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Title: |
Security Agreement |
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Entities: |
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Date: |
2005 |
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Size: |
Preview shows 26KB of 109KB total |
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Price: |
$51 |
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ID: |
#2125875 |
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SECURITY AGREEMENT
Dated July 30, 2004
From
The Grantors referred to herein
as Grantors
to
CITICORP NORTH AMERICA, INC.
as Administrative Agent
Table of Contents
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SECTION 1. |
Grant of Security |
2 | ||
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SECTION 2. |
Security for Obligations |
5 | ||
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SECTION 3. |
Grantors Remain Liable |
6 | ||
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SECTION 4. |
Delivery and Control of Security Collateral; Investment Property |
6 | ||
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SECTION 5. |
Other Actions |
7 | ||
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SECTION 6. |
Representations and Warranties |
9 | ||
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SECTION 7. |
Further Assurances |
11 | ||
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SECTION 8. |
Post-Closing Changes; Bailees; Collections on Assigned Agreements and Accounts |
12 | ||
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SECTION 9. |
As to Intellectual Property Collateral |
12 | ||
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SECTION 10. |
Voting Rights; Dividends; Etc. |
14 | ||
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SECTION 11. |
Transfers and Other Liens; Additional Shares; LLC/Partnership Interests |
15 | ||
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SECTION 12. |
Administrative Agent Appointed Attorney-in-Fact |
15 | ||
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SECTION 13. |
Administrative Agent May Perform |
16 | ||
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SECTION 14. |
Administrative Agent?s Duties |
16 | ||
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SECTION 15. |
Remedies |
17 | ||
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SECTION 16. |
Indemnity and Expenses |
18 | ||
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SECTION 17. |
Amendments; Waivers; Additional Grantors; Etc. |
19 | ||
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SECTION 18. |
Notices, Etc. |
20 | ||
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SECTION 19. |
Continuing Security Interest; Assignments under the Credit Agreement |
20 | ||
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SECTION 20. |
Release; Termination |
20 | ||
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SECTION 21. |
Execution in Counterparts |
21 | ||
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SECTION 22. |
The Mortgages |
21 | ||
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SECTION 23. |
Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. |
21 | ||
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SECTION 24. |
Severability |
22 | ||
i
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SCHEDULES: |
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Schedule I |
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Location, Chief Executive Office, Type Of Organization, Jurisdiction Of Organization And Organizational Identification Number | ||
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Schedule II |
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Pledged Equity | ||
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Schedule III |
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Pledged Intercompany Notes | ||
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Schedule IV |
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Intellectual Property | ||
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Schedule V |
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Commercial Tort Claims | ||
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Schedule VI |
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Collateral Description | ||
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EXHIBITS: |
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Exhibit A |
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Form of Security Agreement Supplement | ||
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Exhibit B |
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Form of Copyright Security Agreement | ||
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Exhibit C |
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Form of Patent Security Agreement | ||
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Exhibit D |
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Form of Trademark Security Agreement | ||
ii
SECURITY AGREEMENT
SECURITY AGREEMENT dated July 30, 2004 made by LCE ACQUISITION CORPORATION (to be merged with and into LOEWS CINEPLEX ENTERTAINMENT CORPORATION, a Delaware corporation) (the ?Company?), LCE HOLDCO, LLC, a Delaware limited liability company (?Holdings?), the other Persons listed on the signature pages hereof and the Additional Grantors (as hereinafter defined) (the Company, Holdings, the Persons so listed and the Additional Grantors being, collectively, the ?Grantors?), to CITICORP NORTH AMERICA, INC., as administrative agent (in such capacity, together with any successor administrative agent, the ?Administrative Agent?) for the Secured Parties (as defined in the Credit Agreement referred to below).
PRELIMINARY STATEMENTS
(1) The Company has entered into a Credit Agreement dated of even date herewith (said Agreement, as it may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time, being the ?Credit Agreement?) with Holdings, the other Borrowers party thereto and the Lenders, the L/C Issuer and the Agents party thereto.
(2) Pursuant to the Credit Agreement, the Grantors are entering into this Agreement in order to grant to the Administrative Agent for the ratable benefit of the Secured Parties a security interest in the Collateral (as hereinafter defined) to secure their respective Secured Obligations (as hereinafter defined).
(3) It is a condition precedent to the making of Loans and the issuance of Letters of Credit by the Lenders under the Credit Agreement and the entry into Secured Hedge Agreements by the Hedge Banks from time to time that the Grantors shall have granted the assignment and security interest and made the pledge and assignment contemplated by this Agreement.
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