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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 3.2.112
F0333-0731
Department of State
The State Of Ohio
Sherrod Brown
Secretary of State
621168
Certificate
It is hereby certified that the Secretary of State of Ohio has custody of the Records of Incorporation and Miscellaneous Filings; that said records show the filing and recording of: ARE of: LOEWS RICHMOND MALL CINEMAS, INC.
United States of America State of Ohio Office of the Secretary of State | Recorded on Roll F353 at Frame 0732 of the Records of Incorporation and Miscellaneous Filings. | |||
| Witness my hand and the seal of the Secretary of State, at the City of Columbus, Ohio, this 4th day of Oct, A.D. 19 . | ||||
| [SEAL] | /s/ SHERROD BROWN | |||
Sherrod Brown Secretary of State | ||||
Page 2
F0333-0732
C-101 Prescribed by Secretary of State – Anthony J. Celebresses, Jr.
APPROVED FOR FILING | ||||
| By/s/ Illegible | ||||
| Date 10-04-83 | ||||
| Amount 75.00 | ||||
Articles of Incorporation
– OF –
Loews Richmond Mall Cinemas, Inc.
(Name of Corporation)
The undersigned, a majority of whom are citizens of the United States, desiring to form a corporation, for profit, under Sections 1701.01 et seq. of the Revised Code of Ohio, do hereby certify:
FIRST. The name of said corporation shall be Loews Richmond Mall Cinemas, Inc.
SECOND. The place in Ohio where its principal office is to be located is 700 Richmond Mall, Cleveland, Ohio 44143, Cuyahoga County.
(City, Village or Township)
THIRD. The purposes for which it is formed are:
To engage in any lawful act or activity for which corporations may be formed under sections 1701.01 to 1701.98, inclusive, of the Revised Code of the State of Ohio.
Page 3
F0333-0733
FOURTH. The number of shares which the corporation is authorized to have outstanding is Five (500) Hundred shares having a par value of $1.00 each.
FIFTH. The amount of stated capital with which the corporation shall begin business is FIVE HUNDRED Dollars ($500.00).
IN WITNESS WHEREOF, We have hereunto subscribed our names, this 30th day of September, 1983
| Loews Richmond Mall Cinemas, Inc. |
| (Name of Corporation) |
| /s/ CAROL DOKTORSKI |
| Carol Doktorski |
| /s/ BARBARA R. CORBETT |
| Barbara R. Corbett |
| (INCORPORATORS’ NAMES SHOULD BE TYPED OR PRINTED BENEATH SIGNATURES) |
| N.B. | Articles will be returned unless accompanied by form designating statutory agent. See Section 1701.07, Revised Code of the State of Ohio. |
Page 4
F0333-0734
Original Appointment of Statutory Agent
The undersigned, being at least a majority of the incorporators of Loews Richmond Mall Cinemas, Inc.,
(Name Of Corporation)
hereby appoint United States Corporation Company to be statutory agent upon whom any process, notice or demand required
(Name of Agent)
or permitted by statute to be served upon the corporation may be served.
The complete address of the agent is: 21 East State Street , Columbus , Franklin County, Ohio 43215.
(Street) (City or Village) (Zip Code)
Date: September 30, 1983
| /s/ Illegible |
| Carol A. __________ |
| /s/ BARBARA R. CORBETT |
Incorporator Barbara R. Corbett |
| Incorporator |
| Incorporator |
Instructions
| 1) | Profit and non-profit articles of incorporation must be accompanied by an original appointment of agent R.C. 1701.04(C), 1702.04 (C). |
| 2) | The statutory agent for a corporation may be (a) a natural person who is a resident of Ohio, or (b) an Ohio corporation or a foreign corporation licensed in Ohio which has a business address in this state and is explicitly authorized by its articles of incorporation to act as a statutory agent R.C. 1701.07(A), 1702.06(A). |
| 3) | The agent’s complete street address must be given; a post office box number is not acceptable R.C.1701.07(C), 1702.06(C). |
| 4) | An original appointment of agent form must be signed by at least a majority of the incorporators of the corporation, R.C. 1701.07(B), 1702.06(B). |
Form C-AGO April, 19_
Prescribed by Secretary of State Anthony J, Celebrazze, Jr.
Page 5
F0740-1 2
Department of State
The State of Ohio
Sherrod Brown
Secretary of State
621168
Certificate
It is hereby certified that the Secretary of State of Ohio has custody of the Records of Incorporation and Miscellaneous Filings, that said records show the filing and recording of: MER of : LOEWS RICHMOND MALL CINEMAS, INC.
United States of America State of Ohio Office of the Secretary of State | Recorded on Roll F749 at Frame 1003 of the Records of Incorporation and Miscellaneous Filings. | |||
| Witness my hand and the seal of the Secretary of State, at the City of Columbus, Ohio, this 25TH day of SEP, A.D.1985. | ||||
| [SEAL] |
| /S/ SHERROD BROWN |
| Sherrod Brown |
| Secretary of State |
Page 2
Prescribed byJ. Kenneth Blackwell Please obtain fee amount and mailing instructions from the Filing Reference Guide (using the 3 digit form # located at the bottom of this form). To obtain the Filing Reference Guide or for assistance, please call Customer Service: Central Ohio: (614)-466-3910 Toll Free: 1-877-SOS-FILE(1-877-767-3453) | Expedite is an additional fee of $100.00 þ Expedite |
CERTIFICATE OF AMENDMENT
BY DIRECTORS OF
Loews Richmond Mall Cinemas, Inc.
(Name of Corporation)
621168
(charter number)
Bryan Berndt, who is the Vice President
(name) (title)
of the above named Ohio corporation for profit, does hereby certify that:
| þ | a meeting of the shareholders was duly called and held on 3-21-02 |
(date)
| ¨ | in a writing signed by all the Directors pursuant to Section 1701-54 of the Ohio Revised Code, the following resolution was adopted pursuant to Section 1701.70(B) ( ) (insert proper paragraph number) of the Ohio Revised Code: |
| __________________________________________________________________________________________________ |
| __________________________________________________________________________________________________ |
| __________________________________________________________________________________________________ |
| x | Please check box if additional provisions are attached. |
In accordance with Section 1701.75 of the Ohio Revised Code, this Amendment to the Articles of Incorporation was made pursuant to a provision contained in an order by the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of the Corporation in the matter of In re Loews Cineplex Entertainment Corporation et. al., case number 01-40532, confirmed and approved on March 1, 2002.
Article 4 of the Certificate of Incorporation is hereby amended by adding the following sentence:
“In accordance with Section1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21st, 2003.”
Provisions attached hereto are incorporated herein and made a part of these article of incorporation.
IN WITNESS WHEREOF, the above named officer, acting for and on behalf of the corporation, has hereunto subscribed his name on 3-21-02
(his/her) (date)
| Signature: | /S/ BRYAN BERNDT | |
Title: | Bryan Berndt, Vice President | |
Page 2