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Title: |
Management Stockholders Agreement |
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Entities: |
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Date: |
2005 |
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Size: |
95KB total |
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Price: |
$48 |
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ID: |
#2296418 |
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MANAGEMENT STOCKHOLDERS AGREEMENT
among
LCE Holdings, Inc.
LCE Intermediate Holdings, Inc.
LCE Holdco LLC
Loews Cineplex Entertainment Corporation
and
Certain Stockholders and Management Optionholders and Stockholders of
LCE Holdings, Inc. and LCE Intermediate Holdings, Inc.
from time to time party hereto.
Dated as of January 12, 2005
TABLE OF CONTENTS
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1. DEFINITIONS |
2 | |
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1.1. Definitions |
2 | |
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2. RESTRICTED ACTIONS |
2 | |
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2.1. CEO Director |
2 | |
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2.2. Significant Transactions |
2 | |
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2.3. Consent to Amendment |
2 | |
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2.4. The Company and Midco |
2 | |
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2.5. Period |
3 | |
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3. TRANSFER RESTRICTIONS |
3 | |
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3.1. Transfers Allowed |
3 | |
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3.1.1 Permitted Transferees |
3 | |
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3.1.2 Tag Along and Drag Along |
3 | |
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3.2. Certain Transferees to Become Parties |
3 | |
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3.3. Impermissible Transfer |
3 | |
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3.4. Notice of Transfer |
3 | |
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3.5. Period |
3 | |
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4. TAG ALONG AND DRAG ALONG RIGHTS |
4 | |
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4.1. Tag Along |
4 | |
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4.1.1 Notice |
4 | |
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4.1.2 Exercise |
4 | |
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4.1.3 Irrevocable Offer |
5 | |
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4.1.4 Reduction of Shares Sold |
5 | |
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4.1.5 Additional Compliance |
5 | |
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4.2. Drag Along |
6 | |
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4.2.1 Exercise |
6 | |
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4.3. Miscellaneous |
7 | |
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4.3.1 Certain Legal Requirements |
7 | |
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4.3.2 Further Assurances |
7 | |
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4.3.3 Sale Process |
8 | |
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4.3.4 Treatment of Options, Warrants and Convertible Securities |
8 | |
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4.3.5 Expenses |
8 | |
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4.3.6 Closure |
8 | |
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4.3.7 Termination of Rights |
9 | |
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5. CALL OPTIONS |
9 | |
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5.1. Termination |
9 | |
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5.1.2 Notices; Investors Rights, Etc. |
10 | |
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5.2. Cash Payments |
10 | |
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5.3. Closing |
10 | |
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5.4. Acknowledgment |
11 | |
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5.5. Period |
11 | |
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6. RIGHT OF PARTICIPATION |
11 | |
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6.1. Right of Participation |
11 | |
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6.1.1 Offer |
11 | |
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6.1.2 Exercise |
12 | |
-i-
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6.1.3 Other Securities |
13 | |
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6.1.4 Certain Legal Requirements |
13 | |
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6.1.5 Further Assurances |
13 | |
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6.1.6 Expenses |
14 | |
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6.1.7 Closing |
14 | |
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6.2. Post-Issuance Notice |
14 | |
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6.3. Excluded Transactions |
15 | |
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6.4. Certain Provisions Applicable to Options, Warrants and Convertible Securities |
15 | |
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6.5. Acquired Shares |
16 | |
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6.6. Period |
16 | |
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7. REMEDIES |
16 | |
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7.1. Generally |
16 | |
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7.2. Deposit |
16 | |
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8. LEGENDS |
17 | |
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8.1. Restrictive Legend |
17 | |
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8.2. 1933 Act Legends |
17 | |
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8.3. Stop Transfer Instruction |
17 | |
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8.4. Termination of 1933 Act Legend |
17 | |
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9. AMENDMENT, TERMINATION, ETC. |
18 | |
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9.1. Oral Modifications |
18 | |
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9.2. Written Modifications |
18 | |
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9.3. Effect of Termination |
18 | |
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10. DEFINITIONS |
18 | |
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10.1. Certain Matters of Construction |
18 | |
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10.2. Definitions |
18 | |
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11. MISCELLANEOUS |
26 | |
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11.1. Authority: Effect |
26 | |
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11.2. Notices |
26 | |
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11.3. Binding Effect, Etc. |
28 | |
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11.4. Descriptive Heading |
28 | |
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11.5. Counterparts |
28 | |
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11.6. Severability |
28 | |
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11.7. No Recourse |
29 | |
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11.8. Obligations of Company, Midco, Holdco and Acquisition |
29 | |
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12. GOVERNING LAW |
29 | |
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12.1. Governing Law |
29 | |
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12.2. Consent to Jurisdiction |
29 | |
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12.3. WAIVER OF JURY TRIAL |
30 | |
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12.4. Exercise of Rights and Remedies |
30 | |
-ii-
MANAGEMENT STOCKHOLDERS AGREEMENT
This Management Stockholders Agreement (the Agreement) is made as of January , 2005 by and among:
| (i) | LCE Holdings, Inc., a Delaware corporation (together with its successors and permitted assigns, the Company); |
| (ii) | LCE Intermediate Holdings, Inc., a Delaware corporation (together with its successors and permitted assigns, Midco); |
| (iii) | LCE Holdco LLC, a Delaware limited liability company (together with its successors and permitted assigns, Holdco); |
| (iv) | Loews Cineplex Entertainment Corporation, a Delaware corporation (together with its successors and permitted assigns, Loews); |
| (v) | each person executing this Agreement or the Investor Stockholders Agreement and listed as an Investor on the signature pages hereto or thereto (collectively with their Permitted Transferees, the Investors); and |
| (vi) | Each optionholder and stockholder of the Company and Midco listed on the signature pages hereto and that from time to time become party hereto (collectively with their Permitted Transferees, the Management Stockholders or Managers). |
RECITALS
WHEREAS, the Company was formed for the purpose of acquiring (the Acquisition), indirectly through one or more subsidiaries, pursuant to a Stock Purchase Agreement, dated as of June 18, 2004 (the Acquisition Agreement), among the Company, Loews and the other persons identified therein, all outstanding shares of Loews;
WHEREAS, certain managers of the Company and its subsidiaries now desire to purchase, and the Company desires to sell to such managers, shares of Common Stock and Preferred Stock;
WHEREAS, Options (as defined below) are being, and may continue to be, issued to managers pursuant to the Companys and Midcos 2004 Management Stock Option Plan;
WHEREAS, in connection with the purchase of such securities and the issuance of Options, the Company, Midco, Holdco, Loews, the Investors and the Managers named herein desire to enter into this Agreement; and
WHEREAS, the parties believe that it is in the best interests of the Company, Midco, Loews, the Mangers and the Investors to set forth their agreements on certain matters.
AGREEMENT
Therefore, the parties hereto hereby agree as follows:
1. DEFINITIONS.
1.1. Definitions. Certain terms are used in this Agreement as specifically defined herein. These definitions are set forth or referred to in Section 11 hereof.
2. RESTRICTED ACTIONS.
2.1. CEO Director. Each Management Stockholder agrees to cast all votes to which such Management Stockholder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, (a) to elect the Chief Executive Officer of Loews to the Board of the Company pursuant to Section 4.5.2 of the Companys certificate of incorporation (the CEO Director) and (b) to remove the CEO Director if at any time the person serving as CEO Director ceases to be the Chief Executive Officer of Loews.
2.2. Significant Transactions. Each Management Stockholder agrees to cast all votes to which such Management Stockholder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Requisite Stockholder Majority may instruct by written notice to approve any sale, recapitalization, merger, consolidation, reorganization or any other transaction or series of transactions involving the Company or its subsidiaries (or all or any portion of their respective assets) in connection with, or in furtherance of, the exercise by the Requisite Stockholder Majority of their rights under Section 4.2. Each Management Stockholder hereby grants to the Company an irrevocable proxy coupled with an interest to vote, including in any action by written consent, such Management Stockholders Shares in accordance with such Management Stockholders agreements contained in this Section 2.2, which proxy shall be valid and remain in effect until the provisions of this Section 2.2 expire pursuant to Section 2.5.
2.3. Consent to Amendment. Each Management Stockholder agrees to cast all votes to which such Management Stockholder is entitled in respect of the Company Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Requisite Stockholder Majority may instruct by written notice to increase the number of authorized shares of Class A-4 Common Stock to the extent necessary to permit the Company to comply with the provisions of its certificate of incorporation with respect to the conversion of shares of Class A-1 Common Stock, Class A-2 Common Stock, Class A-3 Common Stock and Class L Common Stock into shares of Class A-4 Common Stock. Each Management Stockholder hereby grants to each member of such Requisite Stockholder Majority an irrevocable proxy coupled with an interest to vote, including in any action by written consent, such Management Stockholders Shares in accordance with such Management Stockholders agreements contained in this Section 2.3, which proxy shall be valid and remain in effect until the provisions of this Section 2.3 expire pursuant to Section 2.5.
2.4. The Company and Midco. The Company and Midco will not give effect to any action by any Management Stockholder or any other Person which is in contravention of this Section 2.
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