MANAGEMENT AGREEMENT

This Management Agreement (this ?Agreement?) is entered into as of July 30, 2004 by and among LCE Acquisition Corporation, a Delaware corporation (?AcquisitionCo?), LCE Holdco LLC, a Delaware limited liability company (?Holdco?), LCE Intermediate Holdings, Inc., a Delaware corporation (?Intermediate?), LCE Holdings, Inc., a Delaware corporation (?Holdings? and, together with AcquisitionCo, Holdco and Intermediate, the ?Loews Corporations?), Bain Capital Partners, LLC, a Delaware limited liability company (?Bain?), TC Group, L.L.C., a Delaware limited liability company, (?Carlyle?) and Applegate and Collatos, Inc. a Delaware corporation (?Spectrum? and, together with Bain and Carlyle, the ?Managers?).

RECITALS

WHEREAS, Holdings, Intermediate, Holdco and AcquisitionCo have been formed for the purpose of acquiring (the ?Acquisition?) all of the outstanding shares of capital stock of Loews Cineplex Entertainment Corporation (the ?Company? and, immediately after the closing of the Acquisition, a ?Loews Corporation?) from Onex American Holdings II LLC, the Onex Corporation Management Investment Plan, Loews Executive Investco LLC, Loews Partners LP, OCM Cinema Holdings, LLC, Allen Karp, John Bonnett McCoy and Granite Investment Limited Partnership (the ?Sellers?), all on the terms and subject to the conditions of that certain Stock Purchase Agreement dated as of June 18, 2004 (the ?Purchase Agreement?) among the Sellers, Holdings and the Company;

WHEREAS, immediately after the closing of the Acquisition, AcquisitionCo will merge with and into the Company;

WHEREAS, to enable the Loews Corporations to engage in the Acquisition and related transactions, the Managers provided financial and structural advice and analysis as well as assistance with due diligence investigations and negotiations (the ?Financial Advisory Services?); and

WHEREAS, the Loews Corporations want to retain the Managers to provide certain management and advisory services to the Loews Corporations, and the Managers are willing to provide such services on the terms set forth below.

AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Services. Each of the Managers hereby agrees that, during the Term (as defined below), it will provide the following consulting and management advisory services to the Loews Corporations as requested from time to time by the Boards of Directors of the Loews Corporations:

(a) advice in connection with the negotiation and consummation of agreements, contracts, documents and instruments necessary to provide the Loews Corporations with financing on terms and conditions satisfactory to the Loews Corporations;

(b) financial, managerial and operational advice in connection with the Company?s day-to-day operations, including, without limitation, advice with respect to the development and implementation of strategies for improving the operating, marketing and financial performance of the Company and its subsidiaries; and

(c) such other services (which may include financial and strategic planning and analysis, consulting services, human resources and executive recruitment services and other services) as such Manager and the Loews Corporations may from time to time agree in writing.

Each of the Managers shall devote such time and efforts to the performance of services contemplated hereby as such Manager deems reasonably necessary or appropriate; provided, however, that no minimum number of hours is required to be devoted by Bain, Carlyle or Spectrum on a weekly, monthly, annual or other basis. The Loews Corporations acknowledge that each of the Managers? services are not exclusive to any of the Loews Corporations and that each Manager will render similar services to other persons and entities. The Managers and the Loews Corporations understand that the Loews Corporations may, at times, engage one or more investment bankers or financial advisors to provide services in addition to, but not in lieu of, services provided by the Managers under this Agreement (including those services described in Section 2(c)). In providing services to the Loews Corporations, each Manager will act as an independent contractor, and it is expressly understood and agreed that this Agreement is not intended to create, and does not create, any partnership, agency, joint venture or similar relationship and that no party has the right or ability to contract for or on behalf of any other party or to effect any transaction for the account of any other party.

A Manager shall cease to be a Manager for all purposes hereunder at such time and at all times thereafter that the Manager and the affiliates of such Manager, in the aggregate, cease to hold Shares (as defined in the Stockholders Agreement) representing a Total Combined Investment (as defined in the certificate of incorporation of Holdings) of at least the Minimum Total Combined Investment (as defined in the certificate of incorporation of Holdings).

2. Payment of Fees.

(a) The Loews Corporations, jointly and severally, will pay to the Managers (or such affiliates as they may respectively designate), in consideration of the Managers providing the Financial Advisory Services, an aggregate transaction fee (the ?Transaction Fee?) in the amount of $20,000,000, such fee being payable at the closing of the Acquisition. The Transaction Fee shall be divided among the Managers as follows:

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