SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 8, 2000
LOEWS CINEPLEX ENTERTAINMENT CORPORATION
Exact name of registrant as specified in its charter
DELAWARE File No. 1-14099 13-3386485
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
711 Fifth Avenue, 11th Floor, New York, New York 10022
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (212) 833-6200
Not Applicable
(former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
On December 8, 2000, Loews Cineplex Entertainment Corporation (the
"Company") entered into a Supplemental Indenture (the "Supplemental
Indenture") to the Indenture dated as of August 5, 1998 (the "Indenture"),
between HSBC Bank USA, as Trustee and successor-in-interest to Bankers
Trust Company, and the Company, for its 8 7/8% Senior Subordinated Notes due
2008. A copy of the Supplemental Indenture is attached hereto as Exhibit
10.9.6 and incorporated herein by reference
On December 8, 2000, the Company issued a press release (the "Press
Release") announcing that it had entered into the Fifth Amendment and
Limited Waiver (the "Waiver") to its Credit Agreement. A copy of the Press
Release is attached hereto as Exhibit 10.9.7 and incorporated herein by
reference, and a copy of the Waiver is attached hereto as Exhibit 10.9.8
and incorporated herein by reference.
Item 6. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Businesses Acquired: Not applicable.
(b) Pro Forma Financial Information: Not applicable
(c) Exhibits
Exhibit Number Description
10.9.6 Supplemental Indenture, dated as of
December 8, 2000
10.9.7 Press Release, dated December 8, 2000
10.9.8 Fifth Amendment and Limited Waiver to
Credit Agreement, dated as of
December 7, 2000
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LOEWS CINEPLEX ENTERTAINMENT
CORPORATION
Dated: December 18, 2000 By: /s/ John C. McBride, Jr.
-------------------------------
John C. McBride, Jr.
Senior Vice President and
General Counsel
<PAGE>
LOEWS CINEPLEX ENTERTAINMENT CORPORATION
FORM 8-K
CURRENT REPORT
EXHIBIT INDEX
Exhibit No. Description
10.9.6 Supplemental Indenture, dated as of
December 8, 2000
10.9.7 Press Release, dated December 8, 2000
10.9.8 Fifth Amendment and Limited Waiver to
Credit Agreement, dated as of
December 7, 2000
<PAGE>
Exhibit 10.9.6
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LOEWS CINEPLEX ENTERTAINMENT CORPORATION
As Issuer
---------
TO
HSBC BANK USA
As Trustee
----------
---------------
Supplemental Indenture
Dated as of December 8, 2000
----------------
To the Indenture dated as of August 5, 1998
8 7/8% Senior Subordinated Notes due 2008
------------------------------------------------------------
<PAGE>
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE, dated as of December 8, 2000 (this
"Supplemental Indenture"), between Loews Cineplex Entertainment
Corporation, a corporation duly organized and existing under the laws of
the State of Delaware (herein called the "Company"), and HSBC Bank USA, a
New York banking corporation, as Trustee (herein called the "Trustee"), as
successor-in-interest to Bankers Trust Company ("BTCo."). Capitalized terms
used herein and not otherwise defined herein are used with the meanings
assigned in the Indenture.
WHEREAS, the Company has executed and delivered to BTCo., as
predecessor-in-interest to the Trustee, an Indenture dated as of August 5,
1998 (the "Indenture"), providing for the issuance by the Company of $300
million in aggregate principal amount of 8 7/8% Senior Subordinated Notes
due 2008 (the "Notes");
WHEREAS, Section 902 of the Indenture provides that, with the
consent of the Holders of not less than a majority in principal amount of
the Outstanding Notes, the Company, when authorized by Board Resolution,
and the Trustee may enter into an indenture or indentures supplemental to
the Indenture in order to effect a modification thereto contemplated by
Section 902;
WHEREAS, the parties hereto are entering into this Supplemental
Indenture in order to effect a modification contemplated by Section 902 of
the Indenture;
WHEREAS, the Holders of not less than a majority in principal
amount of the Outstanding Notes have previously consented to this
Supplemental Indenture by delivering consent in the form attached hereto;
and
WHEREAS, the Company has previously been authorized to execute
and deliver to the Trustee this Supplemental Indenture by reason of a Board
Resolution delivered to the Trustee in accordance with the Indenture.
NOW THEREFORE, the parties hereto agree as follows:
SECTION 1. AMENDMENT
---------
The Indenture is hereby amended (the "Amendment") in the
following respects:
1.1. Definitions.
-----------
A. Section 101 of the Indenture is hereby amended by adding the
following definitions in the appropriate alphabetical order:
"Cineplex Subsidiaries" means Cineplex Odeon Corporation and each
of its Subsidiaries.
"Plitt Subsidiaries" means Plitt Theatres, Inc. and each of its
Subsidiaries.
B. Section 101 of the Indenture is hereby further amended by
deleting the definition of "Restricted Subsidiary" in its entirety and
inserting the following therefor:
"Restricted Subsidiary" means any Subsidiary, whether existing on
or after the date of this Indenture, unless such Subsidiary is an
Unrestricted Subsidiary; provided that, solely for the purposes of clauses
(8) and (9) of Section 501, each Plitt Subsidiary and each Cineplex
Subsidiary shall be deemed not to be a "Restricted Subsidiary."
1.2. Events of Default. Section 501 of the Indenture is hereby
amended by adding the following after clause "(9)":
Notwithstanding anything herein or in the Notes to the contrary,
a case under title 11 of chapter 11 of the United States Code in respect of
any Plitt Subsidiary and/or an insolvency proceeding in respect of any
Cineplex Subsidiary and/or any limitation or restrictions on the Company
and/or any of its Subsidiaries as a consequence thereof shall not result in
any way in an Event of Default under the Indenture as supplemented hereby.
SECTION 2 MISCELLANEOUS.
-------------
2.1. Ratification of Amendment. As amended by this Supplemental
Indenture, the Indenture is in all respects ratified and confirmed, and the
Indenture, as amended by this Supplemental Indenture, shall be read, taken
and construed as one and the same instrument.
2.2. Instrument Pursuant to the Indenture. This Supplemental
Indenture is executed pursuant to Section 902 of the Indenture and shall
(unless otherwise expressly indicated herein) be construed, administered,
and applied in accordance with all of the terms and provisions of the
Indenture. The amendments set forth herein shall be limited precisely as
provided for herein and shall not be deemed to be a waiver of, amendment
of, consent to or modification of any other term or provision of the
Indenture or of any term or provision of any other document or of any
transaction. All conditions precedent to the execution and delivery of this
Supplemental Indenture have been satisfied.
2.3. Counterparts. This Supplemental Indenture may be executed in
any number of counterparts by the parties hereto, each of which shall be an
original, and all such counterparts shall constitute one and the same
instrument.
2.4. Governing Law. This Supplemental Indenture shall be governed
by and construed, and the obligations, rights and remedies of the parties
hereunder shall be determined, in accordance with the internal laws
(without application of its conflict of laws provisions) of the State of
New York.
<PAGE>
IN WITNESS WHEROF, the parties hereto have caused this
Supplemental Indenture to be duly executed and delivered by their proper
and duly authorized officers as of the day and year first above written.
LOEWS CINEPLEX ENTERTAINMENT CORPORATION
By /s/ John J. Walker
--------------------------
Name: John J. Walker
Title: Senior Vice President
Chief Financial Officer
and Treasurer
Attest:
/s/ David I. Badain
----------------------------
David I. Badain
Assistant Secretary
HSBC Bank USA, as Trustee
By /s/ Russ Paladino
----------------------------------------
Name: Russ Paladino
Title: Vice President
Attest:
/s/ James M. Foley
--------------------------
James M. Foley
Assistant Vice President
<PAGE>
Schedule A
----------
List below the certificate number(s) and aggregate principal amount of
such Securities for which this Consent is given. If the space provided is
inadequate, list all such information on a separately executed schedule and
affix the schedule to this Schedule A.
<TABLE>
<CAPTION>
----------------------------------------------- -------------------- -------------------- -------------------
Name(s) and Address(es) of Registered Aggregate
Holder(s) or Name of DTC Participant and Principal Amount Principal Amount
Participant's DTC Account Number in which Certificate of Securities as to which
Securities are Held Number(s)* Represented Consents are
Given**
<S> <C> <C> <C>
----------------------------------------------- -------------------- -------------------- -------------------
$ $
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Total Principal Amount of Securities $ $
-------------------- -------------------- -------------------
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* Need not be completed by Holders whose Securities are held of record
by DTC or its nominee.
** Unless otherwise specified in the column labeled "Principal Amount as
to which Consents are Given", the registered Holder will be deemed to
have consented in respect of the entire aggregate principal amount
represented by the Securities of the series indicated in the column
labeled "Aggregate Principal Amount of Securities Represented".
-------------------------------------------------------------------------------------------------------------
The names and addresses of the registered Holders should be
printed exactly as they appear on the certificates representing the
Securities identified above.
</TABLE>
<PAGE>
(To be completed by all Holders of Securities providing Consents)
By completing, executing and delivering this Letter of Consent, the
undersigned hereby consents to the Amendment (and to execution of the
supplemental indenture effecting the Amendment) with respect to the
principal amount of the Securities of the series listed on the attached
Schedule A in the column under the column heading "Principal Amount as to
which Consents are Given" (or, if nothing is indicated in the latter column
heading, with respect to the entire aggregate principal amount represented
by the Securities of the series described in such box).
This Letter of Consent must be signed by the Holder(s) of record as of
the Record Date of such Securities exactly as the name(s) appear(s) on
certificate(s) representing such Securities or, if executed by a
Participant in DTC, exactly as such Participant's name appears on a
security position listing as the owner of such Securities. If this Letter
of Consent is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth the full title of
the authorized signatory.
------------------------------------------------------------------------------
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Signature(s) of Record Holder(s) or Authorized Signatory
Dated
-----------------
Names
-------------------------------------------------------------------------
(Please Print)
Capacity
-------------------------------------------------------------------------
Address
-------------------------------------------------------------------------
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(Including Zip Code)
Area Code and Telephone Number
------------------------------------------------
Tax Identification or Social Security No.
------------------------------------------------
Authorized Signature
----------------------------------------------------------
Name of Firm
------------------------------------------------------------------
THE UNDERSIGNED AUTHORIZES THE INFORMATION AGENT TO DELIVER THIS
CONSENT TO THE COMPANY AND THE TRUSTEE AS EVIDENCE OF THE UNDERSIGNED'S
CONSENT TO THE AMENDMENT.
<PAGE>
Exhibit 10.9.7
Loews Cineplex Entertainment Announces Extension of Waiver Under Its Credit
Facility to January 26, 2001
NEW YORK & TORONTO--(BUSINESS WIRE)--Dec. 8, 2000--Loews Cineplex
Entertainment Corporation (NYSE:LCP; TSE:LCX) announced today that it has
entered into an agreement with the syndicate banks that provide funding
to the Company under its Senior Secured Revolving Credit Facility to
extend from December 8, 2000 through February 26, 2001 the waiver of
compliance with various financial covenants under the Credit Facility.
Under the modified terms, the Company will have access to a limited
amount of additional availability under the Credit Facility through
January 26, 2001 to meet its anticipated financial obligations during the
waiver period and has agreed to provide additional collateral.
During the waiver period, the Company will continue discussions with its
lending group and the other members of its capital structure in order to
address, among other things, the Company's long-term liquidity needs
beyond this period. There can, of course, be no assurance that the
Company will be able to reach such an agreement with its lenders. If the
Company is unsuccessful in its negotiations, the lending group could
accelerate the maturity of these loans and the Company could face the
prospect of a restructuring under bankruptcy proceedings.
Loews Cineplex Entertainment Corporation is one of the world's largest
publicly traded theatre exhibition companies in terms of revenues and
operating cash flow, with 2,960 screens in 376 locations primarily in
major theatres throughout the United States, Canada and Europe. Loews
Cineplex's divisions include Loews Cineplex United States, Loews Cineplex
International and Cineplex Odeon Canada. Loews Cineplex operates theatres
under the Loews, Sony and Cineplex Odeon names. In addition, the Company
is a partner in Magic Johnson Theatres, Star Theatres, Yelmo Cineplex de
Espana, De Laurentiis Cineplex d'Italia, Transturk Cineplex of Turkey and
Far East Cineplex of Vietnam.
This press release contains forward-looking statements regarding the
Company's results and prospects. Actual results could differ materially
from these statements. The forward-looking statements in this press
release could be read in conjunction with the factors described in "Item
2. Management's Discussion and Analysis of Financial Condition and
Results of Operations--Factors That May Affect Future Performance" in the
Company's quarterly Report on Form 10-Q for the quarterly period ended
August 31, 2000, which, among others, could cause actual results to
differ materially from those contained in forward-looking statements made
in this press release and in oral statements made by authorized officers
of the Company. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of their dates. The
Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. # # #
For More Information:
LOEWS CINEPLEX
Mindy Tucker
Corporate Vice President, Strategic Planning
212.833.6073
<PAGE>
Exhibit 10.9.8
EXECUTION
LOEWS CINEPLEX ENTERTAINMENT CORPORATION
FIFTH AMENDMENT AND LIMITED WAIVER
TO CREDIT AGREEMENT
THIS FIFTH AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT (this
"Amendment") is dated as of December 7, 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 to Credit Agreement dated as of
February 29, 2000, the Second Amendment and Limited Waiver to Credit
Agreement dated as of September 19, 2000 (the "Second Amendment"), the
Third Amendment and Limited Waiver to Credit Agreement dated as of October
16, 2000 (the "Third Amendment") and the Fourth Amendment and Limited
Waiver to Credit Agreement dated as of November 21, 2000 (the "Fourth
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 financial covenants for the periods ended August
31, 2000 and November 30, 2000, and Lenders agreed to waive compliance with
such covenants, in each case as set forth in the Second Amendment and the
Fourth Amendment;
WHEREAS, Company desires to modify the terms of the Second
Amendment and the Fourth Amendment to extend the expiration date of the
waivers granted therein and to make certain modifications to certain other
provisions of the Credit Agreement; and
WHEREAS, Lenders have agreed to such modifications, subject to
the terms, conditions and agreements set forth herein.
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto
agree as follows:
Section 1. EXTENSION OF EXPIRATION DATE OF WAIVERS OF FINANCIAL COVENANTS
Section 1 of the Second Amendment and Section 2 of the Fourth
Amendment are hereby amended by deleting the reference to "December 8,
2000" as the expiration date for the waivers of the financial covenants
contained in subsection 7.6 of the Credit Agreement for the fiscal quarters
ended August 31, 2000 and November 30, 2000, and substituting "January 26,
2001" therefor.
Section 2. AMENDMENTS TO THE CREDIT AGREEMENT
2.1 Amendments to Section 1: Provisions Relating to Defined Terms
--------------------------------------------------------------
A. Subsection 1.1 of the Credit Agreement is hereby amended by
adding thereto the following definitions in the appropriate alphabetical
sequence:
"Additional Theatre Mortgages" means the mortgages, deeds of
trust, fixture filings and security agreements in form and substance
satisfactory to Administrative Agent and its counsel with respect to real
property set forth on Schedule 1 annexed to the Fifth Amendment.
"Canadian Operations" has the meaning assigned to that term in
subsection 7.16.
"Fifth Amendment" means the Fifth Amendment and Limited Waiver to
Credit Agreement dated as of December 7, 2000 by and among Company, the
Lenders listed on the signature pages thereof, BTCo, Bank of America, N.A.,
The Bank of New York and Credit Suisse First Boston.
"Fifth Amendment Effective Date" means the date on which the
Fifth Amendment becomes effective.
"Liquidity Financing Commitment" means the commitment letter
attached as Annex A to the Fifth Amendment from certain of the Lenders to
provide certain financing to Company.
"Subsidiary Investment" means (i) any direct or indirect purchase
or other acquisition by Company or any of its Subsidiaries of, or of a
beneficial interest in, stock or other Securities of any other Person, (ii)
any direct or indirect redemption, retirement, purchase or other
acquisition for value, by any Subsidiary of Company from any Person other
than Company, of any equity Securities of such Subsidiary, or (iii) any
direct or indirect loan, advance (other than advances to employees for
moving, entertainment and travel expenses, drawing accounts and similar
expenditures in the ordinary course of business) or capital contribution by
Company or any of its Subsidiaries to any other Person, including all
indebtedness and accounts receivable from that other Person that are not
current assets or did not arise from sales to that other Person in the
ordinary course of business. The amount of any Subsidiary Investment shall
be the original cost of such Subsidiary Investment plus the cost of all
additions thereto, without any adjustments for increases or decreases in
value, or write-ups, write-downs or write-offs with respect to such
Subsidiary Investment. It is hereby acknowledged and agreed that the term
"Subsidiary Investment" as defined herein is only utilized in this
Agreement pursuant to subsection 7.16.
B. Subsection 1.1 of the Credit Agreement is hereby further
amended by deleting the definitions of "Interest Payment Date" and
"Significant Subsidiary" in their entirety therefrom and inserting,
respectively, the following therefor:
"Interest Payment Date" means (i) with respect to any Base Rate
Loan, (y) prior to the Fifth Amendment Effective Date, each January 15,
April 15, July 15, and October 15 of each year, commencing on the first
such date to occur after the Closing Date and (z) after the Fifth Amendment
Effective Date, the fifteenth day of each calendar month, commencing
December 15, 2000, and (ii) with respect to any Eurodollar Rate Loan, the
last day of each Interest Period applicable to such Loan; provided that in
the case of each Interest Period of longer than three months "Interest
Payment Date" shall also include the date that is three months after the
commencement of such Interest Period or an integral multiple thereof;
provided further that commencing November 1, 2000, "Interest Payment Date"
with respect to any Eurodollar Rate Loan shall also include the second and
eighth days of each calendar month thereafter corresponding to the monthly
anniversaries of the commencement of then continuing Interest Periods (it
being understood and agreed that any interest that would have been due and
owing on December 2, 2000 after giving effect to this proviso shall be due
and owing on the Fifth Amendment Effective Date); and provided still
further that on and after the Fifth Amendment Effective Date, only one
month Interest Periods can be requested by Company.
"Significant Subsidiary" has the meaning set forth in Rule
1-02(w) of Regulation S-X under the Exchange Act, substituting 5 percent
whenever 10 percent appears in such Rule; provided that, solely for
purposes of this Agreement, each of Plitt Theaters, Inc., Cineplex Odeon
Corporation and each of their respective Subsidiaries shall be deemed to
not be a "Significant Subsidiary".
2.2 Amendments to Section 2: Amounts and Terms of Commitments and
Loans
-----------------------------------------------------------------
In addition to the amendments made to subsections 2.2A,
2.4A(iii)(b) and 2.4A(iii) of the Credit Agreement made by Sections 3.2C,
3.2D and 3.2E of the Second Amendment, Section 2 of the Credit Agreement is
further amended as follows:
A. Limitations on Availability. 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>
Maximum Principal Maximum Total Utilization
Amount of Outstanding of Tranche A Revolving
Period 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 - $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 - $705,000,000 $721,100,000
December 8, 2000
December 9, 2000 - $750,000,000 $750,000,000
January 26, 2001
</TABLE>
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; provided that the proceeds of additional Loans made on and after the
Fifth Amendment Effective Date shall be used for the following
purposes: (y) $18,000,000 (including $1,400,000 to be paid to Sony
Pictures Entertainment Inc. with respect to the Canadian Operations)
shall be used to pay the obligations owing under the Shareholder
Support Letters and (z) any additional Loans shall be used only to pay
interest, fees (including the amendment fee referred to in subsection
5.7 of the Fifth Amendment) and expenses of the Lenders (including
counsel and professional advisors) and fees and expenses payable under
the Liquidity Financing Commitment.
B. Prepayment and Reduction from Net Asset Sale Proceeds.
Subsection 2.4(iii)(a) of the Credit Agreement, as amended by the Second
Amendment, is hereby further amended to read in its entirety as follows:
"(a) Prepayments and Reductions From Net Asset Sale Proceeds. No
later than the first Business Day following the date of
receipt by Company or any of its subsidiaries of any Net
Asset Sale Proceeds in respect of any Asset Sale, Company
shall prepay the Loans and the Commitments shall be
permanently reduced in an aggregate amount equal to 100% of
such Net Asset Sale Proceeds; provided, however, that so
long as no Event of Default or Potential Event of Default
has occurred and is continuing at the time of such sale, in
the event that the Company consummates Asset Sales with
respect to the Coronet 1 and 2 Theatres and/or the Kingsway
Theatre, (1) the Company and its Subsidiaries may retain the
first $4,600,000 in aggregate Net Asset Sale Proceeds
received by the Company and/or any of its Subsidiaries in
connection with Asset Sales of the Coronet 1 and 2 Theatres
and the Kingsway Theatre, (2) the Company shall prepay the
Loans and the Commitments shall be permanently reduced in an
amount equal to the aggregate Net Asset Sale Proceeds
received by the Company and/or any of its Subsidiaries in
excess of $4,600,000 in connection with Asset Sales of the
Coronet 1 and 2 Theatres and the Kingsway Theatre; provided
that the amount of the Loans prepaid and Commitments
permanently reduced pursuant to this clause (2) shall not
exceed $5,000,000, (3) the Company shall prepay the Loans
and the Commitments shall be permanently reduced in an
amount equal to 50% of the aggregate Net Asset Sale Proceeds
in excess of $9,600,000 received by the Company and/or any
of its Subsidiaries in connection with Asset Sales of the
Coronet 1 and 2 Theatres and the Kingsway Theatre and (4)
the Company and its Subsidiaries may retain 50% of the
aggregate Net Asset Sale Proceeds in excess of $9,600,000
received by the Company and/or any of its Subsidiaries in
connection with Asset Sales of the Coronet 1 and 2 Theatres
and the Kingsway Theatre."
2.3 Amendments to Section 7: Company's Negative Covenants
-----------------------------------------------------
A. Section 7.2 of the Credit Agreement is hereby amended by
deleting the reference to "and" at the end of clause (vi) thereof, deleting
the reference to "." at the end of clause (vii) thereof and substituting ";
and" therefor and inserting the following at the end thereof:
"(viii) Liens securing Indebtedness of Cineplex Odeon Corporation
due and owing to Company; provided that (x) such Indebtedness is
permitted by subsection 7.1(iv), (y)(1) such Indebtedness is pledged
to Agent for the benefit of Lenders pursuant to the applicable
Collateral Document and (2) such Liens are collaterally assigned to
Agent for the benefit of Lenders pursuant to the applicable Collateral
Document and (z) such Liens are granted pursuant to documentation
reasonably satisfactory in form and substance to Agent and its
counsel."
B. Section 7 of the Credit Agreement is hereby further amended by
adding new subsections 7.15, 7.16 and 7.17 to read as follows:
"7.15 Certain Capital Expenditures. Company shall not, and shall
not permit any Subsidiary to, make aggregate Capital Expenditures
(other than Capital Expenditures with respect to Canadian Operations
and other foreign operations) during the period from November 24, 2000
through January 26, 2001 in excess of $20,500,000.
7.16 Certain Investments. Company shall not, and shall not permit
any Subsidiary to, make Subsidiary Investments during the period from
November 24, 2000 through January 26, 2001 with respect to Canadian
Operations (as defined below) or any other foreign operations in
excess of the following aggregate amounts: (y) Subsidiary Investments
in Cineplex Odeon Corporation, its Subsidiaries and any Joint Ventures
in which Cineplex Odeon Corporation or any of its Subsidiaries has any
direct or indirect interest (collectively, the "Canadian Operations")
shall not exceed $3,300,000 (exclusive of $1,400,000 paid to Sony
Pictures Entertainment Inc. on behalf of Canadian Operations); and (z)
Subsidiary Investments in foreign operations (other than Canadian
Operations) shall not exceed $1,000,000.
7.17 Plitt Theatres, Inc. Cash Management System. Company shall
not, and shall not permit any of its Subsidiaries to, permit the cash
management system currently used by Company with respect to Plitt
Theatres, Inc. and its Subsidiaries to not be used by Company, Plitt
Theatres, Inc. and its Subsidiaries as currently used."
2.4 Amendments to Section 10: Miscellaneous
----------------------------------------
Section 10.1B(i)(b) of the Credit Agreement is hereby amended by
deleting the reference to "with the consent of Administrative Agent and
Company (which consent shall not be unreasonably withheld)" contained
therein and substituting "with the consent of Administrative Agent (which
consent shall not be unreasonably withheld) and Company (which consent
shall not be unreasonably withheld); provided that it is hereby
acknowledged and agreed that (x) Company's right to consent to a proposed
assignment shall be limited to whether or not the proposed assignee is an
Eligible Assignee and (y) if Company fails to respond to a request for
Company's consent to a proposed assignment within two Business Days of such
request, Company's consent to such proposed assignment shall be deemed
given" therefor.
Section 3. ADDITIONAL AGREEMENTS OF COMPANY
A. Delivery of Additional Theatre Mortgages. In consideration for
the agreements of the Lenders in this Amendment, as further collateral for
the Obligations, Company hereby agrees to deliver to counsel to the
Administrative Agent, with irrevocable instruments to record, the
Additional Theatre Mortgages on or before Fifth Amendment Effective Date.
Notwithstanding anything in the Additional Theatre Mortgages or
any of the other Loan Documents to the contrary, (x) the Additional Theatre
Mortgages shall only secure the aggregate amount of the Tranche A Revolving
Loans in excess of $655,000,000 but less than $741,500,000 and all accrued
and unpaid interest on the Loans and the aggregate amount of the Total
Utilization of the Tranche A Revolving Loan Commitments in excess of
$663,500,000 and (y) the Additional Theatre 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 $663,500,000,
(ii) during the continuance of the conditions described in the immediately
preceding clause (i), Company shall have either (1) delivered an
irrevocable notice to Administrative Agent permanently reducing the Tranche
A Revolving Loan Commitments below $655,000,000 in accordance with the
terms of the Credit Agreement or (2) the Tranche A Revolving Loan
Commitments shall have been permanently reduced below $655,000,000 in
accordance with the terms of the Credit Agreement and (iii) Company shall
have paid all accrued and unpaid interest on the Loans through and
including the date of release of the Additional Theatre Mortgages.
B. Direct Payment of Certain Obligations. Company hereby
irrevocably authorizes Administrative Agent to make the following direct
wire transfers and credits of the proceeds of Loans made between December
8, 2000 and January 26, 2001 (x) upon the written direction of Company, to
wire transfer $9,000,000 to each of Universal Studios, Inc. and Sony
Pictures Entertainment Inc. on December 15, 2000 and December 18, 2000,
respectively, (y) to immediately debit Company's account at Administrative
Agent to pay (i) interest and fees due Lenders on the date due (including
the amendment fee referred to in subsection 5.7 of this Amendment) and (ii)
without duplication of the fees referred to in clause (z), fees and
expenses payable under the Liquidity Financing Commitment and (z) one
Business Day after the presentation to Company of the applicable invoices,
to debit Company's account at Administrative Agent to pay fees of counsel
and professional advisors of Lenders.
C. Acknowledgement. The Loans outstanding as of the date hereof
are in an amount equal to $705,000,000 (the "Existing Loans") and the
Letter of Credit Usage as of the date hereof is in an amount equal to
$16,100,000 (the "Existing L/C Obligations", and together with the Existing
Loans, the "Existing Extensions of Credit"), and no Loan Party has any
defense or right of offset with respect to such amounts.
D. Failure of any Loan Party to comply with the agreements set
forth in this Section 3 shall constitute an Event of Default.
Section 4. ADDITIONAL AGREEMENTS OF LENDERS
A. Notwithstanding anything in this Amendment or in any of the
Loan Documents to the contrary, a case under title 11 of chapter 11 of the
United States Code in respect of Plitt Theatres, Inc. and its Subsidiaries
and/or an insolvency proceeding in respect of Cineplex Odeon Corporation
and its Subsidiaries and/or any limitation or restrictions on the Company
and/or any of its Subsidiaries as a consequence thereof shall not in any
way result in an Event of Default under this Amendment or any of the Loan
Documents.
B. Agent hereby agrees to promptly execute and deliver to Company
partial releases with respect to Uniform Commercial Code Financing
Statements to the extent required in connection with the sale of the
Coronet 1 and 2 Theatres and the Kingsway Theatre. Lenders hereby consent
to Agent executing and delivering to Company partial releases with respect
to Uniform Commercial Code Financing Statements to the extent required in
connection with the sale of the Coronet 1 and 2 Theatres and the Kingsway
Theatre.
Section 5. CONDITIONS TO EFFECTIVENESS
5.1 General
-------
Sections 1, 2, 3 and 4 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 "Fifth
Amendment Effective Date") set forth in this Section 5.
5.2 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 Fifth 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 Fifth
Amendment Effective Date (after giving effect to the provisions
of Sections 1, 2, 3 and 4 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 and the Fourth
Amendment (after giving effect to the provisions of Sections 1,
2, 3 and 4 of this Amendment) provide shall be performed or
satisfied by them on or before the Fifth Amendment Effective
Date;
(ii) executed copies of this Amendment; and
(iii) such other documents as Administrative Agent shall
reasonably request.
5.3 Delivery of Additional Theatre Mortgages
----------------------------------------
Company shall have delivered to counsel for the Administrative
Agent fully executed Additional Theatre Mortgages with irrevocable
instructions to record such instruments.
5.4 Supplement to the Senior Subordinated Indenture
-----------------------------------------------
Company and HSBC Bank, USA shall have entered into a supplement
to the Indenture dated as of August 5, 1998 in the form annexed hereto as
Annex B to this Amendment and Administrative Agent shall have received an
executed copy of such supplement and of consents from the holders of the 8
7/8% Senior Subordinated Notes due 2008 sufficient to approve such
supplement.
5.5 Acceptance of Liquidity Financing Commitment
--------------------------------------------
Company shall have accepted and executed the Liquidity Financing
Commitment and delivered an executed copy thereof to Administrative Agent
and paid the acceptance fee referred to therein.
5.6 Completion of Proceedings
-------------------------
On or before the Fifth 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.
5.7 Amendment Fee
-------------
Company shall have paid to Administrative Agent, for distribution
to those Lenders who have executed and delivered this Amendment on or
before December 8, 2000 (the "Consenting Lenders"), an amendment fee equal
to 0.125% of the aggregate Commitments of the Consenting Lenders. As soon
as practicable following the Fifth Amendment Effective Date, the
Administrative Agent shall distribute to each Consenting Lender an amount
determined by multiplying (a) the total amount of such amendment fee by (b)
a fraction the numerator of which is the Commitment of that Consenting
Lender and the denominator of which is the aggregate Commitments of the
Consenting Lenders.
Section 6. COMPANY'S REPRESENTATIONS AND WARRANTIES
6.1 Representations and Warranties
------------------------------
In order to induce Lenders to enter into this Amendment and to
amend the Second Amendment and the Fourth 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 Fifth
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 7. MISCELLANEOUS
7.1 Reference to and Effect on the Credit Agreement and the Other
Loan Documents
-----------------------------------------------------------------
A. On and after the Fifth 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.
7.2 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.
7.3 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.
7.4 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.
7.5 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 and 4 hereof, the effectiveness of which is governed by
Section 5 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/ Lawrence J. Ruisi
----------------------------------------
Name: Lawrence J. Ruisi
Title: President and
Chief Executive Officer
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/ Didier Siffer
----------------------------------------
Name: Didier Siffer
Title: Vice President
BANK OF AMERICA, N.A.,
as a Co-Syndication Agent and as a Lender
By:
------------------------------------------
Name:
Title:
THE BANK OF NEW YORK,
as a Co-Syndication Agent and as a Lender
By: /s/ Richard P. Hebner
----------------------------------------
Name: Richard P. Hebner
Title: Vice President
ABN AMRO BANK N.V.
By: /s/ Steven O. Wimpenny
----------------------------------------
Name: Steven O. Wimpenny
Title: Group Senior Vice President
By: /s/ William J. Teresky, Jr.
----------------------------------------
Name: William J. Teresky, Jr.
Title: Group Vice President
THE BANK OF NOVA SCOTIA
By: /s/ D.N. Gillespie
----------------------------------------
Name: D.N. Gillespie
Title: Managing Director/Unit Head
BANK OF TOKYO - MITSUBISHI TRUST COMPANY
By: /s/ S. Akita
----------------------------------------
Name: S. Akita
Title: Vice President
BARCLAYS BANK PLC
By:
------------------------------------------
Name:
Title:
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: /s/ Daniel Guevara
----------------------------------------
Name: Daniel Guevara
Title: Vice President
ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG
By: /s/ John S. Runnlon
----------------------------------------
Name: John S. Runnlon
Title: First Vice President
By: /s/ Arcinee Hovanessian
----------------------------------------
Name: Arcinee Hovanessian
Title: Vice President
FLEET NATIONAL BANK
By: /s/ Joanne P. O'Keeffe
----------------------------------------
Name: Joanne P. O'Keeffe
Title: Vice President
THE FUJI BANK, LIMITED - NEW YORK BRANCH
By:
----------------------------------------
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By: /s/ Noel P. Purceu
----------------------------------------
Name: Noel P. Purceu
Title: Vice President
SALOMON BROTHERS HOLDING COMPANY INC.
By:
---------------------------------
Name:
Title:
SUMMIT BANK
By:
---------------------------------
Name:
Title:
THE MITSUBISHI TRUST AND BANKING CORPORATION
By:
---------------------------------
Name:
Title:
BANK LEUMI USA
By: /s/ Joung Hee Hong
----------------------------------------
Name: Joung Hee Hong
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ W. Jerome McDermott
----------------------------------------
Name: W. Jerome McDermott
Title: Duly Authorized Signatory
PNC BANK, NATIONAL ASSOCIATION
By:
---------------------------------
Name:
Title:
STB DELAWARE FUNDING TRUST I
By: /s/ Donald C. Hargadon
----------------------------------------
Name: Donald C. Hargadon
Title: Assistant Vice President
NATEXIS BANQUE POPULAIRES
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
<PAGE>
ACKNOWLEDGMENT OF
FIFTH 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 Fifth 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/ Lawrence J. Ruisi
-------------------------------------
Name: Lawrence J. Ruisi
Title: President and Chief
Executive Officer
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/ Lawrence J. Ruisi
---------------------------------
Name: Lawrence J. Ruisi
Title: President and Chief
Executive Officer
<PAGE>
SCHEDULE 1
Leasehold Properties
THEATRE ID NAME ADDRESS
181 East Hanover 145 Route 10
East Hanover, NJ 07936
404 Cityplace 2600 North Haskell
Dallas, TX 75204
511 Norridge 4520 N. Harlem Avenue
Norridge, IL 60706
520 Crestwood 13221 Rivercrest Drive
Crestwood, IL 60445
620 Danbury 4-6 International Drive
Danbury, CT 06810
790 Liberty Tree Mall 100 Independence Way
Danvers, MA 01923
<PAGE>
ANNEX A
<PAGE>
ANNEX B
