STOCK PURCHASE AGREEMENT

AMONG

LCE HOLDINGS, INC.,

LOEWS CINEPLEX ENTERTAINMENT CORPORATION,

AND THE OTHER PERSONS IDENTIFIED HEREIN

DATED AS OF JUNE 18, 2004

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this Agreement) is made as of June 18, 2004, by LCE Holdings, Inc., a Delaware corporation (Parent), Loews Cineplex Entertainment Corporation, a Delaware corporation (Loews), and the stockholders of Loews identified on the signature pages hereto (Sellers).

RECITALS

Sellers desire to sell, and Parent desires to purchase through an indirect wholly-owned subsidiary (Acquisition) formed for the purpose, all of the issued and outstanding shares of capital stock of Loews for the consideration and on the terms set forth in this Agreement.

AGREEMENT

The parties, intending to be legally bound, agree as follows:

ARTICLE 1.

Definitions

For purposes of this Agreement, the following terms have the meanings specified or referred to in this Article 1:

Acquisition shall have the meaning set forth in the Recitals.

Advisors shall have the meaning set forth in Section 6.2.

Affiliate shall mean, with respect to a specified Person, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person.

Aggregate Purchase Price shall mean (A) the sum of (w) Equity Value, (x) Loews Canada Proceeds, (y) Loews Germany Proceeds and (z) Loews Warrants Proceeds, less (B) the sum of (x) the Loews Expenses, (y) 44% of the amount, if any, by which the Loews Canada Proceeds exceeds $247 million and (z) the Cash Escrow Amount placed in escrow pursuant to Section 6.1(e).

Business Day shall mean any day on which banks are not required or authorized to close in New York City.

Cash Escrow Amount shall have the meaning set forth in Section 6.1(e).

Cash Payment Per Share shall mean the amount obtained by the following formula:

where:

CPPS = Cash Payment Per Share

P = the Aggregate Purchase Price

LSO = the aggregate number of Loews Shares outstanding immediately prior to the Closing Date.

Closing shall have the meaning set forth in Section 2.3.

Closing Date shall mean the date and time as of which the Closing actually takes place.

Code shall mean the Internal Revenue Code of 1986, as amended.

Confidentiality Agreement shall mean the confidentiality agreement dated March 16, 2004 between Loews and Bain Capital Partners, LLC.

Consent shall mean any approval, consent, waiver or other authorization (including any Governmental Authorization).

Contemplated Transactions shall mean all of the transactions contemplated by this Agreement, including the transactions to be consummated pursuant to Section 6.1 and

(a) the sale of the Loews Shares by Sellers to Acquisition;

(b) the merger of Acquisition into Loews immediately following the consummation of the Closing; and

(c) the performance by the parties hereto of their respective covenants and obligations under this Agreement.

Contract shall mean any legally binding agreement, contract or undertaking.

Credit Facilities shall mean (a) the Priority Secured Credit Agreement, dated as of March 21, 2002, among LCT, Cineplex Odeon Corporation, Bankers Trust Company, as U.S. administrative agent, Deutsche Bank AG, Canada Branch, as Canadian administrative agent, General Electric Capital Corporation, as syndication agent, and Deutsche Banc Alex. Brown Inc., as sole and exclusive arranger, and (b) the Term Loan

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Agreement, dated as of March 21, 2002, among LCT, the lenders identified therein and Bankers Trust Company, as administrative agent.

Debt Commitment Letter shall have the meaning set forth in Section 5.3.

Debt Financing shall have the meaning set forth in Section 5.3.

Debt Financing Documents shall have the meaning set forth in Section 5.3.

D&O Insurance shall have the meaning set forth in Section 10.3.

Disclosure Schedules shall mean the disclosure schedules delivered by Loews to Parent concurrently with the execution of this Agreement.

$ or Dollars shall mean United States Dollars.

Emergence Date shall mean March 21, 2002.

Encumbrance shall mean any charge, claim, community property interest, condition, equitable interest, lien, option, pledge, security interest, right of first refusal or similar restriction.

Engagement Letter shall have the meaning set forth in Section 5.3.

Environmental Claim means any claim, action, cause of action, investigation or written notice by any Person alleging potential liability (including, without limitation, potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries or penalties) arising out of, based on or resulting from (a) the presence, or release into the environment, of any Hazardous Material at any location, whether or not owned or operated by such Person or any of its Subsidiaries or (b) circumstances forming the basis of any violation of any Environmental Law.

Environmental Laws shall mean all applicable federal, interstate, state, local and foreign laws and regulations relating to pollution or protection of the environment, including, without limitation, laws relating to releases or threatened releases of Hazardous Materials or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, transport or handling of Hazardous Materials. Any reference to applicable Environmental Laws shall mean, as to Grupo Cinemex and its Subsidiaries, Environmental Laws of the United Mexican States or any state thereof and, as to Loews and any other Loews Company, any Environmental Laws of the United States of America or any state thereof.

Environmental Permits shall mean any permit, approval, identification number, license and other authorization required under any applicable Environmental Law.

Equity Commitment Letter shall have the meaning set forth in Section 5.3.

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Equity Investor shall mean Bain Capital Fund VII, L.P.

Equity Value shall mean $1,100,000,000.

ERISA shall mean the Employee Retirement Income Security Act of 1974 or any successor law, and regulations and rules issued pursuant to that Act or any successor law.

Escrowed Mexican Equity Interests shall have the meaning set forth in Section 6.1(e)

Financial Advisors shall have the meaning set forth in Section 5.3.

Financial Statements shall have the meaning set forth in Section 3.4(a).

GAAP shall mean United States generally accepted accounting principles, applied on a consistent basis.

Governmental Authorization shall mean any approval, consent, license, permit, waiver or other authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any applicable Legal Requirement.

Governmental Body shall mean any federal, state, local, municipal, foreign or other governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official or entity and any court or other tribunal), multi-national organization or body, or body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature.

Grupo Cinemex shall mean Grupo Cinemex, S.A. de C.V., a corporation organized under the laws of the United Mexican States.

Grupo Cinemex Plans shall have the meaning set forth in Section 3.10(i).

Hazardous Materials shall mean (a) any petroleum, petroleum products, byproducts or breakdown products, radioactive materials, asbestos-containing materials or polychlorinated biphenyls or (b) any chemical, material, waste or other substance defined or regulated as toxic or hazardous or as a pollutant or contaminant or waste under any applicable Environmental Law.

HSR Act shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or any successor law, and regulations and rules issued pursuant to that Act or any successor law.

including shall mean including without limitation.

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IRS shall mean the United States Internal Revenue Service or any successor agency, and, to the extent relevant, the United States Department of the Treasury.

LCT shall mean Loews Cineplex Theatres, Inc., a Delaware corporation and a Subsidiary of Loews.

Leased Real Properties shall have the meaning set forth in Section 3.5(b).

Legal Requirement shall mean any federal, state, local, municipal, foreign, international, multinational or other administrative Order, constitution, law, ordinance, principle of common law, regulation, statute or treaty.

Loews shall have the meaning set forth in the first paragraph of this Agreement.

Loews Canada shall mean Cineplex Odeon Corporation, an Ontario corporation.

Loews Canada Proceeds shall mean the amount (in Dollars) received by Loews and its Subsidiaries in respect of the outstanding capital stock of Loews Canada as contemplated by Section 6.1(a).

Loews Class A Common Stock shall mean the shares of class A common stock of Loews, par value $0.01 per share.

Loews Class B Common Stock shall mean the shares of class B common stock of Loews, par value $0.01 per share.

Loews Company shall mean any Subsidiary of Loews, Grupo Cinemex and any Subsidiary of Grupo Cinemex and Loews Companies shall mean the Subsidiaries of Loews, Grupo Cinemex, and the Subsidiaries of Grupo Cinemex, collectively.

Loews Expenses shall have the meaning set forth in Section 11.2. The Loews Expenses shall be set forth in a certificate of the Chief Executive Officer or Chief Financial Officer of Loews delivered to Parent one Business Day prior to the Closing.

Loews Foreign Investees shall mean the Loews Investees identified as such on Schedule 1.

Loews Germany shall mean OO International Theatres LLC, a Delaware limited liability company.

Loews Germany Proceeds shall mean the amount (in Dollars) received by Loews and its Subsidiaries in respect of the equity interests in Loews Germany as contemplated by Section 6.1(c).

Loews Indemnified Parties shall have the meaning set forth in Section 10.1.

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Loews Investee Approval Provisions means (a) Section 6.4(b) of the Amended and Restated Joint Venture Agreement, dated as of July 25, 2002, among Megabox Cineplex Inc., Loews Cineplex Entertainment Corporation (now known as Loews Cineplex Theatres, Inc.) and Loews Cineplex International Holdings, Inc., (b) Section 7.4(b) of the Joint Venture Agreement, dated as of April 27, 1998, by and among LTM Spanish Holdings, Inc. and Ricardo Evole Martil, as amended on July 7, 2003, (c) Section 9(b) of the Partnership Agreement dated August 18, 1987 between Loews Toms River Cinemas, Inc. and Kaplan Toms River Cinemas, Inc., (d) Section 12.3 of the Partnership Agreement of Magic Johnson Theatres dated as of March 31, 1994, (e) Section 3.3 of the Partnership Agreement, dated as of August 29, 1987, between Crescent Advertising Corporation and Allied Advertising Agency, Inc. and (f) Section 10.4 of the Partnership Agreement of Citywalk Big Screen Theatre Joint Venture, dated July 27, 1999, between Loews Citywalk Theatre Corporation and Universal Studios Development Venture Five.

Loews Investees shall mean the entities identified as such on Schedule 1 and their respective Subsidiaries.

Loews Knowledge shall mean, (x) as to the business and assets of Loews and the Loews Companies other than Grupo Cinemex and the Subsidiaries of Grupo Cinemex, and as to the Loews Investees, the actual knowledge, after reasonable investigation, of the following individuals: Travis Reid, Chief Executive Officer of Loews, John Walker, Chief Financial Officer of Loews, Bryan Berndt, Controller of Loews, Michael Politi, Corporate Counsel of Loews, David Badain, Real Estate Counsel of Loews, Michael Norris, U.S. President of Loews and Juan Monroy, Vice President - International of Loews and (y) as to the business and assets of Grupo Cinemex and its Subsidiaries, the actual knowledge, after reasonable investigation, of Miguel Angel Davila, Chief Executive Officer of Grupo Cinemex. Notwithstanding the foregoing, as to the Loews Foreign Investees: (i) the parties acknowledge that Loews does not have operational or management control of the Loews Foreign Investees; (ii) the information available to Loews is limited to information that it has obtained as a shareholder and by the participation of Loews officers on the board of directors of each Loews Foreign Investee; and (iii) the parties agree that reasonable investigation does not contemplate or require that Loews or any individual named in clause (x) has made any investigation or inquiry of any Loews Foreign Investee or their respective Representatives other than an inquiry via email by Juan Monroy of Woody Kim and Pablo Nogueroles.

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