Common use of Securities Held by the Company, etc Clause in Contracts

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building agreement between the Company and the Initial Purchasers. Very truly yours, AMC ENTERTAINMENT INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENT, as Guarantors By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter: within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a building binding agreement between among the Company Company, the Guarantors and the several Initial Purchasers. Very truly yours, AMC ENTERTAINMENT PRESTIGE BRANDS, INC. By: /s/ Xxxxx /S/ XXXXX X. Xxxxxx XXXXXXXX ----------------------------------- Name: Xxxxx X. Xxxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENTPRESTIGE BRANDS INTERNATIONAL, as Guarantors LLC PRESTIGE PRODUCTS HOLDINGS, INC. PRESTIGE HOUSEHOLD HOLDINGS, INC. PRESTIGE HOUSEHOLD BRANDS, INC. THE COMET PRODUCTS CORPORATION THE SPIC AND SPAN COMPANY PRESTIGE ACQUISITION HOLDINGS LLC MEDTECH HOLDINGS, INC. MEDTECH PRODUCTS, INC. PECOS PHARMACEUTICAL, INC. THE CUTEX COMPANY PRESTIGE PERSONAL CARE HOLDINGS, INC. PRESTIGE PERSONAL CARE, INC. THE DENOREX COMPANY XXXXXX BAY HOLDINGS, INC. PRESTIGE BRANDS HOLDINGS, INC. PRESTIGE BRANDS FINANCIAL CORPORATION PRESTIGE BRANDS INTERNATIONAL, INC. By: /s/ Xxxxx /S/ XXXXX X. Xxxxxx XXXXXXXX ----------------------------- Name: Xxxxx X. Xxxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE CITIGROUP GLOBAL MARKETS INC. BANC OF AMERICA SECURITIES (USA) LLCLLC XXXXXXX LYNCH, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx Xxxxxx CITIGROUP GLOBAL MARKETS INC. By /S/ XXXX XXXXXXX ---------------------------- Name: Xxxx Xxxxxx XxXxxxx Title: Director Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. Vice President ANNEX A Each Brokerbroker-Dealer dealer that receives New Securities new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securitiesnew securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “"underwriter: " within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of New Securities new securities received in exchange for Securities securities where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Company company has agreed that, starting on the Expiration Date (as defined herein) expiration date and ending on the close of business one year 180 days after the Expiration Dateexpiration date, it will make this Prospectus prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each Brokerbroker-Dealer dealer that receives New Securities new securities for its own account in exchange for Securitiessecurities, where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securitiesnew securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each Brokerbroker-Dealer dealer that receives New Securities new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securitiesnew securities. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of New Securities new securities received in exchange for Securities securities where such Securities securities were acquired as a result of market-making activities or other trading activities. The Company has company and the guarantors have agreed that, starting on the Expiration Date expiration date and ending on the close of business one year 180 days after the Expiration Dateexpiration date, it they will make this Prospectusprospectus, as amended or supplemented, available to any Brokerbroker-Dealer dealer for use in connection with any such resale. In addition, until __________, 2006______, all dealers effecting transactions in the New Securities new securities may be required to deliver a prospectus. The Company company will not receive any proceeds from any sale of New Securities new securities by brokersbroker-dealers. New Securities securities received by Brokerbroker-Dealers dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Brokerbroker-Dealer dealer and/or the purchasers of any such New Securitiesnew securities. Any Brokerbroker-Dealer dealer that resells New Securities new securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities new securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities new securities and any commissions or concessions received by any such Persons persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Dateexpiration date, the Company company and the guarantors will promptly send additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any Brokerbroker-Dealer dealer that requests such documents in the Letter of Transmittal. The Company company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securitiessecurities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities securities (including any Brokerbroker-Dealersdealers) against certain liabilities, including liabilities under the Securities Act. Rider [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D RIDER A CHECK HERE PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ______________________________ Address: Rider ______________________________ ______________________________ RIDER B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of the principal amount at maturity of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors or its their respective Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building binding agreement between among the Company Company, the Guarantors and the Initial several Purchasers. Very truly yours, AMC ENTERTAINMENT AMERICAN TOWERS, INC. By: /s/ Xxxxx Xxxxxxx X. Xxxxxx ----------------------------------- Name: Xxxxx Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENTand Treasurer Each of the Guarantors agrees to be bound by the terms and conditions of this Registration Rights Agreement, as of the date of the consummation of the Escrow Corp. Merger. Prior to such date, the Guarantors shall not be deemed to be a party to this Registration Rights Agreement and shall not be bound by the terms and conditions thereof. American Tower Corporation ATC GP, Inc. American Tower Delaware Corporation American Tower Management, Inc. ATC LP Inc. ATC International Holding Corp. New Loma Communications, Inc. Towersites Monitoring, Inc. Xxxxx Iron & Steel Co., Inc. Carolina Towers, Inc. ATC Tower Services, Inc. UniSite, Inc. ATC South America Holding Corp. American Tower International, Inc. By: /s/ Xxxxx Xxxxxx X. Xxxxxx Xxxxxxxxx -------------------------------------- Name: Xxxxx Xxxxxx X. Xxxxxx Xxxxxxxxx Title: Executive Sr. Vice President American Tower LLC By: American Tower Corporation, its sole member and Chief Financial Officer DOWNTOWN BOSTON CINEMASmanager By: /s/ Xxxxxx X. Xxxxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Sr. Vice President Towers of America, L.L.L.P. ATS/PCS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRESAmerican Tower, L.P., its general partner and its sole member and manager (as applicable) By: ATC GP, INC., as Sole Member its general partner By: /s/ Xxxxx Xxxxxx X. Xxxxxx Xxxxxxxxx -------------------------------------- Name: Xxxxx Xxxxxx X. Xxxxxx Xxxxxxxxx Title: Executive Sr. Vice President American Tower PA LLC Telecom Towers, L.L.C. ATC South LLC By: American Towers, Inc., its sole member and Chief Financial Officer GATEWAY CINEMASmanager By: /s/ Xxxxxx X. Xxxxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Sr. Vice President ATC Midwest, LLC LEWISVILLE CINEMASBy: American Tower Management, Inc., its sole member and manager By: /s/ Xxxxxx X. Xxxxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Sr. Vice President XXX Xxxxx Xxxxxxx xx Xxxxxxx, LLC LOEWS GARDEN STATE CINEMASBy: ATC South LLC., its sole member By: American Towers, Inc., its sole member and manager By: /s/ Xxxxxx X. Xxxxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Sr. Vice President American Tower, L.P. By: ATC GP, Inc., its general partner By: /s/ Xxxxxx X. Xxxxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Sr. Vice President Shreveport Tower Company By: Telecom Towers, LLC, as Guarantors and ATC South, LLC, its general partners By: RKO CENTURY WARNER THEATRESAmerican Towers, INC.Inc., as Sole Member their sole member and manager By: /s/ Xxxxx Xxxxxx X. Xxxxxx Xxxxxxxxx -------------------------------------- Name: Xxxxx Xxxxxx X. Xxxxxx Xxxxxxxxx Title: Executive Sr. Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member American Tower Trust #1 American Tower Trust #2 By: /s/ Xxxxx Xxxxxx X. Xxxxxx Xxxxxxxxx -------------------------------------- Name: Xxxxx Xxxxxx X. Xxxxxx Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Trustee The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLCCredit Suisse First Boston LLC Xxxxxxx, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS Sachs & Co. By: Credit Suisse First Boston LLC By: /s/ Xxxx Xxxxxx Xxxxxxx X. Xxxxx ---------------------------------- Name: Xxxx Xxxxxx Xxxxxxx X. Xxxxx Title: Managing Director For themselves and the other several Purchasers named in Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd AveA to the Purchase Agreement. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “"underwriter: " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year 180 days after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “"Plan of Distribution.” ". ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “"Plan of Distribution.” ". ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a building binding agreement between among the Company Company, the Guarantors and the several Initial Purchasers. Very truly yours, AMC ENTERTAINMENT INC. By: PAXSON COMMUNICATIONS CORPORATION By /s/ Xxxxx X. Xxxxxx Anthony L. Morrison -------------------------------------- Name: Xxxxx X. Xxxxxx Anthony L. Morrison Title: Executive Vice President Xxxxxxxxx Xxxx-Xxesident, Chief Legal Officer and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENT, as Guarantors By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Secretary The foregoing Agreement is hereby confirmed and accepted as of the date first above written. SALOMON SMITH BARNEY INC. UBS WARBURG LLC CREDIT SUISSE SECURITIES (USA) LLCFIRST BOSTOX XXXXXXXXXXX BEAR, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS STEARNS & CO. INC. By: SALOMON SMITH BARNEY INC. By: /s/ Xxxx Xxxxxx Kevin X. Xxxxon ----------------------------------- Name: Xxxx Xxxxx X. Xxxxxx Title: Director Schedule I AMC Card Processing ServicesVice-President XXXXXXXXRY GUARANTORS: BUD HITS, Inc. AMC Entertainment InternationalINC. BUD SONGS, Inc. AMC-GCTINC. CAP COMMUNICATIONS LICENSE OF NEW LONDON, Inc. AMC RealtyINC. CAP COMMUNICATIONS OF NEW LONDON, Inc. American Multi-CinemaINC. CAP COMMUNICATIONS, Inc. CentertainmentINC. CHANNEL 66 OF TAMPA, Inc. Club Cinema INC. CLEARLAKE PRODUCTIONS, INC. COCOLA MEDIA CORPORATION OF FLORIDA CXXXXX MEDIA CORPORATION OF SAN FRANCISCO, INC. DP MEDIA, INC. DP MEDIA LICENSE OF BATTLE CREEK, INC. DP MEDIA LICENSE OF BOSTON, INC. DP MEDIA LICENSE OF MARTINSBURG, INC. DP MEDIA LICENSE OF MILWAUKEE, INC. DP MEDIA LICENSE OF RALEIGH DURHAM, INC. DP MEDIA OF BATTXX XXXXX, XXX. DP MEDIA OF BOSTON, INC. DP MEDIA OF MARTINSBURG, INC. DP MEDIA OF MILWAUKEE, INC. DP MEDIA OF RALEIGH DURHAM, INC. DP MEDIA OF ST. XXXXX, XXX. FLAGLER PRODUCTIONS, INC. HISPANIC BROADCASTING, INC. IRON MOUNTAIN PRODUCTIONS, INC. OCEAN STATE TELEVISION, LLC PAX HITS PUBLISHING, INC. PAX INTERNET, INC. PAX NET TELEVISION PRODUCTIONS, INC. PAX NET, INC. PAXSON AKRON LICENSE, INC. PAXSON ALBXXX XXCENSE, INC. PAXSON ALXXXXXXQUE LICENSE, INC. PAXSXX XXXANTA LICENSE, INC. PAXSON BXXXXXXHAM LICENSE, INC. PAXSOX XXXXON LICENSE, INC. PAXSON BOXXXX-08 LICENSE, INC. PAXSON XXXXXLO LICENSE, INC. PAXSON CXXXX XAPIDS LICENSE, INC. PAXXXX XXARLESTON LICENSE, INC. PAXSOX XXXXAGO LICENSE, INC. PAXSON CXXXXXXCATIONS LICENSE COMPANY, LLC PAXSON COMMUNICATIONS LPTV, INC. PAXSXX XXXMUNICATIONS MANAGEMENT COMPANY, INC. PAXSON COMMUNICATIONS OF AKRON-23, INC. XXXSON COMMUNICATIONS OF ALBANY-55, INC. XXXSON COMMUNICATIONS OF ALBUQUERQUE-14, INC. PAXSON COMMUNICATIONS OF ATLANTA- 1 4, INC. PAXSON COMMUNICATIONS OF BIRMINGHAM-44, INC. PAXSON COMMUNICATIONS OF BOSTON-46, INC. XXXSON COMMUNICATIONS OF BOSTON-60, INC. XXXSON COMMUNICATIONS OF BOSTON-68, INC. XXXSON COMMUNICATIONS OF BUFFALO-51, INC. XAXSON COMMUNICATIONS OF CEDAR RAPIDS-48, INC. PAXSON COMMUNICATIONS OF CHARLESTON-29, INC. PAXSON COMMUNICATIONS OF CHICAGO-38, INC. XAXSON COMMUNICATIONS OF DALLAS-68, INC. XXXSON COMMUNICATIONS OF DAVENPORT-67, INC. PAXSON COMMUNICATIONS OF DENVER-59, INC. XXXSON COMMUNICATIONS OF DES MOINES-39, INC. PAXSON COMMUNICATIONS OF DETROIT-31, INC. XAXSON COMMUNICATIONS OF FAYETTEVILLE-62, INC. PAXSON COMMUNICATIONS OF FRESNO-61, INC. XXXSON COMMUNICATIONS OF GREENSBORO-16, INC. PAXSON COMMUNICATIONS OF GREENVILLE-38, INC. PAXSON COMMUNICATIONS OF HONOLULU-66, INC. PAXSON COMMUNICATIONS OF HOUSTON-49, INC. XAXSON COMMUNICATIONS OF JACKSONVILLE-21, INC. PAXSON COMMUNICATIONS OF JACKSONVILLE-35, INC. PAXSON COMMUNICATIONS OF KANSAS CITY-50, INC. PAXSON COMMUNICATIONS OF KNOXVILLE-54, INC. PAXSON COMMUNICATIONS OF LEXINGTON-67, INC. PAXSON COMMUNICATIONS OF LOS ANGELES-30, INC. PAXSON COMMUNICATIONS OF LOUISVILLE-21, INC. PAXSON COMMUNICATIONS OF MEMPHIS-50, INC. XAXSON COMMUNICATIONS OF MIAMI-35, INC. XXXSON COMMUNICATIONS OF MINNEAPOLIS-41, INC. PAXSON COMMUNICATIONS OF MOBILE-61, INC. XXXSON COMMUNICATIONS OF NASHVILLE-28, INC. PAXSON COMMUNICATIONS OF NEW ORLEANS-49, INC. PAXSON COMMUNICATIONS OF NEW YORK-31, INC. PAXSON COMMUNICATIONS OF NORFOLK-49, INC. XAXSON COMMUNICATIONS OF OKLAHOMA CITY-62, INC. PAXSON COMMUNICATIONS OF ORLANDO-56, INC. XAXSON COMMUNICATIONS OF PHILADELPHIA-61, INC. PAXSON COMMUNICATIONS OF PHOENIX- 13, INC. PAXSON COMMUNICATIONS OF PHOENIX-51, INC. XAXSON COMMUNICATIONS OF PITTSBURGH-40, INC. PAXSON COMMUNICATIONS OF PORTLAND-22, INC. PAXSON COMMUNICATIONS OF PORTLAND-23, INC. PAXSON COMMUNICATIONS OF PROVIDENCE-69, INC. PAXSON COMMUNICATIONS OF ROANOKE-38, INC. XAXSON COMMUNICATIONS OF SACRAMENTO-29, INC. PAXSON COMMUNICATIONS OF SALT LAKE CITY-30, INC. PAXSON COMMUNICATIONS OF SAN ANTONIO-26, INC. PAXSON COMMUNICATIONS OF SAN JOSE-65, INC. PAXSON COMMUNICATIONS OF SAN JUAN, INC. XXXSON COMMUNICATIONS OF SXXXXTON-64, INC. PAXSON COMMUNICATIONS OF SEATTLE-33, INC. XAXSON COMMUNICATIONS OF SHREVEPORT-21, INC. PAXSON COMMUNICATIONS OF SPOKANE-34, INC. XAXSON COMMUNICATIONS OF ST. CROIX-15, INC. PAXSON COMMUNICATIONS OF SYRACUSE-56, INC. PAXSON COMMUNICATIONS OF TAMPA-66, INC. XXXSON COMMUNICATIONS OF TUCSON-46, INC. XXXSON COMMUNICATIONS OF TULSA-44, INC. XXXSON COMMUNICATIONS OF WASHINGTON-66, INC. PAXSON COMMUNICATIONS OF WAUSAU-46, INC. XXXSON COMMUNICATIONS OF WEST PALM BEACH-67, INC. PAXSON COMMUNICATIONS TELEVISION, INC. XXXXON DALLAS LICENSE, INC. PAXSON DAXXXXXXX XXXXXSE, INC. PAXSON XXXXXR XXXXXXX, INC. PAXSON DEX XXXXES LICENSE, INC. PAXSOX XXXXOIT LICENSE, INC. PAXSON DXXXXXXMENT, INC. PAXSON FAYETXXXXXXE LICENSE, INC. PAXXXX XXESNO LICENSE, INC. PAXSON GRXXXXXXRO LICENSE, INC. PAXSOX XXXXNVILLE LICENSE, INC. PAXSOX XXXXII LICENSE, INC. PAXSON HOXXXXX LICENSE, INC. PAXSON JXXXXXXVILLE LICENSE, INC. PAXXXX XXX LICENSE, INC. PAXSON KANSAX XXXX LICENSE, INC. PAXSXX XXXXVILLE LICENSE, INC. PAXSON XXXXXGTON LICENSE, INC. PAXSON XXX XNGELES LICENSE, INC. PAXSXX XXXCHANDISING & LICENSING, INC. XXXXON MIAMI-35 LICENSE, INC. PAXSON XXXXXXPOLIS LICENSE, INC. PAXSXX XXXILE LICENSE, INC. PAXSON NEX XXXX LICENSE, INC. PAXSON XXXXXXK LICENSE, INC. PAXSON OXXXXXXA CITY LICENSE, INC. PAXSON ORLANDO LICENSE, INC. PAXSON PXXXXXXXXXXX XXCENSE, INC. PAXXXX XXOENIX LICENSE, INC. PAXSON PXXXXXXD LICENSE, INC. PAXSON XXXXXXTIONS, INC. PAXSON ROANOXX XXXENSE, INC. PAXSON SXXXXXXNTO LICENSE, INC. PAXSOX XXXXM LICENSE, INC. PAXSON SALX XXXX CITY LICENSE, INC. PXXXXX SAN ANTONIO LICENSE, INC. PAXSXX XXX JOSE LICENSE, INC. PAXSON XXXXXXON LIXXXXE, INC. PAXSON XXXXXXE LICENSE, INC. PAXSON SXXXXXXORT LICENSE, INC. PAXSOX XXXXANE LICENSE, INC. PAXSON SXXXXX OF MIAMI, INC. PAXSON SX. XXXIX LICENSE, INC. PAXSON XXXXXUSE LICENSE, INC. PAXSON XXXX-06 LICENSE, INC. PAXSON TXXXXXXION PRODUCTIONS, INC. PXXXXX TELEVISION, INC. PAXSON TENNESXXX XXCENSE, INC. PAXSON XXXXX LICENSE, INC. PAXSON WASXXXXXXN LICENSE, INC. PAXSOX XXXXAU LICENSE, INC. PCC DIRECX, XXX. RDP COMMUNICATIONS LICENSE OF INDIANAPOLIS, INC. RDP COMMUNICATIONS OF INDIANAPOLIS, INC. RDP COMMUNICATIONS, INC. S&E NETWORK, INC. TRAVEL CHANNEL ACQUISITION CORPORATION By: /s/ Anthony L. Morrison -------------------------------------------- Name: Anthony L. Morrison Title: Vice Pxxxxxxxx xx xxxx xx such Subsidiary Guarantors AMERICA 51, L.P. By: Paxson Communications of XxxxxPhoenix-51, Inc. GCT Pacific Beverage ServicesInc., Inc. National Cinema Networkits General Partner and Limited Partner By: Paxson Communications Television, Inc. Premium Cinema of YorktownInc., Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. its Limited Partner By: /s/ Anthony L. Morrison -------------------------------------------- Name: Anthony L. Morrison Title: Vice Pxxxxxxxx xx xxxx General and Limited Partners ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “"underwriter: " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “"Plan of Distribution.” ". ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities Exchange Notes is required hereunder, Securities or New SecuritiesExchange Notes, as applicable, held by the Company, any of the Guarantors or its any of their respective Affiliates (other than subsequent Holders of Securities or New Securities Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New SecuritiesExchange Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building binding agreement between the Company Company, the Guarantors and the several Initial Purchasers. Very truly yours, AMC ENTERTAINMENT INC. Cricket Communications, Inc. By: /s/ Xxxxx Xxxxxx X. Xxxxxx Name: Xxxxx Xxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENTLeap Wireless International, as Guarantors Inc. By: /s/ Xxxxx Xxxxxx X. Xxxxxx Name: Xxxxx Xxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMASCricket License Company, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx Xxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLCXxxxxxx, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS Xxxxx & Co. Xxxxxx Xxxxxxx & Co. Incorporated By: Xxxxxxx, Sachs & Co. By: /s/ Xxxx Illegible (Xxxxxxx, Xxxxx & Co.) By: Xxxxxx Xxxxxxx & Co. Incorporated By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxx Xxxxxx X. Xxxxxxx Title: Director Authorized Signatory For themselves and the other several Initial Purchasers named in Schedule I AMC Card Processing Services, Inc. AMC Entertainment to the Purchase Agreement. Schedule I Guarantors Leap Wireless International, Inc. AMC-GCTCricket License Company, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. LLC ANNEX A Each Brokerbroker-Dealer dealer that receives New Securities exchange notes for its own account pursuant to the Exchange Offer exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securitiesexchange notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter: ” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of New Securities exchange notes received in exchange for Securities securities where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Company Cricket has agreed that, starting on the Expiration Date (as defined herein) expiration date and ending on the close of business one year after the Expiration Dateexpiration date, it will make this Prospectus prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Brokerbroker-Dealer dealer that receives New Securities exchange notes for its own account in exchange for Securitiessecurities, where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securitiesexchange notes. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors Company or its controlled Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building binding agreement between the Company Company, the Guarantors and the several Initial Purchasers. Very truly yours, AMC ENTERTAINMENT STANDARD PACIFIC CORP. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Chief Executive Officer BARRINGTON ESTATES, LLC By: STANDARD PACIFIC CORP., ITS SOLE MEMBER LAGOON VALLEY RESIDENTIAL, LLC By: STANDARD PACIFIC CORP., ITS SOLE MEMBER STANDARD PACIFIC OF TONNER HILLS, LLC By: STANDARD PACIFIC CORP., ITS SOLE MEMBER By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Chief Executive Officer CH CONSTRUCTION, INC. CH FLORIDA, INC. HILLTOP RESIDENTIAL, LTD. BY: RESIDENTIAL ACQUISITION GP, LLC, ITS GENERAL PARTNER HSP ARIZONA, INC. HWB CONSTRUCTION, INC. HWB INVESTMENTS, INC. RESIDENTIAL ACQUISITION GP, LLC Signature Page to Exchange and Registration Rights Agreement SP COLONY INVESTMENTS, INC. XX XXXXXXXXXXXX INVESTMENTS, INC. STANDARD PACIFIC 1, INC. STANDARD PACIFIC OF ARIZONA, INC. STANDARD PACIFIC OF CENTRAL FLORIDA GP, INC. STANDARD PACIFIC OF CENTRAL FLORIDA BY: STANDARD PACIFIC OF CENTRAL FLORIDA GP, INC., ITS GENERAL PARTNER STANDARD PACIFIC OF FLORIDA GP, INC. STANDARD PACIFIC OF JACKSONVILLE GP, INC. STANDARD PACIFIC OF JACKSONVILLE BY: STANDARD PACIFIC OF JACKSONVILLE GP, INC., ITS GENERAL PARTNER STANDARD PACIFIC OF LAS VEGAS, INC. STANDARD PACIFIC OF ORANGE COUNTY, INC. STANDARD PACIFIC OF SOUTH FLORIDA GP, INC. STANDARD PACIFIC OF SOUTH FLORIDA BY: STANDARD PACIFIC OF SOUTH FLORIDA GP, INC., ITS GENERAL PARTNER STANDARD PACIFIC OF SOUTHWEST FLORIDA GP, INC. STANDARD PACIFIC OF SOUTHWEST FLORIDA Signature Page to Exchange and Registration Rights Agreement BY: STANDARD PACIFIC OF SOUTHWEST FLORIDA GP, INC., ITS GENERAL PARTNER STANDARD PACIFIC OF TAMPA GP, INC. STANDARD PACIFIC OF TAMPA BY: STANDARD PACIFIC OF TAMPA GP, INC., ITS GENERAL PARTNER STANDARD PACIFIC OF TEXAS, INC. STANDARD PACIFIC OF THE CAROLINAS, LLC STANDARD PACIFIC OF WALNUT HILLS, INC. WESTFIELD HOMES USA, INC. By: /s/ Xxxxx Xxxxxxx X. Xxxxxx Xxxxxxxx Name: Xxxxx Xxxxxxx X. Xxxxxx Xxxxxxxx Title: Chief Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENTSTANDARD PACIFIC OF COLORADO, as Guarantors INC. By: /s/ Xxxxx Xxxx X. Xxxxxx Xxxxxxx Name: Xxxxx Xxxx X. Xxxxxx Xxxxxxx Title: Chief Executive Vice Officer & President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES Citigroup Global Markets Inc. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director X.X. Xxxxxx Securities LLC By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Managing Director Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director Credit Suisse Securities (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS LLC By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Vice Chairman Deutsche Bank Securities Inc. By: Deutsche Bank Securities Inc. By: /s/ Xxxxx X. Xxxxxx Name: Xxxx Xxxxx X. Xxxxxx Title: Managing Director Schedule I AMC Card Processing ServicesBy: Deutsche Bank Securities Inc. By: /s/ Xxxxxxxxx X. Xxxxx Name: Xxxxxxxxx X. Xxxxx Title: Managing Director SCHEDULE 0 Xxxxxxxxxx Xxxxxxxxxx Xxxxxxx, LLC Standard Pacific of Southwest Florida GP, Inc. AMC Entertainment InternationalCH Construction, Inc. AMC-GCTStandard Pacific of Tampa GP, Inc. AMC RealtyCH Florida, Inc. American Multi-CinemaStandard Pacific of Texas, Inc. CentertainmentHSP Arizona, Inc. Club Cinema Standard Pacific of Xxxxxthe Carolinas, LLC HWB Construction, Inc. GCT Standard Pacific Beverage Servicesof Tonner Hills, LLC HWB Investments, Inc. National Cinema NetworkStandard Pacific of Walnut Hills, Inc. Premium Cinema of YorktownLagoon Valley Residential, LLC Westfield Homes USA, Inc. Premium Theater of FraminghamSP Colony Investments, Inc. Premium Theatre of MayfairHilltop Residential, Ltd. XX Xxxxxxxxxxxx Investments, Inc. 71st & 3rd Ave. Corp Brick Plaza CinemasResidential Acquisition GP, LLC Standard Pacific 1, Inc. Cityplace CinemasStandard Pacific of Central Florida, Inc Crescent Advertising Corporation Crestwood CinemasGeneral Partnership Standard Pacific of Arizona, Inc. Eton Amusement Corporation Fall River CinemaStandard Pacific of Jacksonville, General Partnership Standard Pacific of Central Florida GP, Inc. Farmers CinemasStandard Pacific of South Florida, General Partnership Standard Pacific of Colorado, Inc. Forty-Second Street CinemasStandard Pacific of Southwest Florida, General Partnership Standard Pacific of Florida GP, Inc. Fountain CinemasStandard Pacific of Tampa, General Partnership Standard Pacific of Jacksonville GP, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois CinemasStandard Pacific of Las Vegas, Inc. Jersey Garden CinemasStandard Pacific of Orange County, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. Standard Pacific of South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge CinemasFlorida GP, Inc. ANNEX A Each Brokerbroker-Dealer dealer that receives New Securities new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securitiesnew securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter: ” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of New Securities new securities received in exchange for Securities securities where such Securities securities were acquired by such Brokerbroker-Dealer dealer for its own account as a result of market-making activities or other trading activities. The Company company has agreed that, starting on the Expiration Date (as defined herein) effective date of the registration statement to which this prospectus relates and ending on the close of business one year 180 days after the Expiration Datesuch date, it will make this Prospectus prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution.” ”. ANNEX B Each Brokerbroker-Dealer dealer that receives New Securities new securities for its own account in exchange for Securitiessecurities, where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securitiesnew securities. See “Plan of Distribution.” ”. ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities the Common Stock issuable upon conversion thereof is required hereunder, Securities or New Securities, as applicable, the Common Stock issued upon conversion thereof held by the Company, any of the Guarantors Company or its Affiliates (other than subsequent Holders of Securities or New Securities the Common Stock issued upon conversion thereof if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building agreement between the Company and the Initial Purchasersyou. Very truly yours, AMC ENTERTAINMENT BENCHMARK ELECTRONICS, INC. By: /s/ Xxxxx X. Xxxxxx /S/ GAYLA J. DELLY Name: Xxxxx X. Xxxxxx Gayla J. Delly Title: Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENT, as Guarantors By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Treasurer The foregoing Agreement xxxxxxxxx Xxxxement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SALOMON SMITH BARNEY INC. CHASE SECURITIES (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS ByINC. For themselves and txx xxxxx Xxxxixx Xxxchasers xxxxd in Schedule I to the Purchase Agreement. BY: /s/ Xxxx Xxxxxx SALOMON SMITH BARNEY INC. By /S/ KEVIN TICE Name: Xxxx Xxxxxx TitleKevin Tice Txxxx: Xxxxxxxg Director Schedule I AMC Card Processing ServicesEXHIBIT A Benchmark Electronics, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema Notice of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant Registration Statement and Selling Securityholder Questionnaire Reference is hereby made to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectusRegistration Agreement (the "Registration Agreement") between Benchmark Electronics, Inc., a Broker-Dealer will not be deemed Texas corporation (the "Company"), and the Initial Purchasers named therein. Pursuant to admit that it is an “underwriter: within the meaning of Registration Agreement, the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting filed or will file with the United States Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (the Expiration Date (as defined herein"Shelf Registration Statement") for the registration and ending on the close of business one year after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning under Rule 415 of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under 1933, as amended (the "Securities Act"), of the Company's 6% Convertible Subordinated Notes due 2006 (the "Securities"), and the shares of the Company's common stock, par value $.10 per share (the "Common Stock"), issuable upon conversion thereof. The Letter A copy of Transmittal states that the Registration Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Agreement. Each holder and beneficial owner of Transfer Restricted Securities is entitled to have its Transfer Restricted Securities included in the Shelf Registration Statement. In order to have Transfer Restricted Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire ("Notice and Questionnaire") must be completed, executed and delivered to the Company's counsel at the following address, for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]: [NAME AND ADDRESS OF COUNSEL]. Holders or beneficial owners of Transfer Restricted Securities who do not complete, execute and return this Notice and Questionnaire by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer such date (i) will not be deemed named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Transfer Restricted Securities, subject, however, to admit that it is an “underwriter” within the meaning Company's obligations under Section 2(b)(2) of the Securities ActRegistration Agreement. For Certain legal consequences arise from being named as a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents selling securityholder in the Letter Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Transmittal. The Company has agreed Transfer Restricted Securities are advised to pay all expenses incident to consult their own securities law counsel regarding the Exchange Offer (including the expenses consequences of one counsel for the holder of the Securities) other than commissions being named or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not being named as a Broker-Dealer, the undersigned represents that it acquired the New Securities selling securityholder in the ordinary course of its business, it is not engaged in, Shelf Registration Statement and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Actrelated Prospectus.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building binding agreement between the Company and the Initial Purchasers. Very truly yours, AMC ENTERTAINMENT INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE Guarantors Listed on Schedule I TO THIS AGREEMENTto This Agreement, as Guarantors By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx Xxxxxx XxxXxxxxx Name: Xxxx Xxxxxx XxxXxxxxx Title: Managing Director SCHEDULE I AMC CARD PROCESSING SERVICES, INC. AMC CONCESSIONAIRE SERVICES OF FLORIDA, LLC AMC ITD, INC. AMC LICENSE SERVICES, INC. AMERICAN MULTI-CINEMA, INC. CLUB CINEMA OF XXXXX, INC. LOEWS CITYWALK THEATRE CORPORATION XXXXX AMC RELEASING, LLC Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter: ” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” Annex A ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” Annex B ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building agreement between among the Company and the several Initial Purchasers. Very truly yours, AMC ENTERTAINMENT INC. Entertainment Inc. By: /s/ Xxxxx X. Xxxxxx ------------------------ Name: Xxxxx X. Xxxxxx Title: Executive Senior Vice President and President, Finance, Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENT, as Guarantors By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Accounting Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX XXXXX BARNEY INC. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE SECURITIES FIRST BOSTON CORPORATION DEUTSCHE BANC ALEX. XXXXX INC. XXXXXX BROTHERS INC. SCOTIA CAPITAL (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS INC. UBS WARBURG LLC By: XXXXXXX XXXXX BARNEY INC. By: /s/ Xxxx Xxxxx X. Xxxxxx ------------------------ Name: Xxxx Xxxxx X. Xxxxxx Title: Director Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter: within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.Vice President

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors or its their respective Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter agreement and your acceptance shall represent a building binding agreement between among the Company Company, the Guarantors and the several Initial Purchasers. Very truly yours, AMC ENTERTAINMENT THE SCOTTS COMPANY By: /s/ Rebecca J. Bruening ---------------------------------- Name: Rebecca J. Bruening Title: Vxxx Xxxxxxxxx xxx Xreasurer SCOTTS MANUFACTURING COMPANY By: /s/ Rebecca J. Bruening ---------------------------------- Name: Rebecca J. Bruening Title: Vxxx Xxxxxxxxx xxx Xreasurer SCOTTS PROFESSIONAL PRODUCTS CO. By: /s/ Rebecca J. Bruening ---------------------------------- Name: Rebecca J. Bruening Title: Vxxx Xxxxxxxxx xxx Xreasurer SCOTTS PRODUCTS CO. By: /s/ Rebecca J. Bruening ---------------------------------- Name: Rebecca J. Bruening Title: Vxxx Xxxxxxxxx xxx Xreasurer SCOTTS-SIERRA HORTICULTURAL PRODUCTS COMPANY By: /s/ Rebecca J. Bruening ---------------------------------- Name: Rebecca J. Bruening Title: Vxxx Xxxxxxxxx xxx Xreasurer OMS INVESTMENTS, INC. By: /s/ Xxxxx X. Xxxxxx Rebecca J. Bruening ---------------------------------- Name: Xxxxx X. Xxxxxx Rebecca J. Bruening Title: Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENT, as Guarantors Vxxx Xxxxxxxxx xxx Xreasurer HYPONEX CORPORATION By: /s/ Xxxxx X. Xxxxxx Rebecca J. Bruening ---------------------------------- Name: Xxxxx X. Xxxxxx Rebecca J. Bruening Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRESVxxx Xxxxxxxxx xxx Xreasurer SWISS FARMS PRODUCTS, INC., as Sole Member . By: /s/ Xxxxx X. Xxxxxx Rebecca J. Bruening ---------------------------------- Name: Xxxxx X. Xxxxxx Rebecca J. Bruening Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMASVxxx Xxxxxxxxx xxx Xreasurer SCOTTS TEMECULA OPERATIONS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Rebecca J. Bruening ---------------------------------- Name: Xxxxx X. Xxxxxx Rebecca J. Bruening Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRESVxxx Xxxxxxxxx xxx Xreasurer SCOTTS-SIERRA INVESTMENTS, INC., as Sole Member . By: /s/ Xxxxx X. Xxxxxx Rebecca J. Bruening ---------------------------------- Name: Xxxxx X. Xxxxxx Rebecca J. Bruening Title: Executive Vice President and Chief Financial Officer XXXXXVxxx Xxxxxxxxx xxx Xreasurer SCOTTS-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner SIERRA CROP PROTECTION COMPANY By: /s/ Xxxxx X. Xxxxxx Rebecca J. Bruening ---------------------------------- Name: Xxxxx X. Xxxxxx Rebecca J. Bruening Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRESVxxx Xxxxxxxxx xxx Xreasurer MIRACLE-GRO LAWN PRODUCTS, INC., AS General Partner . By: /s/ Xxxxx X. Xxxxxx Rebecca J. Bruening ---------------------------------- Name: Xxxxx X. Xxxxxx Rebecca J. Bruening Title: Executive Vice President and Chief Financial Officer Vxxx Xxxxxxxxx xxx Xreasurer EG SYSTEMS, INC. (D/B/A SCOTTS LAWNSERVICE) By: /s/ Rebecca J. Bruening ---------------------------------- Name: Rebecca J. Bruening Title: Vxxx Xxxxxxxxx xxx Xreasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE CITIGROUP GLOBAL MARKETS INC. BANC OF AMERICA SECURITIES (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS LLC J.P. MORGAN SECURITIES INC. By: /s/ Xxxx Xxxxxx Citigroup Global Markets Inc. By /x/ X. Xxrey Whisner ----------------------------- Name: Xxxx Xxxxxx M. Corxx Xxxxxxx Title: Director Vice President For themselves and the otxxx xxxxxxx Xnitial Purchasers named in Schedule I AMC Card Processing Servicesto the Purchase Agreement. SCHEDULE 1 Scotts Manufacturing Company Scotts Professional Products Co. Scotts Products Company Scotts-Sierra Horticultural Products Co. OMS Investments, Inc. AMC Entertainment InternationalHyponex Corporation Swiss Farms Products, Inc. AMCScotts Temecula Operations, LLC Scotts-GCTSierra Investments, Inc. AMC RealtyScotts-Sierra Crop Protection Company Miracle-Gro Lawn Products, Inc. American Multi-CinemaEG Systems, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. (d/b/a Scotts LawnService) ANNEX A Each Brokerbroker-Dealer dealer that receives New Securities new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securitiesnew securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “"underwriter: " within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of New Securities new securities received in exchange for Securities securities where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Company company has agreed that, starting on the Expiration Date (as defined herein) expiration date and ending on the close of business one year after the Expiration Dateexpiration date, it will make this Prospectus prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “"Plan of Distribution.” ". ANNEX B Each Brokerbroker-Dealer dealer that receives New Securities new securities for its own account in exchange for Securitiessecurities, where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securitiesnew securities. See “"Plan of Distribution.” ". ANNEX C PLAN OF DISTRIBUTION Each Brokerbroker-Dealer dealer that receives New Securities new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securitiesnew securities. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of New Securities new securities received in exchange for Securities securities where such Securities securities were acquired as a result of market-making activities or other trading activities. The Company company has agreed that, starting on the Expiration Date expiration date and ending on the close of business one year after the Expiration Dateexpiration date, it will make this Prospectusprospectus, as amended or supplemented, available to any Brokerbroker-Dealer dealer for use in connection with any such resale. In addition, until [ ], 20062003, all dealers effecting transactions in the New Securities new securities may be required to deliver a prospectus. The Company company will not receive any proceeds from any sale of New Securities new securities by brokers-dealers. New Securities securities received by Brokerbroker-Dealers dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Brokerbroker-Dealer dealer and/or the purchasers of any such New Securitiesnew securities. Any Brokerbroker-Dealer dealer that resells New Securities resales new securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities new securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities new securities and any commissions or concessions received by any such Persons persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of one year after the Expiration Dateexpiration date, the Company company will promptly send additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any Brokerbroker-Dealer dealer that requests such documents in the Letter of Transmittal. The Company company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securitiessecurities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities securities (including any Brokerbroker-Dealersdealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] Rider A CHECK HERE PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: --------------------------- Address: --------------------------- --------------------------- Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged exchange for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors Company or its Affiliates (other than the ConAgra Affiliate with respect to the Shelf Registration Statement or subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a building binding agreement between among the Company Company, the Guarantors and the several Initial Purchasers. Very truly yours, AMC ENTERTAINMENT SWIFT & COMPANY By: /s/ DANNY HERRON -------------------------------------- Name: Danny Herron Title: Executivx Xxxx Xxxxxdent and Chief Financial Officer S&C HOLDCO 3, INC. By: /s/ Xxxxx X. Xxxxxx DANNY HERRON -------------------------------------- Name: Xxxxx X. Xxxxxx Danny Herron Title: Executive Vice President and Prexxxxxx xxx Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENT, as Guarantors SWIFT BEEF COMPANY By: /s/ Xxxxx X. Xxxxxx DANNY HERRON -------------------------------------- Name: Xxxxx X. Xxxxxx Danny Herron Title: Executive Vice President and Prexxxxxx xxx Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member SWIFT PORK COMPANY By: /s/ Xxxxx X. Xxxxxx DANNY HERRON -------------------------------------- Name: Xxxxx X. Xxxxxx Danny Herron Title: Executive Vice President and Prexxxxxx xxx Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member SWIFT BRANDS COMPANY By: /s/ Xxxxx X. Xxxxxx DANNY HERRON -------------------------------------- Name: Xxxxx X. Xxxxxx Danny Herron Title: Executive Vice President and Prexxxxxx xxx Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRESMILLER BROS. CO., INC., as Sole Member . By: /s/ Xxxxx X. Xxxxxx XXXXX HERRON -------------------------------------- Name: Xxxxx X. Xxxxxx Danny Herron Title: Executive Vice President and Prexxxxxx xxx Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor ByMONFORT FOOD DISTRIBUTION COMPANY Xx: STAR THEATRES OF MICHIGAN, INC., as General Partner /s/ DANNY HERRON -------------------------------------- Name: Danny Herron Title: Vice Prexxxxxx xxx Chief Financial Officer SWIFT & COMPANY INTERNATIONAL SALES CORPORATION By: /s/ Xxxxx X. Xxxxxx DANNY HERRON -------------------------------------- Name: Xxxxx X. Xxxxxx Danny Herron Title: Executive Vice President and Prexxxxxx xxx Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRESMONFORT, INC., AS General Partner . By: /s/ Xxxxx X. Xxxxxx DANNY HEXXXX -------------------------------------- Name: Xxxxx X. Xxxxxx Danny Herron Title: Executive Vice President and Prexxxxxx xxx Chief Financial Officer S&C RESALE COMPANY By: /s/ DANNY HERRON -------------------------------------- Name: Danny Herron Title: Vice Prexxxxxx xxx Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS Salomon Smith Barney Inc J.P. Morgan Securities Inc. By: SALOMON SMITX XXXXXX XXX. Xx: /s/ Xxxx Xxxxxx PXXX XXXXXXX ------------------------------ Name: Xxxx Xxxxxx TitlePaul Sharkey Xxxxx: Director Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. Vice President ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “"underwriter: " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year 180 days after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Exchange Securities is required hereunder, Securities or New Exchange Securities, as applicable, held by the Company, any of the Guarantors Company or its Affiliates (other than subsequent Holders of Securities or New Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building agreement between the Company and the Initial Purchasersyou. Very truly yours, AMC ENTERTAINMENT HONEYWELL INTERNATIONAL INC. By: /s/ Xxxxx Xxxx X. Xxxxxx Tus Name: Xxxxx Xxxx X. Xxxxxx Tus Title: Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENT, as Guarantors By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written: BARCLAYS CAPITAL INC. CREDIT SUISSE SECURITIES (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS By: /s/ Xxxxxx Au Name: Xxxxxx Au Title: Managing Director The foregoing Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX XXXXX & CO. LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written: DEUTSCHE BANK SECURITIES INC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director Schedule I AMC Card Processing Services, Deutsche Bank Securities Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews DEUTSCHE BANK SECURITIES INC By: /s/ Xxxx Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Name: Xxxx Xxxxxxxxxx Title: Managing Director Deutsche Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Securities Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging foregoing Agreement is hereby confirmed and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter: within the meaning accepted as of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.date first above written:

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building binding agreement between the Company and the Initial Purchasers. Very truly yours, AMC ENTERTAINMENT INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENT, as Guarantors By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS By: /s/ Xxxx Xxxxxx Xxxxxxx Xxxxx Name: Xxxx Xxxxxx Xxxxxxx Xxxxx Title: Director, Media and Telecommunications The foregoing Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES INC., AS MARKET MAKER By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Executive Director Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC RealtyLicense Services, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSubAcquisitionsub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International HoldingsU.S. Callco, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. LLC Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres Premium Theater of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge CinemasFramingham, Inc. ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter: ” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 20062009, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokersBrokers-dealersDealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is has not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Exchange Securities for its own account in exchange for Securities, it represents Securities that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and activities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return Agreed to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building agreement between the Company and the Initial Purchasers. Very truly yours, AMC ENTERTAINMENT INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENT, as Guarantors By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above writtenreferred to above. CREDIT SUISSE SECURITIES (USA) LLCVery truly yours, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS CREDENCE SYSTEMS CORPORATION By: /s/ Name: Title: [Signature Page to Registration Rights Agreements] TENNEBAUM MULTI STRATEGY MASTER FUND By: Name: Title: QUATTRO FUND LTD By: Name: Title: QUATTRO MULTI STRATEGY MASTER FUND LP By: Name: Title: INSTITUTIONAL BENCHMARK SERIES (MASTER FEEDER) LIMITED IN RESPECT OF ELECTRA SERIES C/O QUATTRO FUND By: Name: Title: PARTNERS GROUP ALTERNATIVE STRATEGIES PCC LIMITED, RED DELTA CELL C/O QUATTRO FUND By: Name: Title: [Signature Page to Registration Rights Agreements] OCM CONVERTIBLE TRUST By: Name: Title: DELTA AIR LINES MASTER TRUST - DOMESTIC CONVERTIBLE By: Name: Title: DELAWARE PUBLIC EMPLOYEES’ RETIREMENT SYSTEM By: Name: Title: PARTNER REINSURANCE COMPANY LTD. By: Name: Title: CHRYSLER CORPORATION MASTER RETIREMENT TRUST By: Name: Title: [Signature Page to Registration Rights Agreements] VANGUARD CONVERTIBLE SECURITIES FUND INC. By: Name: Title: DELTA PILOTS DISABILITY AND SURVIVORSHIP TRUST – CONVERTIBLE By: Name: Title: MICROSOFT CAPITAL GROUP, L.P. - DOMESTIC CONVERTIBLE By: Name: Title: QWEST OCCUPATIONAL HEALTH TRUST By: Name: Title: INTERNATIONAL TRUCK & ENGINE CORPORATION NONCONTRIBUTORY RETIREMENT PLAN TRUST By: Name: Title: INTERNATIONAL TRUCK & ENGINE CORPORATION RETIREMENT PLAN FOR SALARIED EMPLOYEES TRUST By: Name: Title: INTERNATIONAL TRUCK & ENGINE CORPORATION RETIREE HEALTH BENEFIT TRUST By: Name: Title: UNUMPROVIDENT CORPORATION By: Name: Title: X.X. XXXXX FOUNDATION, INC. By: Name: Title: OCM GLOBAL CONVERTIBLE SECURITIES FUND - DOMESTIC CONVERTIBLE By: Name: Title: VIRGINIA RETIREMENT SYSTEM By: Name: Title: QWEST PENSION TRUST By: Name: Title: QWEST OCCUPATIONAL HEALTH TRUST By: Name: Title: ACE TEMPEST REINSURANCE LTD. - DOMESTIC CONVERTIBLE By: Name: Title: NATIONAL RAILROAD RETIREMENT INVESTMENT TRUST By: Name: Title: ARCH REINSURANCE By: Name: Title: OCM GLOBAL CONVERTIBLE SECURITIES FUND - HIGH INCOME By: Name: Title: DELTA AIR LINES MASTER TRUST - HIGH INCOME By: Name: Title: THE LONG TERM INVESTMENT TRUST (AT&T) By: Name: Title: OCM HIGH INCOME CONVERTIBLE LIMITED PARTNERSHIP By: Name: Title: HIGH INCOME CONVERTIBLE FUND II LIMITED PARTNERSHIP By: Name: Title: [Signature Page to Registration Rights Agreements] SAN DIEGO COUNTY RETIREMENT ASSOCIATION - HIGH INCOME CONVERTIBLE By: Name: Title: VIRGINIA RETIREMENT SYSTEM By: Name: Title: XXXXXXX XXXX XXXXXX FOUNDATION By: Name: Title: MICROSOFT CAPITAL GROUP, L.P. (HIGH INCOME) By: Name: Title: ACE TEMPEST REINSURANCE LTD. - HIGH INCOME By: Name: Title: [Signature Page to Registration Rights Agreements] TRIPAR PARTNERSHIP - HIGH INCOME By: Name: Title: GENERAL MOTORS FOUNDATION INC. By: Name: Title: GMAM INVESTMENT FUNDS TRUST II By: Name: Title: THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY FOR ITS GROUP ANNUITY SEPARATE ACCOUNT By: Name: Title: THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By: Name: Title: CANYON CAPITAL ARBITRAGE MASTER FUND LTD By: Name: Title: THE CANYON VALUE REALIZATION FUND (CAYMAN) LTD By: Name: Title: CANYON VALUE REALIZATION MAC 18 LTD By: Name: Title: CANYON VALUE REALIZATION FUND LP By: Name: Title: LYXOR / CANYON CAPITAL ARBITRAGE FUND, LTD. By: Name: Title: FIDELITY CONVERTIBLE SECURITIES FUND By: Name: Title: FIDELITY STRATEGIC DIVIDEND AND INCOME FUND By: Name: Title: ARISTEIA INTERNATIONAL LIMITED By: Name: Title: ARISTEIA PARTNERS LP By: Name: Title: EXHIBIT A List of Initial Purchasers Name of Initial Purchaser Principal Amount of Notes 1. Tennebaum Multi Strategy Master Fund $ 39,778,000 2. Quattro Fund Ltd 15,390,000 3. Quattro Multi Strategy Master Fund LP 2,070,000 4. Institutional Benchmark Series (Master Feeder) Limited in Respect of Electra Series c/o Quattro Fund 1,250,000 5. Partners Group Alternative Strategies CC Limited, Red Delta Cell c/o Quattro Fund 2,790,000 6. OCM Convertible Trust 390,000 7. Delta Air Lines Master Trust - Domestic Convertible 225,000 8. Delaware Public Employees’ Retirement System 725,000 9. Partner Reinsurance Company Ltd. 280,000 10. Chrysler Corporation Master Retirement Trust 1,285,000 11. Vanguard Convertible Securities Fund Inc. 2,335,000 12. Delta Pilots Disability and Survivorship Trust - Convertible 155,000 13. Microsoft Capital Group, L.P. - Domestic Convertible 130,000 14. Qwest Occupational Health Trust 35,000 15. International Truck & Engine Corporation NonContributory Retirement Plan Trust 125,000 16. International Truck & Engine Corporation Retirement Plan for Salaried Employees Trust 70,000 17. International Truck & Engine Corporation Retiree Health Benefit Trust 75,000 18. UnumProvident Corporation 185,000 19. X.X. Xxxxx Foundation, inc. 225,000 20. OCM Global Convertible Securities Fund - Domestic Convertible 165,000 21. Virginia Retirement System 1,020,000 22. Qwest Pension Trust 540,000 23. Qwest Occupational Health Trust 505000 24. ACE Tempest Reinsurance Ltd. - Domestic Convertible $ 285,000 A-1 Name of Initial Purchaser Principal Amount of Notes 25. National Railroad Retirement Investment Trust 695,000 26. Arch Reinsurance 602,000 27. OCM Global Convertible Securities Fund - High Income 113,000 28. Delta Air Lines Master Trust - High Income 181,000 29. The Long Term Investment Trust (AT&T) 1,093,000 30. OCM High Income Convertible Limited Partnership 415,000 31. High Income Convertible Fund II Limited Partnership 491,000 32. San Diego County Retirement Association - High Income Convertible 126,000 33. Virginia Retirement System 1,096,000 34. Xxxxxxx Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director Schedule I AMC Card Processing ServicesFoundation 363,000 35. Microsoft Capital Group, L.P. (High Income) 336,000 36. ACE Tempest Reinsurance Ltd. - High Income 368,000 37. Tripar Partnership - High Income 368,000 38. General Motors Foundation Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave97,000 39. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. GMAM Investment Funds Trust II 1,148,000 40. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Broker-Dealer that receives New Securities Northwestern Mutual Life Insurance Company for its own account Group Annuity Separate Account 200,000 41. The Northwestern Mutual Life Insurance Company 9,225,000 42. Canyon Capital Arbitrage Master Fund Ltd 6,300,000 43. The Canyon Value Realization Fund (Cayman) Ltd 7,380,000 44. Canyon Value Realization MAC 18 Ltd 540,000 45. Canyon Value Realization Fund LP 2,880,000 46. Lyxor / Canyon Capital Arbitrage Fund, Ltd. 900,000 47. Fidelity Convertible Securities Fund 8,000,000 48. Fidelity Strategic Dividend and Income Fund 2,000,000 49. Aristeia International Limited 6,932,000 50. Aristeia Partners LP 1,068,000 EXHIBIT B Selling Securityholder Questionnaire The undersigned beneficial owner (the “Selling Securityholder”) of the 3.5% Convertible Senior Subordinated Notes due 2010 (the “Notes”) of Credence Systems Corporation (the “Company”) or the shares of the Company’s Common Stock, par value $0.001 per share, issuable upon conversion of the Notes (the “Common Stock” and, together with the Notes, the “Registrable Securities”) hereby gives notice to the Company of its intention to sell or otherwise dispose of Registrable Securities beneficially owned by it and listed below in Item 3 (unless otherwise specified under Item 3) pursuant to the Exchange Offer must acknowledge Shelf Registration Statement. The undersigned, by signing and returning this Selling Securityholder Questionnaire, understands that it will deliver a prospectus in connection with any resale be bound by the terms and conditions of such New Securitiesthis Selling Securityholder Questionnaire and the Registration Rights Agreement, dated as of December 20, 2006, among the Company and the Initial Purchasers thereto. The Letter of Transmittal states that by so acknowledging Pursuant to the Registration Rights Agreement, the undersigned has agreed to indemnify and by delivering a prospectushold harmless the Company’s directors, a Broker-Dealer will not be deemed to admit that it is an “underwriter: the Company’s officers and each person, if any, who controls the Company within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning either Section 15 of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act. For a period of one year after the Expiration Date”), the Company will promptly send additional copies of this Prospectus from and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus losses arising in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, statements concerning the undersigned will not be deemed made in the Shelf Registration Statement or the related prospectus in reliance upon the information provided in this Selling Securityholder Questionnaire. The undersigned hereby acknowledges its obligations under the Registration Rights Agreement to admit indemnify and hold harmless certain persons set forth therein. The undersigned hereby provides the following information to the Company and represents and warrants that it such information is an “underwriter” within the meaning of the Securities Act.accurate and complete:

Securities Held by the Company, etc. Whenever the consent or ----------------------------------- approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building agreement between the Company and the Initial Purchasersyou. Very truly yours, AMC ENTERTAINMENT MCLEODUSA INCORPORATED By: /s/ Xxxxxx Xxxxxxxx --------------------------- Name: Xxxxxx Xxxxxxxx Title: Vice President Accepted in New York, New York March 12, 1998 SALOMON BROTHERS INC By: /s/ X. Xxxxxxx Xxxxx ---------------------------- Name: X. Xxxxxxx Xxxxx Title: Associate BEAR, XXXXXXX & CO. INC. By: /s/ Xxxxx Xxxxxx X. Xxxxxx Xxxxxxx Xx. ----------------------------- Name: Xxxxx Xxxxxx X. Xxxxxx Xxxxxxx Xx. Title: Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENT, as Guarantors Senior Managing Director XXXXXX XXXXXXX & CO. INCORPORATED By: /s/ Xxxxx X. Xxxxxx [Signature is illegible] ------------------------------ Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, CHASE SECURITIES INC., as Sole Member . By: /s/ Xxxxxxx Xxxxx X. Xxxxxx --------------------------- Name: Xxxxxxx Xxxxx X. Xxxxxx Title: Executive Vice President Managing Director [FORM OF OFFERING MEMORANDUM DESCRIPTION OF REGISTRATION AGREEMENT] EXCHANGE OFFER; REGISTRATION RIGHTS The Company and Chief Financial Officer GATEWAY CINEMASthe Initial Purchasers will enter into the Registration Agreement on or prior to the Closing Date. The Company will agree, LLC LEWISVILLE CINEMASpursuant to the Registration Agreement with the Initial Purchasers, LLC LOEWS GARDEN STATE CINEMASfor the benefit of the holders, LLCthat the Company will, at its cost, (i) no later than 60 days after the Closing Date file the Exchange Offer Registration Statement with the Commission relating to the Registered Exchange Offer to exchange the Notes for Exchange Notes having terms substantially identical in all material respects to the Notes (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) use its best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act not later than 150 days after the Closing Date. Upon the effectiveness of the Exchange Offer Registration Statement, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company will keep the Registered Exchange Offer open for not less than 30 days and not more than 45 days (or longer if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the holders. For each Note surrendered to the Company pursuant to the Registered Exchange Offer, the holder of such Note will receive an Exchange Note having a principal amount equal to that of the surrendered Note. Interest on each Exchange Note will accrue from the last Interest Payment Date on which interest was paid on the Note surrendered in exchange therefor, or, if no interest has been paid on such Note, from the date of its original issue. Under existing Commission interpretations, the Exchange Notes would be freely transferable by holders other than affiliates of the Company after the Registered Exchange Offer without further registration under the Securities Act if the holder of the Exchange Notes represents that it is acquiring the Exchange Notes in the ordinary course of its business, that it has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes and that it is not an affiliate of the Company, as Guarantors By: RKO CENTURY WARNER THEATRESsuch terms are interpreted by the Commission; provided that broker- dealers ("Participating Broker-Dealers") receiving Exchange Notes in the Registered Exchange Offer will have a prospectus delivery requirement with respect to resales of such Exchange Notes. The Commission has taken the position that Participating Broker-Dealers may fulfill their prospectus delivery requirements with respect to Exchange Notes (other than a resale of an unsold allotment from the original sale of the Notes) with the prospectus contained in the Exchange Offer Registration Statement. Under the Registration Agreement, INC.the Company is required to allow Participating Broker-Dealers and other persons, if any, with similar prospectus delivery requirements to use the prospectus contained in the Exchange Offer Registration Statement in connection with the resale of such Exchange Notes. A holder of Notes (other than certain specified holders) who wishes to exchange such Notes for Exchange Notes in the Registered Exchange Offer will be required to represent that any Exchange Notes to be received by it will be acquired in the ordinary course of its business, and that at the time of the commencement of the Registered Exchange Offer it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes and that it is not an "affiliate" of the Company, as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President defined in Rule 405 of the Securities Act, or if it is an affiliate, that it will comply with the registration and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCOprospectus delivery requirements of the Securities Act to the extent applicable. In the event that applicable interpretations of the staff of the Commission do not permit the Company to effect such a Registered Exchange Offer, LLCor if for any other reason the Registered Exchange Offer is not consummated within 180 days after the Closing Date, or if the Initial Purchasers so request with respect to Notes not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer, or if any holder of Notes does not receive freely tradeable Exchange Notes in the Registered Exchange Offer, the Company will, at its cost, (a) as promptly as practicable, file a Shelf Registration Statement covering resales of the Notes or the Exchange Notes, as Guarantor By: LOEWS CINEPLEX THEATRESthe case may be, INC.(b) use its best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act and (c) keep the Shelf Registration Statement effective until two years after its effective date or such shorter period ending when all resales of Notes or Exchange Notes covered by such Shelf Registration Statement have been made. The Company will, in the event a Shelf Registration Statement is filed, among other things, provide to each holder for whom such Shelf Registration Statement was filed copies of the prospectus which is a part of the Shelf Registration Statement, notify each such holder when the Shelf Registration Statement has become effective and take certain other actions as are required to permit unrestricted resales of the Notes or the Exchange Notes, as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President the case may be. A holder selling such Notes or Exchange Notes pursuant to the Shelf Registration Statement generally would be required to be named as a selling security holder in the related prospectus and Chief Financial Officer XXXXX-STAR PARTNERSto deliver a prospectus to purchasers, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the Registration Agreement which are applicable to such holder (including certain indemnification obligations). If (i) within 60 days after the Closing Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission; (ii) within 150 days after the Closing Date the Exchange Offer Registration Statement has not been declared effective; (iii) within 180 days after the Closing Date, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective; or (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of Notes or Exchange Notes in accordance with and during the periods specified in the Registration Agreement, Special Interest will accrue and be payable semi-annually on the Notes and the Exchange Notes (in addition to the stated interest on the Notes and the Exchange Notes) from and including the date first above writtenon which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. CREDIT SUISSE SECURITIES (USA) LLCSpecial Interest will accrue and be payable semi-annually at a rate of 0.50% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director Schedule I AMC Card Processing Servicesbut in no event shall such rate exceed 2.00% per annum in the aggregate regardless of the number of Registration Defaults. The summary herein of certain provisions of the Registration Agreement does not purport to be complete and is subject to, Inc. AMC Entertainment Internationaland is qualified in its entirety by reference to, Inc. AMC-GCTall the provisions of the Registration Agreement, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema a copy of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Avewhich is available upon request to the Company. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Brokerbroker-Dealer dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “"underwriter: " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of New Securities received in exchange for Securities where such New Securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after on the first anniversary of the Expiration Date, it will make this Prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each Brokerbroker-Dealer dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION -------------------- Each Brokerbroker-Dealer dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after on the first anniversary of the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Brokerbroker-Dealer dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokersbroker-dealers. New Securities received by Brokerbroker-Dealers dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Brokerbroker-Dealer dealer and/or the purchasers of any such New Securities. Any Brokerbroker-Dealer dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of one 1 year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Brokerbroker-Dealer dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Brokerbroker-Dealersdealers) against certain liabilities, including liabilities under the Securities Act. Rider A [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: :________________________________ Address: :_____________________________ _____________________________ Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.-------

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building binding agreement between the Company and the Initial Purchasers. Very truly yours, AMC ENTERTAINMENT HOLDINGS, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENTAMERICAN MULTI-CINEMA, INC. CLUB CINEMA OF XXXXX, INC. LOEWS CITYWALK THEATRE CORPORATION AMC STARPLEX, LLC AMC OF MARYLAND, LLC as Guarantors guarantors By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMASAMC CARD PROCESSING SERVICES, INC. AMC CONCESSIONAIRE SERVICES OF FLORIDA, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member guarantors By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRESAMC ITD, INC.. AMC LICENSE SERVICES, INC. as Sole Member guarantors By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and President, Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx Xxxxxx /s/Xxxxxxx X. Xxxxx Name: Xxxx Xxxxxx Xxxxxxx X. Xxxxx Title: Managing Director Schedule SCHEDULE I AMC Card Processing ServicesCARD PROCESSING SERVICES, Inc. INC. AMC Entertainment InternationalCONCESSIONAIRE SERVICES OF FLORIDA, Inc. AMCLLC AMC ITD, INC. AMC LICENSE SERVICES, INC. AMERICAN MULTI-GCTCINEMA, Inc. INC. CLUB CINEMA OF XXXXX, INC. LOEWS CITYWALK THEATRE CORPORATION AMC RealtySTARPLEX, Inc. American Multi-CinemaLLC AMC OF MARYLAND, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. LLC ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter: ” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a building binding agreement between among the Company Company, the Guarantors and the Initial PurchasersPurchaser. Very truly yours, AMC ENTERTAINMENT TECHNICAL OLYMPIC USA, INC. By: /s/ Xxxxx XXXXX X. Xxxxxx XXXXXX -------------------------------------------- Name: Xxxxx X. Xxxxxx XxXxxx Title: Executive Vice President - Finance and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENT, as Guarantors By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President Administration and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx Xxxxxx XXXXXXX X. XXXXX ----------------------------------------- Name: Xxxx Xxxxxxx X. Xxxxx Title: Vice President SUBSIDIARY GUARANTORS: DP-NH Investments, LP DP-NH Management, LLC Xxxxx Homes Delaware, Inc. Newmark Homes, XX Xxxxxxx Homes Purchasing, LP Pacific United, LP Silver Oak Trails, LP Silverlake Interests, LC TOI, LLC TOUSA Financing, Inc. By: /s/ XXXXX X. XXXXXX -------------------------------------------- Name: Xxxxx X. XxXxxx Title: Vice President - Finance and Administration TOUSA Associates Services Company By: /s/ XXXXXXXX X. XXXXXXXX -------------------------------------------- Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President and Secretary Newmark Homes Business Trust By: /s/ XXXXX XXXXXX -------------------------------------------- Name: Xxxxx Xxxxxx Title: Director Schedule I AMC Card Processing Managing Trustee Alliance Insurance and Information Services, Inc. AMC Entertainment InternationalLLC Xxxxx Homes Residential Construction, Inc. AMC-GCTLLC Xxxxx/Xxxxx, Inc. AMC LLC XxXxx Landing, LLC Newmark Homes, LLC Preferred Builders Realty, Inc. American Multi-CinemaPreferred Home Mortgage Company Prestige Abstract & Title, Inc. CentertainmentLLC Professional Advantage Title, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Ltd. The Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Title Agency, Inc. The Xxxxxx Xxxxx OrganizationTOUSA Delaware, Inc. Theater HoldingsTOUSA Homes, Inc. Thirty-Fourth Street CinemasTOUSA Ventures, LLC Universal Land Title, Inc. U.S.A. CinemasUniversal Land Title Investment #1, LLC Universal Land Title Investment #2, LLC Universal Land Title Investment #3, LLC Universal Land Title Investment #4, LLC Universal Land Title of South Florida, Ltd. Universal Land Title of Texas, Inc. Xxxxxxx Chicago CinemasUniversal Land Title of The Palm Beaches, Inc. White Ltd. By: /s/ XXXXX X. XXXXXX -------------------------------------------- Name: Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. X. XxXxxx Title: Vice President and Treasurer ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “"underwriter: " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on for the Expiration Date (180-day period following the consummation of the Registered Exchange Offer, or such shorter period as defined herein) and ending on the close of business one year after the Expiration Datewill terminate when all New Securities held by Exchanging Dealers or Initial Purchasers have been sold pursuant hereto, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “"Plan of Distribution.” ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act."

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Exchange Securities is required hereunder, Securities or New Exchange Securities, as applicable, held by the Company, any of the Guarantors Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are shall be disregarded and deemed not to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted outstanding in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreementcorrectly sets forth the agreement among the Company, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building agreement between the Company Subsidiary Guarantors and the several Initial Purchasers. Very truly yours, AMC ENTERTAINMENT INC. By: RITE AID CORPORATION, By /s/ Xxxxx X. Xxxxxx Xxxx X.Xxxxxxxxx Name: Xxxxx X. Xxxxxx Xxxx X.Xxxxxxxxx Title: Executive Vice President President, General Counsel and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE Secretary Each of the Subsidiary Guarantors listed on Schedule I TO THIS AGREEMENThereto, as Guarantors By: by /s/ Xxxxx X. Xxxxxx Xxxx X.Xxxxxxxxx Name: Xxxxx X. Xxxxxx Xxxx X.Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Authorized Person The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Fargo Securities, LLC Credit Suisse Securities (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS LLC By: Citigroup Global Markets Inc. by /s/ Xxxx Xxxxxxxxxxx Xxxxxx Name: Xxxx Xxxxxxxxxxx Xxxxxx Title: Managing Director By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated by /s/ Xxxxxxx Lumberton Name: Xxxxxxx Lumberton Title: Managing Director By: Xxxxx Fargo Securities, LLC by /s/ Xxxxxxx X.Xxxxx Name: Xxxxxxx X.Xxxxx Title: Managing Director By: Credit Suisse Securities (USA) LLC by /s/ Xxx X.Xxxxx Name: Xxx X.Xxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Aveto the Purchase Agreement. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Brokerbroker-Dealer dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter: ” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of New Exchange Securities received in exchange for Securities where such Securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year 210 days after the Expiration Date, it will make this Prospectus prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Brokerbroker-Dealer dealer that receives New Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Brokerbroker-Dealer dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Exchange Securities. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of New Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year 210 days after the Expiration Date, it will make this Prospectusprospectus, as amended or supplemented, available to any Brokerbroker-Dealer dealer for use in connection with any such resale. In addition, until , 2006201 , all dealers effecting transactions in the New Exchange Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by Brokerbroker-Dealers dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Brokerbroker-Dealer and/or dealer or the purchasers of any such New Exchange Securities. Any Brokerbroker-Dealer dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such Persons persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year 210 days after the Expiration Date, Date the Company will promptly send additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any Brokerbroker-Dealer dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders Holders of the Securities (including any Brokerbroker-Dealersdealers) against certain liabilities, including liabilities under the Securities Act. Rider A o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Brokerbroker-Dealerdealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Exchange Securities. If the undersigned is a Brokerbroker-Dealer dealer that will receive New Exchange Securities for its own account in exchange for Securities, it represents Securities that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and activities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.. Subsidiary Guarantors 000 Xxxxxxxx Xxxxxx Xxxxxxx, LLC 0000 Xxxx Xxxxx Xxxxxx Xxxxx, Xxxxx, LLC 1740 Associates, LLC 0000 Xxxxxx Xxxx Road—Xxxxxxxxxx Corp. 0000 Xxxxxxxxxxxx Xxxxxx Xxxx—Warrensville Ohio, Inc. 5277 Associates, Inc. 5600 Superior Properties, Inc. 000-000 Xxxxx Xx. Xxxx. 000 Xxxxx Xxxxxxxx—Geneva, Ohio, LLC Xxx & Government Streets—Mobile, Alabama, LLC Apex Drug Stores, Inc. Broadview and Wallings—Broadview Heights Ohio, Inc. Central Avenue & Main Street Petal-MS, LLC Eagle Managed Care Corp. Eckerd Corporation EDC Drug Stores, Inc. Eighth and Water Streets—Urichsville, Ohio, LLC England Street—Asheland Corporation Fairground, LLC GDF, Inc. Xxxxxxxx Drug Stores, Inc. Gettysburg and Hoover—Dayton, Ohio, LLC Harco, Inc. JCG (PJC) USA, LLC JCG Holdings (USA), Inc. K&B Alabama Corporation K&B Louisiana Corporation K&B Mississippi Corporation K&B Services, Incorporated K&B Tennessee Corporation K&B Texas Corporation K&B, Incorporated Keystone Centers, Inc. Lakehurst and Broadway Corporation Maxi Drug North, Inc. Maxi Drug South, L.P. Maxi Drug, Inc. Maxi Green, Inc. Xxxxxxxx & Chillicothe Roads—Chesterland, LLC Xxxxxx & Xxxxxxx, LLC Name Rite, LLC Northline & Xxx—Toledo—Southgate, LLC P.J.C. Distribution, Inc. P.J.C. Realty Co., Inc. Xxxxxx Drive and Navy Boulevard Property Corporation Paw Paw Lake Road & Paw Paw Avenue-Coloma, Michigan, LLC PDS-1 Michigan, Inc. Perry Distributors, Inc. Perry Drug Stores, Inc. PJC Dorchester Realty LLC PJC East Lyme Realty LLC PJC Haverhill Realty LLC PJC Hermitage Realty LLC PJC Hyde Park Realty LLC PJC Lease Holdings, Inc. PJC Manchester Realty LLC PJC Mansfield Realty LLC PJC New London Realty LLC PJC of Massachusetts, Inc. PJC of Rhode Island, Inc. PJC of Vermont, Inc. PJC Peterborough Realty LLC PJC Providence Realty LLC PJC Realty MA, Inc. PJC Realty N.E. LLC PJC Revere Realty LLC PJC Special Realty Holdings, Inc. Ram—Utica, Inc. RDS Detroit, Inc. READ’s Inc. Rite Aid Drug Palace, Inc. Rite Aid Hdqtrs. Corp. Rite Aid Hdqtrs. Funding, Inc. Rite Aid of Alabama, Inc. Rite Aid of Connecticut, Inc. Rite Aid of Delaware, Inc. Rite Aid of Florida, Inc. Rite Aid of Georgia, Inc. Rite Aid of Illinois, Inc. Rite Aid of Indiana, Inc. Rite Aid of Kentucky, Inc. Rite Aid of Maine, Inc. Rite Aid of Maryland, Inc. Rite Aid of Massachusetts, Inc. Rite Aid of Michigan, Inc. Rite Aid of New Hampshire, Inc. Rite Aid of New Jersey, Inc. Rite Aid of New York, Inc. Rite Aid of North Carolina, Inc. Rite Aid of Ohio, Inc. Rite Aid of Pennsylvania, Inc. Rite Aid of South Carolina, Inc. Rite Aid of Tennessee, Inc. Rite Aid of Vermont, Inc. Rite Aid of Virginia, Inc. Rite Aid of Washington, D.C., Inc. Rite Aid of West Virginia, Inc. Rite Aid Online Store, Inc. Rite Aid Payroll Management, Inc. Rite Aid Realty Corp. Rite Aid Rome Distribution Center, Inc. Rite Aid Services, LLC Rite Aid Specialty Pharmacy LLC Rite Aid Transport, Inc. Rite Fund, Inc. Rite Investments Corp. Rx Choice, Inc. Seven Mile and Evergreen—Detroit, LLC Silver Springs Road—Baltimore, Maryland/One, LLC Silver Springs Road—Baltimore, Maryland/Two, LLC State & Fortification Streets—Jackson, Mississippi, LLC Xxxxx Xxxxxx xxx Xxxx Xxxx—Xxxxxx, Ohio, LLC The Xxxx Xxxxx Group (PJC) USA, Inc. The Lane Drug Company Thrift Drug, Inc. Thrifty Corporation Thrifty PayLess, Inc. Tyler and Xxxxxxx Roads—Birmingham, Alabama, LLC

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a building binding agreement between among the Company Company, the Guarantors and the Initial PurchasersPurchaser. Very truly yours, AMC ENTERTAINMENT TECHNICAL OLYMPIC USA, INC. By: /s/ Xxxxx Dxxxx X. Xxxxxx Name: Xxxxx Dxxxx X. Xxxxxx Title: Executive Senior Vice President and President, Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENT, as Guarantors By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE DEUTSCHE BANK SECURITIES (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS INC. By: /s/ Xxxx Exxxx X. Xxxxxx Name: Xxxx Exxxx X. Xxxxxx Title: Managing Director Schedule I AMC Card Processing ServicesBy: /s/ Dxxxx X. Xxxxxxxx Name: Dxxxx X. Xxxxxxxx Title: Managing Director SUBSIDIARY GUARANTORS: EXXXX HOMES DELAWARE, Inc. AMC Entertainment InternationalINC. NEWMARK HOMES, Inc. AMCL.X. XXXXXXX HOMES PURCHASING, L.P. SILVERLAKE INTERESTS, L.C. TOI, LLC TOUSA HOMES, L.X. XXXXX, LLC TOUSA HOMES INVESTMENT #1, L.X. XXXXX HOMES INVESTMENT #2, LLC TOUSA HOMES INVESTMENT #1, INC. TOUSA HOMES INVESTMENT #2, INC. TOUSA INVESTMENT #2, INC. TOUSA INVESTMENT #1, LLC TOUSA INVESTMENT #2, LLC TOUSA INVESTMENT #3, LLC TOUSA INVESTMENT #4, LLC TOUSA INVESTMENT #5, LLC TOUSA MID-GCTATLANTIC INVESTMENT, Inc. AMC RealtyLLC TOUSA REALTY, Inc. American Multi-CinemaINC. TOUSA/WEST HOLDINGS, Inc. CentertainmentINC. By: /s/ Dxxxx X. Xxxxxx Name: Dxxxx X. Xxxxxx Title: Vice President EXXXX HOMES RESIDENTIAL CONSTRUCTION, Inc. Club Cinema of XxxxxL.L.C. EXXXX/JXXXX, Inc. GCT Pacific Beverage ServicesLLC MXXXX LANDING LLC NEWMARK HOMES, Inc. National Cinema NetworkL.L.C. PREFERRED BUILDERS REALTY, Inc. Premium Cinema of YorktownINC. TOUSA DELAWARE, Inc. Premium Theater of FraminghamINC. TOUSA FUNDING, Inc. Premium Theatre of MayfairLLC TOUSA HOMES, Inc. 71st & 3rd AveINC. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews TOUSA VENTURES LLC By: /s/ Dxxxx X. Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Name: Dxxxx X. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Title: Vice President and Treasurer TOUSA ASSOCIATES SERVICES COMPANY By: /s/ Pxxxxxxx X. Xxxxxxxx Name: Pxxxxxxx X. Xxxxxxxx Title: Vice President and Secretary NEWMARK HOMES BUSINESS TRUST By: /s/ Rxxxx Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Name: Rxxxx Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. Title: Managing Trustee ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter: ” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on for the Expiration Date (180-day period following the consummation of the Registered Exchange Offer, or such shorter period as defined herein) and ending on will terminate when all New Securities held by Exchanging Dealers or the close of business one year after the Expiration DateInitial Purchaser have been sold pursuant hereto, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.”

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors its subsidiaries or its their respective Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreementcorrectly sets forth the agreement by and among the Company, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building agreement between the Company Subsidiary Guarantors and the Initial Purchasers. Very truly yours, AMC ENTERTAINMENT INCXxxx Communications Systems, INc. By: /s/ Xxxxx X. Xxxxxx Xxxx Name: Xxxxx X. Xxxxxx Xxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENTV.P. - CFO THE ALBANY HERALD PUBLISHING COMPANY, as Guarantors INC. POST-CITIZEN MEDIA, INC. XXXX COMMUNICATIONS OF INDIANA, INC. WEAU-TV, INC. WVLT-TV, INC. WRDW-TV, INC. WITN-TV, INC. XXXX KENTUCKY TELEVISION, INC. XXXX COMMUNICATIONS OF TEXAS, INC. XXXX COMMUNICATIONS OF TEXAS-XXXXXXX, INC. XXXX TRANSPORTATION COMPANY, INC. XXXX REAL ESTATE AND DEVELOPMENT CO. XXXX FLORIDA HOLDINGS, INC. KOLN/KGIN, INC. WEAU LICENSEE CORP. KOLN/KGIN LICENSE, INC. WJHG LICENSEE CORP. WCTV LICENSEE CORP. WVLT LICENSEE CORP. WRDW LICENSEE CORP. WITN LICENSEE CORP. WKYT LICENSEE CORP. WYMT LICENSEE CORP. KWTX-KBTX LICENSEE CORP. KXII LICENSEE CORP. XXXX TELEVISION MANAGEMENT, INC. XXXX MIDAMERICA HOLDINGS, INC. XXXX PUBLISHING, INC. XXXX DIGITAL, INC. KWTX-KBTX LP CORP. KXII LP CORP. PORTA-PHONE PAGING LICENSEE CORP. KXII L.P. KWTX-KBTX L.P. LYNQX COMMUNICATIONS, INC. For each of the above: By: /s/ Xxxxx X. Xxxxxx Xxxx Name: Xxxxx X. Xxxxxx Xxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, V.P. - CFO except for Delaware Subsidiaries then as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first written above writtenFIRST UNION SECURITIES, INC. CREDIT SUISSE SECURITIES (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS on behalf of the Initial Purchasers By: /s/ Xxxx Xxxxxx Xxxx Name: Xxxx Xxxxxx Xxxx Title: Director Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. Vice President ANNEX A Each Brokerbroker-Dealer dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “"underwriter: " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of New Exchange Securities received in exchange for Securities where such Securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Company has Issuers have agreed that, starting on during the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration DateExchange Offer Registration Period, it will make this Prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each Brokerbroker-Dealer dealer that receives New Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each Brokerbroker-Dealer dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of New Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has Issuers have agreed that, starting on during the Expiration Date and ending on the close of business one year after the Expiration DateExchange Offer Registration Period, it they will make this Prospectus, as amended or supplemented, available to any Brokerbroker-Dealer dealer for use in connection with any such resale. In addition, until ____________, 20062002, all dealers effecting transactions in the New Exchange Securities may be required to deliver a prospectus. The Company Issuers will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by Brokerbroker-Dealers dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Brokerbroker-Dealer dealer and/or the purchasers of any such New Exchange Securities. Any Brokerbroker-Dealer dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of from any such resale of New Exchange Securities and any commissions or concessions received by any such Persons persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of one year after the Expiration DateExchange Offer Registration Period, the Company Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Brokerbroker-Dealer dealer that requests such documents in the Letter of Transmittal. The Company has Issuers have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than dealers' and brokers' discounts, commissions or concessions of any brokers or dealers and counsel fees) and will indemnify the holders Holders of the Securities (including any Brokerbroker-Dealersdealers) against certain liabilities, including liabilities under the Securities Act. Rider A [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ____________________ Address: Rider B If :____________________ ____________________ The undersigned represents that it is not an Affiliate of the Issuers, that any Exchange Securities to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Securities. In addition, if the undersigned is not a Brokerbroker-Dealerdealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Exchange Securities. If the undersigned is a Brokerbroker-Dealer dealer that will receive New Exchange Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Exchange Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE COMPANY TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 9.25% Senior Subordinated Notes Due 2011 (the "Notes") of Xxxx Communications Systems, Inc. Ladies and Gentlemen: Please be advised that the Securities Act.and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above and the guarantees related thereto (together with the Notes, the "Securities"). Accordingly, there is no longer any restriction as to whom such Securities may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours, Authorized Officer

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. [Signature pages follow.] If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building agreement between among the Company and the several Initial Purchasers. Very truly yours, AMC ENTERTAINMENT PRIDE INTERNATIONAL INC. By: /s/ Xxxxx Xxxxxx X. Xxxxxx Name: Xxxxx ------------------------------------- Xxxxxx X. Xxxxxx Title: Executive Vice President - Treasury and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENT, as Guarantors By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Investor Relations The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE CITIGROUP GLOBAL MARKETS INC. BANC OF AMERICA SECURITIES LLC DEUTSCHE BANK SECURITIES INC. NATEXIS BLEICHROEDER INC. BNP PARIBAS SECURITIES CORP. CALYON SECURITIES (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS INC. As Representatives of the Initial Purchasers By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Xxxxxxx X. Xxxxxxxxxx -------------------------------------- Xxxxxxx X. Xxxxxxxxxx Managing Director SCHEDULE I (Initial Purchasers) Citigroup Global Markets Inc. Banc of America Securities LLC Deutsche Bank Securities Inc. Natexis Bleichroeder Inc. BNP Paribas Securities Corp. Calyon Securities (USA) Inc. Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter: within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “"Plan of Distribution.” " Annex A ANNEX C B PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year 180 days after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokersBroker-dealersDealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all reasonable expenses incident to the Exchange Offer (including the reasonable expenses of one counsel for the holder holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKERIf applicable, add information required by Regulation S-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETOK Items 507 and/or 508. Name: Address: Rider Annex B ANNEX C If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a the distribution of New Securities within the meaning of the Act and it has no arrangements or understandings with any Person to participate in a distribution of the Securities or the New SecuritiesSecurities within the meaning of the Act. If the undersigned is a Broker-Dealer Dealer, the undersigned represents that it will receive New Securities for its own account in exchange for Securities, it represents and that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities activities, and it acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act.. Annex C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Registrable Securities is required hereunder, Registrable Securities or New Securities, as applicable, held by the Company, any of the Guarantors Company or its Affiliates or the Trust (other than subsequent Holders of Securities or New Registrable Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building agreement between the Company Company, the Trust and the Initial Purchasers. Very truly yours, AMC ENTERTAINMENT PIONEER-STANDARD ELECTRONICS, INC. by /s/ John X. Xxxxxxx Name: John X. Xxxxxxx Title: Vice President, Treasurer and Assistant Secretary PIONEER-STANDARD FINANCIAL TRUST by /s/ John X. Xxxxxxx Name: John X. Xxxxxxx Title: Administrative Trustee Accepted in New York, New York March 23, 1998 LAZARD FRERES & CO. LLC CLEAXX XXXL REILXXX & XCDEXXXX XXX. MCDOXXXX & XOMPANY SECURITIES, INC. By: Lazard Freres & Co. LLC by /s/ Xxxxx X. Xxxxxx NameAuthorized Officer ----------------------------- EXHIBIT A PIONEER-STANDARD ELECTRONICS, INC. PIONEER-STANDARD FINANCIAL TRUST INSTRUCTION TO DTC PARTICIPANTS (DATE OF MAILING) URGENT - IMMEDIATE ATTENTION REQUESTED DEADLINE FOR RESPONSE: Xxxxx X. Xxxxxx Title(DATE) The Depository Trust Company ("DTC") has identified you as a DTC Participant through which beneficial interests in 6 3/4% Convertible Trust Preferred Securities (liquidation preference $50 per preferred security) of Pioneer-Standard Financial Trust (the "Trust") are held. The Preferred Securities are guaranteed on a subordinated basis by Pioneer-Standard Electronics, Inc. (the "Company") as to the payment of distributions, and as to payments on liquidation or redemption, to the extent set forth in a guarantee agreement between the Company and Wilmington Trust Company, as trustee (the "Guarantee") and may be exchanged under certain circumstances into 6 3/4% Junior Convertible Subordinated Debentures due March 31, 2028 of the Company (the "Debentures") held by the Trust and converted into common shares, without par value ("Common Shares"), of the Company. The Preferred Securities, the Debentures, the Guarantee and the Common Shares are referred to collectively as the "Registrable Securities." The Company and the Trust are in the process of registering the Registrable Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Registrable Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Security Holder Questionnaire. It is important that beneficial owners of the Registrable Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Registrable Securities included in the registration statement depend upon their returning the Notice and Questionnaire by (DEADLINE FOR RESPONSE). Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Registrable Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact: Executive Vice President and Pioneer-Standard Electronics, Inc. ----------------------- ----------------------- Attn: Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENT, as Guarantors By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRESFORM OF PIONEER-STANDARD ELECTRONICS, INC.. PIONEER-STANDARD FINANCIAL TRUST NOTICE OF REGISTRATION STATEMENT AND SELLING SECURITY HOLDER QUESTIONNAIRE [DATE] Pioneer-Standard Electronics, as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President Inc., an Ohio corporation (the "Company") and Chief Pioneer-Standard Financial Officer GATEWAY CINEMASTrust, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as a statutory business trust formed under the laws of the date first above written. CREDIT SUISSE SECURITIES State of Delaware (USAthe "Trust") LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-have filed with the United States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Broker-Dealer that receives New Securities and Exchange Commission (the "Commission") a preliminary registration statement on Form S-3 (the "Shelf Registration Statement") for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any registration and resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter: within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"), of the Trust's [ ]% Convertible Trust Preferred Securities (liquidation preference $50 per preferred security) (the "Preferred Securities"), the Company's 6 3/4% Junior Convertible Subordinated Debentures, due March 31, 2028 (the "Debentures"), the guarantee of the Company pursuant to the Guarantee Agreement between the Company and any profit Wilmington Trust Company, as trustee (the "Guarantee"), the common shares of any such resale the Company, without par value, issuable upon conversion of New the Preferred Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation and/or the Debentures (together with the associated common share purchase rights (the "Rights") provided under the Rights Agreement, the "Company Common Shares", and together with the Preferred Securities, the Debentures and the Guarantee, the "Registrable Securities"), in accordance with the terms of the Registration Rights Agreement, dated as of March __, 1998 (the "Registration Rights Agreement"), among the Trust, the Company, and Lazard Freres & Co. LLC, Cleaxx Xxxl Reilxxx & XcDexxxx Xxx. and McDoxxxx & Xompany Securities, Inc. (the "Initial Purchasers"). A copy of the Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Each beneficial owner of Registrable Securities Actis entitled to have the Registrable Securities beneficially owned by it included in the Shelf Registration Statement. The Letter In order to have Registrable Securities included in the Shelf Registration Statement, this Notice of Transmittal states that Registration Statement and Selling Security Holder Questionnaire ("Notice and Questionnaire") must be completed, executed and delivered to the Company's counsel at the address set forth herein for receipt ON OR BEFORE (DEADLINE FOR RESPONSE). Beneficial owners of Registrable Securities who do not complete, execute and return this Notice and Questionnaire by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer such date (i) will not be deemed to admit that it is an “underwriter” within named as selling security holders in the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Shelf Registration Statement and related Prospectus and any amendment or supplement (ii) may not sell their Registrable Securities pursuant thereto, unless the Company, in its discretion, consents to this Prospectus to any Broker-Dealer that requests include such documents owner's securities in the Letter of TransmittalShelf Registration Statement. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Certain legal consequences arise from being named as a selling security holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of its business, it is Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it being named as a result of market-making activities or other trading activities selling security holder in the Shelf Registration Statement and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Actrelated Prospectus.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a building binding agreement between among the Company Company, the Guarantors and the several Initial Purchasers. Very truly yours, AMC ENTERTAINMENT Issuer: WARNACO INC. By: /s/ Xxxxx X. Xxxxxx Xxxxxxx ------------------------------------- Name: Xxxxx X. Xxxxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENTGuarantors: THE WARNACO GROUP, as Guarantors INC. By: /s/ Xxxxx X. Xxxxxx Xxxxxxx ------------------------------------- Name: Xxxxx X. Xxxxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES000 XXXXXX XXXXXX INC. A.B.S. CLOTHING COLLECTION, INC.. ABBEVILLE MANUFACTURING COMPANY AUTHENTIC FITNESS CORPORATION AUTHENTIC FITNESS ON-LINE, as Sole Member INC. AUTHENTIC FITNESS PRODUCTS INC. AUTHENTIC FITNESS RETAIL INC. CCC ACQUISITION CORP. X.X. XXXXXXXX COMPANY XXXXXX XXXXX JEANSWEAR COMPANY CKJ HOLDINGS, INC. DESIGNER HOLDINGS LTD. XXXXXXX STREET, INC. JEANSWEAR HOLDINGS, INC. KAI JAY MANUFACTURING COMPANY MYRTLE AVENUE, INC. OUTLET HOLDINGS, INC. OUTLET STORES, INC. PENHALIGON'S BY REQUEST, INC. RIO SPORTSWEAR, INC. UBERTECH PRODUCTS, INC. WARNACO INTERNATIONAL, L.L.C. WARNACO MEN'S SPORTSWEAR INC. WARNACO PUERTO RICO, INC. WARNACO SOURCING INC. WARNACO U.S., INC. WARNER'S DE COSTA RICA INC. By: /s/ Xxxxx Xxxxxxx X. Xxxxxx Xxxxxxxxxxx ------------------------------------- Name: Xxxxx Xxxxxxx X. Xxxxxx Xxxxxxxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx Xxxxxx X. XxXxxxx -------------------------- Name: Xxxx Xxxxxx X. XxXxxxx Title: Director Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd AveVice President X.X. XXXXXX SECURITIES INC. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriterBy: within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. /s/ Xxxx X. Sell -------------------------- Name: AddressXxxx X. Sell Title: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.Vice President

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities Exchange Notes is required hereunder, Securities or New SecuritiesExchange Notes, as applicable, held by the Company, any of the Guarantors Company or its Affiliates (other than subsequent Holders of Securities or New Securities Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New SecuritiesExchange Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building binding agreement between among the Company and the several Initial Purchasers. Very truly yours, AMC ENTERTAINMENT STAPLES, INC. By: /s/ Xxxxx XXXX X. Xxxxxx Name: Xxxxx XXXXXXX Xxxx X. Xxxxxx Title: Xxxxxxx Executive Vice President and President, Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENTand Chief Administrative Officer STAPLES THE OFFICE SUPERSTORE, as Guarantors INC. By: /s/ Xxxxx XXXX X. Xxxxxx Name: Xxxxx XXXXXXX Xxxx X. Xxxxxx Title: Xxxxxxx Executive Vice President and President, Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRESand Chief Administrative Officer STAPLES THE OFFICE SUPERSTORE EAST, INC., as Sole Member . By: /s/ Xxxxx XXXX X. Xxxxxx Name: Xxxxx XXXXXXX Xxxx X. Xxxxxx Title: Xxxxxxx Executive Vice President and President, Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRESand Chief Administrative Officer STAPLES CONTRACT AND COMMERCIAL, INC., as Sole Member . By: /s/ Xxxxx XXXX X. Xxxxxx Name: Xxxxx XXXXXXX Xxxx X. Xxxxxx Title: Xxxxxxx Executive Vice President and President, Chief Financial Officer LOEWS CINEPLEX U.S. CALLCOand Chief Administrative Officer HACKENSACK FUNDING, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERSXXXXXXX XXXXXXX Xxxxxxx Xxxxxxx Treasurer ROCHESTER CAPITAL, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice XXXXXXX XXXXXXX Xxxxxxx Xxxxxxx President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer 19 The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (Xxxxxxx Xxxxx Xxxxxx Inc. XX Xxxxxx Securities Inc. Fleet Securities, Inc. Banc One Capital Markets, Inc. HSBC Securities USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS Inc. Wachovia Securities, Inc. XXXXXXX XXXXX BARNEY INC. By: XXXXXXX XXXXX XXXXXX INC. By: /s/ Xxxx Xxxxxx XXXXXXX X. XXXXX Name: Xxxx Xxxxxx Xxxxxxx X. Xxxxx Title: Director Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd AveVice President XX XXXXXX SECURITIES INC. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New SecuritiesBy: XX XXXXXX SECURITIES INC. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriterBy: within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution/s/ XXXX X. XXXXXXX XX.” ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities Exchange Notes is required hereunder, Securities or New SecuritiesExchange Notes, as applicable, held by the Company, any of the Guarantors or its any of their respective Affiliates (other than subsequent Holders of Securities or New Securities Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New SecuritiesExchange Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building binding agreement between the Company Company, the Guarantors and the several Initial Purchasers. Very truly yours, AMC ENTERTAINMENT INC. Cricket Communications, Inc. By: /s/ Xxxxx Xxxxxx X. Xxxxxx Xxxxxx, Xx. Name: Xxxxx Xxxxxx X. Xxxxxx Xxxxxx, Xx. Title: Executive Senior Vice President President, General Counsel and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENTSecretary Leap Wireless International, as Guarantors Inc. By: /s/ Xxxxx Xxxxxx X. Xxxxxx Xxxxxx, Xx. Name: Xxxxx Xxxxxx X. Xxxxxx Xxxxxx, Xx. Title: Executive Senior Vice President President, General Counsel and Chief Financial Officer DOWNTOWN BOSTON CINEMASSecretary Cricket Licensee (Reauction), LLC LOEWS NORTH VERSAILLES CINEMASCricket Licensee I, LLC LOEWS PLAINVILLE CINEMASCricket Licensee 2007, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx Xxxxxx X. Xxxxxx Xxxxxx, Xx. Name: Xxxxx Xxxxxx X. Xxxxxx Xxxxxx, Xx. Title: Executive Senior Vice President President, General Counsel and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Secretary The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLCXxxxxxx, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS Xxxxx & Co. Deutsche Bank Securities Inc. By: Xxxxxxx, Sachs & Co. By: /s/ Xxxx Xxxxxx Xxxxxxx, Xxxxx & Co. (Xxxxxxx, Sachs & Co.) By: Deutsche Bank Securities Inc. By: /s/ Xxxxx Xxxxx Name: Xxxx Xxxxxx Xxxxx Xxxxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I AMC Card Processing Services, Inc. AMC Entertainment to the Purchase Agreement. Schedule I Guarantors Leap Wireless International, Inc. AMC-GCTCricket Licensee (Reauction), Inc. AMC RealtyLLC Cricket Licensee I, Inc. American Multi-CinemaLLC Cricket Licensee 2007, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. LLC ANNEX A Each Brokerbroker-Dealer dealer that receives New Securities exchange notes for its own account pursuant to the Exchange Offer exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securitiesexchange notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter: ” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of New Securities exchange notes received in exchange for Securities securities where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Company Cricket has agreed that, starting on the Expiration Date (as defined herein) expiration date and ending on the close of business one year after the Expiration Dateexpiration date, it will make this Prospectus prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Brokerbroker-Dealer dealer that receives New Securities exchange notes for its own account in exchange for Securitiessecurities, where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securitiesexchange notes. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities Exchange Notes is required hereunder, Securities or New SecuritiesExchange Notes, as applicable, held by the Company, any of the Guarantors or its any of their respective Affiliates (other than subsequent Holders of Securities or New Securities Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New SecuritiesExchange Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building binding agreement between the Company Company, the Guarantors and the several Initial Purchasers. Very truly yours, AMC ENTERTAINMENT INC. Cricket Communications, Inc. By: /s/ Xxxxx Xxxxxx X. Xxxxxx Name: Xxxxx Xxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENTLeap Wireless International, as Guarantors Inc. By: /s/ Xxxxx Xxxxxx X. Xxxxxx Name: Xxxxx Xxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMASCricket License Company, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx Xxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLCXxxxxxx, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS Xxxxx & Co. Xxxxxx Xxxxxxx & Co. Incorporated Deutsche Bank Securities Inc. By: Xxxxxxx, Sachs & Co. By: /s/ Xxxx Xxxxxxx, Xxxxx & Co. (Xxxxxxx, Sachs & Co.) By: Xxxxxx Xxxxxxx & Co. Incorporated By: /s/ Xxxxxxx Xxxxxx Name: Xxxx Xxxxxxx Xxxxxx Title: Authorized Signatory By: Deutsche Bank Securities Inc. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I AMC Card Processing Services, Inc. AMC Entertainment to the Purchase Agreement. Schedule I Guarantors Leap Wireless International, Inc. AMC-GCTCricket License Company, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. LLC ANNEX A Each Brokerbroker-Dealer dealer that receives New Securities exchange notes for its own account pursuant to the Exchange Offer exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securitiesexchange notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter: ” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of New Securities exchange notes received in exchange for Securities securities where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Company Cricket has agreed that, starting on the Expiration Date (as defined herein) expiration date and ending on the close of business one year after the Expiration Dateexpiration date, it will make this Prospectus prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Brokerbroker-Dealer dealer that receives New Securities exchange notes for its own account in exchange for Securitiessecurities, where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securitiesexchange notes. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Exchange Securities is required hereunder, Securities or New Exchange Securities, as applicable, held by the Company, any of the Guarantors Company or its Affiliates (other than subsequent Holders of Securities or New Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building agreement between the Company and the Initial Purchasersyou. Very truly yours, AMC ENTERTAINMENT INC. LOCKHEED XXXXXX CORPORATION By: /s/ Xxxxx Xxxx X. Xxxxxx Xxxxxxx Name: Xxxxx Xxxx X. Xxxxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENT, as Guarantors By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. : CREDIT SUISSE AGRICOLE SECURITIES (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS INC. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Head of DCM Origination, Americas The foregoing Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX SACHS & CO. LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director The foregoing Agreement is hereby confirmed and accepted as of the date first above written: MIZUHO SECURITIES USA LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director The foregoing Agreement is hereby confirmed and accepted as of the date first above written: UNICREDIT CAPITAL MARKETS LLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director President & COO UniCredit Capital Markets By: /s/ Xxxxx Xxxxx-Xxxx Name: Xxxxx Xxxxx-Xxxx Title: Legal Counsel UniCredit Bank AG, NY Branch The foregoing Agreement is hereby confirmed and accepted as of the date first above written: ANZ SECURITIES, INC. By: /s/ Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Senior Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written: BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Au Name: Xxxxxx Au Title: Managing Director The foregoing Agreement is hereby confirmed and accepted as of the date first above written: LLOYDS SECURITIES INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director The foregoing Agreement is hereby confirmed and accepted as of the date first above written: MUFG SECURITIES AMERICAS INC. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director, Head of U.S. Syndicate The foregoing Agreement is hereby confirmed and accepted as of the date first above written: RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written: SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Managing Director The foregoing Agreement is hereby confirmed and accepted as of the date first above written: TD SECURITIES (USA) LLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Director The foregoing Agreement is hereby confirmed and accepted as of the date first above written: U.S. BANCORP INVESTMENTS, INC. By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Senior Vice President Schedule I AMC Card Processing ServicesCredit Agricole Securities (USA) Inc. 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Mizuho Securities USA LLC 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 UniCredit Capital Markets LLC 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 ANZ Securities, Inc. AMC Entertainment International000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Barclays Capital Inc. AMC-GCT000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Lloyds Securities Inc. AMC Realty0000 Xxxxxx xx xxx Xxxxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 MUFG Securities Americas Inc. American Multi-Cinema0000 Xxxxxx xx xxx Xxxxxxxx, Inc. Centertainment0xx Xxxxx Xxx Xxxx, Inc. Club Cinema of XxxxxXX 00000 RBC Capital Markets, Inc. GCT Pacific Beverage ServicesLLC Brookfield Place 000 Xxxxx Xxxxxx, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM 8th Floor New York, Inc. LTM Turkish HoldingsNY 10281 SMBC Nikko Securities America, Inc. Mid-States Theatres000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 TD Securities (USA) LLC 00 X. 00xx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 U.S. Bancorp Investments, Inc. Music Makers Theatres000 X. Xxxxx Street, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter: within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.26th Floor

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building binding agreement between the Company and the Initial Purchasers. Very truly yours, AMC ENTERTAINMENT INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE Guarantors Listed on Schedule I TO THIS AGREEMENTto This Agreement, as Guarantors By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx Xxxxxx XxxXxxxxx Name: Xxxx Xxxxxx XxxXxxxxx Title: Managing Director Schedule Very truly yours, XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Managing Director SCHEDULE I AMC Card Processing ServicesCARD PROCESSING SERVICES, Inc. INC. AMC Entertainment InternationalCONCESSIONAIRE SERVICES OF FLORIDA, Inc. AMCLLC AMC ITD, INC. AMC LICENSE SERVICES, INC. AMC THEATRES OF NEW JERSEY, INC. AMERICAN MULTI-GCTCINEMA, Inc. INC. CLUB CINEMA OF XXXXX, INC. LCE ACQUISITIONSUB, INC. LCE MEXICAN HOLDINGS, INC. LOEWS CITYWALK THEATRE CORPORATION RAVE REVIEWS CINEMAS, L.L.C. XXXXX AMC RealtyRELEASING, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. LLC ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter: ” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” Annex A ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” Annex B ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors or its any of their respective Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building binding agreement between the Company Company, the Guarantors and the several Initial Purchasers. Very truly yours, AMC ENTERTAINMENT U.S. CONCRETE, INC. By: /s/ Rxxxxx Xxxxx X. Name: Rxxxxx Xxxxx Title: Sr. Vice President GUARANTORS: AMERICAN CONCRETE PRODUCTS, INC. ATLAS-TUCK CONCRETE, INC. BXXXX INDUSTRIES, INC. BXXXX MANAGEMENT, INC. CENTRAL CONCRETE SUPPLY CO., INC. CENTRAL PRECAST CONCRETE, INC. EASTERN CONCRETE MATERIALS, INC. KXXXX GRAVEL COMPANY READY MIX CONCRETE COMPANY OF KNOXVILLE SAN DIEGO PRECAST CONCRETE, INC. SIERRA PRECAST, INC. SXXXX PRE-CAST, INC. SUPERIOR MATERIALS, INC. TITAN CONCRETE INDUSTRIES, INC. By: /s/ Cxxxx Xxxxxx Name: Xxxxx X. Cxxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENTBUILDERS’ REDI-MIX, as Guarantors LLC B.W.B., INC. OF MICHIGAN CENTRAL CONCRETE CORP. SUPERIOR CONCRETE MATERIALS, INC. By: /s/ Dxxxxx Xxxxx X. Xxxxxx Name: Dxxxxx Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMASBXXXX CONCRETE ENTERPRISES, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors LTD. By: XXXXX THEATRESBXXXX MANAGEMENT, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as its General Partner By: /s/ Xxxxx X. Cxxxx Xxxxxx Name: Xxxxx X. Cxxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIPCONCRETE XXXI ACQUISITION, AS GUARANTOR INC. CONCRETE XXXII ACQUISITION, INC. CONCRETE XXXIII ACQUISITION, INC. CONCRETE XXXIV ACQUISITION, INC. CONCRETE XXXV ACQUISITION, INC. CONCRETE XXXVI ACQUISITION, INC. By: S & J THEATRES/s/ Dxxxxx Xxxxx Name: Dxxxxx Xxxxx Title: President USC ATLANTIC, INC. U.S. CONCRETE ON-SITE, INC. By: /s/ Mxxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President USC MICHIGAN, INC. USC PAYROLL, INC. USC GP, INC. By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President USC MANAGEMENT CO., L.P. By: USC GP, INC., AS its General Partner By: /s/ Xxxxx X. Mxxxxxx Xxxxxx Name: Xxxxx X. Mxxxxxx Xxxxxx Title: Executive President WYOMING CONCRETE INDUSTRIES, INC. By: /s/ Exxxxx Xxxxxxxxx Name: Exxxxx Xxxxxxxxx Title: Vice President and Chief Financial Officer IXXXXX ENTERPRISES, L.X. XXXXXX ENTERPRISES MANAGEMENT, INC. REDI-MIX, L.P. REDI-MIX MANAGEMENT, INC. By: /s/ Dxxxxx Xxxxx Name: Dxxxxx Xxxxx Title: Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS Citigroup Global Markets Inc. By: /s/ Xxxx Xxxxxx Pxxx Xxxxxxx Name: Xxxx Xxxxxx Pxxx Xxxxxxx Title: Director Vice President For itself and the other several Initial Purchasers named in Schedule I AMC Card Processing Servicesto the Purchase Agreement. Schedule I Alliance Haulers, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC RealtyAlberta Investments, Inc. American Multi-CinemaConcrete Products, Inc. CentertainmentAtlas-Tuck Concrete, Inc. Club Cinema of XxxxxBxxxx Concrete Enterprises, Ltd. Bxxxx Industries, Inc. GCT Pacific Beverage ServicesBxxxx Management, Inc. National Cinema NetworkBuilders’ Redi-Mix, LLC. B.W.B., Inc. Premium Cinema of YorktownMichigan Central Concrete Corp. Central Concrete Supply Co., Inc. Premium Theater of FraminghamCentral Precast Concrete, Inc. Premium Theatre of MayfairConcrete XXXI Acquisition, Inc. 71st & 3rd Ave. Corp Brick Plaza CinemasConcrete XXXII Acquisition, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood CinemasConcrete XXXIII Acquisition, Inc. Eton Amusement Corporation Fall River CinemaConcrete XXXIVAcquisition, Inc. Farmers CinemasConcrete XXXV Acquisition, Inc. Forty-Second Street CinemasConcrete XXXVI Acquisition, Inc. Fountain CinemasEastern Concrete Materials, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois CinemasIxxxxx Enterprises, L.X. Xxxxxx Enterprises Management, Inc. Jersey Garden CinemasKxxxx Gravel Company Ready Mix Concrete Company of Knoxville Redi-Mix Concrete, L.P. Redi-Mix GP, LLC Redi-Mix, L.P. Redi-Mix Management, Inc. Kips Bay CinemasSan Diego Precast Concrete, Inc. Xxxxx Theatre Corporation LCE AcquisitionSubSierra Precast, Inc. LCE Mexican HoldingsSxxxx Pre-Cast, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. Loews Akron CinemasSuperior Materials, Inc. Loews Arlington CinemasSuperior Concrete Materials, Inc. Loews Arlington West CinemasTitan Concrete Industries, Inc. Loews Astor PlazaU.S. Concrete On-Site, Inc. Loews Baltimore CinemasUSC Atlantic, Inc. Loews Bay Terrace CinemasUSC GP, Inc. Loews Berea Cinemas, Inc. Loews Boulevard Cinemas, Inc. Loews Bristol Cinemas, Inc. Loews Broadway Cinemas, Inc. Loews California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of USC Michigan, Inc. Star TheatresUSC Payroll, Inc. Xxxxxx Mall CinemasUSC Management Co., Inc. Talent Booking AgencyL.P. Wyoming Concrete Industries, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. LLC. ANNEX A Each Brokerbroker-Dealer dealer that receives New Securities new securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securitiesnew securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter: ” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of New Securities new securities received in exchange for Securities securities where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Company U.S. Concrete has agreed that, starting on the Expiration Date (as defined herein) expiration date and ending on the close of business one year after the Expiration Dateexpiration date, it will make this Prospectus prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Brokerbroker-Dealer dealer that receives New Securities new securities for its own account in exchange for Securitiessecurities, where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securitiesnew securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of Company or the Guarantors or its their Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building binding agreement between among the Company Company, the Guarantors and the several Initial Purchasers. Very truly yours, AMC ENTERTAINMENT GTECH HOLDINGS CORPORATION By: ------------------------ Name: Title: GTECH CORPORATION By ------------------------ Name: Title: GTECH RHODE ISLAND CORPORATION By ------------------------ Name: Title: GTECH LATIN AMERICA CORPORATION By ------------------------ Name: Title: INTERLOTT TECHNOLOGIES, INC. By: /s/ Xxxxx X. Xxxxxx By ------------------------ Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENT, as Guarantors By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLCCITIGROUP GLOBAL MARKETS INC. XXXXXXX LYNCH, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS PIERCE, XXXXXX & XXXXX INCORPORATED Acting on behalf of themselves and as the Representatives of the several Initial Purchasers. By: /s/ Xxxx Xxxxxx CITIGROUP GLOBAL MARKETS INC. By: ------------------------ Name: Xxxx Xxxxxx Title: Director Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter: within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.:

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building binding agreement between the Company and the Initial Purchasers. Very truly yours, AMC ENTERTAINMENT INC. By: /s/ Xxxxx X. Xxxxxx Authorized Signatory Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE Guarantors Listed on Schedule I TO THIS AGREEMENTto this Agreement, as Guarantors By: /s/ Xxxxx X. Xxxxxx Authorized Signatory Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLCXXXXXXX, SACHS & CO. FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS By: /s/ Xxxx Xxxxxx NameAuthorized Signatory (Xxxxxxx, Xxxxx & Co.) The foregoing Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES LLC, AS MARKET MAKER By: Xxxx Xxxxxx /s/ Authorized Signatory Name Title: Director Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCTAMC ITD, Inc. AMC RealtyLicense Services, Inc. AMC ShowPlace Theatres, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter: ” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 20062011, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokersBrokers-dealersDealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. ANNEX D Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is has not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Exchange Securities for its own account in exchange for Securities, it represents Securities that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and activities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors Company or its Affiliates affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreementcorrectly sets forth the agreement among the Company, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building agreement between the Company Guarantors and the Initial Purchasers. Very truly yours, AMC ENTERTAINMENT MANOR CARE, INC. By:/s/ R. Xxxxxxx Xxxxxx ------------------------------------ Name: R. Xxxxxxx Xxxxxx Title: Vice President, Secretary and General Counsel SUBSIDIARY GUARANTORS AMERICAN HOSPITAL BUILDING CORPORATION AMERICANA HEALTHCARE CENTER OF PALOS TOWNSHIP, INC. AMERICANA HEALTHCARE CORPORATION OF GEORGIA AMERICANA HEALTHCARE CORPORATION OF NAPLES ANCILLARY SERVICES MANAGEMENT, INC. XXXXX NURSING HOME, INC. BIRCHWOOD MANOR, INC. BLUE RIDGE REHABILITATION SERVICES, INC. CANTERBURY VILLAGE, INC. XXXXXXX XXXXX, INC. CHESAPEAKE MANOR, INC. DEKALB HEALTHCARE CORPORATION DEVON MANOR CORPORATION DISTCO, INC. DIVERSIFIED REHABILITATION SERVICES, INC. XXXXXXX MANOR, INC. EAST MICHIGAN CARE CORPORATION EXECUTIVE ADVERTISING, INC. EYE-Q NETWORK, INC. FOUR SEASONS NURSING CENTERS, INC. GEORGIAN BLOOMFIELD, INC. GREENVIEW MANOR, INC. HCR HOME HEALTH CARE AND HOSPICE, INC. HCR HOSPITAL HOLDING COMPANY, INC. HCR INFORMATION CORPORATION HCR MANORCARE MEDICAL SERVICES OF FLORIDA, INC. HCR PHYSICIAN MANAGEMENT SERVICES, INC. HCR REHABILITATION CORP. HCRA OF TEXAS, INC. HCRC INC. HEALTH CARE AND RETIREMENT CORPORATION OF AMERICA HEARTLAND CAREPARTNERS, INC. HEARTLAND EMPLOYMENT SERVICES, INC. HEARTLAND HOME CARE, INC. HEARTLAND HOME HEALTH CARE SERVICES, INC. HEARTLAND HOSPICE SERVICES, INC. HEARTLAND INFORMATION SERVICES, INC. (fka Heartland Medical Information Services) HEARTLAND MANAGEMENT SERVICES, INC. HEARTLAND REHABILITATION SERVICES OF FLORIDA, INC. HEARTLAND REHABILITATION SERVICES, INC. HEARTLAND SERVICES CORP. XXXXXXX XXXXXX, RPT - XXXX XXXXXXXX, RPT PHYSICAL THERAPY PROFESSIONAL ASSOCIATES, INC. HGCC OF ALLENTOWN, INC. IN HOME HEALTH, INC. INDUSTRIAL WASTES, INC. IONIA MANOR, INC. JACKSONVILLE HEALTHCARE CORPORATION KENSINGTON MANOR, INC. KNOLLVIEW MANOR, INC. LEADER NURSING AND REHABILITATION CENTER OF BETHEL PARK, INC. LEADER NURSING AND REHABILITATION CENTER OF GLOUCESTER, INC. LEADER NURSING AND REHABILITATION CENTER OF XXXXX TOWNSHIP, INC. LEADER NURSING AND REHABILITATION CENTER OF VIRGINIA INC. LINCOLN HEALTH CARE, INC. MANOR CARE AVIATION, INC. MANOR CARE OF AKRON, INC. MANOR CARE OF AMERICA, INC MANOR CARE OF ARIZONA, INC. MANOR CARE OF ARLINGTON, INC. MANOR CARE OF BOCA RATON, INC. MANOR CARE OF BOYNTON BEACH, INC. MANOR CARE OF CANTON, INC. MANOR CARE OF CENTERVILLE, INC MANOR CARE OF CHARLESTON, INC. MANOR CARE OF CINCINNATI, INC. MANOR CARE OF COLUMBIA, INC. MANOR CARE OF DARIEN, INC. MANOR CARE OF DELAWARE COUNTY, INC. MANOR CARE OF DUNEDIN, INC. MANOR CARE OF FLORIDA, INC. MANOR CARE OF HINSDALE, INC. MANOR CARE OF KANSAS, INC. MANOR CARE OF KINGSTON COURT, INC. MANOR CARE OF LARGO, INC. MANOR CARE OF LEXINGTON, INC. MANOR CARE OF MEADOW PARK, INC. MANOR CARE OF MIAMISBURG, INC MANOR CARE OF NORTH XXXXXXXX, INC. MANOR CARE OF PINEHURST, INC. MANOR CARE OF PLANTATION, INC. MANOR CARE OF ROLLING XXXXXXX, INC. MANOR CARE OF ROSSVILLE, INC. MANOR CARE OF SARASOTA, INC. MANOR CARE OF XXXXXXXXXX, INC. MANOR CARE OF WILMINGTON, INC. MANOR CARE OF YORK (NORTH), INC. MANOR CARE OF YORK (SOUTH), INC. MANOR CARE PROPERTIES, INC. MANORCARE HEALTH SERVICES OF BOYNTON BEACH, INC. MANORCARE HEALTH SERVICES OF NORTHHAMPTON COUNTY, INC. MANORCARE HEALTH SERVICES OF VIRGINIA, INC. MANORCARE HEALTH SERVICES, INC. MARINA VIEW MANOR, INC. MEDI-SPEECH SERVICE, INC. MID-SHORE PHYSICAL THERAPY ASSOCIATES, INC. MILESTONE HEALTH SYSTEMS, INC. MILESTONE HEALTHCARE, INC. 30 MILESTONE REHABILITATION SERVICES, INC. MILESTONE STAFFING SERVICES, INC. MILESTONE THERAPY SERVICES, INC. MNR FINANCE CORP. MRC REHABILITATION, INC. NEW MANORCARE HEALTH SERVICES, INC. PEAK REHABILITATION, INC. PERRYSBURG PHYSICAL THERAPY, INC PHYSICAL OCCUPATIONAL AND SPEECH THERAPY, INC. PNEUMATIC CONCRETE, INC. PORTFOLIO ONE, INC. REHABILITATION ADMINISTRATION CORPORATION REHABILITATION ASSOCIATES, INC. REHABILITATION SERVICES OF ROANOKE, INC. XXXXXXXX & XXXXXX, INC. XXXXXXXX HEALTHCARE, INC. RIDGEVIEW MANOR, INC. XXXXXX PARK NURSING CENTER, INC. RVA MANAGEMENT SERVICES, INC. 31 HOME, INC. SPRINGHILL MANOR, INC. STEWALL CORPORATION STRATFORD MANOR, INC. STUTEX CORP. SUN VALLEY MANOR, INC. THE NIGHTINGALE NURSING HOME, INC. THERAPY ASSOCIATES, INC. THERASPORT PHYSICAL THERAPY, INC. THREE RIVERS MANOR, INC. TOTALCARE CLINICAL LABORATORIES, INC. WASHTENAW HILLS MANOR, INC. WHITEHALL MANOR, INC. By:/s/ R. Xxxxxxx Xxxxxx ------------------------------------ Name: R. Xxxxxxx Xxxxxx Title: Vice President, General Counsel and Secretary of each of the above-referenced corporations Address: 000 X. Xxxxxx Xx. Xxxxxx, Xxxx 00000 Fax No.: 000-000-0000 Telephone: 000-000-0000 COLEWOOD LIMITED PARTNERSHIP By: American Hospital Building Corporation, its General Partner By:/s/ R Xxxxxxx Xxxxxx -------------------------------- Name: R. Xxxxxxx Xxxxxx Title: Vice President, General Counsel and Secretary Address: 000 X. Xxxxxx Xx. Xxxxxx, Xxxx 00000 Fax No.: 000-000-0000 Telephone: 000-000-0000 HCR HOSPITAL, LLC By: HCR Hospital Holding Company, Inc., its sole member By: /s/ R. Xxxxxxx Xxxxxx ------------------------------- Name: R. Xxxxxxx Xxxxxx Title: Vice President, General Counsel and Secretary Address: 000 X. Xxxxxx Xx. Xxxxxx, Xxxx 00000 Fax No.: 000-000-0000 Telephone: 000-000-0000 ANCILLARY SERVICES, LLC By: Heartland Rehabilitation Services, Inc., its sole member By: /s/ R. Xxxxxxx Xxxxxx ------------------------------ Name: R. Xxxxxxx Xxxxxx Title: Vice President, General Counsel and Secretary Address: 000 X. Xxxxxx Xx. Xxxxxx, Xxxx 00000 Fax No.: 000-000-0000 Telephone: 000-000-0000 BOOTH LIMITED PARTNERSHIP By: Jacksonville Healthcare Corporation, its General Partner By: /s/ R. Xxxxxxx Xxxxxx -------------------------------- Name: R. Xxxxxxx Xxxxxx Title: Vice President, General Counsel and Secretary Address: 000 X. Xxxxxx Xx. Xxxxxx, Xxxx 00000 Fax No.: 000-000-0000 Telephone: 000-000-0000 XXXXXXXXX XXXXX, LLC XXXXXXXXXX XXXXX, LLC XXXXXXX FARMS ARDEN, LLC COLONIE ARDEN, LLC CRESTVIEW HILLS, LLC FIRST LOUISVILLE ARDEN, LLC XXXXXX XXXXX LLC HANOVER ARDEN, LLC XXXXXXXXX XXXXX, LLC KENWOOD ARDEN, LLC LIVONIA ARDEN, LLC MEMPHIS ARDEN, LLC NAPA ARDEN, LLC ROANOKE ARDEN, LLC SAN XXXXXXX XXXXX, LLC SILVER SPRING ARDEN, LLC SUSQUEHANNA ARDEN LLC TAMPA ARDEN, LLC WALL ARDEN, LLC WARMINSTER ARDEN LLC XXXXXXXX VILLE XXXXX, LLC By: Manor Care of America, Inc., the sole member of each of the above- referenced limited liability companies By: /s/ R. Xxxxxxx Xxxxxx -------------------------------- Name: R. Xxxxxxx Xxxxxx Title: Vice President, General Counsel and Secretary Address: 000 X. Xxxxxx Xx. Xxxxxx, Xxxx 00000 Fax No.: 000-000-0000 Telephone: 000-000-0000 BATH ARDEN, LLC XXXXXX XXXXXX OF XXXXXXXX, LLC XXXXXX XXXXXX OF AUSTIN, LLC XXXXXX XXXXXX OF KENWOOD, LLC XXXXXX XXXXXX OF SAN ANTONIO, LLC XXXXXX XXXXXX OF SUSQUEHANNA, LLC XXXXXX XXXXXX OF WARMINSTER, LLC FRESNO ARDEN, LLC MESQUITE HOSPITAL, LLC TUSCAWILLA ARDEN, LLC By: Manor Care Health Services, Inc., the sole member of each of the above-referenced limited liability companies By: /s/ R. Xxxxxxx Xxxxxx -------------------------------- Name: R. Xxxxxxx Xxxxxx Title: Vice President, General Counsel and Secretary Address: 000 X. Xxxxxx Xx. Xxxxxx, Xxxx 00000 Fax No.: 000-000-0000 Telephone: 000-000-0000 00 XXX XXXXXXXXX XXXXXXXX, L.P. By: Mesquite Hospital, LLC, its General Partner By: /s/ R. Xxxxxxx Xxxxxx -------------------------------- Name: R. Xxxxxxx Xxxxxx Title: Vice President, General Counsel and Secretary Address: 000 X. Xxxxxx Xx. Xxxxxx, Xxxx 00000 Fax No.: 000-000-0000 Telephone: 000-000-0000 40 Accepted: April 15, 2003 X.X. XXXXXX SECURITIES INC. By: /s/ Xxxxxxx Xxxxx X. Xxxxxx --------------------------- Name: Xxxxxxx Xxxxx X. Xxxxxx Title: Vice President XXXXXXX XXXXX, XXXXXX, XXXXXX & XXXXX INCORPORATED By: /s/ M. Xxxx Xxxx --------------------------- Name: M. Xxxx Xxxx Title: Vice President UBS WARBURG LLC By: /s/ Xxx X'Xxxxx -------------------------- Name: Xxx X'Xxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENT, as Guarantors By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, Director UBS WARBURG LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS By: /s/ Xxxx Xxxxxx Xxxxx -------------------------- Name: Xxxx Xxxxxx Xxxxx Title: Director Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter: within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.Associate Director

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please kindly sign and return to us the Company the enclosed duplicate copies hereof, whereupon this letter and your acceptance instrument, along with all counterparts hereof, shall represent become a building binding agreement between the Company and the Initial Purchasersin accordance with its terms. Very truly yours, AMC ENTERTAINMENT INC. Arch Coal, Inc. By: /s/ Xxxxx Xxxx X. Xxxxxx Xxxxxxx Name: Xxxxx Xxxx X. Xxxxxx Xxxxxxx Title: Executive Senior Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENTRegistration Rights Agreement Allegheny Land Company Arch Coal Sales Company, as Guarantors Inc. Arch Coal Terminal, Inc. Arch Development, LLC Arch Energy Resources, LLC Arch Reclamation Services, Inc. Ark Land Company Ark Land KH, Inc. Ark Land LT, Inc. Ark Land WR, Inc. Ashland Terminal, Inc. Catenary Coal Holdings, Inc. Coal-Mac, Inc. Cumberland River Coal Company Lone Mountain Processing, Inc. Xxxxx Xxxxx Coal Company Mountain Gem Land, Inc. Mountain Mining, Inc. Mountaineer Land Company Otter Creek Coal, LLC Prairie Holdings, Inc. Western Energy Resources, Inc. By: /s/ Xxxxx X. Xxxxxx Xxxxxxxx Name: Xxxxx X. Xxxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLCXxxxxx Xxxxxxx & Co. LLC PNC Capital Markets LLC Xxxxxxx Lynch, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS Pierce, Xxxxxx & Xxxxx Incorporated RBS Securities Inc. Citigroup Global Markets Inc. Each acting on behalf of themselves and as Representatives of the several Initial Purchasers By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxx Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Authorized Signatory Registration Rights Agreement By: PNC Capital Markets LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxx Xxxxxx X. Xxxxxx Title: Managing Director Schedule I AMC Card Processing ServicesBy: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ J. Xxx Xxxxxxxx Name: J. Xxx Xxxxxxxx Title: Managing Director By: RBS Securities Inc. AMC Entertainment International, By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director By: Citigroup Global Markets Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling By: /s/ Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews X. Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Name: Xxxxxxx X. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. Title: Vice President — Global Banking ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter: ” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has and the Guarantors have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, it they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution”.” ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Securities Held by the Company, etc. Whenever the consent or ----------------------------------- approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building agreement between the Company and the Initial Purchasersyou. Very truly yours, AMC ENTERTAINMENT XXXXXX, INC. By: /s/ By:/s/ Xxxxx X. Xxxxxx Xxxxx -------------------------------- Name: Xxxxx X. Xxxxx Title: Senior Vice President, General Counsel and Secretary Accepted in New York, New York March 4, 1997 SALOMON BROTHERS INC By: SALOMON BROTHERS INC By:/s/ Xxx Xxxxxx ------------------------------------ Name: Xxx Xxxxxx Title: Executive Vice President XXXXXX XXXXXXX & CO. INCORPORATED By:/s/ Xxxxxx X. Xxxxxxxxxx ------------------------------------ Name: Xxxxxx X. Xxxxxxxxxx Title: Vice President [FORM OF OFFERING MEMORANDUM DESCRIPTION OF REGISTRATION AGREEMENT] EXCHANGE OFFER; REGISTRATION RIGHTS The Company and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENTthe Initial Purchasers will enter into the Registration Agreement on or prior to the Closing Date. The Company has agreed pursuant to a Registration Agreement with the Initial Purchasers, for the benefit of the holders, that the Company will, at its cost, (i) no later than 90 days after the Closing Date file the Exchange Offer Registration Statement with the Commission relating to the Registered Exchange Offer to exchange the Notes for Exchange Notes having terms substantially identical in all material respects to the Notes (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) use its best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act not later than 150 days after the Closing Date. Upon the effectiveness of the Exchange Offer Registration Statement, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company will keep the Registered Exchange Offer open for not less than 30 days and not more than 45 days (or longer if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders. For each Note surrendered to the Company pursuant to the Registered Exchange Offer, the holder of such Note will receive an Exchange Note having a principal amount equal to that of the surrendered Note. Under existing Commission interpretations, the Exchange Notes would be freely transferable by holders other than affiliates of the Company after the Registered Exchange Offer without further registration under the Securities Act if the holder of the Exchange Notes represents that it is acquiring the Exchange Notes in the ordinary course of its business, that it has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes and that it is not an affiliate of the Company, as Guarantors By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President such terms are interpreted by the Commission; provided that broker- dealers ("Participating Broker-Dealers") receiving Exchange Notes in the Registered Exchange Offer will have a prospectus delivery requirement with respect to resales of such Exchange Notes. The Commission has taken the position that Participating Broker-Dealers may fulfill their prospectus delivery requirements with respect to Exchange Notes (other than a resale of an unsold allotment from the original sale of the Notes) with the prospectus contained in the Exchange Offer Registration Statement. Under the Registration Agreement, the Company is required to allow Participating Broker-Dealers and Chief Financial Officer DOWNTOWN BOSTON CINEMASother persons, LLC LOEWS NORTH VERSAILLES CINEMASif any, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLCwith similar prospectus delivery requirements to use the prospectus contained in the Exchange Offer Registration Statement in connection with the resale of such Exchange Notes. A holder of Notes (other than certain specified holders) who wishes to exchange such Notes for Exchange Notes in the Registered Exchange Offer will be required to represent that any Exchange Notes to be received by it will be acquired in the ordinary course of its business and that at the time of the commencement of the Registered Exchange Offer it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes and that it is not an "affiliate" of the Company, as Guarantors By: XXXXX THEATRESdefined in Rule 405 of the Securities Act, INC.or if it is an affiliate, that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. In the event that applicable interpretations of the staff of the Commission do not permit the Company to effect such a Registered Exchange Offer, or if for any other reason the Registered Exchange Offer is not consummated within 180 days after the Closing Date, or if the Initial Purchasers so request with respect to Notes not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer, or if any holder of Notes does not receive freely tradeable Exchange Notes in the Registered Exchange Offer, the Company will, at its cost, (a) as promptly as practicable, file a Shelf Registration Statement covering resales of the Notes or the Exchange Notes, as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President the case may be, (b) use its best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act and Chief Financial Officer GATEWAY CINEMAS(c) keep the Shelf Registration Statement effective until three years (or any shorter period under Rule 144(k) under the Act) after its effective date or such shorter period ending when all resales of Notes or Exchange Notes covered by such Shelf Registration Statement have been made. The Company will, LLC LEWISVILLE CINEMASin the event a Shelf Registration Statement is filed, LLC LOEWS GARDEN STATE CINEMASamong other things, LLCprovide to each holder for whom such Shelf Registration Statement was filed copies of the prospectus which is a part of the Shelf Registration Statement, notify each such holder when the Shelf Registration Statement has become effective and take certain other actions as are required to permit unrestricted resales of the Notes or the Exchange Notes, as Guarantors By: RKO CENTURY WARNER THEATRESthe case may be. A holder selling such Notes or Exchange Notes pursuant to the Shelf Registration Statement generally would be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the Registration Agreement which are applicable to such holder (including certain indemnification obligations). If (i) within 90 days after the Closing Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission; (ii) within 150 days after the Closing Date the Exchange Offer Registration Statement has not been declared effective; (iii) within 180 days after the Closing Date, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective; or (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of Notes or Exchange Notes in accordance with and during the periods specified in the Registration Agreement, (each such event referred to in clauses (i) through (iv), a "Registration Default"), additional interest ("Special Interest") will accrue on the Notes and the Exchange Notes (in addition to the stated interest on the Notes and the Exchange Notes) from and including the date first above writtenon which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. CREDIT SUISSE SECURITIES (USA) LLCSpecial Interest will accrue at a rate of 0.50% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director Schedule I AMC Card Processing Servicesbut in no event shall such rate exceed 2.00% per annum in the aggregate regardless of the number of Registration Defaults. The summary herein of certain provisions of the Registration Agreement does not purport to be complete and is subject to, Inc. AMC Entertainment Internationaland is qualified in its entirety by reference to, Inc. AMC-GCTall the provisions of the Registration Agreement, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema a copy of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Avewhich is available upon request to the Company. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Brokerbroker-Dealer dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “"underwriter: " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of New Securities received in exchange for Securities where such New Securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after on the first anniversary of the Expiration Date, it will make this Prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each Brokerbroker-Dealer dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION -------------------- Each Brokerbroker-Dealer dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after on the first anniversary of the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Brokerbroker-Dealer dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokersbroker-dealers. New Securities received by Brokerbroker-Dealers dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Brokerbroker-Dealer dealer and/or the purchasers of any such New Securities. Any Brokerbroker-Dealer dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of one 1 year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Brokerbroker-Dealer dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Brokerbroker-Dealersdealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A ------- CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: :________________________________ Address: :_____________________________ _____________________________ Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.-------

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. The Company also agrees to comply with the restrictions set forth in Section 7.8 of Annex A of the Terms Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building binding agreement between by and among the Company Company, the Guarantors and the several Initial Purchasers. Very truly yours, AMC ENTERTAINMENT LIMITED BRANDS, INC. By: /s/ Xxxx X. Xxxxx X. Xxxxxx Name: Xxxx X. Xxxxx X. Xxxxxx Title: Executive Senior Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENT– Business Development, as Guarantors Legal BATH & BODY WORKS BRAND MANAGEMENT, INC. BATH & BODY WORKS, LLC BEAUTYAVENUES, INC. INTIMATE BRANDS, INC. LIMITED BRANDS DIRECT FULFILLMENT, INC. LIMITED SERVICE CORPORATION LIMITED STORE PLANNING, INC. MAST INDUSTRIES, INC. VICTORIA’S SECRET DIRECT BRAND MANAGEMENT, LLC VICTORIA’S SECRET STORES BRAND MANAGEMENT, INC. VICTORIA’S SECRET STORES, LLC By: /s/ Xxxx X. Xxxxx X. Xxxxxx Name: Xxxx X. Xxxxx X. Xxxxxx Title: Executive Senior Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS– Business Development, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Legal The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE X.X. XXXXXX SECURITIES (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS INC. By: /s/ Xxxx Xxxxx X. Xxxxxx Name: Xxxx Xxxxx X. Xxxxxx Title: Managing Director Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. For itself and the other several Initial Purchasers ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter: ” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has and the Guarantors have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year six months after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ”. ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” ”. ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of the principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors or its their respective Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building binding agreement between among the Company Company, the Guarantors and the Initial several Purchasers. Very truly yours, AMC ENTERTAINMENT AMERICAN TOWERS, INC. By: /s/ Xxxxx Bxxxxxx X. Xxxxxx Name: Xxxxx Bxxxxxx X. Xxxxxx Title: Chief Financial Officer and Treasurer Each of the Guarantors agrees to be bound by the terms and conditions of this Registration Rights Agreement. AMERICAN TOWER CORPORATION ATC GP, INC. AMERICAN TOWER DELAWARE CORPORATION AMERICAN TOWER MANAGEMENT, INC. ATC LP INC. ATC INTERNATIONAL HOLDING CORP. NEW LOMA COMMUNICATIONS, INC. KXXXX IRON & STEEL CO., INC. CAROLINA TOWERS, INC. ATC TOWER SERVICES, INC. UNISITE, INC. ATC SOUTH AMERICA HOLDING CORP. AMERICAN TOWER INTERNATIONAL, INC. By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Executive Vice President AMERICAN TOWER LLC By: AMERICAN TOWER CORPORATION, its sole member and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENT, as Guarantors manager By: /s/ Xxxxx Jxxxxx X. Xxxxxx Xxxxxxxxx Name: Xxxxx Jxxxxx X. Xxxxxx Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMASTOWERS OF AMERICA, L.L.L.P. ATS/PCS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRESAMERICAN TOWER, L.P., its general partner and its sole member and manager (as applicable) By: ATC GP, INC., as Sole Member its general partner By: /s/ Xxxxx Jxxxxx X. Xxxxxx Xxxxxxxxx Name: Xxxxx Jxxxxx X. Xxxxxx Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMASAMERICAN TOWER PA LLC TELECOM TOWERS, L.L.C. ATC SOUTH LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRESAMERICAN TOWERS, INC., as Sole Member its sole member and manager By: /s/ Xxxxx Jxxxxx X. Xxxxxx Xxxxxxxxx Name: Xxxxx Jxxxxx X. Xxxxxx Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCOATC MIDWEST, LLC, as Guarantor LLC By: LOEWS CINEPLEX THEATRESAMERICAN TOWER MANAGEMENT, INC., as Sole Member its sole member and manager By: /s/ Xxxxx Jxxxxx X. Xxxxxx Xxxxxxxxx Name: Xxxxx Jxxxxx X. Xxxxxx Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERSMHB TOWER RENTALS OF AMERICA, as Guarantor LLC By: STAR THEATRES OF MICHIGANATC SOUTH LLC., its sole member By: AMERICAN TOWERS, INC., as General Partner its sole member and manager By: /s/ Xxxxx Jxxxxx X. Xxxxxx Xxxxxxxxx Name: Xxxxx Jxxxxx X. Xxxxxx Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIPAMERICAN TOWER, AS GUARANTOR L.P. By: S & J THEATRESATC GP, INC., AS General Partner its general partner By: /s/ Xxxxx Jxxxxx X. Xxxxxx Xxxxxxxxx Name: Xxxxx Jxxxxx X. Xxxxxx Xxxxxxxxx Title: Executive Vice President SHREVEPORT TOWER COMPANY By: TELECOM TOWERS, LLC, and Chief Financial Officer ATC SOUTH, LLC, its general partners By: AMERICAN TOWERS, INC., their sole member and manager By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Executive Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS FIRST BOSTON LLC as Representative of the several Purchasers By: CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxx Xxxxxx Kxxxxxx X. Xxxxx Name: Xxxx Xxxxxx Kxxxxxx Xxxxx Title: Managing Director For itself and the other several Purchasers named in Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd AveA to the Purchase Agreement. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter: ” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year 180 days after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ”. ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” ”. ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year 180 days after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006the date that is 180 days from Issue Date, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. ANNEX D Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.:

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors or its any of their respective Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building binding agreement between the Company Company, the Guarantors and the several Initial Purchasers. Very truly yours, AMC ENTERTAINMENT U.S. CONCRETE, INC. By: /s/ Xxxxx /S/ XXXXXXX X. Xxxxxx XXXXXX Name: Xxxxx Xxxxxxx X. Xxxxxx Title: Executive Vice President President, Chief Operating Officer and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENT, as Guarantors GUARANTORS: AFTM CORPORATION By: /s/ Xxxxx X. Xxxxxx /S/ XXXXX XXXXXX Name: Xxxxx Xxxxxx Title: VP, Secretary & Treasurer AMERICAN CONCRETE PRODUCTS, INC. ATLAS-TUCK CONCRETE, INC. XXXXX INDUSTRIES, INC. XXXXX MANAGEMENT, INC. CENTRAL CONCRETE SUPPLY CO., INC. CENTRAL PRECAST CONCRETE, INC. EASTERN CONCRETE MATERIALS, INC. READY MIX CONCRETE COMPANY OF KNOXVILLE SAN DIEGO PRECAST CONCRETE, INC. SIERRA PRECAST, INC. XXXXX PRE-CAST, INC. SUPERIOR MATERIALS, INC. TITAN CONCRETE INDUSTRIES, INC. By: /S/ XXXXX XXXXXX Name: Xxxxx Xxxxxx Title: VP, Secretary & Treasurer BUILDERS’ REDI-MIX, LLC B.W.B., INC. OF MICHIGAN CENTRAL CONCRETE CORP. SUPERIOR CONCRETE MATERIALS, INC. By: /S/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Vice President, Secretary & Treasurer XXXXX CONCRETE ENTERPRISES, LTD. By: XXXXX MANAGEMENT, INC., its General Partner By: /S/ XXXXX XXXXXX Name: Xxxxx Xxxxxx Title: Vice President & Treasurer CONCRETE XXIX ACQUISITION, INC. CONCRETE XXX ACQUISITION, INC. By: /S/ XXXXX XXXXXX Name: Xxxxx Xxxxxx Title: Vice President USC ATLANTIC, INC. USC MICHIGAN, INC. By: /S/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMASPresident, LLC LOEWS NORTH VERSAILLES CINEMASSecretary & Treasurer USC GP, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors INC. By: /S/ XXXXX THEATRESXXXXXX Name: Xxxxx Xxxxxx Title: President & Treasurer USC MANAGEMENT CO., L.P. By: USC GP, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as its General Partner By: /s/ Xxxxx X. Xxxxxx /S/ XXXXX XXXXXX Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP& Treasurer WYOMING CONCRETE INDUSTRIES, AS GUARANTOR INC. By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx /S/ XXXXXX X. Xxxxxx XXXXXXXXX Name: Xxxxx Xxxxxx X. Xxxxxx Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer President, Secretary & Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS Citigroup Global Markets Inc. Banc of America Securities LLC By: /s/ Xxxx Xxxxxx Citigroup Global Markets Inc. By: /S/ XXXXXXX XXXXXX Name: Xxxx Xxxxxxx Xxxxxx Title: Director Vice President For themselves and the other several Initial Purchasers named in Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. to the Purchase Agreement ANNEX A Each Brokerbroker-Dealer dealer that receives New Securities new securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securitiesnew securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter: ” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of New Securities new securities received in exchange for Securities securities where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Company U.S. Concrete has agreed that, starting on the Expiration Date (as defined herein) expiration date and ending on the close of business one year after the Expiration Dateexpiration date, it will make this Prospectus prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Brokerbroker-Dealer dealer that receives New Securities new securities for its own account in exchange for Securitiessecurities, where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securitiesnew securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Brokerbroker-Dealer dealer that receives New Securities new securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securitiesnew securities. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of New Securities new securities received in exchange for Securities securities where such Securities securities were acquired as a result of market-making activities or other trading activities. The Company U.S. Concrete has agreed that, starting beginning on the Expiration Date date of consummation of the Registered Exchange Offer and ending on the close of business one year after the Expiration Dateconsummation of the Registered Exchange Offer, it will make this Prospectusprospectus, as amended or supplemented, available to any Brokerbroker-Dealer dealer for use in connection with any such resale. In addition, until , 20062004, all dealers effecting transactions in the New Securities new securities may be required to deliver a prospectus. The Company company will not receive any proceeds from any sale of New Securities new securities by brokers-dealers. New Securities securities received by Brokerbroker-Dealers dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Brokerbroker-Dealer dealer and/or the purchasers of any such New Securitiesnew securities. Any Brokerbroker-Dealer dealer that resells New Securities new securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities new securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities new securities and any commissions or concessions received by any such Persons persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Dateconsummation of the Registered Exchange Offer, the Company U.S. Concrete will promptly send additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any Brokerbroker-Dealer dealer that requests such documents in the Letter of Transmittal. The Company U.S. Concrete has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securitiessecurities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities securities (including any Brokerbroker-Dealersdealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A CHECK HERE PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.:

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities the Common Stock issuable upon conversion thereof is required hereunder, Securities or New Securities, as applicable, the Common Stock issued upon conversion thereof held by the Company, any of the Guarantors Company or its Affiliates (other than subsequent Holders of Securities or New Securities the Common Stock issued upon conversion thereof if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building agreement between the Company and the Initial Purchasersyou. Very truly yours, AMC ENTERTAINMENT YOUNG & RUBICAM INC. By: /s/ Xxxxx X. Xxxxxx Jay M. Kushner ------------------------------------------- Name: Xxxxx X. Xxxxxx Jay M. Kushner Title: Executive Senior Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENT, as Guarantors By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S Presxxxxx Xxx & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Xxeasury The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLCSALOMON SMITH BARNEY INC. BEAR, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS BySTEARNS, & CO. INC. DONALDSON, LUFKIN & XXXXXXXX XXXXXITIES CORPORXXXXX XERRILL LYNCH, XXXXXX, FEXXXX & XXXXX INCORPORATED THOMAS WEISEL PXXXXXXX LLC BY: XXXOMXX XXXTH BARNXX XXC. By /s/ Xxxx Xxxxxx Xxxxxxy X. Xxaham ------------------------------ Name: Xxxx Anthoxx X. Xxxxxx Title: Director Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema EXHIBIT A Notice of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant Registration Statement and Selling Securityholder Questionnaire Reference is hereby made to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectusRegistration Agreement (the "Registration Agreement") between Young & Rubicam Inc., a Broker-Dealer will not be deemed Delaware corporation (the "Company"), and the Initial Purchasers named therein. Pursuant to admit that it is an “underwriter: within the meaning of Registration Agreement, the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting filed or will file with the United States Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (the Expiration Date (as defined herein"Shelf Registration Statement") for the registration and ending on the close of business one year after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning under Rule 415 of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under 1933, as amended (the "Securities Act"), of the Company's __% Convertible Subordinated Notes due 2005 (the "Securities"), and the shares of the Company's common stock, par value $.01 per share (the "Common Stock"), issuable upon conversion thereof. The Letter A copy of Transmittal states that the Registration Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Agreement. Each holder and beneficial owner of Transfer Restricted Securities is entitled to have its Transfer Restricted Securities included in the Shelf Registration Statement. In order to have Transfer Restricted Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire ("Notice and Questionnaire") must be completed, executed and delivered to the Company's counsel at the following address, for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]: [NAME AND ADDRESS OF COUNSEL]. Holders or beneficial owners of Transfer Restricted Securities who do not complete, execute and return this Notice and Questionnaire by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer such date (i) will not be deemed named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Transfer Restricted Securities, subject, however, to admit that it is an “underwriter” within the meaning Company's obligations under Section 2(b)(2) of the Securities ActRegistration Agreement. For Certain legal consequences arise from being named as a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents selling securityholder in the Letter Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Transmittal. The Company has agreed Transfer Restricted Securities are advised to pay all expenses incident to consult their own securities law counsel regarding the Exchange Offer (including the expenses consequences of one counsel for the holder of the Securities) other than commissions being named or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not being named as a Broker-Dealer, the undersigned represents that it acquired the New Securities selling securityholder in the ordinary course of its business, it is not engaged in, Shelf Registration Statement and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Actrelated Prospectus.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a building binding agreement between the Company Company, its Subsidiaries and the several Initial Purchasers. Very truly yours, AMC ENTERTAINMENT INTERNATIONAL SPEEDWAY CORPORATION By: /s/ Xxxxx X. Xxxxxxx ------------------------------- Name: Xxxxx X. Xxxxxxx Title: Vice President SUBSIDIARIES: 88 CORP. AMERICROWN SERVICE CORPORATION ASC HOLDINGS, INC. ASC PROMOTIONS, INC. THE CALIFORNIA SPEEDWAY CORPORATION CHICAGO HOLDINGS, INC. DARLINGTON RACEWAY OF SOUTH CAROLINA, LLC DAYTONA INTERNATIONAL SPEEDWAY, LLC EVENT EQUIPMENT LEASING, INC. EVENT SUPPORT CORPORATION GREAT WESTERN SPORTS, INC. HBP, INC. HOMESTEAD-MIAMI SPEEDWAY, LLC INTERNATIONAL SPEEDWAY, INC. ISC PROPERTIES, INC. ISC PUBLICATIONS, INC. XXX.XXX, LLC KANSAS SPEEDWAY CORPORATION KANSAS SPEEDWAY DEVELOPMENT CORP. LEISURE RACING, INC. MIAMI SPEEDWAY CORP. MICHIGAN INTERNATIONAL SPEEDWAY, INC. MOTOR RACING NETWORK, INC. MOTORSPORTS ACCEPTANCE CORPORATION MOTORSPORTS INTERNATIONAL CORP. NEW YORK INTERNATIONAL SPEEDWAY CORP. NORTH AMERICAN TESTING COMPANY NORTH CAROLINA SPEEDWAY, INC. PENNSYLVANIA INTERNATIONAL RACEWAY, INC. PHOENIX SPEEDWAY CORP. RICHMOND INTERNATIONAL RACEWAY, INC. ROCKY MOUNTAIN SPEEDWAY CORPORATION SOUTHEASTERN HAY & NURSERY, INC. TALLADEGA SUPERSPEEDWAY, LLC XXXXXXX XXXX INTERNATIONAL, INC. Each by its duly authorized officer: By: /s/ Xxxxx X. Xxxxxxx ------------------------------------------ Xxxxx X. Xxxxxxx Secretary Of the Guarantors listed above {Signatures Continue Next Page} HBP, INC. By: /s/ Xxxxx X. Xxxxxx Xxxxx ---------------------------------------- Name: Xxxxx X. Xxxxxx Xxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENTINTERNATIONAL SPEEDWAY, as Guarantors INC. By: /s/ Xxxxx X. Xxxxxx Xxxxx ---------------------------------------- Name: Xxxxx X. Xxxxxx Xxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member MOTORSPORTS ACCEPTANCE CORPORATION By: /s/ Xxxxx Xxxxxx X. Xxxxxx ---------------------------------------- Name: Xxxxx Xxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Secretary The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLCWACHOVIA CAPITAL MARKETS, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS LLC By: /s/ Xxxx Xxxxxx Xxxxx X. Xxxxxxxx, Xx. -------------------------- Name: Xxxx Xxxxxx Xxxxx X. Xxxxxxxx, Xx. Title: Director BANC ONE CAPITAL MARKETS, INC. By: /s/ Xxxxxxxxxxx X. Xxxxxxxxx --------------------------- Name: Xxxxxxxxxxx X. Xxxxxxxxx Title: Director SUNTRUST CAPITAL MARKETS, INC. By: /s/ Xxxxx Xxxxxxx -------------------------- Name: Xxxxx Xxxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Aveto the foregoing Agreement. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “"underwriter: " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year six months after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “"Plan of Distribution.” ". ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “"Plan of Distribution.” ". ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year six months after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until __________, 20062009, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokersBrokers-dealersDealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells effects any resale of New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of one year six months after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider ANNEX D RIDER A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: :_____________________________________ Address: Rider :___________________________________ RIDER B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no not arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged exchange for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of the principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building binding agreement between among the Company and the Initial several Purchasers. Very truly yours, AMC ENTERTAINMENT INC. AMERICAN TOWER CORPORATION By: /s/ Xxxxx Xxxxxx X. Xxxxxx Xxxxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENT, as Guarantors By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Xxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES INC. CREDIT SUISSE SECURITIES (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS LLC XXXXXX XXXXXXX & CO. INCORPORATED as Representatives of the several Purchasers By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxxx Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President By: CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxxx Xxxxxx Name: Xxxx Xxxxxxxx Xxxxxx Title: Director XXXXXX XXXXXXX & CO. INCORPORATED By: /s/ Yurij Slyz Name: Yurij Slyz Title: Vice President For itself and the other several Purchasers named in Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd AveA to the Purchase Agreement. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter: ” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year 180 days after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ”. ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” ”. ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of Company or the Guarantors or its their Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building binding agreement between among the Company Company, the Guarantors and the several Initial Purchasers. Very truly yours, AMC ENTERTAINMENT INC. GTECH HOLDINGS CORPORATION By: /s/ Xxxxx X. Xxxxxx William M. Pieri ------------------------------------ Name: Xxxxx X. Xxxxxx William M. Pieri Title: Executive Vice President Xxxxxxxxx, Xxxxers & Acquisitions and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENT, as Guarantors Treasurer GTECH CORPORATION By: /s/ Xxxxx X. Xxxxxx William M. Pieri ----------------------------------- Name: Xxxxx X. Xxxxxx William M. Pieri Title: Executive Vice President Vicx Xxxxxxxxx, Xxxgers & Acquisitions and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member Treasurer GTECH RHODE ISLAND CORPORATION By: /s/ Xxxxx X. Xxxxxx William M. Pieri ----------------------------------- Name: Xxxxx X. Xxxxxx William M. Pieri Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member Vicx Xxxxxxxxx xxx Treasurer GTECH LATIN AMERICA CORPORATION By: /s/ Xxxxx X. Xxxxxx William M. Pieri ----------------------------------- Name: Xxxxx X. Xxxxxx William M. Pieri Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Vicx Xxxxxxxxx xxx Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written. CREDIT SUISSE BANC OF AMERICA SECURITIES (USA) LLC, FOR ITSELF AND ON BEHALF LLC CITIGROUP GLOBAL MARKETS INC. Acting on behalf of themselves and as the Representatives of the several Initial Purchasers. By: BANC OF THE OTHER INITIAL PURCHASERS AMERICA SECURITIES LLC By: /s/ Xxxx Xxxxxx Peter J. Carbone --------------------------- Name: Xxxx Xxxxxx Xxxxx X. Xxxxxne Title: Director Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. Vice President ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the an Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “"underwriter: " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has and the Guarantors have agreed that, starting on the date each Registered Exchange Offer is consummated (the "Expiration Date (as defined hereinDate") and ending on the close of business one year 180 days after the Expiration Date, subject to certain exceptions, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the an Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has We have agreed that, starting on the Expiration Date and ending on the close of business one year 180 days after the Expiration Date, it we will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company We will not receive any proceeds from any sale of New Securities by brokersBroker-dealersDealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the an Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Date, the Company we will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has We have agreed to pay all expenses incident to the Exchange Offer Offers (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. ANNEX D Rider A [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: -------------------------------------------- Address: -------------------------------------------- -------------------------------------------- Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Exchange Securities is required hereunder, Securities or New Exchange Securities, as applicable, held by the Company, any of the Guarantors or its any of their respective Affiliates (other than subsequent Holders of Securities or New Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building binding agreement between the Company Company, the Guarantors and the several Initial Purchasers. Very truly yours, AMC ENTERTAINMENT NII CAPITAL CORP. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President & Secretary NII HOLDINGS, INC. By: /s/ Xxxxx Xxxx X. Xxxxxx Xxxxxxx Name: Xxxxx Xxxx X. Xxxxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENTVP, as Guarantors General Counsel & Secretary NEXTEL INTERNATIONAL (SERVICES), LTD. By: /s/ Xxxxx Xxxx X. Xxxxxx Xxxxxxx Name: Xxxxx Xxxx X. Xxxxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS& Secretary NII FUNDING CORP. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President & Secretary NII AVIATION, INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President & Secretary NII Capital Corp. Registration Rights Agreement NEXTEL INTERNATIONAL (URUGUAY), INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President & Secretary NII GLOBAL HOLDINGS, INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President & Secretary XXXXX INTERNATIONAL (BRAZIL), LTD. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President & Secretary AIRFONE HOLDINGS, INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President & Secretary NII MERCOSUR, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRESNII HOLDINGS, INC., as Sole Member Manager By: /s/ Xxxxx Xxxx X. Xxxxxx Xxxxxxx Name: Xxxxx Xxxx X. Xxxxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMASVP, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S Counsel & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Secretary NII Capital Corp. Registration Rights Agreement The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES Xxxxxx Xxxxxxx & Co. Incorporated Credit Suisse Securities (USA) LLCLLC Deutsche Bank Securities Inc. Xxxxxxx, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS Sachs & Co. Xxxxxx Xxxxxxx & Co. Incorporated By: /s/ Xxxx Xxxxxx Subhalakschmi Xxxxx-Xxxxx Name: Xxxx Xxxxxx Subhalakschmi Xxxxx-Xxxxx Title: VP Credit Suisse Securities (USA) LLC By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxx, Xx. Title: Managing Director Schedule Deutsche Bank Securities Inc. By: /s/ Xxxxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxx Title: Managing Director By: /s/ Xxxxxxx Frauen Name: Xxxxxxx Frauen Title: Managing Director Xxxxxxx, Sachs & Co. By: /s/ Xxxxxxx, Xxxxx & Co. Name: Title: NII Capital Corp. Registration Rights Agreement SCHEDULE I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Guarantors NII Holdings, Inc. Liberty Tree Cinema Nextel International (Services), Ltd. NII Funding Corp. Xxxxx Acquisition Corp. Loews Akron CinemasNII Aviation, Inc. Loews Arlington CinemasNextel International (Uruguay), Inc. Loews Arlington West CinemasXxXxx International (Brazil), 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Ltd. Airfone Holdings, Inc. Loews Cineplex Theatres HoldcoNII Mercosur, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish LLC NII Global Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Brokerbroker-Dealer dealer that receives New Securities exchange securities for its own account pursuant to the Exchange Offer exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securitiesexchange securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter: ” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of New Securities exchange securities received in exchange for Securities securities where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Company NII Capital Corp. has agreed that, starting on the Expiration Date (as defined herein) expiration date and ending on the close of business one year after the Expiration Dateexpiration date, it will make this Prospectus prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Brokerbroker-Dealer dealer that receives New Securities exchange securities for its own account in exchange for Securitiessecurities, where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securitiesexchange securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a building binding agreement between among the Company Company, the Guarantors and the several Initial Purchasers. Very truly yours, AMC ENTERTAINMENT INC. Neenah Paper, Inc. By: /s/ Xxxxx Xxxxxx X. Xxxxxx Xxxx Name: Xxxxx Xxxxxx X. Xxxxxx Xxxx Title: Executive Vice President and President, Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENTand Treasurer Neenah Paper Sales, as Guarantors Inc. By: /s/ Xxxxx Xxxxxx X. Xxxxxx Xxxx Name: Xxxxx Xxxxxx X. Xxxxxx Xxxx Title: Executive Vice President and President, Chief Financial Officer DOWNTOWN BOSTON CINEMASand Treasurer Neenah Paper Michigan, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member Inc. By: /s/ Xxxxx Xxxxxx X. Xxxxxx Xxxx Name: Xxxxx Xxxxxx X. Xxxxxx Xxxx Title: Executive Vice President and Neenah Paper Company of Canada By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President, Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLCCitigroup Global Markets Inc. Xxxxxxx, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS Xxxxx & Co. X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. By /s/ Xxxx Xxxxxx Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxx Xxxxxxx Xxxxxxxx Title: Director For themselves and the other several Initial Purchasers named in Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Aveto the Purchase Agreement. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Brokerbroker-Dealer dealer that receives New Securities new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securitiesnew securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter: ” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of New Securities new securities received in exchange for Securities securities where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Company has company and the guarantors have agreed that, starting on the Expiration Date (as defined herein) expiration date and ending on the close of business one year 90 days after the Expiration Dateexpiration date, it will make this Prospectus prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Brokerbroker-Dealer dealer that receives New Securities new securities for its own account in exchange for Securitiessecurities, where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securitiesnew securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Brokerbroker-Dealer dealer that receives New Securities new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securitiesnew securities. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of New Securities new securities received in exchange for Securities securities where such Securities securities were acquired as a result of market-making activities or other trading activities. The Company has company and the guarantors have agreed that, starting on the Expiration Date expiration date and ending on the close of business one year 90 days after the Expiration Dateexpiration date, it they will make this Prospectusprospectus, as amended or supplemented, available to any Brokerbroker-Dealer dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities new securities may be required to deliver a prospectus. The Company company will not receive any proceeds from any sale of New Securities new securities by brokersbroker-dealers. New Securities securities received by Brokerbroker-Dealers dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Brokerbroker-Dealer dealer and/or the purchasers of any such New Securitiesnew securities. Any Brokerbroker-Dealer dealer that resells New Securities new securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities new securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities new securities and any commissions or concessions received by any such Persons persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year 90 days after the Expiration Dateexpiration date, the Company company and the guarantors will promptly send additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any Brokerbroker-Dealer dealer that requests such documents in the Letter of Transmittal. The Company company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securitiessecurities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities securities (including any Brokerbroker-Dealersdealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A CHECK HERE PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Brokerbroker-Dealerdealer, the undersigned represents that it acquired the New Securities new securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities new securities and it has no arrangements or understandings with any Person person to participate in a distribution of the New Securitiesnew securities. If the undersigned is a Brokerbroker-Dealer dealer that will receive New Securities new securities for its own account in exchange for Securitiessecurities, it represents that the Securities securities to be exchanged for New Securities new securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securitiesnew securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a building binding agreement between among the Company Company, the Guarantors and the several Initial Purchasers. Very truly yours, AMC ENTERTAINMENT SWIFT & COMPANY By: /s/ JOHN SIMONS ----------------------------------- Name: John Simons Title: Vice Prxxxxxxx S&C HOLDCO 3, INC. By: /s/ Xxxxx X. Xxxxxx JOHN SIMONS ----------------------------------- Name: Xxxxx X. Xxxxxx John Simons Title: Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENT, as Guarantors Prxxxxxxx SWIFT BEEF COMPANY By: /s/ Xxxxx X. Xxxxxx JOHN SIMONS ----------------------------------- Name: Xxxxx X. Xxxxxx John Simons Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member Presidexx SWIFT PORK COMPANY By: /s/ Xxxxx X. Xxxxxx JOHN SIMONS ----------------------------------- Name: Xxxxx X. Xxxxxx John Simons Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member Prxxxxxxx SWIFT BRANDS COMPANY By: /s/ Xxxxx X. Xxxxxx JOHN SIMONS ----------------------------------- Name: Xxxxx X. Xxxxxx John Simons Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCOPrxxxxxxx SIGNATURE PAGES TO REGISTRATION RIGHTS AGREEMENT MILLER BROS. CO., LLC, as Guarantor INC. By: LOEWS CINEPLEX THEATRES, INC., as Sole Member /x/ XXXN SIMONS ----------------------------------- Name: John Simons Title: Presidexx MONFORT FOOD DISTRIBUTION COMPANY Xy: /s/ JOHN SIMONS ----------------------------------- Name: John Simons Title: Presidexx MONFORT INTERNATIONAL SALES CXXXXXXXION By: /s/ Xxxxx X. Xxxxxx JOHN SIMONS ----------------------------------- Name: Xxxxx X. Xxxxxx John Simons Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGANPresidexx MONFORT, INC., as General Partner . By: /s/ Xxxxx X. Xxxxxx JOHN SXXXXX ----------------------------------- Name: Xxxxx X. Xxxxxx John Simons Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Presidexx The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS Salomon Smith Barney Inc. J.P. Morgan Securities Inc. By: SALOMON SMXXX XXXXXX XXC. By: /s/ Xxxx Xxxxxx SXXXXXX X. XUNNINGHAM ----------------------------------- Name: Xxxx Xxxxxx Xxxxxxx X. Xxxxxxxxxx Title: Director Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each BrokerXxxx Xxxxxx-Dealer Xxxler that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “"underwriter: " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year 180 days after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has and the Guarantors have agreed that, starting on the Expiration Date and ending on the close of business one year 180 days after the Expiration Date, it they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until __________, 2006200__, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokersbroker-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Date, the Company and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ------------------------------------ Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.------------------------------------ ------------------------------------

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building agreement between among the Company Company, each of the Guarantors and the several Initial Purchasers. Very truly yours, AMC ENTERTAINMENT XXXXX-XXXXXXXX GLASS CONTAINER INC. By: /s/ Xxxxx X. Xxxxxx Xxxxxxx Name: Xxxxx X. Xxxxxx Xxxxxxx Title: Executive Senior Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENTOn behalf of each entity named on the attached Exhibit A, as Guarantors in the capacity set forth for such entity on such Exhibit A By: /s/ Xxxxx X. Xxxxxx Xxxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Xxxxxxx The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES XXXXXXX, XXXXX & CO. CITIGROUP GLOBAL MARKETS INC. By: XXXXXXX, XXXXX & CO. By: /s/ Xxxxxxx, Xxxxx & Co. (Xxxxxxx, Xxxxx & Co.) For themselves and the other several Initial Purchasers named in Schedule I-A and Schedule I-B to the foregoing Agreement. Exhibit A Name of Entity Title of Officer Executing on Behalf of Such Entity ACI America Holdings Inc. Vice President and Secretary Xxxxxxxx Realty Corporation Vice President and Secretary Xxxxxxxx Research, Inc. Vice President and Secretary NHW Auburn, LLC Senior Vice President and Secretary of its sole member OB Cal South, Inc. Vice President and Secretary OI AID STS Inc. Vice President and Secretary OI Auburn Inc. Vice President and Secretary OI Australia Inc. Vice President and Secretary OI Brazil Closure Inc. Vice President and Secretary OI California Containers Inc. Vice President and Secretary OI Castalia STS Inc. Vice President and Secretary OI Consol STS Inc. Vice President and Secretary OI Europe & Asia Inc. Vice President and Secretary OI General Finance Inc. Vice President and Secretary OI General FTS Inc. Vice President and Secretary O-I Health Care Holding Corp. Vice President and Secretary O-I Holding Company, Inc. Vice President and Secretary OI International Holdings Inc. Vice President and Secretary OI Levis Park STS Inc. Vice President and Secretary OI Medical Inc. Vice President and Secretary OI Plastic Products FTS Inc. Vice President and Secretary Name of Entity Title of Officer Executing on Behalf of Such Entity OI Puerto Rico STS Inc. Vice President and Secretary OIB Produvisa Inc. Vice President and Secretary Overseas Finance Company Vice President and Secretary Xxxxx-Xxxxxxxx Glass Container Trading Company Vice President and Secretary Xxxxx-Xxxxxxxx Packaging, Inc. Vice President and Secretary Xxxxx-Illinois Closure Inc. Vice President and Secretary Xxxxx-Illinois General Inc. Vice President and Secretary Xxxxx-Illinois Group, Inc. Vice President, Director of Finance and Secretary Xxxxx-Illinois Healthcare Packing Inc. Vice President and Secretary Xxxxx-Illinois Prescription Products Inc. Vice President and Secretary Product Design & Engineering, Inc. Vice President and Secretary Seagate, Inc. Vice President and Secretary Seagate II, Inc. Vice President and Secretary Seagate III, Inc. Vice President and Secretary Specialty Packaging Licensing Company Vice President and Secretary Universal Materials, Inc Vice President and Secretary SCHEDULE I-A Initial Purchasers Principal Amount of Euro Notes to Be Purchased Xxxxxxx, Xxxxx & Co. Euro€ 56,250,000 Citigroup Global Markets Inc. 56,250,000 Banc of America Securities Limited 21,093,750 BNP Paribas 21,093,750 Deutsche Bank AG, London Branch 21,093,750 Scotia Capital Inc. 21,093,750 X.X. Xxxxxx Securities Ltd. 14,062,500 CALYON. 14,062,500 Total Euro€ 225,000,000 SCHEDULE I-B Initial Purchasers Principal Amount of Dollar Notes to Be Purchased Xxxxxxx, Xxxxx & Co. US$ 100,000,000 Citigroup Global Markets Inc. 100,000,000 Banc of America Securities LLC 37,500,000 BNP Paribas Securities Corp. 37,500,000 Deutsche Bank Securities Inc. 37,500,000 Scotia Capital (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS By: /s/ Xxxx Inc. 37,500,000 X.X. Xxxxxx Name: Xxxx Xxxxxx Title: Director Schedule I AMC Card Processing Services, Securities Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter: within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the 25,000,000 Calyon Securities (including any Broker-DealersUSA) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.Inc. 25,000,000 Total US$ 400,000,000

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building binding agreement between among the Company Company, the Guarantors and the Initial PurchasersDealer Managers. Very truly yours, AMC ENTERTAINMENT KANSAS CITY SOUTHERN By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Executive Vice President, Chief Financial Officer and Attorney-in-Fact GUARANTORS: THE KANSAS CITY SOUTHERN RAILWAY COMPANY GATEWAY EASTERN RAILWAY COMPANY SOUTHERN DEVELOPMENT COMPANY THE KANSAS CITY NORTHERN RAILWAY COMPANY TRANS-SERVE, INC. KCS HOLDINGS I, INC. KCS VENTURES I, INC. SOUTHERN INDUSTRIAL SERVICES, INC. XXXXX, INC. PABTEX, INC. By: /s/ Xxxxx Xxxxxxx X. Xxxxxx Xxxxxxxx Name: Xxxxx Xxxxxxx X. Xxxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENT, as Guarantors By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXXAttorney-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer in-Fact The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS Citigroup Global Markets Inc. By: /s/ Xxxx Xxxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President X.X. Xxxxxx Securities LLC By: /s/ Som Xxxxxxxxxxxxx Name: Som Xxxxxxxxxxxxx Title: Vice President Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st Xxxxxx Xxxxxxx & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriterCo. LLC By: within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. /s/ Xxxxxxxxx Xxxxxxxxx Name: AddressXxxxxxxxx Xxxxxxxxx Title: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.Executive Director SCHEDULE A

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Exchange Securities is required hereunder, Securities or New Exchange Securities, as applicable, held by the Company, any of the Guarantors Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are shall be disregarded and deemed not to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted outstanding in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreementcorrectly sets forth the agreement among the Company, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building agreement between the Company Subsidiary Guarantors and the several Initial Purchasers. Very truly yours, AMC ENTERTAINMENT INC. By: RITE AID CORPORATION, By /s/ Xxxxx Xxxx X. Xxxxxx Xxxxxxxxx Name: Xxxxx Xxxx X. Xxxxxx Xxxxxxxxx Title: Executive Vice President President, General Counsel and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE Secretary Each of the Subsidiary Guarantors listed on Schedule I TO THIS AGREEMENThereto, as Guarantors By: by /s/ Xxxxx Xxxx X. Xxxxxx Xxxxxxxxx Name: Xxxxx Xxxx X. Xxxxxx Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Authorized Person The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Fargo Securities, LLC Xxxxxxx, Xxxxx & Co. Credit Suisse Securities (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS LLC By: Citigroup Global Markets Inc. By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated by by /s/ Xxxx Xxxxxxx X. Xxxxx /s/ Xxxxxxxx Xxxxx Name: Xxxxxxx X. Xxxxx Name: Xxxxxxxx Xxxxx Title: Managing Director Title: Director By: Xxxxx Fargo Securities, LLC By: Xxxxxxx, Xxxxx & Co. by by /s/ Xxxxxxx X. Xxxxx /s/ Xxxxxxx Xxxxxx Name: Xxxx Xxxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director Title: Vice President By: Xxxxxx Xxxxxxx & Co. LLC by /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Authorized Signatory For themselves and the other several Initial Purchasers named in Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Aveto the Purchase Agreement. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Brokerbroker-Dealer dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter: ” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of New Exchange Securities received in exchange for Securities where such Securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year 210 days after the Expiration Date, it will make this Prospectus prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Brokerbroker-Dealer dealer that receives New Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Brokerbroker-Dealer dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Exchange Securities. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of New Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year 210 days after the Expiration Date, it will make this Prospectusprospectus, as amended or supplemented, available to any Brokerbroker-Dealer dealer for use in connection with any such resale. In addition, until , 2006201 , all dealers effecting transactions in the New Exchange Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by Brokerbroker-Dealers dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Brokerbroker-Dealer and/or dealer or the purchasers of any such New Exchange Securities. Any Brokerbroker-Dealer dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such Persons persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year 210 days after the Expiration Date, Date the Company will promptly send additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any Brokerbroker-Dealer dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders Holders of the Securities (including any Brokerbroker-Dealersdealers) against certain liabilities, including liabilities under the Securities Act. Rider A o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Brokerbroker-Dealerdealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Exchange Securities. If the undersigned is a Brokerbroker-Dealer dealer that will receive New Exchange Securities for its own account in exchange for Securities, it represents Securities that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and activities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.. Subsidiary Guarantors 000 Xxxxxxxx Xxxxxx Xxxxxxx, LLC 0000 Xxxx Xxxxx Xxxxxx Xxxxx, Xxxxx, LLC 1740 Associates, LLC 0000 Xxxxxx Xxxx Road—Xxxxxxxxxx Corp. 0000 Xxxxxxxxxxxx Xxxxxx Xxxx—Warrensville Ohio, Inc. 5277 Associates, Inc. 5600 Superior Properties, Inc. 000-000 Xxxxx Xx. Xxxx. 000 Xxxxx Xxxxxxxx—Geneva, Ohio, LLC Xxx & Government Streets—Mobile, Alabama, LLC Apex Drug Stores, Inc. Broadview and Wallings—Broadview Heights Ohio, Inc. Central Avenue & Main Street Petal-MS, LLC Eagle Managed Care Corp. Eckerd Corporation EDC Drug Stores, Inc. Eighth and Water Streets—Urichsville, Ohio, LLC England Street—Asheland Corporation Fairground, LLC GDF, Inc. Xxxxxxxx Drug Stores, Inc. Gettysburg and Hoover—Dayton, Ohio, LLC Harco, Inc. JCG (PJC) USA, LLC JCG Holdings (USA), Inc. K&B Alabama Corporation K&B Louisiana Corporation K&B Mississippi Corporation K&B Services, Incorporated K&B Tennessee Corporation K&B Texas Corporation K&B, Incorporated Keystone Centers, Inc. Lakehurst and Broadway Corporation Maxi Drug North, Inc. Maxi Drug South, L.P. Maxi Drug, Inc. Maxi Green, Inc. Xxxxxxxx & Chillicothe Roads—Chesterland, LLC Xxxxxx & Xxxxxxx, LLC Name Rite, LLC Northline & Xxx—Toledo—Southgate, LLC P.J.C. Distribution, Inc. P.J.C. Realty Co., Inc. Xxxxxx Drive and Navy Boulevard Property Corporation Paw Paw Lake Road & Paw Paw Avenue-Coloma, Michigan, LLC PDS-1 Michigan, Inc. Perry Distributors, Inc. Perry Drug Stores, Inc. PJC Dorchester Realty LLC PJC East Lyme Realty LLC PJC Haverhill Realty LLC PJC Hermitage Realty LLC PJC Hyde Park Realty LLC PJC Lease Holdings, Inc. PJC Manchester Realty LLC PJC Mansfield Realty LLC PJC New London Realty LLC PJC of Massachusetts, Inc. PJC of Rhode Island, Inc. PJC of Vermont, Inc. PJC Peterborough Realty LLC PJC Providence Realty LLC PJC Realty MA, Inc. PJC Realty N.E. LLC PJC Revere Realty LLC PJC Special Realty Holdings, Inc. Ram—Utica, Inc. RDS Detroit, Inc. READ’s Inc. Rite Aid Drug Palace, Inc. Rite Aid Hdqtrs. Corp. Rite Aid Hdqtrs. Funding, Inc. Rite Aid of Alabama, Inc. Rite Aid of Connecticut, Inc. Rite Aid of Delaware, Inc. Rite Aid of Florida, Inc. Rite Aid of Georgia, Inc. Rite Aid of Illinois, Inc. Rite Aid of Indiana, Inc. Rite Aid of Kentucky, Inc. Rite Aid of Maine, Inc. Rite Aid of Maryland, Inc. Rite Aid of Massachusetts, Inc. Rite Aid of Michigan, Inc. Rite Aid of New Hampshire, Inc. Rite Aid of New Jersey, Inc. Rite Aid of New York, Inc. Rite Aid of North Carolina, Inc. Rite Aid of Ohio, Inc. Rite Aid of Pennsylvania, Inc. Rite Aid of South Carolina, Inc. Rite Aid of Tennessee, Inc. Rite Aid of Vermont, Inc. Rite Aid of Virginia, Inc. Rite Aid of Washington, D.C., Inc. Rite Aid of West Virginia, Inc. Rite Aid Online Store, Inc. Rite Aid Payroll Management, Inc. Rite Aid Realty Corp. Rite Aid Rome Distribution Center, Inc. Rite Aid Services, LLC Rite Aid Specialty Pharmacy LLC Rite Aid Transport, Inc. Rite Fund, Inc. Rite Investments Corp. Rx Choice, Inc. Seven Mile and Evergreen—Detroit, LLC Silver Springs Road—Baltimore, Maryland/One, LLC Silver Springs Road—Baltimore, Maryland/Two, LLC State & Fortification Streets—Jackson, Mississippi, LLC Xxxxx Xxxxxx xxx Xxxx Xxxx—Xxxxxx, Ohio, LLC The Xxxx Xxxxx Group (PJC) USA, Inc. The Lane Drug Company Thrift Drug, Inc. Thrifty Corporation Thrifty PayLess, Inc. Tyler and Xxxxxxx Roads—Birmingham, Alabama, LLC

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a building binding agreement between among the Company Company, the Guarantors and the Initial PurchasersPurchaser. Very truly yours, AMC ENTERTAINMENT TECHNICAL OLYMPIC USA, INC. By: /s/ Xxxxx Dxxxx X. Xxxxxx Name: Xxxxx Dxxxx X. Xxxxxx Title: Executive Senior Vice President and President, Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENT, as Guarantors By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx Rxxxxxx Xxxxxx Name: Xxxx Rxxxxxx Xxxxxx Title: Managing Director Schedule I AMC Card Processing ServicesSUBSIDIARY GUARANTORS: Exxxx Homes Delaware, Inc. AMC Entertainment InternationalNewmark Homes, L.X. Xxxxxxx Homes Purchasing, L.P. Pacific United, L.P. Silverlake Interests, L.C. TOI, LLC TOUSA Financing, Inc. AMC-GCTTOUSA, Inc. AMC LLC TOUSA Homes, L.P. By: /s/ Dxxxx X. Xxxxxx Name: Dxxxx X. Xxxxxx Title: Vice President Exxxx Homes Residential Construction, L.L.C. Exxxx/Jxxxx LLC MxXxx Landing LLC Newmark Homes, L.L.C. Preferred Builders Realty, Inc. American Multi-CinemaTOUSA Delaware, Inc. CentertainmentTOUSA Homes, Inc. Club Cinema of XxxxxTOUSA Ventures, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews LLC By: /s/ Dxxxx X. Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Name: Dxxxx X. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Title: Vice President and Treasurer TOUSA Associates Services Company By: /s/ Pxxxxxxx X. Xxxxxxxx Name: Pxxxxxxx X. Xxxxxxxx Title: Vice President and Secretary Newmark Homes Business Trust By: /s/ Rxxxx Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Name: Rxxxx Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. Title: Managing Trustee ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter: ” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on for the Expiration Date (180-day period following the consummation of the Registered Exchange Offer, or such shorter period as defined herein) and ending on will terminate when all New Securities held by Exchanging Dealers or the close of business one year after the Expiration DateInitial Purchaser have been sold pursuant hereto, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.”

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Exchange Securities is required hereunder, Securities or New Exchange Securities, as applicable, held by the Company, any of the Guarantors or its any of their respective Affiliates (other than subsequent Holders of Securities or New Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building binding agreement between among the Company Company, the Guarantors and the several Initial Purchasers. Very truly yours, AMC ENTERTAINMENT INC. Entravision Communications Corporation By: /s/ Xxxxxx X. Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxx X. Xxxxxx Title: Executive Vice President Chairman and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENTCEO Arizona Radio, as Guarantors Inc. Aspen FM, Inc. Channel Fifty-Seven, Inc. Diamond Radio, Inc. Entravision San Diego, Inc. Entravision-Texas L.P., Inc. Latin Communications Group Inc. Los Cerezos Television Company The Community Broadcasting Company of San Diego, Incorporated Vista Television, Inc. Z-Spanish Media Corporation in each case, By: /s/ Xxxxxx X. Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMASDirector By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Director of each of the Initial Guarantors set forth above Entravision-Texas Limited Partnership By: Entravision-Texas G.P., LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors Its: General Partner By: XXXXX THEATRESEntravision-Texas L.P., INC., as Inc. Its: Sole Member By: /s/ Xxxxxx X. Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxx X. Xxxxxx Title: Executive Vice President Chairman and Chief Financial Officer GATEWAY CINEMASCEO Entravision-Texas G.P., LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRESEntravision-Texas L.P., INC., as Inc. Its: Sole Member By: /s/ Xxxxxx X. Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxx X. Xxxxxx Title: Executive Vice President Chairman and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCOCEO Entravision Communications Company, LLC, as Guarantor L.L.C. By: LOEWS CINEPLEX THEATRESEntravision Communications Corporation Its: Managing Member By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chairman and CEO Entravision Holdings, INC., as LLC By: Entravision Communications Corporation Its: Sole Member By: /s/ Xxxxxx X. Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxx X. Xxxxxx Title: Executive Vice President Chairman and Chief Financial Officer XXXXX-STAR PARTNERSCEO Entravision, as Guarantor L.L.C. By: STAR THEATRES OF MICHIGANEntravision Communications Company, INC., as General Partner L.L.C. Its: Sole Member By: /s/ Xxxxxx X. Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxx X. Xxxxxx Title: Executive Vice President Chairman and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIPCEO Entravision-El Paso, AS GUARANTOR L.L.C. By: S & J THEATRESEntravision Communications Company, INC., AS General Partner L.L.C. Its: Managing Member By: /s/ Xxxxxx X. Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxx X. Xxxxxx Title: Executive Vice President Chairman and Chief Financial Officer CEO The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS Citigroup Global Markets Inc. By: /s/ Xxxx Xxxxxx Xxxxxxx X. Xxxxx Name: Xxxx Xxxxxx Xxxxxxx X. Xxxxx Title: Director Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter: within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.Vice President

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors Company or its Affiliates affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please kindly sign and return to us the enclosed duplicate a counterpart hereof, whereupon this letter and your acceptance shall represent instrument will become a building binding agreement between among the Company Company, the Guarantors and the Initial PurchasersPurchasers in accordance with its terms. Very truly yours, AMC ENTERTAINMENT INC. By: CHEMED CORPORATION By /s/ Xxxxx X. Xxxxxx NameDavid P. Williams ----------------------------------------- Namx: Xxxxx X. Xxxxxx Xxxliams Title: Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENTCFO THE GUARANTOXX XXXXXXX XXXX HOLDINGS, as Guarantors By: /s/ Xxxxx X. Xxxxxx NameCO. JET RESOURCE, INC. ROTO-ROOTER CORPORATION ROTO-ROOTER SERVICES COMPANY NUROTOCO OF MASSACHUSETTS, INC. CONSOLIDATED HVAC, INC. ROTO-ROOTER GROUP, INC. R.R. UK, INC. ROTO-ROOTER DEVELOPMENT COMPANY VITAS HEALTHCARE CORPORATION VITAS HEALTHCARE CORPORATION OF CALIFORNIA VITAS HEALTHCARE CORPORATION OF CENTRAL FLORIDA VITAS HEALTHCARE CORPORATION OF FLORIDA VITAS HEALTHCARE CORPORATION OF ILLINOIS VITAS HEALTHCARE CORPORATION OF OHIO VITAS HEALTHCARE CORPORATION ATLANTIC VITAS HEALTHCARE CORPORATION MIDWEST VITAS HME SOLUTIONS, INC. VITAS HOLDINGS CORPORATION HOSPICE CARE INCORPORATED VITAS HOSPICE SERVICES, L.L.C. VITAS HEALTHCARE OF TEXAS, L.P. VITAS HEALTHCARE CORPORATION OF GEORGIA VITAS HEALTHCARE CORPORATION OF ARIZONA VITAS CARE SOLUTIONS, XXX. Xx /x/ David P. Williams ------------------------------------------- Nxxx: Xxxxx X. Xxxxxx Xxlliams Title: Executive Vice President Accepted: May 14, 0000 Xxx xxxxxf and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, on behalf of the several Initial Purchasers listed on Schedule 1 to the Purchase Agreement. J.P. MORGAN SECURITIES INC., as Sole Member By: . By /s/ Xxxxx X. Xxxxxx Sudheer Tegulapalle -------------------------------------- Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Sudxxxx Xxxxxxxxxxx Xxthorized Signatory CITIGROUP GLOBAL MARKETS XXX. Xx /x/ Xxxx Nguyen -------------------------------------- Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter: within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.Dung Nguyex Xxxxxxxxxd Signatory

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Exchange Securities is required hereunder, Securities or New Exchange Securities, as applicable, held by the Company, any of the Guarantors Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are shall be disregarded and deemed not to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted outstanding in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreementcorrectly sets forth the agreement among the Company, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building agreement between the Company Subsidiary Guarantors and the several Initial Purchasers. Very truly yours, AMC ENTERTAINMENT INC. By: RITE AID CORPORATION, By /s/ Xxxxx Mxxx X. Xxxxxx Xxxxxxxxx Name: Xxxxx Mxxx X. Xxxxxx Xxxxxxxxx Title: Executive Vice President President, General Counsel and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE Secretary Each of the Subsidiary Guarantors listed on Schedule I TO THIS AGREEMENThereto, as Guarantors By: By /s/ Xxxxx Mxxx X. Xxxxxx Xxxxxxxxx Name: Xxxxx Mxxx X. Xxxxxx Xxxxxxxxx Title: Executive Vice President and Chief Financial Authorized Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer for the Subsidiaries Listed on Schedule I hereto The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES Citigroup Global Markets Inc. Wxxxx Fargo Securities, LLC Banc of America Securities LLC Credit Suisse Securities (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS LLC By: Citigroup Global Markets Inc. by /s/ Xxxx Jxxxx Xxxxxxxxxx Name: Jxxxx Xxxxxxxxxx Title: Managing Director By: Wxxxx Fargo Securities, LLC by /s/ Dxxxx X. Xxxxxx Name: Xxxx Dxxxx X. Xxxxxx Title: Managing Director By: Banc of America Securities LLC by /s/ Axxxx Xxxxxx Name: Axxxx Xxxxxx Title: Managing Director By: Credit Suisse Securities (USA) LLC by /s/ Axx X. Xxxxx Name: Axx X. Xxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Aveto the Purchase Agreement. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Brokerbroker-Dealer dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter: ” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of New Exchange Securities received in exchange for Securities where such Securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year 210 days after the Expiration Date, it will make this Prospectus prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Brokerbroker-Dealer dealer that receives New Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Brokerbroker-Dealer dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Exchange Securities. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of New Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year 210 days after the Expiration Date, it will make this Prospectusprospectus, as amended or supplemented, available to any Brokerbroker-Dealer dealer for use in connection with any such resale. In addition, until _______________, 2006200__, all dealers effecting transactions in the New Exchange Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by Brokerbroker-Dealers dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Brokerbroker-Dealer and/or dealer or the purchasers of any such New Exchange Securities. Any Brokerbroker-Dealer dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such Persons persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year 210 days after the Expiration Date, Date the Company will promptly send additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any Brokerbroker-Dealer dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders Holders of the Securities (including any Brokerbroker-Dealersdealers) against certain liabilities, including liabilities under the Securities Act. Rider A ANNEX D o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Brokerbroker-Dealerdealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Exchange Securities. If the undersigned is a Brokerbroker-Dealer dealer that will receive New Exchange Securities for its own account in exchange for Securities, it represents Securities that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and activities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.. SCHEDULE I Subsidiary Guarantors Corporations Thrifty PayLess, Inc. Rite Aid of Vermont, Inc. Rite Aid of Ohio, Inc. Rite Aid of Maine, Inc. Rite Aid of West Virginia, Inc. The Lane Drug Company 3000 Xxxxxx Xxxx Road - Mxxxxxxxxx Corp. 4000 Xxxxxxxxxxxx Xxxxxx Xxxx - Xxxxxxxxxxxx Xxxx, Inc. 5277 Associates, Inc. 500 Xxx Xxxxxx Xxxx. 0000 Superior Properties, Inc. 600-000 Xxxxx Xx. Xxxx. Xxxx Drug Stores, Inc. Broadview and Wallings - Broadview Heights Ohio, Inc. Eagle Managed Care Corp. England Street-Asheland Corporation GDF, Inc. Harco, Inc. K&B Alabama Corporation K&B Louisiana Corporation K&B Mississippi Corporation K&B Services, Incorporated K&B Tennessee Corporation K&B Texas Corporation K&B, Incorporated Keystone Centers, Inc. Lakehurst and Broadway Corporation Pxxxxx Drive and Navy Boulevard Property Corporation PDS-1 Michigan, Inc. Perry Distributors, Inc. Perry Drug Stores, Inc. Ram-Utica, Inc. RDS Detroit, Inc. READ’s Inc. Rite Aid Drug Palace, Inc. Rite Aid Hdqtrs. Corp Rite Aid Hdqtrs. Funding, Inc. Rite Aid of Alabama, Inc. Rite Aid of Connecticut, Inc. Rite Aid of Delaware, Inc. Rite Aid of Florida, Inc. Rite Aid of Georgia, Inc. Rite Aid of Illinois, Inc. Rite Aid of Indiana, Inc. Rite Aid of Kentucky, Inc. Rite Aid of Maryland, Inc. Rite Aid of Massachusetts, Inc. Rite Aid of Michigan, Inc. Rite Aid of New Hampshire, Inc. Rite Aid of New Jersey, Inc. Rite Aid of New York, Inc. Rite Aid of North Carolina, Inc. Rite Aid of Pennsylvania, Inc. Rite Aid of South Carolina, Inc. Rite Aid of Tennessee, Inc. Rite Aid of Virginia, Inc. Rite Aid of Washington, D.C., Inc. Rite Aid Realty Corp. Rite Aid Rome Distribution Center, Inc. Rite Aid Transport, Inc. Rite Fund, Inc. Rite Investments Corp. Rite Aid Online Store, Inc. Rite Aid Payroll Management, Inc. Rx Choice, Inc. Thrifty Corporation Bxxxxx Pharmacy, Inc. Eckerd Corporation EDC Licensing, Inc. Gxxxxxxx Drug Stores, Inc. JCG Holdings (USA), Inc. Maxi Drug North, Inc. Maxi Drug, Inc. P.J.C. Distribution, Inc. P.J.C. Realty Co., Inc. PJC Lease Holdings, Inc. PJC Special Realty Holdings, Inc. The Jxxx Xxxxx Group (PJC) USA, Inc. Thrift Drug Services, Inc. Thrift Drug, Inc. Eckerd Fleet, Inc. PJC of Massachusetts, Inc. PJC Realty MA, Inc. EDC Drug Stores, Inc. MC Woonsocket, Inc. PJC of Cranston, Inc. PJC of East Providence, Inc. PJC of Rhode Island, Inc. P.J.C. of West Warwick, Inc. Maxi Green Inc. PJC of Vermont, Inc. Limited Liability Companies 700 Xxxxx Xxxxxxxx - Xxxxxx, Xxxx, LLC Eighth and Water Streets - Urichsville, Ohio, LLC Gettysburg and Hxxxxx-Dayton, Ohio, LLC Mxxxxxxx & Chillicothe Roads - Chesterland, LLC Mxxxxx & Axxxxxx, LLC Silver Springs Road - Baltimore, Maryland/One, LLC Silver Springs Road - Baltimore, Maryland/Two, LLC Sxxxx Xxxxxx xxx Xxxx Xxxx-Xxxxxx, Xxxx, LLC 100 Xxxxxxxx Xxxxxx Xxxxxxx, LLC 1000 Xxxx Xxxxx Xxxxxx Xxxxx, Xxxxx, LLC 1740 Associates, L.L.C. Axx & Government Streets - Mobile, Alabama, LLC Cxxxxxx Xxxxxx xxx Xxxx Xxxxxx - Xxxxx, XX, LLC Fairground, L.L.C. Name Rite, L.L.C. Northline & Dxx - Xxxxxx - Southgate, LLC Paw Paw Lake Road & Paw Paw Avenue - Coloma, Michigan, LLC Seven Mile and Evergreen - Detroit, LLC State & Fortification Streets - Jackson, Mississippi, LLC Tyler and Sxxxxxx Roads, Birmingham - Alabama, LLC Rite Aid Services, L.L.C. JCG (PJC) USA, LLC PJC Dorchester Realty LLC PJC East Lyme Realty LLC PJC Haverhill Realty LLC PJC Hermitage Realty LLC PJC Hyde Park Realty LLC PJC Manchester Realty LLC PJC Mansfield Realty LLC PJC New London Realty LLC PJC Peterborough Realty LLC PJC Providence Realty LLC PJC Realty N.E. LLC PJC Revere Realty LLC Limited Partnerships Maxi Drug South, L.P.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors Company or its Affiliates affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please kindly sign and return to us the enclosed duplicate a counterpart hereof, whereupon this letter and your acceptance shall represent instrument will become a building binding agreement between among the Company Company, the Guarantors and the several Initial PurchasersPurchasers in accordance with its terms. Very truly yours, AMC ENTERTAINMENT MANOR CARE, INC. By: /s/ Xxxxx Sxxxxx X. Xxxxxx Xxxxxxxxx Name: Xxxxx Sxxxxx X. Xxxxxx Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENT, (as Guarantors set forth on Schedule 1 hereto) By: /s/ Xxxxx Rxxxxxx X. Xxxxxx Xxxx Name: Xxxxx Rxxxxxx X. Xxxxxx Xxxx Title: Executive Vice President Attorney-in-Fact on behalf of the GUARANTORS Listed in Schedule 1 hereto Accepted: May 17, 2006 J.X. XXXXXX SECURITIES INC. and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors the other several Initial Purchasers listed in Schedule 4 to the Purchase Agreement By: XXXXX THEATRES, J.X. XXXXXX SECURITIES INC., Acting on behalf of itself and as Sole Member Representative of the Initial Purchasers By: /s/ Xxxxx Pxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMASX’Xxxx Authorized Signatory SCHEDULE 1 GUARANTORS AMERICAN HOSPITAL BUILDING CORPORATION AMERICAN REHABILITATION GROUP, INC. AMERICANA HEALTHCARE CENTER OF PALOS TOWNSHIP, INC. AMERICANA HEALTHCARE CORPORATION OF GEORGIA ANCILLARY SERVICES MANAGEMENT, INC. ANCILLARY SERVICES, LLC LEWISVILLE CINEMASANNANDALE ARDEN, LLC LOEWS GARDEN STATE CINEMASBXXXX NURSING HOME, INC. BXXXXXXXXX XXXXX, LLC BATH ARDEN, LLC BXXXXXX FARMS AXXXX, LLC BIRCHWOOD MANOR, INC. BOOTH LIMITED PARTNERSHIP CANTERBURY VILLAGE, INC. CXXXXXX XXXXX, INC. CHESAPEAKE MANOR, INC. CXXXXX XXXXXX OF AXXXXXXX, LLC CXXXXX XXXXXX OF AXXXXX, LLC CXXXXX XXXXXX OF KENWOOD, LLC CXXXXX XXXXXX OF SAN ANTONIO, LLC CXXXXX XXXXXX OF SUSQUEHANNA, LLC CXXXXX XXXXXX OF WARMINSTER, LLC COLEWOOD LIMITED PARTNERSHIP COLONIE ARDEN, LLC COMMONWEALTH PHYSICAL THERAPY AND REHABILITATION, INC. CRESTVIEW HILLS ARDEN, LLC DEKALB HEALTHCARE CORPORATION DEVON MANOR CORPORATION DISTCO, INC. DIVERSIFIED REHABILITATION SERVICES, INC. DXXXXXX MANOR, INC. EAST MICHIGAN CARE CORPORATION EXECUTIVE ADVERTISING, INC. EYE-Q NETWORK, INC. FIRST LOUISVILLE ARDEN, LLC FOUR SEASONS NURSING CENTERS, INC. FRESNO ARDEN, LLC GXXXXX XXXXX, LLC GEORGIAN BLOOMFIELD, INC. GREENVIEW MANOR, INC. HANOVER ARDEN, LLC HCR HOME HEALTH CARE AND HOSPICE, INC. HCR INFORMATION CORPORATION HCR MANOR CARE SERVICES, INC. (f/k/a Heartland Care Partners, Inc.) HCR MANORCARE MEDICAL SERVICES OF FLORIDA, INC. HCR PHYSICIAN MANAGEMENT SERVICES, INC. HCR REHABILITATION CORP. HCRA OF TEXAS, INC. HCRC INC. HEALTH CARE AND RETIREMENT CORPORATION OF AMERICA HEARTLAND CARE, LLC HEARTLAND EMPLOYMENT SERVICES, LLC HEARTLAND HOME CARE, INC. HEARTLAND HOME HEALTH CARE SERVICES, INC. HEARTLAND HOSPICE SERVICES, INC. HEARTLAND INFORMATION SERVICES, INC. (f/k/a Heartland Medical Information Services, Inc.) HEARTLAND MANAGEMENT SERVICES, INC. HEARTLAND REHABILITATION SERVICES OF FLORIDA, INC. HEARTLAND REHABILITATION SERVICES OF NEW JERSEY, INC. HEARTLAND REHABILITATION SERVICES OF VIRGINIA, INC. HEARTLAND REHABILITATION SERVICES, INC. HEARTLAND SERVICES CORP. HEARTLAND THERAPY PROVIDER NETWORK, INC. HGCC OF ALLENTOWN, INC. IN HOME HEALTH, INC. INDUSTRIAL WASTES, INC. IONIA MANOR, INC. JACKSONVILLE HEALTHCARE CORPORATION JXXXXXXXX XXXXX, LLC KENWOOD ARDEN, LLC KNOLLVIEW MANOR, INC. LEADER NURSING AND REHABILITATION CENTER OF BETHEL PARK, INC. LEADER NURSING AND REHABILITATION CENTER OF GLOUCESTER, INC. LEADER NURSING AND REHABILITATION CENTER OF SXXXX TOWNSHIP, INC. LEADER NURSING AND REHABILITATION CENTER OF VIRGINIA INC. LINCOLN HEALTH CARE, INC. LIVONIA ARDEN, LLC MANOR CARE AVIATION, INC. MANOR CARE OF AKRON, INC. MANOR CARE OF AMERICA, INC MANOR CARE OF ARIZONA, INC. MANOR CARE OF ARLINGTON, INC. MANOR CARE OF CANTON, INC. MANOR CARE OF CHARLESTON, INC. MANOR CARE OF CINCINNATI, INC. MANOR CARE OF COLUMBIA, INC. MANOR CARE OF DARIEN, INC. MANOR CARE OF DELAWARE COUNTY, INC. MANOR CARE OF FLORIDA, INC. MANOR CARE OF HINSDALE, INC. MANOR CARE OF KANSAS, INC. MANOR CARE OF KINGSTON COURT, INC. MANOR CARE OF LARGO, INC. MANOR CARE OF LEXINGTON, INC. MANOR CARE OF MEADOW PARK, INC. MANOR CARE OF MIAMISBURG, INC MANOR CARE OF NORTH OLMSTED, INC. MANOR CARE OF PINEHURST, INC. MANOR CARE OF ROLLING MXXXXXX, INC. MANOR CARE OF ROSSVILLE, INC. MANOR CARE OF WXXXXXXXXX, INC. MANOR CARE OF WILMINGTON, INC. MANOR CARE OF YORK (NORTH), INC. MANOR CARE OF YORK (SOUTH), INC. MANOR CARE SUPPLY COMPANY MANORCARE HEALTH SERVICES OF NORTHHAMPTON COUNTY, INC. MANORCARE HEALTH SERVICES OF OKLAHOMA, INC. MANORCARE HEALTH SERVICES OF VIRGINIA, INC. MANORCARE HEALTH SERVICES, INC. MARINA VIEW MANOR, INC. MEDI-SPEECH SERVICE, INC. MEMPHIS ARDEN, LLC MILESTONE HEALTH SYSTEMS, INC. MILESTONE HEALTHCARE, INC. MILESTONE REHABILITATION SERVICES, INC. MILESTONE STAFFING SERVICES, INC. MILESTONE THERAPY SERVICES, INC. MNR FINANCE CORP. NAPA ARDEN, LLC PEAK REHABILITATION, INC. PERRYSBURG PHYSICAL THERAPY, INC PNEUMATIC CONCRETE, INC. PORTFOLIO ONE, INC. REHABILITATION ADMINISTRATION CORPORATION RXXXXXXX & BXXXXX, INC. RXXXXXXX HEALTHCARE, INC. RIDGEVIEW MANOR, INC. ROANOKE ARDEN, LLC RXXXXX PARK NURSING CENTER, INC. RVA MANAGEMENT SERVICES, INC. SAN AXXXXXX XXXXX, LLC SILVER SPRING — WHEATON NURSING HOME, INC. SILVER SPRING ARDEN, LLC SPRINGHILL MANOR, INC. STEWALL CORPORATION STRATFORD MANOR, INC. STUTEX CORP. SUN VALLEY MANOR, INC. SUSQUEHANNA ARDEN LLC TAMPA ARDEN, LLC THE NIGHTINGALE NURSING HOME, INC. THERASPORT PHYSICAL THERAPY, INC. THREE RIVERS MANOR, INC. TOTALCARE CLINICAL LABORATORIES, INC. TUSCAWILLA ARDEN, LLC WALL ARDEN, LLC WARMINSTER ARDEN LLC WASHTENAW HILLS MANOR, INC. WHITEHALL MANOR, INC. WILLIAMSVILLE ARDEN, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter: within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors Company or its controlled Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building binding agreement between the Company Company, the Guarantors and the several Initial Purchasers. Very truly yours, AMC ENTERTAINMENT STANDARD PACIFIC CORP. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer BARRINGTON ESTATES, LLC By: STANDARD PACIFIC CORP., ITS SOLE MEMBER LAGOON VALLEY RESIDENTIAL, LLC By: STANDARD PACIFIC CORP., ITS SOLE MEMBER LB/L-XXX XX XXXXXXXXXX, LLC, By: STANDARD PACIFIC CORP., ITS MANAGER SPNS GOLDEN GATE, LLC, By: STANDARD PACIFIC CORP., ITS MANAGER STANDARD PACIFIC 1, LLC By: STANDARD PACIFIC CORP., ITS SOLE MEMBER STANDARD PACIFIC 2, LLC By: STANDARD PACIFIC CORP., ITS SOLE MEMBER STANDARD PACIFIC OF TONNER HILLS, LLC By: STANDARD PACIFIC CORP., ITS SOLE MEMBER By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: President & Chief Executive Officer CH CONSTRUCTION, INC. CH FLORIDA, INC. HILLTOP RESIDENTIAL, LTD. BY: RESIDENTIAL ACQUISITION GP, LLC, ITS GENERAL PARTNER HSP ARIZONA, INC. HSP TUCSON, INC. HWB CONSTRUCTION, INC. HWB INVESTMENTS, INC. PALA VILLAGE INVESTMENTS, INC. RESIDENTIAL ACQUISITION GP, LLC SP COLONY INVESTMENTS, INC. XX XXXXXXXXXXXX INVESTMENTS, INC. SP LA FLORESTA, INC. STANDARD PACIFIC 1, INC. STANDARD PACIFIC OF ARIZONA, INC. STANDARD PACIFIC OF CENTRAL FLORIDA GP, INC. STANDARD PACIFIC OF CENTRAL FLORIDA BY: STANDARD PACIFIC OF CENTRAL FLORIDA GP, INC., ITS GENERAL PARTNER STANDARD PACIFIC OF FLORIDA GP, INC. STANDARD PACIFIC OF FULLERTON, INC. STANDARD PACIFIC OF ILLINOIS, INC. Signature Page to Exchange and Registration Rights STANDARD PACIFIC OF JACKSONVILLE GP, INC. STANDARD PACIFIC OF JACKSONVILLE BY: STANDARD PACIFIC OF JACKSONVILLE GP, INC., ITS GENERAL PARTNER STANDARD PACIFIC OF LAS VEGAS, INC. STANDARD PACIFIC OF ORANGE COUNTY, INC. STANDARD PACIFIC OF SOUTH FLORIDA GP, INC. STANDARD PACIFIC OF SOUTH FLORIDA BY: STANDARD PACIFIC OF SOUTH FLORIDA GP, INC., ITS GENERAL PARTNER STANDARD PACIFIC OF SOUTHWEST FLORIDA GP, INC. STANDARD PACIFIC OF SOUTHWEST FLORIDA BY: STANDARD PACIFIC OF SOUTHWEST FLORIDA GP, INC., ITS GENERAL PARTNER STANDARD PACIFIC OF TAMPA GP, INC. STANDARD PACIFIC OF TAMPA BY: STANDARD PACIFIC OF TAMPA GP, INC., ITS GENERAL PARTNER STANDARD PACIFIC OF TEXAS, INC. STANDARD PACIFIC OF THE CAROLINAS, LLC STANDARD PACIFIC OF TUCSON, INC. STANDARD PACIFIC OF WALNUT HILLS, INC. Signature Page to Exchange and Registration Rights WESTFIELD HOMES USA, INC. By: /s/ Xxxxx Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Chief Executive Officer STANDARD PACIFIC OF COLORADO, INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxx X. Xxxxxx Title: Executive Vice President President, Principal Financial and Chief Financial Accounting Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENT, as Guarantors By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS Citigroup Global Markets Inc. By: Citigroup Global Markets Inc. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director Banc of America Securities LLC By: Banc of America Securities LLC By: /s/ Xxxx Xxxxxx Xxxx Name: Xxxx Xxxxxx Xxxx Title: Managing Director Schedule I AMC Card Processing ServicesCredit Suisse Securities (USA) LLC By: Credit Suisse Securities (USA) LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Managing Director Deutsche Bank Securities Inc. By: Deutsche Bank Securities Inc. By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: By: Deutsche Bank Securities Inc. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director SCHEDULE 1 Guarantors Guarantor Name State or Other Jurisdiction of Incorporation or Organization Barrington Estates, LLC Delaware CH Construction, Inc. AMC Entertainment InternationalDelaware CH Florida, Inc. AMC-GCTDelaware HSP Arizona, Inc. AMC RealtyDelaware HSP Tucson, Inc. American Multi-CinemaDelaware HWB Construction, Inc. CentertainmentDelaware HWB Investments, Inc. Club Cinema of XxxxxDelaware Lagoon Valley Residential, LLC California LB/L-Xxx XX Xxxxxxxxxx, LLC Delaware Pala Village Investments, Inc. GCT Pacific Beverage ServicesDelaware SP Colony Investments, Inc. National Cinema NetworkDelaware XX Xxxxxxxxxxxx Investments, Inc. Premium Cinema of YorktownDelaware SP La Floresta, Inc. Premium Theater of FraminghamDelaware SPNS Golden Gate, LLC Delaware Standard Pacific 1, Inc. Premium Theatre Delaware Standard Pacific 1, LLC Delaware Standard Pacific 2, LLC Delaware Standard Pacific of MayfairArizona, Inc. 71st & 3rd Ave. Corp Brick Plaza CinemasDelaware Standard Pacific of Central Florida GP, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood CinemasDelaware Standard Pacific of Colorado, Inc. Eton Amusement Corporation Fall River CinemaDelaware Standard Pacific of Florida GP, Inc. Farmers CinemasDelaware Standard Pacific of Fullerton, Inc. Forty-Second Street CinemasDelaware Standard Pacific of Illinois, Inc. Fountain CinemasDelaware Standard Pacific of Jacksonville GP, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois CinemasDelaware Standard Pacific of Las Vegas, Inc. Jersey Garden CinemasDelaware Standard Pacific of Orange County, Inc. Kips Bay CinemasDelaware Standard Pacific of South Florida GP, Inc. Xxxxx Theatre Corporation LCE AcquisitionSubDelaware Standard Pacific of Southwest Florida GP, Inc. LCE Mexican HoldingsDelaware Standard Pacific of Tampa GP, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. Loews Akron CinemasDelaware Standard Pacific of Texas, Inc. Loews Arlington CinemasDelaware Standard Pacific of the Carolinas, LLC Delaware Standard Pacific of Tonner Hills, LLC Delaware Standard Pacific of Tucson, Inc. Loews Arlington West CinemasDelaware Standard Pacific of Walnut Hills, Inc. Loews Astor PlazaDelaware Westfield Homes USA, Inc. Loews Baltimore CinemasDelaware Hilltop Residential, Inc. Loews Bay Terrace CinemasLtd. Florida Residential Acquisition GP, Inc. Loews Berea CinemasLLC Florida Standard Pacific of Central Florida, Inc. Loews Boulevard CinemasGeneral Partnership Florida Standard Pacific of Jacksonville, Inc. Loews Bristol CinemasGeneral Partnership Florida Standard Pacific of South Florida, Inc. Loews Broadway CinemasGeneral Partnership Florida Standard Pacific of Southwest Florida, Inc. Loews California TheatresGeneral Partnership Florida Standard Pacific of Tampa, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. General Partnership Florida ANNEX A Each Brokerbroker-Dealer dealer that receives New Securities new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securitiesnew securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter: ” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of New Securities new securities received in exchange for Securities securities where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Company company has agreed that, starting on the Expiration Date (as defined herein) effective date of the registration statement to which this prospectus relates and ending on the close of business one year 180 days after the Expiration Datesuch date, it will make this Prospectus prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution.” ”. ANNEX B Each Brokerbroker-Dealer dealer that receives New Securities new securities for its own account in exchange for Securitiessecurities, where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securitiesnew securities. See “Plan of Distribution.” ”. ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors Company or its controlled Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building binding agreement between the Company Company, the Guarantors and the several Initial Purchasers. Very truly yours, AMC ENTERTAINMENT STANDARD PACIFIC CORP. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Chief Executive Officer BARRINGTON ESTATES, LLC By: STANDARD PACIFIC CORP., ITS SOLE MEMBER LAGOON VALLEY RESIDENTIAL, LLC By: STANDARD PACIFIC CORP., ITS SOLE MEMBER STANDARD PACIFIC OF TONNER HILLS, LLC By: STANDARD PACIFIC CORP., ITS SOLE MEMBER By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Chief Executive Officer CH CONSTRUCTION, INC. CH FLORIDA, INC. HILLTOP RESIDENTIAL, LTD. BY: RESIDENTIAL ACQUISITION GP, LLC, ITS GENERAL PARTNER HSP ARIZONA, INC. HWB CONSTRUCTION, INC. HWB INVESTMENTS, INC. RESIDENTIAL ACQUISITION GP, LLC Signature Page to Exchange and Registration Rights Agreement 2018 Notes SP COLONY INVESTMENTS, INC. XX XXXXXXXXXXXX INVESTMENTS, INC. STANDARD PACIFIC 1, INC. STANDARD PACIFIC OF ARIZONA, INC. STANDARD PACIFIC OF CENTRAL FLORIDA GP, INC. STANDARD PACIFIC OF CENTRAL FLORIDA BY: STANDARD PACIFIC OF CENTRAL FLORIDA GP, INC., ITS GENERAL PARTNER STANDARD PACIFIC OF FLORIDA GP, INC. STANDARD PACIFIC OF JACKSONVILLE GP, INC. STANDARD PACIFIC OF JACKSONVILLE BY: STANDARD PACIFIC OF JACKSONVILLE GP, INC., ITS GENERAL PARTNER STANDARD PACIFIC OF LAS VEGAS, INC. STANDARD PACIFIC OF ORANGE COUNTY, INC. STANDARD PACIFIC OF SOUTH FLORIDA GP, INC. STANDARD PACIFIC OF SOUTH FLORIDA BY: STANDARD PACIFIC OF SOUTH FLORIDA GP, INC., ITS GENERAL PARTNER STANDARD PACIFIC OF SOUTHWEST FLORIDA GP, INC. STANDARD PACIFIC OF SOUTHWEST FLORIDA BY: STANDARD PACIFIC OF SOUTHWEST Signature Page to Exchange and Registration Rights Agreement 2018 Notes FLORIDA GP, INC., ITS GENERAL PARTNER STANDARD PACIFIC OF TAMPA GP, INC. STANDARD PACIFIC OF TAMPA BY: STANDARD PACIFIC OF TAMPA GP, INC., ITS GENERAL PARTNER STANDARD PACIFIC OF TEXAS, INC. STANDARD PACIFIC OF THE CAROLINAS, LLC STANDARD PACIFIC OF WALNUT HILLS, INC. WESTFIELD HOMES USA, INC. By: /s/ Xxxxx Xxxxxxx X. Xxxxxx Xxxxxxxx Name: Xxxxx Xxxxxxx X. Xxxxxx Xxxxxxxx Title: Chief Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENTSTANDARD PACIFIC OF COLORADO, as Guarantors INC. By: /s/ Xxxxx Xxxx X. Xxxxxx Xxxxxxx Name: Xxxxx Xxxx X. Xxxxxx Xxxxxxx Title: Chief Executive Vice Officer & President Signature Page to Exchange and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Registration Rights Agreement The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES Citigroup Global Markets Inc. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director Signature Page to Exchange and Registration Rights Agreement (2018 Notes) X.X. Xxxxxx Securities LLC By: /s/ Xxxxxxx X Xxxx Name: Xxxxxxx X Xxxx Title: Managing Director Signature Page to Exchange and Registration Rights Agreement (2018 Notes) Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director Signature Page to Exchange and Registration Rights Agreement (2018 Notes) Credit Suisse Securities (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS LLC By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Vice Chairman Signature Page to Exchange and Registration Rights Agreement (2018 Notes) Deutsche Bank Securities Inc. By: /s/ Xx Xxxxxx Name: Xxxx Xx Xxxxxx Title: Managing Director Schedule By: /s/ Xxxxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxx Title: Managing Director Signature Page to Exchange and Registration Rights Agreement (2018 Notes) SCHEDULE I AMC Card Processing ServicesGuarantors Barrington Estates, LLC CH Construction, Inc. AMC Entertainment InternationalCH Florida, Inc. AMC-GCTHSP Arizona, Inc. AMC RealtyHWB Construction, Inc. American Multi-CinemaHWB Investments, Inc. CentertainmentLagoon Valley Residential, LLC SP Colony Investments, Inc. Club Cinema of XxxxxXX Xxxxxxxxxxxx Investments, Inc. GCT Standard Pacific Beverage Services1, Inc. National Cinema NetworkStandard Pacific of Arizona, Inc. Premium Cinema Standard Pacific of YorktownCentral Florida GP, Inc. Premium Theater Standard Pacific of FraminghamColorado, Inc. Premium Theatre Standard Pacific of MayfairFlorida GP, Inc. 71st & 3rd Ave. Corp Brick Plaza CinemasStandard Pacific of Jacksonville GP, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood CinemasStandard Pacific of Las Vegas, Inc. Eton Amusement Corporation Fall River CinemaStandard Pacific of Orange County, Inc. Farmers CinemasStandard Pacific of South Florida GP, Inc. Forty-Second Street CinemasStandard Pacific of Southwest Florida GP, Inc. Fountain CinemasStandard Pacific of Tampa GP, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois CinemasStandard Pacific of Texas, Inc. Jersey Garden CinemasStandard Pacific of the Carolinas, LLC Standard Pacific of Tonner Hills, LLC Standard Pacific of Walnut Hills, Inc. Kips Bay CinemasWestfield Homes USA, Inc. Xxxxx Theatre Corporation LCE AcquisitionSubHilltop Residential, Inc. LCE Mexican HoldingsLtd. Residential Acquisition GP, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. Loews Akron CinemasLLC Standard Pacific of Central Florida, Inc. Loews Arlington CinemasGeneral Partnership Standard Pacific of Jacksonville, Inc. Loews Arlington West CinemasGeneral Partnership Standard Pacific of South Florida, Inc. Loews Astor PlazaGeneral Partnership Standard Pacific of Southwest Florida, Inc. Loews Baltimore CinemasGeneral Partnership Standard Pacific of Tampa, Inc. Loews Bay Terrace Cinemas, Inc. Loews Berea Cinemas, Inc. Loews Boulevard Cinemas, Inc. Loews Bristol Cinemas, Inc. Loews Broadway Cinemas, Inc. Loews California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. General Partnership ANNEX A Each Brokerbroker-Dealer dealer that receives New Securities new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securitiesnew securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter: ” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of New Securities new securities received in exchange for Securities securities where such Securities securities were acquired by such Brokerbroker-Dealer dealer for its own account as a result of market-making activities or other trading activities. The Company company has agreed that, starting on the Expiration Date (as defined herein) effective date of the registration statement to which this prospectus relates and ending on the close of business one year 180 days after the Expiration Datesuch date, it will make this Prospectus prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution.” ”. ANNEX B Each Brokerbroker-Dealer dealer that receives New Securities new securities for its own account in exchange for Securitiessecurities, where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securitiesnew securities. See “Plan of Distribution.” ”. ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building binding agreement between among the Company Company, the Subsidiary Guarantors and the several Initial Purchasers. Very truly yours, AMC ENTERTAINMENT INC. Building Materials Corporation of America By: /s/ Xxxxx X. Xxxxxx John M. Maitner ----------------------------------------- Name: Xxxxx X. Xxxxxx John M. Maitner Title: Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENTXxxxxxxxx xxx Xreasurer BMCA Insulation Products Inc. BMCA Quakertown Inc. Building Materials Investment Corporation Building Materials Manufacturing Corporation Ductwork Manufacturing Corporation GAF Leatherback Corp. GAF Materials Corporation (Canada) GAF Premium Products Inc. GAF Real Properties, as Guarantors Inc. GAFTECH Corporation LL Building Products Inc. Pequannock Valley Claim Service Company, Inc. South Ponca Realty Corp. Wind Gap Real Property Acquisition Corp., By: /s/ Xxxxx X. Xxxxxx John M. Maitner ----------------------------------------- Name: Xxxxx X. Xxxxxx John M. Maitner Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Xxxxxxxxx xxx Xreasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS Citigroup Global Markets Inc. Deutsche Bank Securities Inc. By: Citigroup Global Markets Inc. By: /s/ Xxxx Xxxxxx Stephen P. Cunningham ---------------------------- Name: Xxxx Xxxxxx Xxxxxxx X. Xxxxxxxxxm Title: Managing Director For themselves xxx xxx xxxxx xxxxxxl Initial Purchasers named in Schedule I AMC Card Processing Services, Inc. AMC Entertainment International, Inc. AMC-GCT, Inc. AMC Realty, Inc. American Multi-Cinema, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Aveto the Purchase Agreement. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “"underwriter: " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has and the Subsidiary Guarantors have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year 180 days after the Expiration DateDate (or such shorter period during which Participating Broker-Dealers (as defined herein) are required by law to deliver such prospectus), it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has and the Subsidiary Guarantors have agreed that, starting on the Expiration Date and ending on the close of business one year 180 days after the Expiration DateDate (or such shorter period during which Participating Broker-Dealers are required by law to deliver such prospectus), it they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until __________, 2006200__, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company and the Subsidiary Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the reasonable expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider ANNEX D RIDER A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: _____________________________________________________ Address: Rider _____________________________________________________ _____________________________________________________ RIDER B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building binding agreement between the Company and the Initial Purchasers. Very truly yours, AMC ENTERTAINMENT HOLDINGS, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENTAMERICAN MULTI-CINEMA, INC. CLUB CINEMA OF XXXXX, INC. LOEWS CITYWALK THEATRE CORPORATION AMC STARPLEX, LLC AMC OF MARYLAND, LLC as Guarantors By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMASAMC CARD PROCESSING SERVICES, INC. AMC CONCESSIONAIRE SERVICES OF FLORIDA, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMASAMC ITD, LLC LEWISVILLE CINEMASINC. AMC LICENSE SERVICES, LLC LOEWS GARDEN STATE CINEMAS, LLC, INC. as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and President, Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLCCITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director XXXXXXX LYNCH, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx Xxxxxx Xxxx Name: Xxxx Xxxxxx Xxxx Title: Managing Director Schedule SCHEDULE I AMC Card Processing ServicesCARD PROCESSING SERVICES, Inc. INC. AMC Entertainment InternationalCONCESSIONAIRE SERVICES OF FLORIDA, Inc. AMCLLC AMC ITD, INC. AMC LICENSE SERVICES, INC. AMERICAN MULTI-GCTCINEMA, Inc. INC. CLUB CINEMA OF XXXXX, INC. LOEWS CITYWALK THEATRE CORPORATION AMC RealtySTARPLEX, Inc. American Multi-CinemaLLC AMC OF MARYLAND, Inc. Centertainment, Inc. Club Cinema of Xxxxx, Inc. GCT Pacific Beverage Services, Inc. National Cinema Network, Inc. Premium Cinema of Yorktown, Inc. Premium Theater of Framingham, Inc. Premium Theatre of Mayfair, Inc. 71st & 3rd Ave. Corp Brick Plaza Cinemas, Inc. Cityplace Cinemas, Inc Crescent Advertising Corporation Crestwood Cinemas, Inc. Eton Amusement Corporation Fall River Cinema, Inc. Farmers Cinemas, Inc. Forty-Second Street Cinemas, Inc. Fountain Cinemas, Inc. Hawthorne Amusement Corporation Hinsdale Amusement Corporation Illinois Cinemas, Inc. Jersey Garden Cinemas, Inc. Kips Bay Cinemas, Inc. Xxxxx Theatre Corporation LCE AcquisitionSub, Inc. LCE Mexican Holdings, Inc. Liberty Tree Cinema Corp. Xxxxx Acquisition Corp. 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 California Theatres, Inc. Loews Centerpark Cinemas, Inc. Loews Century Mall Cinemas, Inc. Loews Xxxxx Cinemas, Inc. Loews Cherry Tree Mall Cinemas, Inc. Loews Chicago Cinemas, Inc. Loews Cineplex Entertainment Gift Card Corporation Loews Cineplex International Holdings, Inc. Loews Cineplex Theatres Holdco, Inc. Loews Cineplex Theatres, Inc. Loews Citywalk Theatre Corporation Loews Connecticut Cinemas, Inc. Loews Crystal Run Cinemas, Inc. Loews Deauville North Cinemas, Inc. Loews East Hanover Cinemas, Inc. Loews East Village Cinemas, Inc. Loews Elmwood Cinemas, Inc. Loews Fort Worth Cinemas, Inc. Loews Freehold Mall Cinemas, Inc. Loews Fresh Pond Cinemas, Inc. Loews Greenwood Cinemas, Inc. Loews Houston Cinemas, Inc. Loews Lafayette Cinemas, Inc. Loews Levittown Cinemas, Inc. Loews Lincoln Plaza Cinemas, Inc. Loews Lincoln Theatre Holding Corp. Loews Meadowland Cinemas 8, Inc. Loews Meadowland Cinemas, Inc. Loews Merrillville Cinemas, Inc. Loews Xxxxxxxxxx Cinemas, Inc. Loews Mountainside Cinemas, Inc. Loews New Jersey Cinemas, Inc. Loews Newark Cinemas, Inc. Loews Orpheum Cinemas, Inc. Loews Palisades Center Cinemas, Inc. Loews Pentagon City Cinemas, Inc. Loews Piper’s Theaters, Inc. Loews Richmond Mall Cinemas, Inc. Loews Ridgefield Park Cinemas, Inc. Loews Rolling Xxxxxxx Cinemas, Inc. Loews Roosevelt Field Cinemas, Inc. Loews Stonybrook Cinemas, Inc. Loews Theatre Management Corp. Loews Theatres Clearing Corp. Loews Toms River Cinemas, Inc. Loews Trylon Theatre, Inc. Loews USA Cinemas Inc. Loews Xxxxxx Cinemas, Inc. Loews Washington Cinemas, Inc. Loews West Long Branch Cinemas, Inc. Loews-Xxxxx Music Makers Theatres, Inc. LTM New York, Inc. LTM Turkish Holdings, Inc. Mid-States Theatres, Inc. Music Makers Theatres, Inc. New Brunswick Cinemas, Inc. Nickelodeon Boston, Inc. North Star Cinemas, Inc. Parkchester Amusement Corporation Parsippany Theatre Corp. Xxxxx Southern Theatres, Inc. Xxxxx Theatres, Inc. Poli-New England Theatres, Inc. Xxxxxx Theatrical Corporation Red Bank Theatre Corporation RKO Century Warner Theatres, Inc. Rosemont Cinemas, Inc. S & J Theatres, Inc. Sack Theatres, Inc. Skokie Cinemas, Inc. South Holland Cinemas, Inc. Star Theatres of Michigan, Inc. Star Theatres, Inc. Xxxxxx Mall Cinemas, Inc. Talent Booking Agency, Inc. The Xxxxxx Xxxxx Organization, Inc. Theater Holdings, Inc. Thirty-Fourth Street Cinemas, Inc. U.S.A. Cinemas, Inc. Xxxxxxx Chicago Cinemas, Inc. White Xxxxx Cinemas, Inc. Woodfield Cinemas, Inc. Woodridge Cinemas, Inc. LLC ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter: ” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 2006, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.C