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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 3.2.41
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 05/09/1991 751129003 – 2262570 |
CERTIFICATE OF INCORPORATION
OF
LOEWS THEATRE ENTERPRISES, INC.
THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, do hereby certify as follows:
FIRST: The name of the corporation is LOEWS THEATRE ENTERPRISES, INC.
SECOND: Its initial registered office is to be located at 32 Loockerman Square, Suite L-100, in the City of Dover, in the County of Kent, in the State of Delaware. The name of its initial registered agent at that address is The Prentice-Hall Corporation System, Inc.
THIRD: The purposes of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
FOURTH: The aggregate number of shares of stock which the corporation is authorized to issue is One (100) Hundred, each of which has a par value of One ($0.01) Cent per share. All such shares are of one class and are Common Stock.
FIFTH: The name and address of the single incorporator is as follows:
David I. Badain
47 Plaza Street
Brooklyn, New York 11217
SIXTH: The registered agent of the corporation is the The Prentice-Hall Corporation System, Inc. whose address is 32 Loockerman Square, Suite L-100, Dover, Delaware. The registered agent is the agent of the corporation upon whom process against it may be served.
SEVENTH: The By-Laws of the Corporation may be made, altered, amended, changed, added to or repealed by the Board of Directors without the assent or vote of the stockholders. Elections of directors need not be by ballot unless the By-Laws so provide.
EIGHTH: The corporation shall have the power to indemnify all persons whom it may indemnify pursuant to law, including, without limitation, Section 145 of the Delaware General Corporation Law, as amended from time to time.
NINTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of §102 of the General Corporation Law of the State of Delaware as the same may be amended and supplemented.
TENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the 30th day of April, 1991.
/s/ David I. Badain |
David I. Badain |
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Star Theatres, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: In accordance with Section 303 of the General Corporation Law of the State of Delaware, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter ofIn re Loews Cineplex Entertainment Corporation et. al., case number 01-40391, confirmed and approved on March 1, 2002.
SECOND: That the Certificate of Incorporation of this corporation be amended by adding the following sentence to Article Four:
“In accordance with Section 1123(a)(6) of the Bankruptcy code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003”.
THIRD: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on March 21, 2002.
IN WITNESS WHEREOF, said Star Theatres, Inc. has caused this certificate to be signed by Bryan Berndt, its Vice President, this 21st day of March, 2002, under penalty of perjury that this Certificate is the act and deed of this Corporation and that the facts stated herein are true.
| Star Theatres, Inc. | ||
| By: | /s/ Bryan Berndt | |
Bryan Berndt | ||
Vice President | ||
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 05:00 PM 03/21/2002 020188786 - 2262570 |