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- S-4 Registration of securities issued in business combination transactions
- 2.1 Stock Purchase Agreement
- 3.1 Certificate of Incorporation of Loews Cineplex Entertainment Corp
- 3.2.1 Loews Citywalk Theatre Corporation
- 3.2.2 S&J Theatres, Inc.
- 3.2.3 Loews Bristol Cinemas, Inc.
- 3.2.4 Loews Connecticut Cinemas, Inc.
- 3.2.5 Downtown Boston Cinemas, LLC
- 3.2.6 Farmers Cinemas, Inc.
- 3.2.7 Gateway Cinemas, LLC
- 3.2.8 Kips Bay Cinemas, Inc.
- 3.2.9 Lce Mexican Holdings, Inc.
- 3.2.10 Lewisville Cinemas, LLC
- 3.2.11 Loeks Acquisition Corp.
- 3.2.12 Loews Akron Cinemas, Inc.
- 3.2.13 Loews Arlington Cinemas, Inc.
- 3.2.14 Loews Bay Terrace Cinemas, Inc.
- 3.2.15 Loews Berea Cinemas, Inc.
- 3.2.16 Loews Cineplex International Holdings, Inc.
- 3.2.17 Loews Cineplex Theatres, Inc.
- 3.2.18 Loews Cineplex Theatres Holdco, Inc.
- 3.2.19 Loews Cineplex U.S. Callco, LLC
- 3.2.20 Loews Garden State Cinemas, LLC
- 3.2.21 Loews Greenwood Cinemas, Inc.
- 3.2.22 Loews North Versailles Cinemas, LLC
- 3.2.23 Loews Plainville Cinemas, LLC
- 3.2.24 Loews Stonybrook Cinemas, Inc.
- 3.2.25 Loews Theatre Management Corp.
- 3.2.26 Loews Theatres Clearing Corp.
- 3.2.27 Loews USA Cinemas Inc.
- 3.2.28 Loews Vestal Cinemas, Inc.
- 3.2.29 Loews Washington Cinemas, Inc.
- 3.2.30 LTM New York, Inc.
- 3.2.31 LTM Turkish Holdings,inc.
- 3.2.32 Methuen Cinemas, LLC
- 3.2.33 Ohio Cinemas, LLC
- 3.2.34 Plitt Southern Theatres, Inc.
- 3.2.35 Plitt Theatres, Inc.
- 3.2.36 Poli-new England Theatres, Inc.
- 3.2.37 Richmond Mall Cinemas, LLC
- 3.2.38 Rko Century Warner Theatres, Inc.
- 3.2.39 Springfield Cinemas, LLC
- 3.2.40 Star Theatres of Michigan, Inc.
- 3.2.41 Star Theatres, Inc.
- 3.2.42 the Walter Reade Organization, Inc.
- 3.2.43 Theater Holdings, Inc.
- 3.2.44 U.s.a. Cinemas, Inc.
- 3.2.45 Waterfront Cinemas, LLC
- 3.2.46 Crestwood Cinemas, Inc.
- 3.2.47 Illinois Cinemas, Inc.
- 3.2.48 Loews Chicago Cinemas, Inc.
- 3.2.49 Loews Merrillville Cinemas, Inc.
- 3.2.50 Loews Piper's Theaters, Inc.
- 3.2.51 Loews Rolling Meadows Cinemas, Inc
- 3.2.52 North Star Cinemas, Inc.
- 3.2.53 Rosemont Cinemas, Inc.
- 3.2.54 Skokie Cinemas, Inc.
- 3.2.55 South Holland Cinemas, Inc.
- 3.2.56 Webster Chicago Cinemas, Inc.
- 3.2.57 Woodfield Cinemas, Inc.
- 3.2.58 Woodridge Cinemas, Inc.
- 3.2.59 Loews Century Mall Cinemas, Inc.
- 3.2.60 Loews Cherry Tree Mall Cinemas, Inc.
- 3.2.61 Loews Lafayette Cinemas, Inc.
- 3.2.62 Fall River Cinema, Inc.
- 3.2.63 Libery Tree Cinema Corp.
- 3.2.64 Loews Cheri Cinemas, Inc.
- 3.2.65 Loews Fresh Pond Cinemas, Inc.
- 3.2.66 Nickelodeon Boston, Inc.
- 3.2.67 Sack Theatres, Inc.
- 3.2.68 Loews Baltimore Cinemas, Inc.
- 3.2.69 Loews Centerpark Cinemas, Inc.
- 3.2.70 Brick Plaza Cinemas, Inc.
- 3.2.71 Jersey Garden Cinemas, Inc
- 3.2.72 Loews East Hanover Cinemas, Inc.
- 3.2.73 Loews Freehold Mall Cinemas, Inc.
- 3.2.74 Loews Meadowland Cinemas 8, Inc.
- 3.2.75 Loews Meadowland Cinemas, Inc.
- 3.2.76 Loews Mountainside Cinemas, Inc.
- 3.2.77 Loews New Jersey Cinemas, Inc.
- 3.2.78 Loews Newark Cinemas, Inc.
- 3.2.79 Loews Ridgefield Park Cinemas, Inc.
- 3.2.80 Loews Toms River Cinemas, Inc
- 3.2.81 Loews West Long Branch Cinemas, Inc.
- 3.2.82 Loews-hartz Music Makers Theatres, Inc.
- 3.2.83 Music Makers Theatres, Inc.
- 3.2.84 New Brunswick Cinemas, Inc
- 3.2.85 Parsippany Theatre Corp.
- 3.2.86 Red Bank Theatre Corporation
- 3.2.87 White Marsh Cinemas, Inc.
- 3.2.88 71ST & 3RD Ave. Corp.
- 3.2.89 Crescent Advertising Corporation
- 3.2.90 Eton Amusement Corporation
- 3.2.91 Forty-second Street Cinemas, Inc.
- 3.2.92 Hawthorne Amusement Corporation
- 3.2.93 Hindsadale Amusement Corporation
- 3.2.94 Lance Theatre Corporation
- 3.2.95 Loews Astor Plaza, Inc.
- 3.2.96 Loews Boulevard Cinemas, Inc.
- 3.2.97 Loews Broadway Cinemas, Inc.
- 3.2.98 Loews California Theatres, Inc.
- 3.2.99 Loews Crystal Run Cinemas, Inc
- 3.2.100 Loews East Village Cinemas, Inc.
- 3.2.101 Loews Elmwood Cinemas,inc.
- 3.2.102 Loews Levitton Cinemas, Inc.
- 3.2.103 Loews Lincoln Theatre Holding Corp.
- 3.2.104 Loews Orpheum Cinemas, Inc
- 3.2.105 Loews Palisades Center Cinema, Inc.
- 3.2.106 Loews Roosevelt Field Cinemas, Inc.
- 3.2.107 Loews Trylon Theatre, Inc.
- 3.2.108 Parkchester Amusement Corporation
- 3.2.109 Putnam Theatrical Corporation
- 3.2.110 Talent Booking Agency, Inc.
- 3.2.111 Thirty-fourth Street Cinemas, Inc.
- 3.2.112 Loews Richmond Mall Cinemas, Inc.
- 3.2.113 Mid-states Theatres, Inc.
- 3.2.114 Loews Montgomery Cinemas, Inc.
- 3.2.115 Stroud Mall Cinemas, Inc.
- 3.2.116 Cityplace Cinemas, Inc.
- 3.2.117 Fountain Cinemas, Inc.
- 3.2.118 Loews Arlington West Cinemas, Inc.
- 3.2.119 Loews Deuville North Cinemas, Inc.
- 3.2.120 Loews Fort Worth Cinemas, Inc
- 3.2.121 Loews Houston Cinemas, Inc.
- 3.2.122 Loews Lincoln Plaza Cinemas, Inc.
- 3.2.123 Loews Cineplex Entertainment Gift Card Corporation
- 3.2.124 Loews Pentagon City Cinemas, Inc.
- 3.2.125 By-laws of Lce
- 3.3 By-laws of Loews Cineplex Entertainment Corporation
- 3.4 By-laws of the Following Additional Registrants
- 3.5 By-laws of Lce Mexican Holdings, Inc.
- 3.6 By-laws of Loews Cineplex Theatres, Inc
- 3.7 Limited Liability Company Agreement of Loews Cineplex U.S. Callco, LLC
- 3.8 Limited Liability Company Agreement of Downtown Boston Cinemas, LLC
- 3.9 Limited Liability Company Agreement of Gateway Cinemas, LLC
- 3.10 Limited Liability Company Agreement of Loews North Versailles Cinemas, LLC
- 3.11 Limited Liability Company Agreement of Loews Plainville Cinemas, LLC
- 3.12 Limited Liability Company Agreement of Methuen Cinemas, LLC
- 3.13 Limited Liability Company Agreement of Ohio Cinemas, LLC
- 3.14 Limited Liability Company Agreement of Richmond Mall Cinemas, LLC
- 3.15 Limited Liability Company Agreement of Springfield Cinemas, LLC
- 3.16 Limited Liability Company Agreement of Waterfront Cinemas, LLC
- 3.17 Limited Liability Company Agreement of Lewisville Cinemas, LLC
- 3.18 Limited Liability Company Agreement of Loews Garden State Cinemas, LLC
- 3.19 Partnership Agreement of Loeks-star Partners
- 3.20 Certificate of Incorporation of Lce Acquisitionsub, Inc.
- 4.1 Indenture Dated As of July 30, 2004
- 4.2 Registration Rights Agreement Dated As of July 30, 2004
- 5 Opinion of Ropes & Gray LLP
- 9.1 Stockholders Agreement Dated As of July 30, 2005
- 9.2 Management Stockholders Agreement Dated As of January 12, 2005
- 10.1 Credit Agreement Dated As of July 30, 2004
- 10.2 Security Agreement Dated As of July 30, 2004
- 10.3 Loan Agreement Dated As of August 16, 2004
- 10.4 Revolving Loan Agreement Dated As of August 16, 2004
- 10.5 Subsidiary Guaranty Dated As of July 30, 2004
- 10.6 Management Agreement Dated As of July 30, 2004
- 10.7 Employment Agreement Between Travis Reid and Loews Cineplex Entertainment Corp.
- 10.8 Employment Agreement Between Miguel Davila and Loews Cineplex Entertainment Corp
- 10.9 Amended and Restated Management Stockholder Plan for Lce Holdings, Inc
- 10.10 Joint Venture Agreement Dated As of April 27, 1998
- 10.11 Amended and Restated Joint Venture Agreement Dated As of July 25, 2002
- 10.12 Amended and Restated Registration Rights Agreement Dated As of January 12, 2005
- 10.13 Form of Indemnification Agreement, 2002
- 10.14 Form of Indemnification Agreement, 2001
- 10.15 Form of Option Agreement of Lce Holdings, Inc. and Lce Intermediate Holdings
- 10.16 Option Agreement
- 12 Statement of Computation of Earnings to Fixed Charges
- 21 List of Subsidiaries
- 25 Statement of Eligibility of Trustee on Form T-1 of U.S. Bank As Trustee
- 99.1 Letter of Transmittal
- 99.2 Notice of Guaranteed Delivery
- 5 Aug 05 Registration of securities issued in business combination transactions (amended)
- 25 Jul 05 Registration of securities issued in business combination transactions (amended)
- 29 Jun 05 Registration of securities issued in business combination transactions (amended)
- 18 Apr 05 Registration of securities issued in business combination transactions
Exhibit 25
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)
U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
800 Nicollet Mall Minneapolis, Minnesota | 55402 | |
(Address of principal executive offices) | (Zip Code) |
Richard Prokosch
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
(651) 495-3918
(Name, address and telephone number of agent for service)
Loews Cineplex Entertainment Corporation
(Issuer with respect to the Securities)
Delaware | 48-1281416 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
711 Fifth Avenue New York, New York | 10022 | |
(Address of Principal Executive Offices) | (Zip Code) |
9% Senior Subordinated Notes due 2014
(Title of the Indenture Securities)
FORM T-1
Item 1. | GENERAL INFORMATION.Furnish the following information as to the Trustee. |
a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Washington, D.C.
b) | Whether it is authorized to exercise corporate trust powers. |
Yes
Item 2. | AFFILIATIONS WITH OBLIGOR.If the obligor is an affiliate of the Trustee, describe each such affiliation. |
None
Items 3-15 | Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. |
Item 16. | LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. |
1. | A copy of the Articles of Association of the Trustee.* |
2. | A copy of the certificate of authority of the Trustee to commence business.* |
3. | A copy of the certificate of authority of the Trustee to exercise corporate trust powers.* |
4. | A copy of the existing bylaws of the Trustee.* |
5. | A copy of each Indenture referred to in Item 4. Not applicable. |
6. | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. |
7. | Report of Condition of the Trustee as of December 31, 2004 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
* | Incorporated by reference to Registration Number 333-67188. |
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NOTE
The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors. While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefor.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 24th of March, 2005.
By: | /s/ RICHARD PROKOSCH | |
Richard Prokosch | ||
Vice President |
By: | /s/ LORI-ANNE ROSENBERG | |
Lori-Anne Rosenberg | ||
Vice President |
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Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Dated: March 24, 2005
By: | /s/ RICHARD PROKOSCH | |
Richard Prokosch | ||
Vice President |
By: | /s/ LORI-ANNE ROSENBERG | |
Lori-Anne Rosenberg | ||
Vice President |
4
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2004
($000’s)
9/30/2004 | |||
Assets | |||
Cash and Due From Depository Institutions | $ | 6,340,324 | |
Federal Reserve Stock | 0 | ||
Securities | 41,160,517 | ||
Federal Funds | 2,727,496 | ||
Loans & Lease Financing Receivables | 122,755,374 | ||
Fixed Assets | 1,791,705 | ||
Intangible Assets | 10,104,022 | ||
Other Assets | 9,557,200 | ||
Total Assets | $ | 194,436,638 | |
Liabilities | |||
Deposits | $ | 128,301,617 | |
Fed Funds | 8,226,759 | ||
Treasury Demand Notes | 0 | ||
Trading Liabilities | 156,654 | ||
Other Borrowed Money | 25,478,470 | ||
Acceptances | 94,553 | ||
Subordinated Notes and Debentures | 6,386,971 | ||
Other Liabilities | 5,910,141 | ||
Total Liabilities | $ | 174,555,165 | |
Equity | |||
Minority Interest in Subsidiaries | $ | 1,016,160 | |
Common and Preferred Stock | 18,200 | ||
Surplus | 11,792,288 | ||
Undivided Profits | 7,054,825 | ||
Total Equity Capital | $ | 19,881,473 | |
Total Liabilities and Equity Capital | $ | 194,436,638 |
To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.
U.S. Bank National Association | ||
By: | /s/ RICHARD PROKOSCH | |
Vice President |
Date: March 24, 2005
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