after the Fourth 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.
8.2 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.
8.3 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.
8.4 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.
8.5 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, 3, 4 and 5 hereof, the effectiveness of which is governed by
Section 6 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]
<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/ Carol Flaton
------------------------------------
Name: Carol Flaton
Title: Director
By: /s/ Jan Kofol
------------------------------------
Name: Jan Kofol
Title: Director
BANK OF AMERICA, N.A.,
as a Co-Syndication Agent and as a Lender
By: /s/ Clara Yang Strand
------------------------------------
Name: Clara Yang Strand
Title: Managing Director
THE BANK OF NEW YORK,
as a Co-Syndication Agent and as a Lender
By: /s/ Richard P. Hebner
------------------------------------
Name: Richard P. Hebner
Title: V.P.
ABN AMRO BANK N.V.
By:
------------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By:
------------------------------------
Name:
Title:
THE BANK OF TOKYO MITSUBISHI TRUST
By:
------------------------------------
Name:
Title:
BARCLAYS BANK PLC
By: /s/ Edward G. Hamway, Jr.
------------------------------------
Name: Edward G. Hamway, Jr.
Title: Director
CREDIT INDUSTRIEL ET
COMMERCIAL
By: /s/ Anthony Rock
------------------------------------
Name: Anthony Rock
Title: Vice President
By: /s/ Marcus Edward
------------------------------------
Name: Marcus Edward
Title: Vice President
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
Erste Bank New York Branch
By: /s/ Arcinee Hovanessian
------------------------------------
Name: Arcinee Hovanessian
Title: Vice President
Erste Bank New York Branch
FLEET NATIONAL BANK
By:
------------------------------------
Name:
Title:
THE FUJI BANK, LIMITED - NEW YORK BRANCH
By:
------------------------------------
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By:
------------------------------------
Name:
Title:
SALOMON BROTHERS HOLDING
COMPANY INCORPORATED
By:
------------------------------------
Name:
Title:
SUMMIT BANK
By: /s/ Kevin M. Behan
------------------------------------
Name: Kevin M. Behan
Title: Vice President
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By:
------------------------------------
Name:
Title:
BANK LEUMI USA
By:
------------------------------------
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ W. Jerome McDermott
------------------------------------
Name: W. Jerome McDermott
Title: Duly Authorized Signatory
PNC BANK, NATIONAL ASSOCATION
By:
------------------------------------
Name:
Title:
STB DELAWARE FUNDING TRUST I
By:
------------------------------------
Name:
Title:
NATEXIS BANQUE POPULAIRES
By:
------------------------------------
Name:
Title:
By:
------------------------------------
Name:
Title:
<PAGE>
ACKNOWLEDGMENT OF
FOURTH 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 Fourth
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.
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.
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.
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.
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.
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
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
