EXECUTION VERSION

$315,000,000

LCE Acquisition Corporation

9% Senior Subordinated Notes Due 2014

REGISTRATION RIGHTS AGREEMENT

July 30, 2004

CREDIT SUISSE FIRST BOSTON LLC

CITICORP GLOBAL CAPITAL MARKETS INC.

Bank of America Securities LLC

Deutsche Bank Securities Inc.

Lehman Brothers Inc.

    c/o Credit Suisse First Boston LLC

        Eleven Madison Avenue,

            New York, New York 10010-3629

Dear Sirs:

LCE Acquisition Corporation, a Delaware corporation (the ?Company?), proposes to issue and sell to Credit Suisse First Boston LLC, Citicorp Global Capital Markets Inc., Banc of America Securities LLC, Deutsche Bank Securities Inc. and Lehman Brothers Inc. (collectively, the ?Initial Purchasers?), upon the terms set forth in a Purchase Agreement dated as of July 22, 2003 (the ?Purchase Agreement?), $315,000,000 aggregate principal amount of its 9 % Senior Subordinated Notes Due 2014 (the ?Initial Securities?) to be guaranteed (the ?Guaranties?) by each of the subsidiaries of the Company listed in Schedule I hereto (collectively, the ?Guarantors?). The Initial Securities will be issued pursuant to an Indenture dated as of the date hereof (the ?Indenture?), among the Company, the Guarantors and U.S. Bank National Association, as trustee (the ?Trustee?). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors have agreed to enter into this Agreement. Following the closing of the Company Merger (as defined in the Purchase Agreement), references in this Agreement to the Company will mean Loews Cineplex Entertainment Corporation, as the surviving company in the Merger. Accordingly, the Company and the Guarantors agree with the Initial Purchasers, for the benefit of the Initial Purchasers and the holders of the Securities (as defined below) (collectively the ?Holders?), as follows:

1. Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1), the Company shall prepare and, on or before the earlier to occur of (x) April 15, 2005 and (y) the 30^th day following delivery from the Company?s independent auditors of an audit report covering our audited financial statements for the year ending December 31, 2004 (such date being a ?Filing Deadline?), file with the Securities and Exchange Commission (the ?Commission?) a registration statement (the ?Exchange Offer Registration Statement?) on an appropriate form under the Securities Act of 1933, as amended (the ?Securities Act?), with respect to a proposed offer (the ?Registered Exchange Offer?) to the Holders of Transfer Restricted Securities (as

defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture, identical in all material respects to the Initial Securities and registered under the Securities Act (the ?Exchange Securities?). The Company shall (i) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act not later than 120 days after the Filing Deadline described in this Section 1 (such 120^th day being an ?Effectiveness Deadline?) and (ii) keep the Exchange Offer Registration Statement effective for not less than 40 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the ?Exchange Offer Registration Period?).

If the Company commences the Registered Exchange Offer, the Company will be required to consummate the Registered Exchange Offer no later than 50 days after the date on which the Exchange Offer Registration Statement is declared effective (such 50th day being the ?Consummation Deadline?).

Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder?s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States.

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