INDENTURE DATED AS OF JULY 30, 2004

Indenture Agreement

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LCE ACQUISITION CORPORATION | LCE ACQUISITIONSUB, INC | LCE MEXICAN HOLDINGS, INC | LOEWS CINEPLEX ENTERTAINMENT CORPORATION | US BANK NATIONAL ASSOCIATION

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Title: INDENTURE DATED AS OF JULY 30, 2004
Governing Law: New York Date: 4/18/2005
Law Firm: Ropes Gray

Search Indenture Agreement by:

Indenture Dated as of July 30, 2004

Exhibit 4.1

EXECUTION COPY

LCE ACQUISITION CORPORATION

to be merged with and into

LOEWS CINEPLEX ENTERTAINMENT CORPORATION,

as the Issuer

the Guarantors named herein

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

INDENTURE

Dated as of July 30, 2004

9% Senior Subordinated Notes due 2014

CROSS-REFERENCE TABLE


TIA Section		Indenture Section
310(a)(1)		7.10
(a)(2)		7.10
(a)(3)		N.A.
(a)(4)		N.A.
(a)(5)		7.08; 7.10
(b)		7.08; 7.10; 12.02
(c)		N.A.
311(a)		7.11
(b)		7.11
(c)		N.A.
312(a)		2.05
(b)		12.03
(c)		12.03
313(a)		7.06
(b)(1)		7.06
(b)(2)		7.06
(c)		7.06; 12.02
(d)		7.06
314(a)		4.06; 4.17
(b)		N.A.
(c)(1)		7.02; 12.04; 12.05
(c)(2)		7.02; 12.04; 12.05
(c)(3)		N.A.
(d)		N.A.
(e)		12.05
(f)		N.A.
315(a)		7.01
(b)		7.05
(c)		7.01
(d)		6.05; 7.01(c)
(e)		6.11
316(a)(last sentence)		2.09
(a)(1)(A)		6.05
(a)(1)(B)		6.04
(a)(2)		9.02
(b)		6.07
(c)		9.05
317(a)(1)		6.08
(a)(2)		6.09
(b)		2.04
318(a)		12.01
(c)		12.01

N.A. means Not Applicable

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a part of this Indenture.

TABLE OF CONTENTS


		Page
ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE		1

SECTION 1.01.	Definitions	1
SECTION 1.02.	Other Definitions	40
SECTION 1.03.	Incorporation by Reference of TIA	42
SECTION 1.04.	Rules of Construction	42

ARTICLE TWO

THE NOTES		44

SECTION 2.01.	Form, Dating and Terms	44
SECTION 2.02.	Execution and Authentication	50
SECTION 2.03.	Registrar and Paying Agent	51
SECTION 2.04.	Paying Agent To Hold Assets in Trust	52
SECTION 2.05.	Holder Lists	53
SECTION 2.06.	Transfer and Exchange	53
SECTION 2.07.	Replacement Notes	57
SECTION 2.08.	Outstanding Notes	57
SECTION 2.09.	Treasury Notes	58
SECTION 2.10.	Temporary Notes	58
SECTION 2.11.	Cancellation	58
SECTION 2.12.	Defaulted Interest	59
SECTION 2.13.	CUSIP, ISIN and “Common Code” Numbers	59
SECTION 2.14.	Deposit of Moneys	59
SECTION 2.15.	Computation of Interest	60
SECTION 2.16.	Calculation of Principal Amount of Notes	60

ARTICLE THREE

REDEMPTION		60

SECTION 3.01.	Notices to Trustee	60
SECTION 3.02.	Selection of Notes To Be Redeemed	60
SECTION 3.03.	Notice of Redemption	61
SECTION 3.04.	Effect of Notice of Redemption	62
SECTION 3.05.	Deposit of Redemption Price	62
SECTION 3.06.	Notes Redeemed in Part	63

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		Page
ARTICLE FOUR

COVENANTS		63

SECTION 4.01.	Payment of Notes	63
SECTION 4.02.	Maintenance of Office or Agency	63
SECTION 4.03.	Corporate Existence	64
SECTION 4.04.	Payment of Taxes and Other Claims	64
SECTION 4.05.	Maintenance of Properties and Insurance	64
SECTION 4.06.	Compliance Certificate; Notice of Default	65
SECTION 4.07.	Compliance with Laws	65
SECTION 4.08.	Waiver of Stay, Extension or Usury Laws	65
SECTION 4.09.	Change of Control	66
SECTION 4.10.	Incurrence of Indebtedness and Issuance of Preferred Stock	69
SECTION 4.11.	Restricted Payments	75
SECTION 4.12.	Liens	83
SECTION 4.13.	Asset Sales	83
SECTION 4.14.	Transactions with Affiliates	87
SECTION 4.15.	Dividend and Other Payment Restrictions Affecting Subsidiaries	90
SECTION 4.16.	Additional Guarantees	92
SECTION 4.17.	Reports to Holders	93
SECTION 4.18.	Limitation on Layering	94
SECTION 4.19.	Business Activities	94
SECTION 4.20.	Payments for Consent	94

ARTICLE FIVE

SUCCESSOR CORPORATION		95

SECTION 5.01.	Merger, Consolidation, or Sale of Assets	95

ARTICLE SIX

DEFAULT AND REMEDIES		97

SECTION 6.01.	Events of Default	97
SECTION 6.02.	Acceleration	99
SECTION 6.03.	Other Remedies	100
SECTION 6.04.	Waiver of Defaults	100
SECTION 6.05.	Control by Majority	101
SECTION 6.06.	Limitation on Suits	101
SECTION 6.07.	Rights of Holders To Receive Payment	102
SECTION 6.08.	Collection Suit by Trustee	102
SECTION 6.09.	Trustee May File Proofs of Claim	102
SECTION 6.10.	Priorities	103
SECTION 6.11.	Undertaking for Costs	103

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		Page
ARTICLE SEVEN

TRUSTEE		103

SECTION 7.01.	Duties of Trustee	103
SECTION 7.02.	Rights of Trustee	105
SECTION 7.03.	Individual Rights of Trustee	106
SECTION 7.04.	Trustee’s Disclaimer	107
SECTION 7.05.	Notice of Default	107
SECTION 7.06.	Reports by Trustee to Holders	107
SECTION 7.07.	Compensation and Indemnity	108
SECTION 7.08.	Replacement of Trustee	109
SECTION 7.09.	Successor Trustee by Merger, Etc.	110
SECTION 7.10.	Eligibility; Disqualification	110
SECTION 7.11.	Preferential Collection of Claims Against the Issuer	111

ARTICLE EIGHT

DISCHARGE OF INDENTURE; DEFEASANCE		111

SECTION 8.01.	Termination of the Issuer’s Obligations	111
SECTION 8.02.	Legal Defeasance and Covenant Defeasance	112
SECTION 8.03.	Conditions to Legal Defeasance or Covenant Defeasance	114
SECTION 8.04.	Application of Trust Money	115
SECTION 8.05.	Repayment to the Issuer	116
SECTION 8.06.	Reinstatement	116

ARTICLE NINE

AMENDMENTS, SUPPLEMENTS AND WAIVERS		117

SECTION 9.01.	Without Consent of Holders	117
SECTION 9.02.	With Consent of Holders	118
SECTION 9.03.	Effect on Senior Debt	119
SECTION 9.04.	Compliance with TIA	119
SECTION 9.05.	Revocation and Effect of Consents	119
SECTION 9.06.	Notation on or Exchange of Notes	120
SECTION 9.07.	Trustee To Sign Amendments, Etc.	121

ARTICLE TEN

SUBORDINATION OF SECURITIES		121

SECTION 10.01.	Notes Subordinated to Senior Debt	121
SECTION 10.02.	Suspension of Payment When Designated Senior Debt Is in Default	122

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		Page
SECTION 10.03.	Notes Subordinated to Prior Payment of All Senior Debt on Dissolution, Liquidation or Reorganization of the Issuer	123
SECTION 10.04.	Payments May Be Made Prior to Dissolution	125
SECTION 10.05.	Holders To Be Subrogated to Rights of Holders of Senior Debt	125
SECTION 10.06.	Obligations of the Issuer Unconditional	126
SECTION 10.07.	Notice to Trustee	126
SECTION 10.08.	Reliance on Judicial Order or Certificate of Liquidating Agent	127
SECTION 10.09.	Trustee’s Relation to Senior Debt	127
SECTION 10.10.	Subordination Rights Not Impaired by Acts or Omissions of the Issuer or Holders of Senior Debt	127
SECTION 10.11.	Noteholders Authorize Trustee To Effectuate Subordination of Notes	128
SECTION 10.12.	This Article Ten Not To Prevent Events of Default	128
SECTION 10.13.	Trustee’s Compensation Not Prejudiced	129

ARTICLE ELEVEN

GUARANTEES		129

SECTION 11.01.	Unconditional Guarantee	129
SECTION 11.02.	Subordination of Guarantee	130
SECTION 11.03.	Limitation on Guarantor Liability	130
SECTION 11.04.	Execution and Delivery of Guarantee for Future Guarantors	131
SECTION 11.05.	Release of a Guarantor	131
SECTION 11.06.	Waiver of Subrogation	133
SECTION 11.07.	Immediate Payment	134
SECTION 11.08.	No Setoff	134
SECTION 11.09.	Guarantee Obligations Absolute	134
SECTION 11.10.	Guarantee Obligations Continuing	134
SECTION 11.11.	Guarantee Obligations Not Reduced	134
SECTION 11.12.	Guarantee Obligations Reinstated	135
SECTION 11.13.	Guarantee Obligations Not Affected	135
SECTION 11.14.	Waiver	136
SECTION 11.15.	No Obligation To Take Action Against the Issuer	137
SECTION 11.16.	Dealing with the Issuer and Others	137
SECTION 11.17.	Default and Enforcement	137
SECTION 11.18.	Amendment, Etc.	138
SECTION 11.19.	Acknowledgment	138
SECTION 11.20.	Costs and Expenses	138
SECTION 11.21.	No Merger or Waiver; Cumulative Remedies	138
SECTION 11.22.	Guarantee in Addition to Other Guarantee Obligations	138
SECTION 11.23.	Severability	139
SECTION 11.24.	Successors and Assigns	139

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		Page
ARTICLE TWELVE

MISCELLANEOUS		139

SECTION 12.01.	TIA Controls	139
SECTION 12.02.	Notices	139
SECTION 12.03.	Communications by Holders with Other Holders	141
SECTION 12.04.	Certificate and Opinion as to Conditions Precedent	141
SECTION 12.05.	Statements Required in Certificate or Opinion	141
SECTION 12.06.	Rules by Trustee, Paying Agent, Registrar	142
SECTION 12.07.	Legal Holidays	142
SECTION 12.08.	Governing Law	142
SECTION 12.09.	No Adverse Interpretation of Other Agreements	142
SECTION 12.10.	No Recourse Against Others	142
SECTION 12.11.	Successors	143
SECTION 12.12.	Duplicate Originals	143
SECTION 12.13.	Severability	143

Signatures		S-1



EXHIBITS

Exhibit A	-	Form of Initial Note	A-1
Exhibit B	-	Form of Legend for Rule 144A Notes and Other Notes That Are Restricted Notes	B-1
Exhibit C	-	Form of Legend for Regulation S Note	C-1
Exhibit D	-	Form of Legend for Global Note	D-1
Exhibit E	-	Form of Non-Distribution Letter for Institutional Accredited Investors	E-1
Exhibit F	-	Form of Certificate To Be Delivered in Connection with Transfers Pursuant to Regulation S	F-1
Exhibit G	-	Form of Indenture Supplement to add Notes Guarantor	G-1
Exhibit H	-	Guarantors	H-1

Note:

This Table of Contents shall not, for any purpose, be deemed to be a part of this Indenture.

-v-

INDENTURE dated as of July 30, 2004 between LCE Acquisition Corporation, a Delaware corporation which will be merged with and into Loews Cineplex Entertainment Corporation, a Delaware corporation, with Loews Cineplex Entertainment Corporation continuing as the surviving corporation (the “Issuer”), the Guarantors (as defined herein) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

For and in consideration of the premises and the purchase of the Notes by the Holders thereof, each party hereto covenants and agrees as follows for the benefit of the other parties and for the equal and ratable benefit of all Holders of (i) the Issuer’s 9% Senior Subordinated Notes, Series A, due 2014, issued on the date hereof and the guarantees thereof by certain of the Issuer’s Subsidiaries (the “Initial Notes”), (ii) if and when issued in accordance with the terms of this Indenture, an unlimited principal amount of additional 9% Senior Subordinated Notes, Series A, due 2014 in a non-registered offering or 9% Senior Subordinated Notes, Series B, due 2014 in a registered offering of the Issuer, and the guarantees thereof by certain of the Issuer’s Subsidiaries that may be offered from time to time subsequent to the Issue Date (the “Additional Notes”) and (iii) if and when issued in accordance with the terms of this Indenture, the Issuer’s 9% Senior Subordinated Notes, Series B, due 2014 and the guarantees thereof by certain of the Issuer’s Subsidiaries that may be issued from time to time in exchange for Initial Notes or any Additional Notes in an offer registered under the Securities Act as provided in a Registration Rights Agreement (as hereinafter defined, the “Exchange Notes,” and together with the Initial Notes and Additional Notes, the “Notes”).

ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

Set forth below are certain defined terms used in this Indenture.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and

(2) Indebtedness secured by an existing Lien encumbering any asset acquired by such specified Person.

“Additional Interest” has the meaning set forth in the Registration Rights Agreement.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Agent” means any Registrar, Paying Agent or co-Registrar.

“amend” means amend, modify, supplement, restate or amend and restate, including successively; and “amending” and “amended” have correlative meanings.

“asset” means any asset or property, whether real, personal or other, t