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Exhibit 10.7  


PURCHASE AND SALE AGREEMENT  


BY AND BETWEEN  


UNITED ARTISTS THEATRE CIRCUIT, INC.  


AS SELLER,  


AND  


BOARDWALK VENTURES, LLC  


AS PURCHASER  


DATED AS OF OCTOBER 11, 2005  








   TABLE OF CONTENTS  



	

ARTICLE I DEFINITIONS	
 	

2
	 	Section 1.1	 	Definitions	 	2
	

ARTICLE II PURCHASE AND SALE; ASSUMPTION OF LIABILITIES	
 	

8
	 	Section 2.1	 	Purchase and Sale	 	8
	 	Section 2.2	 	Excluded Property	 	9
	 	Section 2.3	 	Option to Purchase Inventory	 	9
	 	Section 2.4	 	Assumed Liabilities	 	10
	 	Section 2.5	 	Retained Liabilities	 	10
	 	Section 2.6	 	Letter of Credit	 	10
	 	Section 2.7	 	Guaranty	 	11
	

ARTICLE III PURCHASE PRICE	
 	

11
	 	Section 3.1	 	Purchase Price	 	11
	 	Section 3.2	 	Earnest Money	 	11
	 	Section 3.3	 	Payment of Purchase Price	 	12
	 	Section 3.4	 	Cross-Termination	 	12
	

ARTICLE IV LIMITED INSPECTION OF LEVERAGE LEASED THEATER	
 	

13
	 	Section 4.1	 	Limited Inspection	 	13
	 	Section 4.2	 	Release and Indemnification	 	13
	 	Section 4.3	 	Insurance	 	14
	

ARTICLE V TITLE TO THE PROPERTY	
 	

14
	 	Section 5.1	 	Conveyance of the Transferred Property	 	14
	

ARTICLE VI CONDITION OF THE PROPERTY	
 	

14
	 	Section 6.1	 	PROPERTY SOLD "AS IS"	 	14
	 	Section 6.2	 	LIMITATION ON REPRESENTATIONS AND WARRANTIES	 	15
	 	Section 6.3	 	RELIANCE ON DUE DILIGENCE	 	15
	

ARTICLE VII REPRESENTATIONS AND WARRANTIES	
 	

16
	 	Section 7.1	 	Seller's Representations and Warranties	 	16
	 	Section 7.2	 	Purchaser's Representations and Warranties	 	18
	 	Section 7.3	 	No Representations, Warranties or Personal Liability of the Owner Parties	 	19
	

ARTICLE VIII COVENANTS	
 	

19
	 	Section 8.1	 	Confidentiality	 	19
	 	Section 8.2	 	Conduct of the Business	 	19
	 	Section 8.3	 	Licenses and Permits	 	20
	 	Section 8.4	 	Employees	 	20
	 	Section 8.5	 	Gift Certificates; Discounted Movie Tickets	 	20
	

ARTICLE IX CLOSING CONDITIONS	
 	

20
	 	Section 9.1	 	Purchaser Closing Conditions	 	20
	 	Section 9.2	 	The Seller Closing Conditions	 	21
	 	Section 9.3	 	Frustration of Closing Conditions	 	21
	

ARTICLE X CLOSING; POST-CLOSING RIGHT OF FIRST REFUSAL AND PURCHASE RIGHT WITH RESPECT TO ADDITIONAL LEASED THEATERS AND R&S SHARES	
 	

22
	 	Section 10.1	 	Closing Date	 	22
	 	Section 10.2	 	Closing Deliveries	 	22
	 	 	 	 	 





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	 	Section 10.3	 	Possession; Removal Work	 	23
	 	Section 10.4	 	Right of First Refusal	 	23
	 	Section 10.5	 	Right to Purchase	 	25
	 	Section 10.6	 	Conduct of the Seller's Business with respect to Additional Leased Theaters and the R&S Theater	 	26
	 	Section 10.7	 	Seller's Reservation	 	26
	

ARTICLE XI PRORATIONS AND EXPENSES	
 	

26
	 	Section 11.1	 	Closing Statement	 	26
	 	Section 11.2	 	Prorations	 	27
	 	Section 11.3	 	Transaction Costs	 	27
	

ARTICLE XII DEFAULT AND REMEDIES	
 	

28
	 	Section 12.1	 	Seller's Default	 	28
	 	Section 12.2	 	Seller's Right to Cure	 	28
	 	Section 12.3	 	Purchaser's Default	 	28
	 	Section 12.4	 	LIQUIDATED DAMAGES	 	29
	

ARTICLE XIII RISK OF LOSS	
 	

29
	 	Section 13.1	 	Casualty	 	29
	 	Section 13.2	 	Condemnation	 	30
	

ARTICLE XIV SURVIVAL, INDEMNIFICATION AND RELEASE	
 	

31
	 	Section 14.1	 	Survival	 	31
	 	Section 14.2	 	Indemnification by Seller	 	31
	 	Section 14.3	 	Indemnification by Purchaser	 	32
	 	Section 14.4	 	Limitations on Indemnification Obligations	 	32
	 	Section 14.5	 	Indemnification Procedure	 	32
	 	Section 14.6	 	Exclusive Remedy for Indemnification Loss	 	33
	 	Section 14.7	 	RELEASE OF SELLER FOR VIOLATIONS OF APPLICABLE LAW.	 	33
	

ARTICLE XV MISCELLANEOUS PROVISIONS	
 	

33
	 	Section 15.1	 	Notices	 	33
	 	Section 15.2	 	No Recordation	 	34
	 	Section 15.3	 	Time is of the Essence	 	35
	 	Section 15.4	 	Assignment	 	35
	 	Section 15.5	 	Successors and Assigns	 	35
	 	Section 15.6	 	Third Party Beneficiaries	 	35
	 	Section 15.7	 	GOVERNING LAW	 	35
	 	Section 15.8	 	Rules of Construction	 	35
	 	Section 15.9	 	No Severability	 	36
	 	Section 15.10	 	Waiver of Trial by Jury	 	36
	 	Section 15.11	 	Prevailing Party	 	36
	 	Section 15.12	 	Incorporation of Recitals, and Exhibits	 	36
	 	Section 15.13	 	Entire Agreement	 	36
	 	Section 15.14	 	Amendments, Waivers and Termination of Agreement	 	36
	 	Section 15.15	 	Not an Offer	 	36
	 	Section 15.16	 	Execution of Agreement	 	36




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LIST OF EXHIBITS  



	Exhibit A	 	Leases
	Exhibit B	 	Legal Description of Owned Theater
	Exhibit C	 	Additional Leases; R&S Lease
	Exhibit D	 	FF&E
	Exhibit E	 	Form of Letter of Credit
	Exhibit F	 	Form of Guaranty
	Exhibit G	 	Form of Owned Theater Deed
	Exhibit H	 	Form of Assignment and Assumption Agreement

Form of Hattiesburg Assignment and Assumption Agreement
	Exhibit I	 	Form of Bill of Sale
	Exhibit J	 	Form of Additional Purchase Agreement
	Exhibit K	 	Allocated Values for Additional Leased Theaters and R&S Theater











EXECUTION COPY  


 
  PURCHASE AND SALE AGREEMENT    
    



        THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and
entered into as of this 11th day of October, 2005 (the "Effective Date"), by and between UNITED ARTISTS THEATRE
CIRCUIT, INC., a Maryland corporation ("Seller"), and BOARDWALK VENTURES,
LLC, a Louisiana limited liability company ("Purchaser"). Seller and Purchaser are sometimes referred to herein individually as
a "Party", and collectively as the "Parties". 


WITNESSETH:  


        WHEREAS, Seller possesses a leasehold interest in and to the Leverage Leased Theater (hereinafter defined) pursuant to that certain Lease dated
December 13, 1995 by and between Seller, as tenant, and Wilmington Trust Company, a Delaware banking corporation, William J. Wade, an individual, not in their individual capacities but solely
as the Owner Trustee under a Trust Agreement dated December 13, 1995, as landlord (the "Fee Holder" and collectively with the Owner Participant,
Remainderman Trustee, Remainderman Participant (each as defined therein), the "Owner Parties"), as amended by that certain Amendment to Leverage Lease
Facility and Second Supplemental Indenture dated March 7, 2001 (as amended, the "Leverage Lease"); 


        WHEREAS,
Seller possesses leasehold interests in and to the Leased Theaters (hereinafter defined), pursuant to the Leases (hereinafter defined), as more specifically described in this
Agreement; 


        WHEREAS,
Seller is the owner of the Owned Theater (hereinafter defined), as more specifically described in this Agreement; 



        WHEREAS,
Seller possesses leasehold interests in and to the Additional Leased Theaters (hereinafter defined), pursuant to the Additional Leases (hereinafter defined), as more
specifically described in this Agreement; 


        WHEREAS,
Seller owns fifty-one percent (51%) of the aggregate, issued and outstanding capital stock (the "R&S Shares") of R&S
Theaters, Inc., a Mississippi closely-held corporation ("R&S"), and R&S possesses a leasehold interest in and to the R&S Theater
(hereinafter defined) pursuant to the R&S Lease (hereinafter defined); 



        WHEREAS,
contemporaneous herewith, Seller and Purchaser entered into that certain Purchase Agreement with respect to the purchase by Purchaser and sale by Seller of the Leverage Leased
Theater (the "Lafayette Purchase Agreement"); 


        WHEREAS,
on June 30, 2005, Seller and VSS-Southern Theatres, LLC ("VSS-Southern"), an affiliate of Southern
Theatres, LLC, a Louisiana limited liability company ("Guarantor"), entered into that certain Letter Agreement with respect to the purchase and sale of
certain personal property located at the Westgate Theater (hereinafter defined), which has been or will be assigned by VSS-Southern to Purchaser (the "Westgate
Letter Agreement" and, together with the Lafayette Purchase Agreement, the "Related Purchase Agreements"); 


        WHEREAS,
Seller desires to (i) assign to Purchaser the Leases, (ii) sell to Purchaser the Owned Theater, (iii) cause the sale by the Owner Parties to Purchaser of
the Leverage Leased Theater, and (iv) grant Purchaser a right of first refusal and a right to purchase with respect to (A) the Additional Leases and (B) the R&S Shares, and
Purchaser desires to (w) assume from Purchaser the Leases, (x) purchase the Owned Theater, (y) purchase the Leverage Leased Theater, and (z) acquire from Seller a right of
first refusal and a right to purchase with respect to (A) the Additional Leases and (B) the R&S Shares, all on the terms and subject to the conditions set forth in this Agreement; and 


        WHEREAS,
as a material inducement to Seller's execution and delivery of this Agreement, Guarantor has agreed to join in the execution of this Agreement with respect to the delivery of
the Guaranty (hereinafter defined) and certain indemnity obligations hereinafter set forth. 







 



        NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement and the Related Purchase Agreements, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows: 


ARTICLE I  


 DEFINITIONS  


        Section
1.1    Definitions.    In addition to the terms defined above in the introduction and recitals to this
Agreement, which recitals are herby incorporated herein and made a part of this Agreement, the following terms when used in this Agreement shall have the meanings set forth in this Section 1.1. 


        "Additional Leased Theaters" means those certain real properties commonly known as (1) Westbrook 4 Theaters, located at 454
Brookway Boulevard, Brookhaven, Mississippi; (2) Sawmill Square 5 Theaters, located at 910 Sawmill Road, Laurel, Mississippi; (3) Natchez Mall 4 Theaters,
350 John R. Junkin Drive, Natchez, Mississippi; and (4) Lee Hill 6 Theaters, located at 1350 Boone Street, Leesville, Louisiana. 



        "Additional Leases" means those certain lease agreements relating to the Additional Leased Theaters, descriptions of which are set forth
in Exhibit "C" attached hereto. 


        "Additional Personal Property" means all furniture, fixtures, equipment, inventory (to the extent Purchaser elects to purchase same),
licenses, permits, plans and specifications and other personal or moveable property relating to the Additional Leased Theaters and described in any Offer or Additional Purchase Agreement, as the case
may be. 


        "Additional Purchase Agreement" has the meaning set forth in Section 10.5(a). 


        "Affiliate" means, with respect to the Person in question, any other Person that, directly or indirectly, owns or controls, is controlled
by or is under common control with, the Person in question. For the purposes of this definition, the term "control" and its derivations means having the power, directly or indirectly, to direct the
management, policies or general conduct of business of the Person in question, whether by the ownership of voting securities, contract or otherwise. 



        "Agreement" has the meaning set forth in the introductory paragraph. 


        "Alpha" has the meaning set forth in Section 4.1. 


        "Anti-Terrorism Laws" means Executive Order 13224 issued by the President of the United States, the USA PATRIOT Act, and all
other present and future Applicable Laws addressing or in any way relating to terrorist acts and acts of war. 


        "Applicable Law" means (i) all statutes, laws, common law, rules, regulations, ordinances, codes or other legal requirements of any
Governmental Authority, and (ii) any judgment, injunction, order or other similar requirement of any court or other adjudicatory authority, in effect at the time in question and in each case to
the extent the Person or property in question is subject to or required to comply with the same. 


        "Assignment and Assumption Agreement" has the meaning set forth in Section 5.1. 


        "Assumed Liabilities" has the meaning set forth in Section 2.4. 


        "Bill of Sale" has the meaning set forth in Section 5.1. 



        "Business" means the exhibition of motion pictures and all ancillary activities conducted at the Theaters (but not elsewhere)  or, solely with respect to the covenant set
forth in Section 10.6, the Additional Leased Theaters and the R&S Theater (but not elsewhere),
including, without limitation, 


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(i) the
exhibition in the Theaters (or the Additional Leased Theaters and the R&S Theater, as the case may be) of motion pictures, television, video, vaudeville, dramatic, opera, concert,
lectures, or theatrical performances or similar entertainment, (ii) the operation of, or license or rental of, concession areas within the Theaters (or the Additional Leased Theaters and the
R&S Theater, as the case may be), (iii) the operation of, or license or rental of, other areas of the Theaters (or the Additional Leased Theaters and the R&S Theater, as the case may be) for
incidental retail use, (iv) the maintenance and repair of the Theaters (or the Additional Leased Theaters and the R&S Theater, as the case may be) and all personal and moveable property located
therein, and (v) the payment of Taxes. 


        "Business Day" means any day other than a Saturday, Sunday or federal legal holiday. 


        "Casualty" has the meaning set forth in Section 13.1. 


        "Closing" has the meaning set forth in Section 10.1. 


        "Closing Date" has the meaning set forth in Section 10.1. 


        "Closing Statement" has the meaning set forth in Section 11.1. 



        "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any regulations, rulings and guidance issued by the
Internal Revenue Service. 


        "Condemnation" has the meaning set forth in Section 13.2. 


        "Confidentiality Agreement" means that certain Confidentiality Agreement
dated                        , 2005, by and between Seller and Purchaser
(or an Affiliate thereof). 


        "Contracts" has the meaning set forth in Section 2.2(d). 


        "Cut-Off Time" has the meaning set forth in Section 11.2. 


        "Credit Rating" means the senior unsecured debt rating issued by S&P or Moody's. All references to specific levels of a Credit Rating mean
such rating with a "stable" or "positive" outlook, but not a "negative" outlook or "on watch" associated with such rating. 


        "Earnest Money" has the meaning set forth in Section 3.2(b). 


        "Effective Date" has the meaning set forth in the introductory paragraph. 


        "Employees" means, at the time in question, all natural persons employed full-time or part-time at the Theaters by
Seller or any of their Affiliates. 


        "Escrow Agreement" has the meaning set forth in Section 3.2(b). 


        "Excluded Property" has the meaning set forth in Section 2.2. 


        "Fee Holder" has the meaning set forth in the recitals. 


        "FF&E" has the meaning set forth in Section 2.1(d)(i). 



        "Governmental Authority" means any federal, state or local government or other political subdivision thereof, including, without
limitation, any Person exercising executive, legislative, judicial, regulatory or administrative governmental powers or functions, in each case to the extent the same has jurisdiction over the Person
or property in question. 


        "Guarantor" has the meaning set forth in the recitals. 


        "Guaranty" has the meaning set forth in Section 2.7. 


        "Hattiesburg Assignment and Assumption Agreement" has the meaning set forth in Section 5.1. 


        "Hattiesburg Lease" means that certain lease agreement relating to the Hattiesburg Theater. 


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        "Hattiesburg Lease Obligations" mean, at any date, any covenant, agreement, condition, term or obligation to be complied with and
performed by Seller or Purchaser as the successor-in-interest to Seller, as tenant, under (i) the Hattiesburg Lease, and (ii) the Hattiesburg Assignment and
Assumption Agreement. 


        "Hattiesburg Theater" means that certain real property commonly known as Turtle Creek 9 Theaters, located at 1000 Turtle Creek Drive,
Hattiesburg, Mississippi. 


        "Indemnification Claim" has the meaning set forth in Section 14.5(a). 



        "Indemnification Loss" means, with respect to any Indemnitee, any actual (and not contingent) liability, damage (but expressly excluding
any consequential, punitive, exemplary and treble damages), loss, cost or expense, including, without limitation, reasonable attorneys fees and expenses and court costs, incurred by such Indemnitee as
a result of the act, omission or occurrence in question. 


        "Indemnitee" has the meaning set forth in Section 14.5(a). 


        "Indemnitor" has the meaning set forth in Section 14.5(a). 


        "Initial Face Amount" has the meaning set forth in Section 2.6. 


        "Inspection Period" has the meaning set forth in Section 4.1. 


        "Inspections" means the Phase II together with the examinations, tests, investigations and studies of the Transferred Property, the
Additional Leased Theaters, the Additional Personal Property, and the R&S Theater conducted by Purchaser prior to the Effective Date. 


        "Inventory" has the meaning set forth in Section 2.2(b). 


        "Issuer" has the meaning set forth in Section 2.6. 


        "Knowledge" means (i) with respect to Seller, the actual knowledge of John F. Roper, Vice President for Seller, or
Gerald M. Grewe, Vice President of Real Estate for Regal Entertainment Group, without any duty of inquiry or investigation, and expressly excluding the knowledge of any other shareholder,
partner, member, trustee, beneficiary, director, officer, manager, employee, agent or representative of Seller or any of their Affiliates, and (ii) with respect to Purchaser, (A) the
actual knowledge of George Solomon, the manager of Purchaser, and expressly excluding the knowledge of any other shareholder, partner, member, trustee, beneficiary, director, officer, manager,
employee, agent or representative of Purchaser or any of its Affiliates, (B) any matter disclosed in any exhibits to this Agreement, (C) any matter disclosed in any of the Seller Due
Diligence Materials or any other documents or materials provided by Seller or any third-party to Purchaser prior to the Effective Date, and (D) any matter disclosed by the Inspections. For the
purposes of this definition, the term "actual knowledge" means,
with respect to any person, the conscious awareness of such person at the time in question, and expressly excludes any constructive or implied knowledge of such person. 


        "Lafayette Purchase Agreement" has the meaning set forth in the recitals. 


        "Landlord Liens" means any contractual, statutory, or common law lien of any Landlord in and to any assets of Seller with respect to any
of the Leased Theaters. 


        "Landlords" means any of the landlords under the Leases. 


        "Lease Obligations" means, at any date, any covenant, agreement, condition, term or obligation to be complied with and performed by Seller
or Purchaser as the successor-in-interest to Seller, as tenant, or by R&S (as the case may be) under (i) any Lease, (ii) any Additional Lease (to the extent
assumed by Purchaser), (iii) the Assignment and Assumption Agreement, (iv) the Hattiesburg Assignment and Assumption Agreement, (v) any assignment and assumption agreement with
respect to the Additional 


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Leases
as provided herein or in the Additional Purchase Agreement, and (vi) the R&S Lease (to the extent Purchaser acquires the R&S Shares as provided herein). 


        "Leases" means those certain lease agreements relating to the Leased Theaters, descriptions of which are set forth in  Exhibit "A" attached hereto. 



        "Leased Theaters" means those certain real properties commonly known as (1) Turtle Creek 9 Theaters, located at
1000 Turtle Creek Drive, Hattiesburg, Mississippi; (2) Northgate 8 Theaters, 100 Castille Street, Lafayette, Louisiana; and (3) the New Iberia Theater. 


        "Letter of Credit" has the meaning set forth in Section 2.6. 


        "Letter of Intent" means that certain letter of intent dated March 11, 2005, between Seller and Guarantor, as amended by that
certain letter of intent dated June 30, 2005, outlining the general terms of the transaction described in this Agreement and the Related Purchase Agreements. 


        "Leverage Lease" has the meaning set forth in the recitals. 


        "Leverage Leased Theater" means that certain real property commonly known as Ambassador 10 Theaters, located at 2315 Kaliste Saloom,
Lafayette, Louisiana, as more particularly described in the Lafayette Purchase Agreement. 



        "Liability" means any liability, obligation, damage, loss, cost or expense of any kind or nature whatsoever, whether accrued or unaccrued,
actual or contingent, known or unknown, foreseen or unforeseen. 


        "Licenses and Permits" has the meaning set forth in Section 2.1(d)(iii). 


        "Material Casualty" has the meaning set forth in Section 13.1(a). 


        "Moody's" means Moody's Investors Services, Inc. and its successors. 



        "New Iberia Lease" means that certain lease agreement relating to the New Iberia Theater, a description of which is set forth in  Exhibit "A" attached hereto.



        "New Iberia Theater" means that certain real property commonly known as Bayou Landing 6 Theaters, located at 1000 Parkview
Drive, Building 6A, New Iberia, Louisiana, as more particularly defined in the New Iberia Lease. 


        "Notice" has the meaning set forth in Section 15.1(a). 


        "Offer" has the meaning set forth in Section 10.4(a). 


        "Ordinary Course of Business" means the ordinary course of business consistent with Seller's past custom and practice for the Business,
taking into account the transaction described in this Agreement and the Related Purchase Agreements and/or Additional Purchase Agreement (as the case may be) and facts and circumstances in existence
from time to time. 


        "Owned Theater Deed" has the meaning set forth in Section 5.1. 



        "Owned Theater" means that certain real property commonly known as Washington Square 4 Theaters, located at 314 
N. Franklin Street, Bastrop, Louisiana, a legal description of which is set forth in Exhibit "B" attached hereto. 


        "Owner Parties" has the meaning set forth in the recitals. 


        "Party" or "Parties" has the meaning set forth in the introductory paragraph. 



        "Permitted Title Exceptions" means those exceptions to title set forth in the Title Commitments. 


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        "Person" means any natural person, corporation, general or limited partnership, limited liability company, association, joint venture,
trust, estate, Governmental Authority or other legal entity, in each case whether in its own or a representative capacity. 


        "Personal Property" has the meaning set forth in Section 2.1(d). 


        "Phase II" has the meaning set forth in Section 4.1. 


        "Plans and Specifications" has the meaning set forth in Section 2.1(d)(iv). 


        "Proprietary Property" has the meaning set forth in Section 2.2(c). 


        "Prorations" has the meaning set forth in Section 11.2. 


        "Purchase Right" has the meaning set forth in Section 10.5(a). 


        "Purchase Right Exercise Notice" has the meaning set forth in Section 10.5(c). 


        "Purchase Right Price" has the meaning set forth in Section 10.5(b). 


        "Purchase Price" has the meaning set forth in Section 3.1. 


        "Purchaser" has the meaning set forth in the introductory paragraph. 


        "Purchaser Closing Condition Failure" has the meaning set forth in Section 12.2. 


        "Purchaser Closing Conditions" has the meaning set forth in Section 9.1(a). 


        "Purchaser Closing Deliveries" has the meaning set forth in Section 10.2(b). 


        "Purchaser Default" has the meaning set forth in Section 12.3. 


        "Purchaser Documents" has the meaning set forth in Section 7.2(b). 


        "Purchaser Indemnitees" means Purchaser and its Affiliates, and each of their respective shareholders, members, partners, trustees,
beneficiaries, directors, officers and employees, and the successors, permitted assigns, legal representatives, heirs and devisees of each of the foregoing. 


        "R&S" has the meaning set forth in the recitals. 


        "R&S Shares" has the meaning set forth in the recitals. 



        "R&S Theater" means that certain real property commonly known as Bonita Lakes 9, located at 1680 Bonita Lakes Circle,
Meridian, Mississippi. 


        "R&S Lease" means that certain Lease dated September 2, 1997, between Bonita Lakes Mall Limited Partnership, a Mississippi limited
partnership, and Seller, which was assigned to R&S pursuant to that certain Assignment and Assumption Agreement dated September 18, 1997, and as amended. 


        "Regal" means the Regal Cinemas, Inc., a Tennessee corporation. 


        "Regal Entity" means Regal and its Affiliates (other than Seller). 


        "Related Purchase Agreements" has the meaning set forth in the recitals. 


        "Removal Period" has the meaning set forth in Section 10.3. 


        "Removal Work" has the meaning set forth in Section 10.3. 


        "Retained Liabilities" has the meaning set forth in Section 2.5. 


        "ROFR" has the meaning set forth in Section 10.4(a). 


        "ROFR Election Notice" has the meaning set forth in Section 10.4(a). 


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        "ROFR Notice" has the meaning set forth in Section 10.4(a). 


        "ROFR/Right to Purchase Term" has the meaning set forth in Section 10.4(a). 


        "S&P" means Standard & Poor's Rating Service and its successors or assigns. 


        "Seller" has the meaning set forth in the introductory paragraph. 


        "Seller Closing Conditions" has the meaning set forth in Section 9.2(a). 


        "Seller Closing Deliveries" has the meaning set forth in Section 10.2(a). 


        "Seller Cure Period" has the meaning set forth in Section 12.2. 


        "Seller Documents" has the meaning set forth in Section 7.1(b). 



        "Seller Due Diligence Materials" means all documents and materials provided by Seller to Purchaser pursuant to the Letter of Intent and
prior to the Effective Date, together with any copies or reproductions of such documents or materials. 


        "Seller Indemnitees" means Seller and its Affiliates, and each of their respective shareholders, members, partners, trustees,
beneficiaries, directors, officers and employees, and the successors, permitted assigns, legal representatives, heirs and devisees of each of the foregoing. 


        "Seller's Possession" means the actual physical possession by, or within reasonable control of Seller;  provided, however,
that any reference in this Agreement to Seller's Possession of any documents or
materials expressly excludes the possession of any such documents or materials that (i) are legally privileged or constitute attorney work product, or (ii) are subject to a
confidentiality agreement or to Applicable Law prohibiting their disclosure by Seller or its Affiliates. 


        "Seller Default" has the meaning set forth in Section 12.1. 



        "Taxes" means any federal, state, local or foreign, real property, personal property, sales, use, ad valorem or similar taxes,
assessments, levies, charges or fees imposed by any Governmental Authority on Seller with respect to any Theater or the Business conducted therein, including, without limitation, any interest, penalty
or fine with respect thereto, but expressly excluding any (i) federal, state, local or foreign income, capital gain, gross receipts, capital stock, franchise, profits, estate, gift or
generation
skipping tax, or (ii) transfer, documentary stamp, recording or similar tax, levy, charge or fee incurred with respect to the transaction described in this Agreement. 



        "Theaters" mean, collectively, the Leverage Leased Theater, the Leased Theaters, and the Owned Theater. 


        "Third-Party Claim" means, with respect to the Person in question, any claim, demand, lawsuit, arbitration or other legal or
administrative action or proceeding against the Person in question by any other Person which is not an Affiliate of the Person in question or which is not a party to this Agreement. 


        "Title Commitments" mean (i) that certain title commitment issued by the Title Company with respect to the Leverage
Leased Theater and identified as Commitment No. 441199COM and (ii) that certain title commitment issued by the Title Company with respect to the Owned Theater and identified as
Commitment No. 441197COM. 


        "Title Company" means Chicago Title Insurance Company, through its offices at 171 North Clark, Chicago, Illinois 60601. 


        "Title Policies" has the meaning set forth in Section 10.2(a)(vi). 


        "Transferred Property" has the meaning set forth in Section 2.1. 


7







 



        "Westgate Deposit" has the meaning set forth in Section 3.2(a). 


        "Westgate Letter Agreement" has the meaning set forth in the recitals. 



        "Westgate Personal Property" means the personal property relating to the Westgate Theater to be sold by Seller to Purchaser pursuant to
the Westgate Letter Agreement, as more particularly described in the Westgate Letter Agreement. 


        "Westgate Theater" means that certain real property commonly known as Westgate Cinema 8, 323 MacArthur Drive, Alexandria,
Louisiana, as more particularly described in the Westgate Letter Agreement. 


ARTICLE II  


 PURCHASE AND SALE; ASSUMPTION OF LIABILITIES  


        Section
2.1    Purchase and Sale.    Subject to the terms and conditions set forth in this Agreement and the Related
Purchase Agreements, the Parties hereby agree as follows: 




        (a)    Leased Theaters.    At Closing, Seller shall assign to Purchaser, and Purchaser shall assume from Seller, all
of Seller's rights and obligations under the Leases, from and after the Closing Date. 


        (b)    Owned Theater.    At Closing, Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the
Owned Theater, together with all rights, privileges, servitudes, and easements appurtenant thereto. 


        (c)    Leverage Leased Theater.    At Closing, subject to the Lafayette Purchase Agreement, Seller shall cause the
Owner Parties to sell to Purchaser, and Purchaser shall purchase from the Owner Parties, the Leverage Leased Theater, together with all rights, privileges, servitudes, and easements appurtenant
thereto, pursuant to the Lafayette Purchase Agreement. 


        (d)    Sale of Personal Property.    At Closing, Seller shall sell, convey, transfer, assign and deliver to Purchaser,
and Purchaser shall purchase and accept from Seller, all right, title and interest of Seller (if any) in and to the following property and assets, free and clear of the interests of Seller or liens of
any third-parties (other than Landlord Liens) (collectively, the "Personal Property"): 



        (i)    FF&E.    All furniture and equipment located at the Theaters as of the Effective Date and set forth on  Exhibit "D"
attached hereto (other than any of the foregoing which is leased to Seller), to the extent the same are transferable by Seller as of
the Closing Date, none of which constitutes Proprietary Property (collectively, the "FF&E"); 


        (ii)    Inventory.    To the extent Purchaser timely elects the option to purchase pursuant to Section 2.3, all
Inventory located at the Theaters to the extent used exclusively in the Business conducted thereon, to the extent the same are transferable by Seller as of the Closing Date, except to the extent same
constitute Proprietary Property; 


        (iii)    Licenses and Permits.    All licenses, permits, consents, authorizations, approvals, registrations and
certificates issued by any Governmental Authority which are held by Seller with respect to the operation of the Theaters, to the extent the same are transferable by Seller as of the Closing Date,
except to the extent same constitute Proprietary Property (collectively, the "Licenses and Permits"); and 





8













  





        (iv)    Plans and Specifications.    All plans and specifications, blue prints, architectural plans, engineering
diagrams and similar items located at the Theaters, if any, which relate exclusively to the Theaters, to the extent the same are transferable by Seller as of the Closing Date, except to the extent
same constitute Proprietary Property, and subject to Seller's right to retain copies of same (collectively, the "Plans and Specifications"). 






        Seller's
interests in the Leased Theaters, the Owned Theater, the Leverage Leased Theater, and the Personal Property, but expressly excluding the Excluded Property (hereinafter defined),
are referred to collectively herein as the "Transferred Property". 


        Section
2.2    Excluded Property.    Notwithstanding anything to the contrary in Section 2.1, the property,
assets, rights and interests set forth in this Section 2.2 (collectively, the "Excluded Property") are excluded from the Transferred Property: 




        (a)    Cash.    Except for deposits expressly included in Section 2.1(f), all cash on hand or on deposit in any
house bank, operating account or other account or reserve maintained in connection with the Business as of the Closing Date; 


        (b)    Inventory.    All candy, popcorn, soda, ice cream, hot dogs and similar concession stock, all paper and plastic
products and similar materials, and all janitorial supplies located at the Theaters and owned by any Regal Entity or Seller, or any Affiliate respectively thereof, and located at the Theaters
(collectively, the "Inventory"), subject to the terms of Section 2.3; 


        (c)    Proprietary Property.    All property bearing the "Regal" or "United Artists" logo or any other logo of any
Regal Entity or Seller, including interior and exterior signs, clocks, uniforms, and any other item bearing such logos; televisions, video cassette recorders, DVD players, training videos, training
DVD's, related audio/visual equipment including video monitors, spare xenons, and surplus booth supplies, plasma screens, satellite dish, server and other digital equipment connected to satellite feed
or used in connection with such satellite dish; software and peripherals; box office and ticketing system software and any electronic ticket kiosks; concession point-of-sale
equipment licensed through ENTEC; all items provided to any Regal Entity or Seller by any beverage vendor or bearing the logo of any beverage vendor, including beverage coolers, dispensing equipment
and cups; items furnished to any Regal Entity or Seller by vendors such as pretzel, nacho or cookie ovens and warmers or ice cream freezers or coolers or other vendor-owned food or drink preparation
and/or storage equipment; video game and vending machines owned by third-parties; Kronos time clock and related software; pay phones; trash dumpster and/or compactor; office supplies, records,
electronic data,
files, reports and like items; and all equipment installed at the Theaters in connection with the digital delivery system, including the satellite dish, digital projectors (but not the 35mm film
projectors), mirror mounts, computers and related equipment, switches, relays, cables, plasma video monitors, and other items used in connection with such digital delivery system (collectively, the
"Proprietary Property"); 


        (d)    Contracts.    All maintenance, service and supply contracts, booking contracts, credit card service agreements,
and all other similar agreements which are held by Seller in connection with the Business, other than the Licenses and Permits, together with all deposits made or held by Seller thereunder
(collectively, the "Contracts"). 





        Section
2.3    Option to Purchase Inventory.    Notwithstanding Section 2.2(b), Purchaser shall have the right
to purchase all, but not less than all, of the Inventory (except to the extent same constitute Proprietary Property) located at the Theaters, as of the Closing Date for a price equal to Seller's
actual cost therefor, which right shall be exercised (if at all) by providing written notice thereof on or prior to two (2) Business Days prior to the Closing Date (the failure to provide such
written notice prior to such date being deemed a waiver of the right to purchase the Inventory), whereupon (y) such Inventory 


9







 

(or
portions thereof) shall form a part of the Personal Property and the Transferred Property to be sold to Purchaser hereunder, and (z) the Purchase Price shall be increased by the
amount equal to Seller's actual cost for such Inventory. On or prior to two (2) Business Days prior to the Closing Date, Seller shall provide Purchaser a written list of Inventory (except to
the extent same constitute Proprietary Property) located at the Theaters and a statement of the actual cost therefor. 



        Section
2.4    Assumed Liabilities.    From and after the Closing Date, Purchaser shall assume all Liabilities arising
from, relating to or in connection with the Transferred Property, subject to Seller's express representations and warranties in Section 7.1 and Seller's indemnity obligations set forth in
Article XIV, including, without limitation, all Liabilities with respect to the condition of the Theaters (regardless of whether such condition existed prior to or after the Closing),
including, without limitation, the design, construction, engineering, maintenance and repair or environmental condition of the Theaters, whether arising prior to or after the Closing Date, but
expressly excluding the Retained Liabilities and Seller's indemnity obligations set forth in Article XIV (the "Assumed Liabilities"). The
Parties' rights and obligations under this Section 2.4 shall survive the Closing. 


        Section
2.5    Retained Liabilities.    From and after the Closing Date, Seller shall retain all Liabilities for
(i) the payment of any amounts accrued but not yet due or payable prior to the Closing Date under the Licenses and Permits, except to the extent Purchaser has received an assignment of the
Licenses and Permits and a credit for such Liabilities under Section 11.2, (ii) the payment of any amounts under any Contracts; (iii) the payment of all Taxes accrued but not yet
due or payable prior to the Closing Date, except to the extent Purchaser has received a credit for such Taxes under Section 11.2, (iv) all bookings (if any) for motion pictures with
respect to the Theaters as of the Closing Date, and (v) any claim for personal injury or property damage to a Person (other than any Purchaser Indemnitee) which injury or damage occurred prior
to the Closing Date and is based on any act, event or omission which occurred
at a Theater during the period of Seller's ownership or tenancy, as the case may be, of such Theater (the "Retained Liabilities"). The Parties' rights
and obligations under this Section 2.5 shall survive the Closing. 



        Section
2.6    Letter of Credit.    To secure the due and punctual performance of all Hattiesburg Lease Obligations
assumed by Purchaser, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, in accordance with the terms of
the Hattiesburg Lease, at Closing Purchaser shall deliver to Seller an irrevocable standby letter of credit in favor of Seller and satisfying the following requirements: (i) it is a sight draft
letter of credit from a financial institution (the "Issuer") acceptable to Seller, in its sole and absolute discretion;  provided, however, any financial institution having a Credit Rating of "A1" or higher from Moody's or
"A+" or higher from S&P; (ii) it has an initial face amount of not less than $2,500,000 (the "Initial Face Amount") and thereafter reduced on
each annual anniversary thereof by an amount equal to one-ninth of the Initial Face Amount; (iii) it has an expiration date of not less than one (1) year from the Closing
Date and thereafter renewed annually through the term of the Hattiesburg Lease at least thirty (30) calendar days prior to the expiration date (and may be drawn on by the holder thereof
if not so renewed); (iv) it is freely assignable by Seller; (v) it may be drawn upon by Seller to the extent necessary to cure any defaults by the tenant (whether or not such tenant
shall be Purchaser) under the Hattiesburg Lease; and (vi) it is otherwise reasonably satisfactory to Seller and is substantially similar to the letter of credit in the form attached hereto as  Exhibit "E" (a letter of credit satisfying the foregoing requirements is herein called a "Letter of
Credit"). If the Issuer ceases to have a Credit Rating of "A+" or higher by S&P or "A1" or higher by Moody's, Purchaser shall, within thirty (30) calendar days of the
rating downgrade, replace the Letter of Credit with one issued by a bank having such rating (and if Purchaser fails to so replace the Letter of Credit within thirty (30) days after such rating
downgrade, and for so long as the Letter of Credit shall not have been replaced, Purchaser may drawn upon the Letter of Credit). Purchaser shall pay any and all costs and expenses associated with
Purchaser's changing the Issuer or substituting a new Letter of Credit for an existing Letter of 


10







 



Credit.
If, at any time after Closing, Purchaser shall procure and deliver to Seller a written, unconditional, irrevocable release from the landlord under the Hattiesburg Lease and/or any other party
to which Seller may be liable thereunder, which release shall be in form and substance reasonably acceptable to Seller, but in any event releasing Seller of all Hattiesburg Lease Obligations howsoever
created, arising or evidenced, whether direct or indirect, absolute or contingent, and regardless of when existing or due, then Purchaser's obligations under this Section 2.6 to provide the
Letter of Credit shall terminate and Purchaser shall cause the termination of the Letter of Credit without cost or liability to Seller. Neither the procurement and delivery of any such release nor the
termination of the Letter of Credit, shall affect the Guaranty (hereinafter defined) and such Guaranty shall remain in full force and effect. This Section 2.6 shall survive Closing. 


        Section
2.7    Guaranty.    To secure the due and punctual performance of all Lease Obligations assumed by Purchaser,
howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, in accordance with the terms thereof, at Closing
Guarantor shall deliver, and Purchaser shall cause Guarantor to deliver, to Seller an unconditional guaranty in the form attached hereto as Exhibit "F" (the "Guaranty"). 


ARTICLE III  


 PURCHASE PRICE  


        Section
3.1    Purchase Price.    The purchase price for the Transferred Property is Five Million Five Hundred
Thousand and 00/100 Dollars ($5,500,000.00) (the "Purchase Price"), which shall be adjusted at Closing as a result of the purchase by Purchaser of the
Inventory pursuant to Section 2.3, the Prorations pursuant to Section 11.2, and as otherwise expressly provided in this Agreement and the Related Purchase Agreements. 


        Section
3.2    Earnest Money.    




        (a)    Westgate Deposit.    The Parties acknowledge that Guarantor has
made a non-refundable deposit to Seller under the Westgate Letter Agreement in an amount equal to ONE HUNDRED TWENTY-FIVE THOUSAND AND 00/100 DOLLARS ($125,000.00) (the
"Westgate Deposit"), and has assigned any interest that Guarantor may have in and to the Westgate
Deposit to Purchaser. 


        (b)    Deposit of Earnest Money.    Prior to or contemporaneous herewith Purchaser has deposited with the
Title Company the amount of ONE HUNDRED THOUSAND AND 00/100 DOLLARS ($100,000.00) (the "Earnest Money"), which shall held by the
Title Company in escrow as earnest money pursuant to that certain Escrow Agreement dated of even date herewith among Seller, Purchaser and the Title Company (the
"Escrow Agreement"). 



        (c)    Investment of Earnest Money.    The Earnest Money shall be invested in accordance with the Escrow Agreement. 


        (d)    Disbursement of Earnest Money to Seller at Closing.    On the Closing Date, Purchaser shall cause the
Title Company to disburse the Earnest Money to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount equal to the Earnest Money disbursed to Seller. If this
Agreement and the Lafayette Purchase Agreement are terminated for any reason and Purchaser is not entitled to a refund of the Earnest Money under an express provision of this Agreement, then Seller
and Purchaser shall provide written notice to the Title Company directing the Title Company to disburse the Earnest Money to Seller no later than two (2) Business Days after such
termination. This Section 3.2(d) shall survive the termination of this Agreement and the Lafayette Purchase Agreement. 




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        (e)    Refund of Earnest Money to Purchaser.    If this Agreement and the Lafayette Purchase Agreement are terminated
and Purchaser is entitled to a refund of the Earnest Money (pursuant to any express provision of this Agreement), then Seller and Purchaser shall provide written notice to the Title Company
directing the Title Company to disburse the Earnest Money to Purchaser no later than two (2) Business Days after such termination. 


        (f)    Refund of Westgate Deposit.    If the Westgate Letter Agreement is terminated and Purchaser is entitled to a
refund of the Westgate Deposit (pursuant to any express provision of this Agreement), then Seller shall return the Westgate Deposit to Purchaser no later than five (5) Business Days after such
termination. 





        Section
3.3    Payment of Purchase Price.    




        (a)    Payment at Closing.    On the Closing Date, Purchaser shall pay to Seller an amount equal to the Purchase Price
(as adjusted pursuant to Section 3.1), less (i) provided that Purchaser shall have consummated the transaction contemplated by the
Westgate Letter Agreement, the Westgate Deposit, and less (ii) the Earnest Money disbursed to Seller. Purchaser shall cause the wire transfer of
funds to be received by Seller and the Title Company, as the case may be, no later than 1:00 p.m. (prevailing Eastern Time) on the Closing Date. If, with respect to the payment of the
Purchase Price at Closing, Seller receives the wire transfer of funds from Purchaser after 1:00 p.m. (prevailing Eastern Time) and are unable to reinvest such funds on the Closing Date, then
the Title Company shall be directed to invest the funds overnight and any interest paid thereon shall be credited to Seller. 


        (b)    Method of Payment.    All amounts to be paid by Purchaser to Seller pursuant to this Agreement shall be paid by
wire transfer of immediately available U.S. federal funds. 





        Section
3.4    Cross-Termination.    If the Lafayette Purchase Agreement or this Agreement shall terminate for any
reason, then (i) this Agreement (in the case of a termination of the Lafayette Purchase Agreement) or the Lafayette Purchase Agreement (in the case of a termination of this Agreement) shall
automatically terminate coincident with such termination of the Lafayette Purchase Agreement or this Agreement (as the case may be), whereupon the Parties shall have no further rights or obligations
under this Agreement and the Lafayette Purchase Agreement, except those which expressly survive such termination, (ii) Seller shall have the right to terminate the Westgate Letter Agreement,
whereupon the Westgate Deposit shall be returned to Purchaser and the Parties shall have no further rights or obligations under the Westgate Letter Agreement, except those which expressly survive such
termination. If the Westgate Letter Agreement shall terminate for any reason, then Seller shall have the right to terminate this Agreement and the Lafayette Purchase Agreement, whereupon the Parties
shall have no further rights or obligations under the Westgate Letter Agreement, except those which expressly survive such termination. If Seller shall terminate the Lafayette Purchase Agreement (and,
by virtue of this Section 3.4, this Agreement) as a result of a Buyer Default (as defined in the Lafayette Purchase Agreement) thereunder, then the Earnest Money shall be disbursed to Seller in
accordance with Section 3.2(d). If Seller shall elect to terminate the Westgate Letter Agreement upon termination of the Lafayette Purchase Agreement (and, by virtue of this Section 3.4,
this Agreement) as a result of a Buyer Default under the Lafayette Purchase Agreement, then the Westgate Deposit shall be refunded to Purchaser in accordance with Section 3.2(f). If Purchaser
shall terminate Lafayette Purchase Agreement (and, by virtue of this Section 3.4, this Agreement) as a result of a Seller Default (as defined and used in the Lafayette Purchase Agreement) or a
default by the Owner Parties thereunder, or any failed contingency referenced in Sections 2 and 3 therein, then the Earnest Money shall be refunded to Purchaser in accordance with
Section 3.2(e). 


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ARTICLE IV  


 LIMITED INSPECTION OF LEVERAGE LEASED THEATER  


        Section
4.1    Limited Inspection.    Subject to the rights of the Owner Parties and the other limitations set forth
in this Agreement, Purchaser, at its sole cost and expense, shall have the right, for the period commencing on the Effective Date and expiring October 21, 2005 (the
"Inspection Period"), to enter onto and cause to be performed by Alpha Testing, Inc. ("Alpha") a
phase II environmental site assessment (the "Phase II") of the Leverage Leased Theater as recommended by Alpha in, and for the limited purposes set
forth in, Section 7 (Findings and Conclusions) of that certain Phase I Environmental Site Assessment of the Leverage Leased Theater dated August 11, 2005, prepared by Alpha and
identified as Alpha Project No. E05765, a true and correct copy of which Phase I has been provided by Purchaser to Seller. Seller shall provide reasonable access to the Leverage Leased Theater
for Alpha to perform the Phase II; provided, however, that (i) Purchaser and/or Alpha shall
provide Seller with at least forty-eight (48) hours prior notice of such access; (ii) Alpha inspectors shall be
coordinated through Seller's representative and accompanied by an employee, agent or representative of Seller; (iii) such access shall not be conducted on a Friday afternoon, Saturday, Sunday
or holiday or during hours in which the Leverage Leased Theater is open for business; (iv) Purchaser or Alpha will be allowed to perform intrusive drilling, coring or other physical
testing in accordance with the scope of work provided by Alpha to Seller and Buyer prior to the Effective Date (and coordinated scheduled with Seller so as to minimize the effect on the operation of
Seller's Business or damage to the building and improvements on the property), however, any further intrusive drilling, coring or other physical testing shall require the prior written consent of
Seller, which consent may be withheld in Seller's sole and absolute discretion; (v) such access shall not unreasonably interfere with the Business, and Purchaser, Alpha, and any other agent
respectively thereof shall comply with Seller's requests with respect to the Phase II to minimize such interference. If Purchaser, in its reasonable discretion and with the exercise of good faith, is
not satisfied with the results of the Phase II, then Purchaser shall have the right to terminate this Agreement and the Lafayette Purchase Agreement by providing written notice to Seller prior to the
expiration of the Inspection Period. If Purchaser terminates this Agreement pursuant to this Section 4.1, then the Earnest Money shall be refunded to Purchaser in accordance with
Section 3.2(d), and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination. If Purchaser does not terminate this
Agreement pursuant to this Section 4.1, then Purchaser shall be deemed to have waived its rights to terminate this Agreement pursuant to this Section. If this Agreement is terminated and as an
express condition to the return of the Earnest Money, Purchaser shall provide a copy to Seller of the Phase II. If requested by the Seller Parties, Purchaser shall use commercially reasonable efforts
to obtain an original of any such Phase II for Seller, together with a reliance letter in favor of Seller from Alpha. This Section 4.1 shall survive the termination of this Agreement. 



        Section
4.2    Release and Indemnification.    Purchaser (for itself and all Purchaser Indemnitees) hereby releases
the Seller Indemnitees and Owner Parties for any Indemnification Loss incurred by any Purchaser Indemnitee arising from or in connection with the Phase II, except to the extent resulting from the
gross negligence or willful misconduct of Seller. Purchaser and Guarantor, on a joint and several basis, shall defend, indemnify and hold harmless the Seller Indemnitees and the Owner Parties in
accordance with Article XIV from and against any Indemnification Loss incurred by any Seller Indemnitee or Owner Party arising from or in connection with the Phase II. Purchaser, at its cost
and expense, shall repair any damage to the Leverage Leased Theater (and the Additional Personal Property relating thereto) and any other property owned by a Person other than Purchaser arising from
or in connection with the Phase II, and restore the Leverage Leased Theater (and the Additional Personal Property relating thereto) and such other third-party property to the same condition as existed
prior to such Phase II, or replace the Leverage Leased Theater (and the Additional Personal Property relating thereto) or such third-party property with property of the same quantity and quality. 


13







 



Notwithstanding
anything to the contrary contained herein, Purchaser's and Guarantor's indemnity obligations under this Section 4.2 shall not apply to any loss, cost, expense or liability
incurred by Seller or the Leveraged Lease Theater resulting from or arising out of any existing environmental condition at the Leveraged Lease Theater or any environmental condition at the Leveraged
Lease Theater discovered by Purchaser's Phase II; provided, however, Purchaser agrees to keep the
results of the Phase II confidential to the extent permitted by applicable law, and unless compelled to do so by a court of competent jurisdiction. This Section 4.2 shall survive the
termination of this Agreement. 


        Section
4.3    Insurance.    Prior to accessing the Leverage Leased Theater in connection with such Phase II,
Purchaser shall provide, and/or cause Alpha to provide, to Seller one or more certificates of insurance, in form and substance reasonably satisfactory to Seller, evidencing that Purchaser and Alpha
each maintain (i) commercial general liability insurance in an amount no less than Two Million and 00/100 Dollars ($2,000,000.00), with an insurance company with a Best's rating of no less than
A/VIII (which with respect to Purchaser, shall evidence insurance against its indemnification obligations under Section 4.2), and naming Seller, the Owner Parties, and such other Persons
designated by Seller as additional insureds thereunder, and (ii) workers' compensation insurance in amount, form and substance required under Applicable Law. Such insurance policies shall not
release or limit Purchaser's indemnification obligations under Section 4.2. 


ARTICLE V  


 TITLE TO THE PROPERTY  


        Section
5.1    Conveyance of the Transferred Property.    On the Closing Date, (i) Seller shall convey to
Purchaser good, marketable and insurable fee simple title to the Owned Theater by an Act of Cash Sale in the form attached hereto as Exhibit "G" (the
"Owned Theater Deed"), subject to (A) all matters of record; (B) matters caused by Purchaser; (C) real estate taxes, assessments,
and other governmental levies, fees or charges, imposed with respect to the Owned Theater which are not due and payable; (D) zoning, building codes and other land use laws regulating the use or
occupancy of the Owned Theater which are not violated by the current use or occupancy of the Owned Theater; and (E) such other matters as would be apparent from an accurate survey or physical
inspection of the Owned Theater, including, without limitation all of the Permitted Title Exceptions with respect thereto; (ii) Seller shall assign, and Purchaser shall assume, all of
Seller's rights and obligations under the Leases (other than the Hattiesburg Lease) from and after the Closing Date, all pursuant to an assignment and assumption agreement in the form attached hereto
as Exhibit "H", to be entered into by and between Seller and Purchaser (the "Assignment and Assumption
Agreement"); (iii) Seller shall assign, and Purchaser shall assume, all of Seller's rights and obligations under the Hattiesburg Lease from and after the Closing Date,
all pursuant to a separate assignment and assumption agreement in the form attached hereto as Exhibit "H", to be entered into by and between
Seller and Purchaser (the "Hattiesburg Assignment and Assumption Agreement"); (iv) Seller shall deliver a bill of sale in the form attached
hereto as Exhibit "I" (the "Bill of Sale") executed by Seller conveying to Purchaser all of
Seller's right, title and interest in and to the Personal Property; and (v) subject to the Lafayette Purchase Agreement, Seller shall cause the Owner Parties to convey to Purchaser good,
marketable and insurable fee simple title to the Leverage Leased Theater pursuant to the Lafayette Purchase Agreement. 


ARTICLE VI  


 CONDITION OF THE PROPERTY  



        Section
6.1    PROPERTY SOLD "AS IS".    PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER IS ACCEPTING THE TRANSFERRED
PROPERTY "AS-IS" "WHERE-IS" 


14







 



AND
"WITH ALL FAULTS" WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, EITHER EXPRESSED OR IMPLIED, OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM, OR ON BEHALF OF, SELLER OR THE OWNER PARTIES,
EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER ACKNOWLEDGES AND AGREES THAT SELLER HEREBY EXPRESSLY DISCLAIMS, AND OWNER PARTIES HAVE
EXPRESSLY DISCLAIMED, ANY AND ALL IMPLIED WARRANTIES CONCERNING THE CONDITION OF THE TRANSFERRED PROPERTY AND ANY PORTIONS THEREOF, INCLUDING, BUT NOT LIMITED TO, ENVIRONMENTAL CONDITIONS, THE IMPLIED
WARRANTIES OF HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. 


        Section
6.2    LIMITATION ON REPRESENTATIONS AND WARRANTIES.    PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS
OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER SELLER, THE OWNER PARTIES, THEIR AFFILIATES, NOR ANY OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES, BENEFICIARIES, DIRECTORS,
OFFICERS, MANAGERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS, CONSULTANTS, AGENTS OR REPRESENTATIVES, NOR ANY PERSON PURPORTING TO REPRESENT ANY OF THE FOREGOING, HAVE MADE ANY REPRESENTATION,
WARRANTY, GUARANTY, PROMISE, PROJECTION OR PREDICTION WHATSOEVER WITH RESPECT TO THE TRANSFERRED PROPERTY OR THE BUSINESS, WRITTEN OR ORAL, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY REPRESENTATION OR WARRANTY AS TO (A) THE CONDITION, SAFETY, QUANTITY,
QUALITY, USE, OCCUPANCY OR OPERATION OF THE TRANSFERRED PROPERTY, (B) THE COMPLIANCE OF THE TRANSFERRED PROPERTY OR THE BUSINESS WITH ANY ZONING REQUIREMENTS, BUILDING CODES OR OTHER APPLICABLE
LAW, INCLUDING, WITHOUT LIMITATION, THE AMERICANS WITH DISABILITIES ACT OF 1990, (C) THE ACCURACY OF ANY ENVIRONMENTAL REPORTS OR OTHER DATA OR INFORMATION SET FORTH IN THE SELLER DUE DILIGENCE
MATERIALS PROVIDED TO PURCHASER WHICH WERE PREPARED FOR OR ON BEHALF OF SELLER OR THE OWNER PARTIES,
OR (D) ANY OTHER MATTER RELATING TO SELLER OR THE OWNER PARTIES, THE TRANSFERRED PROPERTY OR THE BUSINESS. 


        Section
6.3    RELIANCE ON DUE DILIGENCE.    PURCHASER ACKNOWLEDGES AND AGREES THAT: 



        (A)  PURCHASER
SHALL HAVE HAD THE OPPORTUNITY TO CONDUCT ALL DUE DILIGENCE INSPECTIONS OF THE TRANSFERRED PROPERTY AND THE BUSINESS AS OF THE EFFECTIVE DATE, INCLUDING
REVIEWING ALL SELLER DUE DILIGENCE MATERIALS AND OBTAINING ALL INFORMATION WHICH IT DEEMS NECESSARY TO MAKE AN INFORMED DECISION AS TO WHETHER IT SHOULD PROCEED WITH THE PURCHASE OF THE TRANSFERRED
PROPERTY; 


        (B)  PURCHASER
WILL BE RELYING ONLY ON ITS DUE DILIGENCE INSPECTIONS OF THE TRANSFERRED PROPERTY AND THE BUSINESS, ITS REVIEW OF THE SELLER DUE DILIGENCE MATERIALS AND THE
REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLER IN THIS AGREEMENT IN PURCHASING THE TRANSFERRED PROPERTY; AND 


        (C)  PURCHASER
IS NOT RELYING ON ANY STATEMENT MADE OR INFORMATION PROVIDED TO PURCHASER BY SELLER OR THE OWNER PARTIES 



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(EXCEPT
FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY STATED BY SELLER IN THIS AGREEMENT) OR ANY OF THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES,
BENEFICIARIES, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS, CONSULTANTS, AGENTS OR REPRESENTATIVES, OR ANY PERSON PURPORTING TO REPRESENT ANY OF THE FOREGOING. 



ARTICLE VII  


 REPRESENTATIONS AND WARRANTIES  


        Section
7.1    Seller's Representations and Warranties.    To induce Purchaser to enter into this Agreement and the
Lafayette Purchase Agreement and to consummate the transaction described in this Agreement and the Lafayette Purchase Agreement, Seller hereby makes the representations and warranties in this
Section 7.1, which are true and correct as of the Effective Date and which shall be true and correct as of the Closing Date, upon which Seller acknowledges and agrees that Purchaser is entitled
to rely. 




        (a)    Organization and Power.    Seller is duly incorporated or formed (as the case may be), validly existing, in
good standing in the jurisdiction of its incorporation or formation, and is qualified to do business in the jurisdictions in which the Theaters are located, and has all requisite power and authority
to own the Transferred Property and conduct the Business as currently owned and conducted. 



        (b)    Authority and Binding Obligation.    (i) Seller has full power and authority to execute and deliver this
Agreement and the Lafayette Purchase Agreement and all other documents to be executed and delivered by it pursuant to this Agreement and the Lafayette Purchase Agreement (the
"Seller Documents"), and to perform all obligations required of it under each of the Seller Documents, (ii) the execution and delivery by the
signer on behalf of Seller of each of the Seller Documents, and the performance by Seller of its obligations under each of the Seller Documents, has been duly and validly authorized by all necessary
action by Seller, and (iii) each of the Seller Documents, when executed and delivered, will constitute the legal, valid and binding obligations of Seller enforceable against Seller in
accordance with its terms, except to the extent Purchaser itself is in default thereunder. 


        (c)    No Conflicts.    Subject to the recordation of any of the Seller Documents as appropriate, and except as
disclosed in the Seller Due Diligence Materials, neither the execution and delivery by Seller of any of the Seller Documents, nor the performance by Seller of any of its obligations under any of the
Seller Documents, nor the consummation by Seller of the transaction described in this Agreement and the Lafayette Purchase Agreement, will: (i) violate any provision of Seller's organizational
or other governing documents; or (ii) violate any Applicable Law to which Seller or the Transferred Property is subject. 


        (d)    Finders and Investment Brokers.    Seller has not dealt with any Person who has acted, directly or indirectly,
as a broker, finder, financial adviser or in such other capacity for or on behalf of Seller in connection with the transaction described by this Agreement and the Lafayette Purchase Agreement in any
manner which would entitle such Person to any fee or commission in connection with this Agreement or the Lafayette Purchase Agreement, or the transaction described in this Agreement or the Lafayette
Purchase Agreement. 


        (e)    No Violation of Anti-Terrorism Laws.    None of Seller's property or interests is subject to being
"blocked" under any Anti-Terrorism Laws, and neither Seller nor any Person holding any direct or indirect interest in Seller is in violation of any Anti-Terrorism Laws. 




16













  




        (f)    Leases.    Seller has made available to Purchaser a true and complete copy of the Leases together with all
amendments, modifications or supplements thereto. Seller is not in default under the Leases and Seller has no Knowledge of any facts which, with notice or the passage of time, would constitute a
default by Seller under the Leases. 


        (g)    Title to FF&E.    Except as set forth in the Seller Due Diligence Materials, Seller has good and valid
title to all FF&E, which shall be free and clear of all liens and encumbrances (other than Landlord Liens) as of the Closing Date. 


        (h)    Third-Party Rights.    Except as set forth in the Seller Due Diligence Materials, and subject to the Leverage
Lease, Seller is not a party to any unrecorded agreement, which grants any right or option to acquire all or any portion of any Theater, which will not otherwise be waived or terminated prior to
Closing. 


        (i)    Compliance with Applicable Law.    Except as set forth in the Seller Due Diligence Materials, Seller has no
Knowledge of the receipt of any written notice of a violation of any Applicable Law with respect to any of the Theaters which has not been cured or dismissed. 


        (j)    Condemnation.    Seller has no Knowledge of the receipt of any written notice of any pending condemnation
proceeding or other proceeding in eminent domain, and to Seller's Knowledge, no such condemnation proceeding or eminent domain proceeding is threatened affecting any of the Theaters or any portion
thereof. 


        (k)    Litigation.    Except as set forth in the Seller Due Diligence Materials, Seller has no Knowledge of having
been served with any court filing in any litigation with respect to any of the Transferred Property in which Seller or a Regal Entity or any of their respective Affiliates is named a party or having
been threatened with any such litigation, which in either event has not been resolved, settled or dismissed. 


        (l)    Mechanic's Liens.    As of Closing, Seller has no Knowledge that (i) during the period of four
(4) months immediately preceding Closing, any work has been done and any materials have been furnished in connection with the erection, equipment, repair, protection or removal of any
improvement at any Theater that has not been fully paid for, (ii) there are no uncompleted buildings, structures or other improvements at any Theater, and (iii) Seller is not a party to
any outstanding contracts for the furnishing of any labor or material to any Theater. 


        (m)    Taxes.    Except as disclosed in the Seller Due Diligence Materials, (i) all Taxes which would be
delinquent if unpaid will be paid in full or prorated at Closing as part of the Prorations pursuant to Section 11.2; provided,  however, that if any
Taxes are payable in installments, such representation and warranty shall apply only to such installments which would be delinquent
if unpaid at Closing, and (ii) Seller is not currently contesting any Taxes. 


        (n)    Sufficiency of Licenses and Permits.    To Seller's Knowledge, Seller has all necessary licenses and permits
necessary for Seller to operate the Business at the Theaters as currently conducted, except where the absence of any such license or permit does not or would not reasonably be expected to have a
material adverse effect on Seller's operation of the Business at the Theaters. 


        (o)    Finders and Investment Brokers.    Seller has not dealt with any Person who has acted, directly or indirectly,
as a broker, finder, financial adviser or in such other capacity for or on behalf of Seller in connection with the transaction described by this Agreement and the Lafayette Purchase Agreement in a
manner which would entitle such Person to any fee or commission in connection with this Agreement or the Lafayette Purchase Agreement or the transaction described in this Agreement or the Lafayette
Purchase Agreement. 




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        (p)    Foreign Person.    Seller is a "United States person" (as defined in Section 7701(a)(30)(B) or
(C) of the Code) for the purposes of the provisions of Section 1445(a) of the Code. 





        Notwithstanding
the foregoing, if Purchaser has Knowledge prior to Closing of a breach of any representation or warranty made by Seller in this Agreement prior to Closing, and Purchaser
nevertheless proceeds to close the transaction described in this Agreement and the Lafayette Purchase Agreement, such representation or warranty by Seller shall be deemed to be qualified or modified
to reflect Purchaser's Knowledge of such breach. 


        Section
7.2    Purchaser's Representations and Warranties.    To induce Seller to enter into this Agreement and the
Related Purchase Agreements and to consummate the transaction described in this Agreement and the Related Purchase Agreements, Purchaser hereby makes the representations and warranties in this
Section 7.2, which are true and correct as of the Effective Date and which shall be true and correct as of the Closing Date, upon which Purchaser acknowledges and agrees that Seller is entitled
to rely. 




        (a)    Organization and Power.    Purchaser is duly incorporated or formed (as the case may be), validly existing and
in good standing under the laws of the State of Louisiana, and has all requisite power and
authority to own, lease and operate its properties and to carry on its business as currently being conducted. 


        (b)    Authority and Binding Obligation.    (i) Purchaser has full power and authority to execute and deliver
this Agreement and the Lafayette Purchase Agreement and all other documents to be executed and delivered by Purchaser pursuant to this Agreement and the Lafayette Purchase Agreement (the
"Purchaser Documents"), and to perform all obligations of Purchaser arising under each of the Purchaser Documents, (ii) the execution and
delivery by the signer on behalf of Purchaser of each of the Purchaser Documents, and the performance by Purchaser of its obligations under each of the Purchaser Documents, has been duly and validly
authorized by all necessary action by Purchaser, and (iii) each of the Purchaser Documents, when executed and delivered, will constitute the legal, valid and binding obligations of Purchaser
enforceable against Purchaser in accordance with its terms, except to the extent Seller is in default thereunder. 


        (c)    Consents and Approvals; No Conflicts.    (i) No filing with, and no permit, authorization, consent or
approval of, any Governmental Authority or other Person is necessary for the execution or delivery by Purchaser of any of the Purchaser Documents, the performance by Purchaser of any of its
obligations under any of the Purchaser Documents, or the consummation by Purchaser of the transaction described in this Agreement and the Lafayette Purchase Agreement, and (ii) neither the
execution and delivery by Purchaser of any of the Purchaser Documents, nor the performance by Purchaser of any of its obligations under any of the Purchaser Documents, nor the consummation by
Purchaser of the transaction described in this Agreement and the Lafayette Purchase Agreement, will: (A) violate any provision of the organizational or governing documents of Purchaser;
(B) violate any Applicable Law to which Purchaser is subject; or (C) result in a violation or breach of or constitute a default under any contract, agreement or other instrument or
obligation to which Purchaser is a party or by which any of Purchaser's properties are subject. 


        (d)    Finders and Investment Brokers.    Purchaser has not dealt with any Person who has acted, directly or
indirectly, as a broker, finder, financial adviser or in such other capacity for or on behalf of Purchaser in connection with the transaction described by this Agreement and the Lafayette Purchase
Agreement in any manner which would entitle such Person to any fee or commission in connection with this Agreement or the Lafayette Purchase Agreement, or the transaction described in this Agreement
or the Lafayette Purchase Agreement. 




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        (e)    No Violation of Anti-Terrorism Laws.    None of Purchaser's property or interests is subject to
being "blocked" under any Anti-Terrorism Laws, and neither Purchaser nor any Person holding any direct or indirect interest in Purchaser is in violation of any Anti-Terrorism
Laws. 





        Notwithstanding
the foregoing, if Seller has Knowledge prior to Closing of a breach of any representation or warranty made by Purchaser in this Agreement, and Seller nevertheless elects
to close the transaction described in this Agreement and the Lafayette Purchase Agreement, such representation or warranty by Purchaser shall be deemed to be qualified or modified to reflect Seller's
Knowledge of such breach. 


        Section
7.3    No Representations, Warranties or Personal Liability of the Owner Parties.    Purchaser acknowledges
that the Owner Parties have not made and are under no obligation to make any representations or warranties, express or implied in connection with this Agreement or the Lafayette Purchase Agreement.
Purchaser also agrees that Owner Parties have no personal liability under this Agreement or the Lafayette Purchase Agreement. 


ARTICLE VIII  


 COVENANTS  


        Section
8.1    Confidentiality.    




        (a)    Disclosure of Confidential Information.    The Parties acknowledge and agree that the existence of this
Agreement and the Related Purchase Agreements, the terms of this Agreement and the Related Purchase Agreements, and any other information disclosed in the Seller Due Diligence Materials or any other
documents, materials, data or other information with respect to the Transferred Property or the Business which is not generally known to the public shall be subject in all respects to the
Confidentiality Agreement. This Section 8.1(a) shall survive the termination of this Agreement and any Related Purchase Agreements. 



        (b)    Communication with Governmental Authorities.    Without limiting the generality of the provisions in
Section 8.1(a), Purchaser shall not, through its officers, employees, managers, contractors, consultants, agents, representatives or any other Person, directly or indirectly, communicate with
any Governmental Authority or any official, employee or representative thereof, involving any matter with respect to the Property or the Business without Seller's prior written consent, which consent
shall not be unreasonably withheld or delayed. 


        (c)    Communication with Employees.    Without limiting the generality of the provisions in Section 8.1(a),
Purchaser shall not, through its officers, employees, managers, contractors, consultants, agents, representatives or any other Person, directly or indirectly, communicate with any Employees or any
Person representing any Employees involving any matter with respect to the Transferred Property or the transactions contemplated by this Agreement and the Related Purchase Agreements, without Seller's
prior written consent, which consent shall not be unreasonably withheld or delayed, unless such communication is arranged by Seller. Seller hereby consents to any communications between Purchaser and
any Person who constitutes "Knowledge" of Seller. 





        Section
8.2    Conduct of the Business.    From the Effective Date until the Closing or earlier termination of this
Agreement and the Lafayette Purchase Agreement, Seller shall conduct the Business in the Ordinary Course of Business, including, without limitation, (i) maintaining insurance coverages
presently existing on the Transferred Property or as required under the terms of the Leases or Leverage Lease (as applicable), and otherwise performing the obligations of tenant under the 


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Leases,
and (ii) if Purchaser has elected to purchase the Inventory pursuant to Section 2.3, maintain the Inventory at levels maintained in the Ordinary Course of Business;  provided,however, that Seller shall have no obligation to operate at the Theaters and Seller shall have
the right, unless prohibited by the terms of the Leases, to cease operations entirely or from time to time as may be necessary, as determined in Seller's sole and absolute discretion, to effectuate
the orderly transition of ownership of the Theaters consistent with the terms and conditions of this Agreement, the Leases, or otherwise. 


        Section
8.3    Licenses and Permits.    Purchaser shall be responsible for obtaining the transfer of all Licenses and
Permits (to the extent transferable) or the issuance of new licenses and permits for the operation of the Theaters. Purchaser, at its cost and expense, shall submit all necessary applications and
other materials to the appropriate Governmental Authority and take such other actions to effect the transfer of Licenses and Permits or issuance of new licenses and permits as of the Closing, and
Seller shall use commercially reasonable efforts (at no cost or expense to Seller) to cooperate with Purchaser to cause the Licenses and Permits to be transferred or new licenses and permits to be
issued to Purchaser. If this Agreement and the Lafayette Purchase Agreement are terminated and Purchaser has filed an application or otherwise commenced the processing of obtaining new licenses and
permits, Purchaser shall withdraw all such applications and cease all other activities with respect to such new licenses and permits. 


        Section
8.4    Employees.    Seller shall terminate the employment of all Employees of the Theaters effective as of
the Closing Date, and Purchaser may, but shall not be required, in its sole and absolute discretion, offer employment to all such terminated Employees. 


        Section
8.5    Gift Certificates; Discounted Movie Tickets.    Purchaser shall honor all coupons, gift certificates,
corporate movie tickets, and VIP, super saver, premiere or other movie tickets issued by any Regal Entity or Seller for box office admissions or concession purchaser for a period of twelve
(12) months after the Closing Date; provided, however, that Seller shall reimburse Purchaser (not
more than once in any thirty (30) day period and such reimbursement obligation shall expire six (6) months after the expiration of such twelve (12) month period) for the amount
that any Regal Entity or Seller actually received for any gift certificates or discounted movie tickets that are redeemed by any customer of the
Theaters after the Closing Date upon submission by Purchaser of the original, cancelled gift certificates or discounted movie tickets to Seller. This Section 8.5 shall survive the Closing. 


ARTICLE IX  


 CLOSING CONDITIONS  


        Section
9.1    Purchaser Closing Conditions.    




        (a)    Satisfaction of Purchaser Closing Conditions.    Purchaser's obligations to close the transactions described in
this Agreement are subject to the satisfaction at or prior to Closing of the following conditions precedent (the "Purchaser Closing Conditions"): 



        (i)    Seller's Deliveries.    All of the Seller Closing Deliveries shall have been delivered to Purchaser or
deposited with the Title Company pursuant to the Escrow Agreement; and 


        (ii)    Closing on the Lafayette Purchase Agreement.    Seller and Purchaser shall have consummated the transaction
contemplated by the Lafayette Purchase Agreement. 




        (b)    Failure of Purchaser Closing Condition.    Except as expressly provided in Section 9.3, if any of the
Purchaser Closing Conditions are not satisfied as of the Closing Date, then Purchaser shall have the right (i) subject to Seller's right to cure under Section 12.3, to terminate this
Agreement and the Lafayette Purchase Agreement by providing written notice to Seller, in which case the Earnest Money shall be refunded to Purchaser in accordance with 




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Section 3.2(e),
and the Parties shall have no further rights or obligations under this Agreement and the Lafayette Purchase Agreement, except those which expressly survive such termination, or
(ii) to waive any of the Purchaser Closing Conditions at or prior to Closing. 





        Section
9.2    The Seller Closing Conditions.    




        (a)    Satisfaction of the Seller Closing Conditions.    Seller's obligations to close the transactions contemplated
in this Agreement and the Related Purchase Agreements are subject to the satisfaction at or prior to Closing of the following conditions precedent (the "Seller Closing
Conditions"): 



        (i)    Receipt of the Purchase Price.    Purchaser shall have (A) paid to Seller or deposited with the
Title Company the Purchase Price (as adjusted pursuant to Section 3.1) with written direction to disburse the same to Seller, and (B) delivered written direction to the Title
Company to disburse the Earnest Money to Seller; 


        (ii)    Purchaser's Deliveries.    All of the Purchaser Closing Deliveries shall have been delivered to Purchaser or
deposited with the Title Company pursuant to the Escrow Agreement; 



        (iii)    Representations and Warranties.    The representations and warranties of Purchaser in this Agreement shall be
true and correct in all material respects as of the Closing (or as of such other date to which such representation or warranty expressly is made); 


        (iv)    Covenants and Obligations.    The covenants and obligations of Purchaser in this Agreement shall have been
performed in all material respects; 


        (v)    Consents.    All consents and approvals by third parties that are required for the consummation of the
transactions contemplated hereby (including, without limitation, any consents required under the Leases) or that are required in order to prevent a breach or default under or a termination or
modification of any contract or agreement to which Seller is a party or by which any of its assets are bound shall have been obtained; and 


        (vi)    Closing on Related Purchase Agreements.    Seller and Purchaser shall have consummated the transactions
contemplated by the Related Purchase Agreements. 




        (b)    Failure of a Seller Closing Condition.    Except as expressly provided in Section 9.3, if any of the
Seller Closing Conditions are not satisfied at Closing, then Seller shall have the right to (i) terminate this Agreement, the Lafayette Purchase Agreement, and, if Seller so elects in its sole
and absolute discretion, the Westgate Letter Agreement, by providing written notice to Purchaser, in which case (A) the Earnest Money shall be refunded to Purchaser in accordance with
Section 3.2(e), (B) if Seller has elected to terminate the Westgate Letter Agreement, the Westgate Deposit shall be returned to Purchaser, and (C) the Parties shall have no
further rights or obligations under this Agreement, the Lafayette Purchase Agreement, or, if Seller has elected to terminate the Westgate Letter Agreement,
the Westgate Letter Agreement, except those which expressly survive such termination, or (ii) waive any of the Seller Closing Conditions at or prior to Closing. 





        Section
9.3    Frustration of Closing Conditions.    Seller and Purchaser may not rely on the failure of the Seller
Closing Conditions or Purchaser Closing Conditions, respectively, if such failure was caused by the relying Party's failure to perform its obligations under this Agreement or such relying Party's
breach of its representations and warranties hereunder. 


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ARTICLE X  


 CLOSING; POST-CLOSING RIGHT OF FIRST REFUSAL AND PURCHASE RIGHT WITH RESPECT TO ADDITIONAL LEASED THEATERS AND R&S SHARES  



        Section
10.1    Closing Date.    The closing of the transactions described in this Agreement and the Lafayette
Purchase Agreement (the "Closing") shall occur not later than November 3, 2005 (as such date may be postponed pursuant to this
Section 10.1 or Sections 12.3, 13.1(a) or 13.2), or such other date as agreed to in writing between Seller and Purchaser (the date on which the Closing occurs is referred to
herein as the "Closing Date"). Notwithstanding the foregoing, if Seller reasonably determines that further extensions beyond November 3, 2005,
are necessary to consummate the transactions contemplated hereby and by the Lafayette Purchase Agreement, then Purchaser shall not unreasonably withhold, condition, or delay its consent to such
further extensions. The Closing shall be effected through escrow created by the Escrow Agreement and shall occur at the offices of the Seller's counsel or such other place as agreed to in writing
between Seller and Purchaser. 


        Section
10.2    Closing Deliveries.    




        (a)    Seller's Deliveries.    At the Closing, Seller shall deliver or cause to be delivered to Purchaser or deposited
with the Title Company pursuant to the Escrow Agreement each of the following items (the "Seller Closing Deliveries"): 


          (i)  The
deliveries required to be made by Seller under the Lafayette Purchase Agreement; 


         (ii)  The
Owned Theater Deed; 


        (iii)  The
Assignment and Assumption Agreement; 


        (iv)  The
Hattiesburg Assignment and Assumption Agreement; 


         (v)  The
Bill of Sale; 


        (vi)  Such
agreements, affidavits or other documents as may be reasonably required by the Title Company from Seller to issue the title policies pursuant to and in the form
contemplated by the Title Commitments (with the standard exceptions (other than the so-called "survey" exception) deleted), subject to the Permitted Title Exceptions
(collectively, the "Title Policies"); 


       (vii)  Any
real estate transfer tax declarations or similar documents required under Applicable Law in connection with the conveyance of the Theaters; 



      (viii)  FIRPTA
affidavits from Seller in the form set forth in the regulations under Section 1445 of the Code; 


        (ix)  To
the extent not previously delivered to Purchaser, all keys and lock combinations in Seller's Possession, which shall be located at the Theaters on the Closing Date
and deemed to be delivered to Purchaser upon delivery of possession of the Theaters; 


         (x)  The
Closing Statement prepared pursuant to Section 11.1; and 



        (xi)  Such
other documents and instruments as may be reasonably requested by Purchaser in order to consummate the transaction described in this Agreement. 




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        (b)    Purchaser's Deliveries.    At the Closing, Purchaser shall deliver or cause to be delivered to Seller or
deposited with the Title Company pursuant to the Escrow Agreement each of the following items (the "Purchaser Closing Deliveries"): 


          (i)  The
deliveries required to be made by Purchaser under the Lafayette Purchase Agreement; 


         (ii)  The
Purchase Price (as adjusted pursuant to Section 3.1) to be paid by Purchaser; 


        (iii)  The
Letter of Credit; 


        (iv)  The
Guaranty; 


         (v)  A
letter of direction to the Title Company directing the Title Company to disburse the Purchase Price to Seller upon satisfaction of the escrow conditions
therein; 


        (vi)  A
counterpart of each of the documents and instruments to be delivered by Seller under Section 10.2(a) which require execution by Purchaser; and 


       (vii)  Such
other documents and instruments as may be reasonably requested by Seller or the Title Company in order to consummate the transaction described in this
Agreement. 





        Section
10.3    Possession; Removal Work.    Seller shall deliver possession of the Transferred Property to Purchaser
at Closing in the manner contemplated herein. For the thirty (30) days immediately following the Closing Date (the "Removal Period"), Seller and
its agents and representatives shall, at their sole cost and expense, and subject to the rights of Purchaser, have the right and license to enter into the Theaters for the sole purpose of removing any
of the Excluded Property belonging to Seller (the "Removal Work"), it being agreed by the Parties that Seller shall be under no obligation to remove any
such Excluded Property. Any Excluded Property not so removed by Seller prior to the expiration of the Removal Period shall be deemed surrendered to Purchaser at and as of the expiration of the Removal
Period without cost or liability to Purchaser. Seller (for itself and all Seller Indemnitees) hereby releases the Purchaser Indemnitees for any Indemnification Loss incurred by any Seller Indemnitee
arising from or in connection with the Removal Work, except to the extent resulting from the gross negligence or willful misconduct of Purchaser. Seller shall defend, indemnify and hold harmless the
Purchaser Indemnitees in accordance with Article XIV from and against any Indemnification Loss incurred by any Purchaser Indemnitee arising from or in connection with the Removal Work. At all
times during the Removal Work, and to the extent the Theaters are not going to be demolished by Purchaser, Seller shall use commercially reasonable efforts not to materially damage the Transferred
Property. During any Removal Work, Seller shall continue to maintain commercial general liability insurance and workers' compensation insurance in same amounts maintained by Seller prior to Closing,
but in any event naming Purchaser as an additional insured thereunder. Seller's maintenance of such insurance policies shall not release or limit the Seller's indemnification obligations under this
Section 10.3. This Section 10.3 shall survive Closing or the earlier termination of this Agreement and the Lafayette Purchase Agreement. 


        Section
10.4    Right of First Refusal.    




        (a)    Grant.    Subject to the reservation provided in Section 10.7 and the condition precedent set forth in
Section 10.4(c), and provided that Closing shall have occurred, if, at any time during the period commencing on the Closing Date and expiring one (1) year thereafter (the
"ROFR/Right to Purchase Term"), Seller elects to accept any written offer (each, an "Offer") received by
Seller from a bona fide third-party purchaser for (i) the assignment and assumption of any or all Additional Lease with respect to any or all Additional Leased Theater and purchase of the
Additional Personal Property relating thereto and/or (ii) the sale of the R&S Shares, then Seller shall provide to Purchaser written notice (each, an "ROFR
Notice") of the Offer, together with a copy thereof or a written summary of the salient terms 




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thereof.
Purchaser shall thereafter have fifteen (15) days after its receipt of the ROFR Notice in which to notify Seller in writing (the "ROFR Election
Notice") of its election to (y) assume such Additional Lease with respect to such Additional Leased Theater and purchase the Additional Personal Property relating
thereto and/or (z) purchase the R&S Shares (as the case may be), on the terms set forth in the Offer (the failure by Purchaser to provide an ROFR Election Notice to Seller within such fifteen
(15) day period being deemed an election not to exercise Purchaser's right or first refusal (the "ROFR") as set forth in this
Section 10.4(a)). 


        (b)    Closing.    If Purchaser timely elects to (i) assume such Additional Lease with respect to such
Additional Leased Theater and purchase the Additional Personal Property relating thereto and/or (ii) purchase the R&S Shares (as the case may be) as aforesaid, then on a date not later than the
earlier to occur of (l) the date set forth in Offer for the closing or (m) forty-five (45) days after the date of ROFR Election Notice, Seller shall (y) assign
to Purchaser, and Purchaser shall assume from Seller, all of Seller's rights and obligations under such Additional Lease and Seller shall sell to Purchaser, and Purchaser shall purchase and accept
from Seller, all right, title and interest of Seller in and to the Additional Personal Property relating thereto, and/or (z) sell to Purchaser and Purchaser shall purchase from Seller the R&S
Shares, all on the terms and conditions set forth in the ROFR Notice. All transfer, stamp and other taxes imposed on the assignment and assumption of such Additional Lease and the sale and purchase of
the Additional Personal Property relating thereto or the purchase and sale of the R&S Shares (as the case may be) and all other associated costs therewith shall be borne in accordance with the terms
and conditions set forth in the ROFR Notice. 


        (c)    Condition Precedent to ROFR—Release or Additional Security.    Notwithstanding any provision in any
Offer, as a condition precedent to Purchaser's right to exercise its ROFR with respect to any Additional Lease (and the Additional Personal Property relating thereto) and/or the R&S Shares as provided
in this Section 10.4, Purchaser shall have either (i) procured, prior to or contemporaneous with the delivery of its ROFR Election Notice, an irrevocable release, or an irrevocable
written commitment to release at the closing of the transaction contemplated by such Offer (and thereafter landlord shall have delivered such release at such closing), from the landlord under such
Additional Lease and/or any other party to which Seller may be liable thereunder, which release shall be in form and substance reasonably acceptable to Seller, but in any event releasing Seller of all
Seller's obligations thereunder howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, and regardless of when existing or due or (ii) delivered and caused
Guarantor to have delivered to Seller at the closing of the transaction contemplated by such Offer reasonable security, in form and substance reasonably acceptable to Seller, securing Purchaser's due
and punctual performance of all of Purchaser's obligations under any Additional Lease assumed pursuant to this Section 10.4 and the assignment and assumption instrument with respect thereto
and/or, if Purchaser purchases the R&S Shares, the R&S Lease. If (y) Purchaser shall have failed to procure any such release or commitment to release prior to or contemporaneous with the
delivery of the ROFR Election Notice, or if any such landlord shall have failed to provide such release at the closing of the transaction contemplated by such Offer, after having timely delivered its
commitment therefor, as provided in clause (i) of the preceding sentence, and (z) Purchaser shall have failed to deliver and caused
Guarantor to have delivered to Seller at the closing of the transaction contemplated by such Offer reasonable security as provided in clause (ii) of the preceding sentence, then the ROFR
Election Notice with respect to such Offer shall be deemed null and void and Purchase shall be deemed to have forever waived its ROFR hereunder as to all Additional Leases (and the Additional Personal
Property relating thereto) and the R&S Shares. 




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        (d)    Failure to Exercise ROFR.    If Purchaser elects, or is deemed to have elected, not to (i) assume any
Additional Lease and purchase the Additional Personal Property relating thereto and/or (ii) purchase the R&S Shares (as the case may be), with respect to any Offer provided to Purchaser
pursuant to Section 10.4(a), then Seller shall thereafter have the right to (y) assign such Additional Lease and sell the Additional Personal Property relating thereto and/or
(z) sell the R&S Shares (as the case may be) to the bona fide third party purchaser or any Affiliate thereof. 





        Section 10.5    Right to Purchase.    




        (a)    Grant.    Subject to the reservation provided in Section 10.7 and provided that Closing shall have
occurred, Seller hereby irrevocably grants to Purchaser the right to purchase (hereinafter the "Right to Purchase") during the ROFR/Right to Purchase
Term to (i) an assignment and assumption of all, but not less than all, of Additional Leases then leased by Seller and purchase of the Additional Personal Property relating thereto and
(ii) the purchase of the R&S Shares (excluding (y) Additional Leases and the Additional Personal Property relating thereto with respect to which Seller has previously assigned and/or
(z) the R&S Shares with respect to which Seller has previously sold), for the Right to Purchase Price (hereinafter defined) and otherwise on the terms and conditions set forth in purchase
agreement
substantially in the form attached hereto as Exhibit "J", to be executed by Seller and Purchaser and to be joined by Guarantor (the
"Additional Purchase Agreement"). 


        (b)    Right to Purchase Price.    The purchase price (the "Right to Purchase
Price") for (i) all then-leased Additional Leases all then-owned Additional Personal Property relating thereto and (ii) all
then-owned R&S Shares shall be equal to Four Million Nine Hundred Thousand and 00/100 Dollars ($4,900,000.00), which Right to Purchase Price is (y) subject to reduction for
(A) any prior assignments by Seller of any Additional Lease (together with the sale of Additional Personal Property relating thereto) and/or (B) any prior sale by Seller of the R&S
Shares, such reduction amount being equal to the aggregate of the values allocated thereto as set forth on Exhibit "K" attached hereto, each with
respect to which Purchaser did not exercise its ROFR, and (z) shall be further adjusted pursuant to the Additional Purchase Agreement. 


        (c)    Exercise of the Right to Purchase.    Purchaser may exercise the Right to Purchase at any time during the
ROFR/Right to Purchase Term, by the delivery (i) to Seller of (A) written notice of Purchaser's intent so to exercise the Right to Purchase (the "Right to
Purchase Exercise Notice"), together with (B) two (2) copies of the Additional Purchase Agreement dated as of the date of the Right to Purchase Exercise Notice
and executed by Purchaser, (ii) to the Title Company the earnest money deposit required under the Additional Purchase Agreement. Within three (3) Business Days after Seller's
receipt of Purchaser's the Right to Purchase Exercise Notice and the executed counterpart of the Additional Purchase Agreement and the Title Company's receipt of the earnest money as aforesaid,
(i) Seller shall execute and return to Purchaser one (1) copy of such Additional Purchase Agreement dated as of the date of Seller's execution thereof, and (ii) Seller and
Purchaser shall enter into an escrow agreement with the Title Company substantially in the form of the Escrow Agreement (with conforming changes to reflect the terms of the Additional Purchase
Agreement). 


        (d)    Failure to Exercise Right to Purchase.    In the event that the Right to Purchase is not exercised by Purchaser
in the manner provided herein on or before the expiration of the ROFR/Right to Purchase Term, then the Right to Purchase, without further action of either Party, shall automatically terminate
whereupon the Parties shall have no further rights or obligations under this Agreement with respect to such Right to Purchase. 




25













   
        Section 10.6    Conduct of the Seller's Business with respect to Additional Leased Theaters and the R&S
Theater.    Subject to the reservation provided in Section 10.7, from the Effective Date until the earlier to occur of (i) the closing of the
consummation of the assignment and assumption of the applicable Additional Lease and the Additional Personal Property relating thereto and/or the R&S Shares (as the case may be) (whether with
Purchaser or a third-party), (ii) the expiration of the ROFR/Right to Purchase Period, (iii) the earlier termination of this Agreement and the Lafayette Purchase Agreement, or
(iv) the earlier termination of the Additional Purchase Agreement (as applicable), Seller shall not amend, modify, terminate, mortgage, pledge, hypothecate or encumber or cause the amendment,
modification, termination, mortgage, pledge, hypothecation, or encumbrance of the Additional Leases or the R&S Lease and shall conduct or cause the conduct of the Business with respect to the
Additional Leased Theaters and the R&S Theater in the Ordinary Course of Business, including, without limitation, maintaining or causing the maintenance of insurance coverages presently existing on
the Additional Leased Theaters, Additional Personal Property, and R&S Theater, or as required under the terms of the Additional Leases and R&S Lease;  provided, however, that (i) Seller shall have the right to exercise or elect not to exercise, or
cause the exercise or not to exercise, any extension or renewal right expressly granted under any Additional Lease or the R&S Lease, (ii) Seller shall have no obligation, unless required by the
terms of the Additional Leases, to operate or cause the operation at the Additional Leased Theaters and R&S Theater, and (iii) Seller shall have the right, unless required by the terms of the
Additional Leases, to cease or cause the cessation of operations entirely or from time to time as may be necessary, as determined in Seller's sole and absolute discretion. This Section 10.6
shall survive Closing. 


        Section
10.7    Seller's Reservation.    Notwithstanding anything herein to the contrary, Seller reserves the right to
enter into, and the ROFR forth in Section 10.4 shall not apply to, (i) any amendment, modification, or termination or any other arrangement with any landlord under, any Additional Lease
or the R&S Lease, (ii) any sale of all or substantially all of the assets of Seller, or (iii) any sale of all or a majority of the ownership interest in Seller;  provided, however, that Seller shall provide Purchase with written notice of same promptly following the
consummation of same. In the event of any termination of any such Additional Lease or the R&S Lease, then the ROFR and Right to Purchase with respect to such Additional Lease or the R&S Shares (as the
case may be), without further action of either Party, shall automatically terminate whereupon (i) the Parties shall have no further rights or obligations under this Agreement with respect to
such ROFR and Right to Purchase to the extent relating to such Additional Lease or the R&S Shares (as the case may be) and (ii) ROFR and the Right to Purchase shall remain applicable to all
other Additional Leases and/or the R&S Shares (as the case may be). In the event of any sale of all or substantially all of the assets of Seller, or any sale of any interest in Seller, then the ROFR
and Right to Purchase with respect to all Additional Leases and the R&S Shares, without further action of either Party, shall automatically terminate whereupon the Parties shall have no further rights
or obligations under this Agreement with respect to the ROFR and Right to Purchase. 


ARTICLE XI  


 PRORATIONS AND EXPENSES  


        Section
11.1    Closing Statement.    No later than the Business Day prior to Closing, the Parties, through their
respective employees, agents or representatives, jointly shall make such examinations, audits and inventories of the Theaters as may be necessary to make the adjustments and prorations to the Purchase
Price as set forth in Sections 11.2 and 11.3 or any other provisions of this Agreement or the Related Purchase Agreements. Based upon such examinations, audits and inventories, the Parties
jointly shall prepare prior to Closing a closing statement (the "Closing Statement"), which shall set forth their best estimate of the amounts of the
items to be adjusted and prorated under this Agreement and the Related Purchase Agreements. The Closing Statement shall be approved and executed by the 


26







 



Parties
at Closing, and such adjustments and prorations shall be final with respect to the items set forth in the Closing Statement, except to the extent any such items shall be reprorated after the
Closing as expressly set forth in Section 11.2. 


        Section
11.2    Prorations.    The items of revenue and expense set forth in this Section 11.2 shall be
prorated between the Parties (the "Prorations") as of 11:59 p.m. on the day preceding the Closing Date (the
"Cut-Off Time"), or such other time expressly provided in this Section 11.2, so that the Closing Date is a day of income and expense
for Purchaser. 




        (a)    Lease Payments.    Any base or fixed rents, prepaid amounts, operating expenses, common area maintenance
charges, real estate taxes, insurance premiums, or any other monetary charges (other than percentage rents) due and payable by Seller under the Leases shall be prorated as of the Cut-Off
Time between Seller and Purchaser. There shall be no proration of any percentage rents due and payable by Seller under the Leases. Seller shall receive a credit for all security deposits held by the
Landlords under the Leases. 


        (b)    Taxes.    All Taxes shall be prorated as of the Cut-Off Time between Seller and Purchaser. If the
amount of any Taxes is not ascertainable on the Closing Date, the proration for such Taxes shall be based on the most recent available bill. 



        (c)    REA Charges.    All common area maintenance charges, operating expenses, or any other monetary charges due and
payable by Seller under any reciprocal easement agreement or similar agreement affecting any Theater shall be prorated as of the Cut-Off Time between Seller and Purchaser. 


        (d)    Utilities.    All utility services for the Theaters shall be prorated as of the Cut-Off Time
between Seller and Purchaser. The Parties shall use commercially reasonable efforts to obtain readings for all utilities as of the Cut-Off Time. If readings cannot be obtained as of the
Closing Date, the cost of such utilities shall be prorated between Seller and Purchaser by estimating such cost on the basis of the most recent bill for such service. Seller shall receive a credit for
all deposits transferred to Purchaser or which remain on deposit for the benefit of Purchaser with respect to such utility contracts. 


        (e)    Other Adjustments and Prorations.    All other items of income and expense with respect to any Theater as are
customarily adjusted or prorated upon the sale and purchase of property similar to such Theater in Mississippi or Louisiana, as the case may be, shall be adjusted and prorated between Seller and
Purchaser accordingly. 


        (f)    Prorations Final.    All prorations shall be final and neither Seller nor Purchaser shall have any right of
reproration, including without limitation, any reproration with respect to any year-end reconciliation of common area maintenance charges under the Leases. 





        Section
11.3    Transaction Costs.    




        (a)    Seller's Transaction Costs.    In addition to the other costs and expenses to be paid by Seller set forth
elsewhere in this Agreement and the Related Purchase Agreements, Seller shall pay for the following items in connection with this transaction: (i) all costs of recording any title clearance
documents; and (ii) the fees and expenses of its own attorneys, accountants and consultants. 


        (b)    Purchaser's Transaction Costs.    In addition to the other costs and expenses to be paid by Purchaser as set
forth elsewhere in this Agreement and the Related Purchase Agreements, Purchaser shall pay for the following items in connection with this transaction: (i) the fees and expenses incurred by
Purchaser in connection with any Inspections; (ii) the fees and expenses for the Title Commitments and Title Policies; (iii) any transfer, documentary, stamp, sales or
similar tax and recording charges payable in connection with the 




27







 





conveyance
of the Transferred Property; (iv) any fees or expenses payable for the assignment, transfer or conveyance of any Leases and Licenses and Permits; (v) any mortgage tax, title
insurance fees and expenses for any loan title insurance policies, recording charges or other amounts payable in connection with any financing obtained by Purchaser; (vi) the fees and expenses
for the Title Company; and (vii) the fees and expenses of its own attorneys, accountants and consultants. 




ARTICLE XII  


 DEFAULT AND REMEDIES  


        Section
12.1    Seller's Default.    (a) If Seller fails to consummate the Closing under this Agreement (a
"Seller Default"), and no Purchaser Default has occurred which remains uncured, then Purchaser, as its sole and exclusive remedies, may elect to (i) terminate this Agreement and the Lafayette
Purchase Agreement, in which case the Earnest Money shall be refunded to Purchaser in accordance with Section 3.2(e), and the Parties shall have no further rights or obligations under this
Agreement or the Lafayette Purchase Agreement, except those which expressly survive such termination; or (ii) obtain a court order for specific performance with respect to Seller hereunder. 



        (b)   If
Seller fails to consummate the transaction contemplated by the Westgate Letter Agreement, then Purchaser, as its sole and exclusive remedy, may elect to terminate the
Westgate Letter Agreement, in which case the Westgate Deposit shall be refunded to Purchaser in accordance with Section 3.2(f), and the Parties shall have no further rights or obligations under
the Westgate Letter Agreement. 




        Section
12.2    Seller's Right to Cure.    Notwithstanding anything to the contrary in this Agreement or the Related
Purchase Agreements Purchaser shall not have the right to exercise its remedies under Section 12.1(a) for a Seller Default, Section 12.1(b) for a default relative to the Westgate
Letter Agreement, or Section 9.1(b) for a failure of a Purchaser Closing Condition (a "Purchaser Closing Condition Failure"), unless
Purchaser has provided written notice to Seller specifying in reasonable detail the nature of the Seller Default, the default relative to the Westgate Letter Agreement, or the
Purchaser Closing Condition Failure (as the case may be), and Seller has not cured such Seller Default, such default relative to the Westgate Letter Agreement, or such Purchaser Closing Condition
Failure (as the case may be) within twenty (20) days after Seller's receipt of such notice (the "Seller Cure Period"), in which case the Closing
shall be postponed until the date which is five (5) Business Days after the expiration of the Seller Cure Period. 


        Section
12.3    Purchaser's Default.    If Purchaser fails to perform any of its other covenants or obligations or if
any representation made by Purchaser is untrue under this Agreement or any Related Purchase Agreement in any material respect which breach or default is not caused by a Seller Default (each, a
"Purchaser Default"), then Seller, may elect to (i) terminate this Agreement, the Lafayette Purchase Agreement, and, if Seller so elects in its
sole and absolute discretion, the Westgate Letter Agreement, by providing written notice to Purchaser, in which case (A) the Earnest Money shall be disbursed to Seller in accordance with
Section 3.2(d), (B) if Seller has elected to terminate the Westgate Letter Agreement, the Westgate Deposit shall be returned to Purchaser, and (C) the Parties shall have no
further rights or obligations under this Agreement, the Lafayette Purchase Agreement, or, if Seller has elected to terminate the Westgate Letter Agreement, the Westgate Letter Agreement, except those
which expressly survive such termination, (ii) proceed to Closing, in which case Seller shall be deemed to have waived such Purchaser Default, or (iii) obtain a court order for specific
performance with respect to Purchaser hereunder or any Related Purchase Agreement. Notwithstanding the foregoing, Seller shall have the right to bring an action for damages against Purchaser for
Purchaser's breach of its covenants or obligations under Section 15.2. This Section 10.3 shall survive the termination of this Agreement and the Lafayette Purchase Agreement. 


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        Section
12.4    LIQUIDATED DAMAGES.    THE PARTIES ACKNOWLEDGE AND AGREE THAT IF THIS AGREEMENT AND THE LAFAYETTE
PURCHASE AGREEMENT ARE TERMINATED PURSUANT TO SECTION 12.3, THE DAMAGES THAT SELLER WOULD SUSTAIN AS A RESULT OF SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO ASCERTAIN. ACCORDINGLY, IF
SELLER EXERCISES ITS RIGHT TO TERMINATE PURSUANT TO CLAUSE (I) OF SECTION 12.3, THE PARTIES AGREE THAT SELLER SHALL RETAIN THE EARNEST MONEY AS FULL AND COMPLETE LIQUIDATED DAMAGES (AND NOT AS
A PENALTY) AS SELLER'S REMEDY FOR SUCH TERMINATION; PROVIDED, HOWEVER, THAT IN ADDITION TO THE EARNEST
MONEY, SELLER SHALL RETAIN ALL RIGHTS AND REMEDIES UNDER THIS AGREEMENT WITH RESPECT TO THOSE OBLIGATIONS OF PURCHASER WHICH EXPRESSLY SURVIVE SUCH TERMINATION. 


ARTICLE XIII  


 RISK OF LOSS  


        Section
13.1    Casualty.    If, at any time after the Effective Date and prior to Closing or earlier termination of
this Agreement and the Lafayette Purchase Agreement, any Theater (and the Transferred Property related thereto) or any portion thereof is damaged or destroyed by fire or any other casualty (a
"Casualty"), Seller shall give written notice of such Casualty to Purchaser promptly after the occurrence of such Casualty. 




        (a)    Material Casualty.    If the amount of the repair or restoration of the Theater (and the Transferred Property
related thereto) required by a Casualty equals or exceeds twenty-five percent (25%) of the fair market value of the Theater, as determined by mutual agreement of the Parties in their good
faith, reasonable judgment (a "Material Casualty") and the Casualty was not caused by Purchaser or its employees or agents, then Purchaser shall have
the right to elect, by providing written notice to Seller within ten (10) days after Purchaser's receipt of Seller's written notice of such Casualty, (i) to terminate this Agreement and
the Lafayette Purchase Agreement as of the date that is thirty (30) days after Seller's receipt of such notice, in which case the Earnest Money shall be refunded to Purchaser in accordance with
Section 3.2(e), and the Parties shall have no further rights or obligations under this Agreement or the Lafayette Purchase Agreement, except those which expressly survive such termination, or
(ii) proceed to Closing, without terminating this Agreement and the Lafayette Purchase Agreement, in which case Seller shall (A) provide Purchaser with a credit against the Purchase
Price in an amount equal to the lesser of: (1) the applicable insurance deductible and/or self-insured retention, and (2) and the reasonable estimated costs for the repair or
restoration of the Theater (and the Transferred Property related thereto) required by such Casualty, and (B) transfer and assign to Purchaser all of Seller's right, title and interest in and to
all proceeds from all casualty and lost profits insurance policies maintained by Seller with respect to the Theater (and the Transferred Property related thereto), except those proceeds allocable to
lost profits and costs actually incurred by Seller for the period prior to the Closing. If Purchaser fails to provide written notice of its election to Seller within such ten (10) day period,
then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (ii) of this preceding sentence. If the Closing is scheduled to occur within five
(5) Business Days after the expiration of Purchaser's ten (10) day election period, the Closing Date shall be postponed until the date which is five (5) Business Days after the
expiration of such ten (10) day election period. 


        (b)    Non-Material Casualty.    In the event of any (i) Casualty which is not a Material Casualty,
or (ii) Material Casualty which is caused by Purchaser or its employees or agents, 




29







 





then
Purchaser shall not have the right to terminate this Agreement and the Lafayette Purchase Agreement, but shall proceed to Closing, in which case Seller shall (A) provide Purchaser with a
credit against the Purchase Price (except if such Casualty is caused by Purchaser, in which case no credit shall apply) in an amount equal to the lesser of: (1) the applicable insurance
deductible and/or self-insured retention, and (2) the reasonable estimated costs for the repair or restoration required by such Casualty, and (B) transfer and assign to
Purchaser all of Seller's right, title and interest in and to all proceeds from all casualty and lost profits insurance policies maintained by Seller with respect to the Theater (and the Transferred
Property related thereto), except those proceeds allocable to any lost profits or costs actually incurred by Seller for the period prior to the Closing. 


        (c)    Covenants Regarding Existing Casualty at New Iberia Theater.    Seller and Purchaser acknowledge that the New
Iberia Theater may have been damaged prior to the Effective Date by Hurricane Rita. From and after Closing, the Parties agree to reasonably cooperate with one another and their respective consultants
and work in good faith to assess the extent of the damage, if any, and the scope of any further restoration with respect to such casualty (beyond the restoration performed by Seller as of the
Effective Date), if any, required under the terms of the New Iberia Lease. If the Parties determine, in their good faith reasonable judgment, that further restoration is required under the terms of
the New Iberia Lease and that the cost of such restoration would be covered by Seller's existing casualty insurance with respect thereto, then Seller shall use reasonable efforts to submit and
prosecute a claim thereunder for the cost of such further restoration and shall turn over any insurance proceeds (which shall be net of any deductible carried by Seller) recovered and actually
received by Seller on account thereof in excess of the costs and expenses previously incurred by Seller on account of its restoration efforts with respect to such casualty prior to the Effective Date
together with the costs and expenses of submitting and prosecuting such claim, but in no event shall Seller be obligated to expend or invest any sum of money or take any extraordinary actions in
connection therewith, unless Purchaser agrees to reimburse Seller for the expenses incurred in connection with the same. In addition to the foregoing, the Purchaser will also receive any portion of
Seller's insurance deductible attributable to the New Iberia claim in excess of $25,000. Seller's covenants herein shall not be construed as an assignment of Seller's claim and in no event shall
Purchaser have the right to proceed directly against Seller's insurer. Purchaser acknowledges and agrees that Seller has made no representations or warranties, whether express or implied, regarding
Seller's ability to recover or actually collect any such insurance proceeds. Purchaser agrees that Seller shall have no liability whatsoever to Purchaser for its failure to recover or collect any
insurance proceeds on account of such casualty. This Section shall survive Closing and the delivery of the Deed. 





        Section
13.2    Condemnation.    If, at any time after the Effective Date and prior to Closing or the earlier
termination of this Agreement and the Lafayette Purchase Agreement, any Governmental Authority commences any condemnation proceeding or other proceeding in eminent domain (a
"Condemnation") with respect to all or any portion of the real property comprising any Theater (and the Transferred Property related thereto), Seller
shall give written notice of such Condemnation to Purchaser promptly after Seller receives notice of such Condemnation. In the event of any such Condemnation, Purchaser shall have the right to elect,
by providing written notice to Seller within ten (10) days after Purchaser's receipt of Seller's written notice of such Condemnation, (i) to terminate this Agreement and the Lafayette
Purchase Agreement, in which case the Earnest Money shall be refunded to Purchaser in accordance with Section 3.2(e), and the Parties shall have no further rights or obligations under this
Agreement or the Lafayette Purchase Agreement, except those which expressly survive such termination, or (ii) proceed to Closing, without terminating this Agreement and the Lafayette Purchase
Agreement, in which case Seller shall assign to Purchaser all of Seller's right, title and interest in all proceeds and awards from such Condemnation. If Purchaser fails to provide written 


30







 

notice
of its election to Seller within such ten (10) day period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (ii) of the preceding
sentence. If the Closing is scheduled to occur within five (5) Business Days after the expiration of Purchaser's ten (10) day election period, the Closing Date shall be postponed until
the date which is five (5) Business Days after the expiration of such ten (10) day election period. 


ARTICLE XIV  


 SURVIVAL, INDEMNIFICATION AND RELEASE  


        Section
14.1    Survival.    Except as expressly set forth in this Section 14.1, all representations,
warranties, covenants, liabilities and obligations shall be deemed (i) if the Closing occurs, not to survive the Closing, or (ii) if this Agreement and the Lafayette Purchase Agreement
are terminated, not to survive such termination. 




        (a)    Survival of Certain Representations and Warranties.    All representations and warranties made (i) by
Seller in Section 7.1(d) thru (p), inclusive, shall be deemed (A) if the Closing occurs, to survive the Closing for a period of six (6) months, or (B) if this
Agreement and the Lafayette Purchase Agreement are terminated, not to survive such termination and (ii) by Purchaser in Section 7.2(d) thru (e), inclusive, shall be deemed
(A) if the Closing occurs, to survive the Closing for a period of six (6) months, or (B) if this Agreement and the Lafayette Purchase Agreement are terminated, not to survive such
termination. All representations and warranties made (i) by Seller in Section 7.1(a) thru (c), inclusive, shall be deemed (A) if the Closing occurs, to survive the Closing
for a period of one (1) year, or (B) if this Agreement
and the Lafayette Purchase Agreement are terminated, not to survive such termination and (ii) by Purchaser in Section 7.2(a) thru (c), inclusive, shall be deemed (A) if the
Closing occurs, to survive the Closing for a period of one (1) year, or (B) if this Agreement and the Lafayette Purchase Agreement are terminated, not to survive such termination. All
other representations and warranties made by Seller and Purchaser hereunder (if any) shall be deemed (i) if the Closing occurs, not to survive the Closing, or (ii) if this Agreement and
the Lafayette Purchase Agreement are terminated, not to survive such termination. 



        (b)    Survival of Covenants and Obligations.    If this Agreement and the Lafayette Purchase Agreement are
terminated, only those covenants and obligations to be performed by the Parties under this Agreement which expressly survive the termination of this Agreement and the Lafayette Purchase Agreement
shall survive such termination. If the Closing occurs, only those covenants and obligations to be performed by the Parties under this Agreement and the Lafayette Purchase Agreement which expressly
survive the Closing shall survive the Closing. 


        (c)    Survival of Indemnification.    This Article XIV and all other rights and obligations of defense and
indemnification as expressly set forth in this Agreement shall survive the Closing or termination of this Agreement and the Lafayette Purchase Agreement. 





        Section
14.2    Indemnification by Seller.    Subject to the limitations set forth in Article V,
Sections 14.1, 14.4, 14.5, 14.6, 14.7, 14.8 and any other express provision of this Agreement, Seller shall indemnify and hold harmless the Purchaser Indemnitees from and against any
Indemnification Loss incurred by any Purchaser Indemnitee to the extent resulting from the breach by Seller of any of its covenants, obligations, representations, or warranties under this Agreement or
the Lafayette Purchase Agreement which expressly survives the Closing or termination of this Agreement and the Lafayette Purchase Agreement. 


31







 

        Section
14.3    Indemnification by Purchaser.    Subject to the limitations set forth in Sections 14.1, 14.4, 14.5 and
14.6, Guarantor and Purchaser, on a joint and several basis, shall indemnify and hold harmless the Seller Indemnitees from and against any Indemnification Loss incurred by any Seller Indemnitee to the
extent resulting from (i) any breach by Purchaser of any of its covenants, obligations, representations, or warranties under this Agreement or the Lafayette Purchase Agreement which expressly
survives the Closing or termination of this Agreement and the Lafayette Purchase Agreement, and (ii) any Assumed Liabilities. 


        Section
14.4    Limitations on Indemnification Obligations.    




        (a)    Failure to Provide Timely Notice of Indemnification Claim.    Notwithstanding anything to the contrary in this
Agreement, an Indemnitee shall not be entitled to defense or indemnification to the extent the Indemnitee's failure to notify the Indemnitor of the potential claim within thirty (30) days of
receipt of notice of the potential claim or Indemnification Loss, (i) materially prejudices the Indemnitor's ability to defend against any Third-Party Claim on which such Indemnification Claim
is based, or (ii) increases the amount of Indemnification Loss incurred in respect of such indemnification obligation of the Indemnitor. 


        (b)    Effect of Taxes, Insurance or Other Reimbursement.    Notwithstanding anything to the contrary in this
Agreement, the amount of any Indemnification Loss for which indemnification is provided to an Indemnitee under this Article XIV shall be net of any tax benefits realized or insurance proceeds
received by such Indemnitee in connection with the Indemnification Claim, or any other third-party reimbursement. The Indemnitee shall use commercially reasonable efforts to realize any tax benefit,
collect any insurance proceeds or obtain any third-party reimbursement with respect to such Indemnification Claim, and if such tax benefits, insurance proceeds or reimbursement are realized or
obtained by the Indemnitee after the Indemnitor has paid any amount in respect of an Indemnification Loss to the Indemnitee, the Indemnitee shall reimburse the amount realized or collected by the
Indemnitee up to the amount received from the Indemnitor for such Indemnification Loss. 





        Section
14.5    Indemnification Procedure.    




        (a)    Notice of Indemnification Claim.    If any of the Seller Indemnitees or Purchaser Indemnitees (as the case may
be) (each, an "Indemnitee") is entitled to defense or indemnification under Section 14.2 or 14.3 or any other express provision in this Agreement
(each, an "Indemnification Claim"), the Party required to provide defense or indemnification to such Indemnitee (the
"Indemnitor") shall not be obligated to defend, indemnify and hold harmless such Indemnitee unless and until such Indemnitee provides written notice to
such Indemnitor promptly after a Third-Party Claim is made on which such Indemnification Claim is based, describing in reasonable detail such facts and circumstances or Third-Party Claim with respect
to such Indemnification Claim. 


        (b)    Resolution of Indemnification Claim Not Involving Third-Party Claim.    If the Indemnification Claim does not
involve a Third-Party Claim and is disputed by the Indemnitor, the dispute shall be resolved by litigation or other means of alternative dispute resolution as the Parties may agree in writing. 



        (c)    Resolution of Indemnification Claim Involving Third-Party Claim.    If the Indemnification Claim involves a
Third-Party Claim, the Indemnitor shall have the right (but not the obligation) to assume the defense of such Third-Party Claim, at its cost and expense, and shall use good faith efforts consistent
with prudent business judgment to defend such Third-Party Claim, provided that (i) the counsel for the Indemnitor who shall conduct the defense of the Third-Party Claim shall be reasonably
satisfactory to the Indemnitee (unless selected by Indemnitor's insurance company), (ii) the Indemnitee, at its cost and expense, may 




32







 





participate
in, but shall not control, the defense of such Third-Party Claim, and (iii) the Indemnitor shall not enter into any settlement or other agreement which requires any performance by
the Indemnitee, other than the payment of money which shall be paid by the Indemnitor. The Indemnitee shall not enter into any settlement agreement with respect to the Indemnification Claim, without
the Indemnitor's prior written consent, which consent may be withheld in Indemnitor's sole and absolute discretion. If the Indemnitor elects not to assume the defense of such Third-Party Claim, the
Indemnitee shall have the right to retain the defense of such Third-Party Claim and shall use good faith efforts consistent with prudent business judgment to defend such Third-Party Claim in an
effective and cost-efficient manner and the Indemnitor shall reimburse the Indemnitee for the reasonable actual out-of-pocket attorneys fees and expenses incurred
by the Indemnitee in connection with such defense. 





        Section
14.6    Exclusive Remedy for Indemnification Loss.    Except for claims based on fraud or willful misconduct,
the indemnification provisions in this Article XIV shall be the sole and exclusive remedy of any Indemnitee with respect to any claim for Indemnification Loss arising from or in connection with
this Agreement. 


        Section
14.7    RELEASE OF SELLER FOR VIOLATIONS OF APPLICABLE LAW.    PURCHASER (FOR ITSELF AND ALL PURCHASER
INDEMNITEES) DOES HEREBY FOREVER RELEASE AND DISCHARGE THE SELLER INDEMNITEES FROM ANY AND ALL CLAIMS THAT PURCHASER OR ANY PURCHASER INDEMNITEE MAY HAVE AGAINST ANY SELLER INDEMNITEE RESULTING
FROM VIOLATIONS OF APPLICABLE LAW INCLUDING, WITHOUT LIMITATION VIOLATIONS OF THE AMERICANS WITH DISABILITIES ACT OF 1990 AND ALL ENVIRONMENTAL CLAIMS AND ENVIRONMENTAL LIABILITIES, WHETHER NOW KNOWN
OR UNKNOWN TO PURCHASER; PROVIDED, HOWEVER, THAT SUCH RELEASE AND DISCHARGE SHALL NOT APPLY TO ANY
INDEMNIFICATION OBLIGATION OF SELLER TO THE EXTENT RESULTING FROM A BREACH OF SELLER'S REPRESENTATIONS OR WARRANTIES SET FORTH IN SECTION 7.1(G). 


ARTICLE XV  


 MISCELLANEOUS PROVISIONS  


        Section
15.1    Notices.    




        (a)    Method of Delivery.    All notices, requests, demands and other communications required to be provided by any
Party under this Agreement (each, a "Notice") shall be in writing and delivered, at the sending Party's cost and expense, by (i) personal
delivery, (ii) certified U.S. mail, with postage prepaid and return receipt requested, (iii) overnight courier service, or (iv) facsimile transmission, with a verification copy
sent on the same day by any of the methods set forth in clauses (i), (ii) or (iii), to the recipient Party at the following address or facsimile number: 





        If to Seller: 




c/o
United Artists Theatre Circuit, Inc.

9110 E. Nichols Avenue

Englewood, Colorado 80112

Attn: Gerald M. Grewe, Esq.

Facsimile No.: (303) 792-8228 




33







 


With
a copy to: 


c/o
Regal Cinemas

7132 Regal Lane

Knoxville, TN 37918

Attn: General Counsel and Real Estate 


With
a copy to: 


Kirkland &
Ellis LLP

200 East Randolph Drive

Chicago, Illinois 60601

Attn: Robert T. Buday, Esq.

Facsimile No.: (312) 660-0592 





        If to Purchaser: 




c/o
Southern Theatres

305 Baronne Street, Suite 900

New Orleans, Louisiana 70112

Attn: George Solomon

Facsimile No.: 


With
a copy to: 


Jones
Walker

Four United Plaza

8555 United Plaza Blvd.

Baton Rouge, Louisiana 70809

Attn: Louis S. Quinn, Jr., Esq.

Facsimile No.: (225) 248-3054 


        (b)    Receipt of Notices.    All Notices sent by a Party (or its counsel pursuant to Section 15.1(d)) under
this Agreement shall be deemed to have been received by the Party to whom such Notice is sent upon (i) delivery to the address or facsimile number of the recipient Party, provided that such
delivery is made prior to 5:00 p.m. (local time for the recipient Party) on a Business Day, otherwise the following Business Day, or (ii) the attempted delivery of such Notice if
(A) such recipient Party refuses delivery of such Notice, or (B) such recipient Party is no longer at such address or facsimile number, and such recipient Party failed to provide the
sending Party with its current address or facsimile number pursuant to Section 15.1(c). 


        (c)    Change of Address.    The Parties and their respective counsel shall have the right to change their respective
address and/or facsimile number for the purposes of this Section 15.1 by providing a Notice of such change in address and/or facsimile number as required under this Section 15.1. 



        (d)    Delivery by Party's Counsel.    The Parties agree that the attorney for such Party shall have the authority to
deliver Notices on such Party's behalf to the other Party hereto. 





        Section
15.2    No Recordation.    Purchaser shall not record this Agreement, nor the Related Purchase Agreements, nor
any memorandum or other notice of this Agreement or the Related Purchase Agreements, in any public records. Purchaser hereby grants a power of attorney to Seller (which power is coupled with an
interest and shall be irrevocable) to execute and record on behalf of Purchaser a memorandum or other notice removing this Agreement and the Related Purchase Agreements or any memorandum or other
notice of this Agreement and the Related Purchase Agreements from the public records, or evidencing the termination of this Agreement and the Related Purchase Agreements. 


34









   
        Section 15.3    Time is of the Essence.    Time is of the essence of this Agreement;  provided, however, that notwithstanding anything to the contrary in this Agreement, if the time period
for the performance of any covenant or obligation, satisfaction of any condition or delivery of any Notice or item required under this Agreement shall expire on a day other than a Business Day, such
time period shall be extended automatically to the next Business Day. 


        Section
15.4    Assignment.    Purchaser shall not assign this Agreement or any interest therein to any Person,
without the prior written consent of Seller, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Purchaser shall have the right to assign this Agreement to any Person
controlled by, controlling or under common control with Guarantor without Seller's consent. Notwithstanding any permitted assignment by Purchaser
hereunder, Purchaser shall not be released of its obligations hereunder. 


        Section
15.5    Successors and Assigns.    This Agreement shall be binding upon and inure to the benefit of the
Parties, and their respective successors and permitted assigns. 


        Section
15.6    Third Party Beneficiaries.    This Agreement shall not confer any rights or remedies on any Person
other than (i) the Parties and their respective successors and permitted assigns, and (ii) any Indemnitee to the extent such Indemnitee is expressly provided any right of defense or
indemnification in this Agreement. 


        Section
15.7    GOVERNING LAW.    THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF COLORADO, WITHOUT
GIVING EFFECT TO ANY PRINCIPLES REGARDING CONFLICT OF LAWS. 


        Section
15.8    Rules of Construction.    The following rules shall apply to the construction and
interpretation of this Agreement: 



        (a)   Singular
words shall connote the plural as well as the singular, and plural words shall connote the singular as well as the plural, and the masculine shall include the
feminine and the neuter, as the context may require. 


        (b)   All
references in this Agreement to particular articles, sections, subsections or clauses (whether in upper or lower case) are references to articles, sections,
subsections or clauses of this Agreement. All references in this Agreement to particular exhibits (whether in upper or lower case) are references to the exhibits attached to this Agreement,
unless otherwise expressly stated or clearly apparent from the context of such reference. 



        (c)   The
headings in this Agreement are solely for convenience of reference and shall not constitute a part of this Agreement nor shall they affect its meaning, construction
or effect. 


        (d)   Each
Party and its counsel have reviewed and revised (or requested revisions of) this Agreement and have participated in the preparation of this Agreement, and therefore
any rules of construction requiring that ambiguities are to be resolved against the Party which drafted the Agreement or any exhibits hereto shall not be applicable in the construction and
interpretation of this Agreement or any exhibits hereto. 


        (e)   The
terms "hereby," "hereof," "hereto," "herein," "hereunder" and any similar terms shall refer to this Agreement, and not solely to the provision in which such term is
used. 


        (f)    The
terms "include," "including" and similar terms shall be construed as if followed by the phrase "without limitation." 


        (g)   The
term "sole and absolute discretion" with respect to any determination to be made a Party under this Agreement shall mean the sole and absolute discretion of such
Party, without regard to any standard of reasonableness or other standard by which the determination of such Party might be challenged. 



35







 





        Section
15.9    No Severability.    Notwithstanding the provision for the transfer of title to the Leverage Leased
Theater by separate instrument, and the provision for the transfer of the Westgate Personal Property by separate instrument (all of which form the basis of the Parties' single agreement), the Parties
hereby expressly intend that this Agreement and the Related Purchase Agreements, and all of the provisions collectively therein, shall be construed as a single, whole and non-severable
agreement with respect to all matters herein and therein set forth, and if any term or provision of this Agreement or the Related Purchase Agreements is held to be or rendered invalid or unenforceable
at any time in any jurisdiction, then the entire Agreement and the Related Purchase Agreements shall be deemed invalid or unenforceable. 


        Section
15.10    WAIVER OF TRIAL BY JURY.    EACH PARTY HEREBY WAIVE ITS RIGHT TO A TRIAL BY JURY IN ANY LITIGATION OR
OTHER COURT PROCEEDING WITH RESPECT TO ANY MATTER ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT. 



        Section
15.11    Prevailing Party.    If any litigation or other court action, arbitration or similar adjudicatory
proceeding is commenced by any Party to enforce its rights under this Agreement against any other Party, all fees, costs and expenses, including, without limitation, reasonable attorneys fees and
court costs, incurred by the prevailing Party in such litigation, action, arbitration or proceeding shall be reimbursed by the losing Party; provided,  however, that if a Party to such litigation, action, arbitration or proceeding prevails in part, and loses in part, the court, arbitrator or other
adjudicator presiding over such litigation, action, arbitration or proceeding shall award a reimbursement of the fees, costs and expenses incurred by such Party on an equitable basis. 


        Section
15.12    Incorporation of Recitals, and Exhibits.    The recitals to this Agreement, and all exhibits and
schedules (as amended, modified and supplemented from time to time pursuant to Section 15.16) referred to in this Agreement are incorporated herein by such reference and made a part of this
Agreement. 


        Section
15.13    Entire Agreement.    This Agreement, the Related Purchase Agreements, and the Confidentiality
Agreement set forth the entire understanding and agreement of the Parties hereto, and shall supersede the Letter of Intent and any other agreements and understandings (written or oral) between the
Parties on or prior to the Effective Date with respect to the transactions described in this Agreement and the Related Purchase Agreements. 


        Section
15.14    Amendments, Waivers and Termination of Agreement.    No amendment or modification to any terms or
provisions of this Agreement, waiver of any covenant, obligation, breach or default under this Agreement or termination of this Agreement (other than as expressly provided in this Agreement), shall be
valid unless in writing and executed and delivered by each of the Parties. 



        Section
15.15    Not an Offer.    The delivery by Seller of this Agreement executed by Seller shall not constitute an
offer to sell the Property, and Seller shall have no obligation to sell the Property to Purchaser, unless and until all Parties have executed and delivered this Agreement to all other Parties. 


        Section
15.16    Execution of Agreement.    A Party may deliver executed signature pages to this Agreement by
facsimile transmission to any other Party, which facsimile copy shall be deemed to be an original executed signature page. This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which counterparts together shall constitute one agreement with the same effect as if the Parties had signed the same signature page. 


[Remainder
of page intentionally left blank;

Signatures on following pages] 


36









   
        IN WITNESS WHEREOF, each Party has caused this Agreement to be executed and delivered in its name by a duly authorized officer or representative. 



	 	 	SELLER:
	

 	
 	
UNITED ARTISTS THEATRE CIRCUIT, INC.,

a Maryland corporation
	

 	
 	

By:	


	

 	
 	

Name:	


	

 	
 	

Title:	


	

 	
 	
PURCHASER:
	
 	
 	
BOARDWALK VENTURES, LLC, a Louisiana limited liability company
	

 	
 	

By:	


	

 	
 	

Name:	


	

 	
 	

Title:	







	
JOINDER OF GUARANTOR:	

 
	
Guarantor hereby joins in the execution of this Agreement for the purpose of, and agrees to be bound by, the provisions set forth in Sections 2.7, 4.2, 10.4(d), and 14.3.	

 
	
SOUTHERN THEATRES, LLC,

a Louisiana limited liability company	

 
	

By:	
 	

	

 
	

Name:	
 	

	

 
	

Title:	
 	

	

 




37








   Exhibit "A"  


 Leases


	1.
	Bayou Landing 6 Theaters, 1000 Parkview Drive, Building 6A, New Iberia, Louisiana—Ground Lease Agreement dated
May 7, 1985, between Bayou Landing Limited Partnership and Teche Theatres, Inc. (predecessor in interest to Seller), as amended by that certain First Amendment to Ground Lease Agreement
dated September 27, 1985, between Bayou Landing Limited Partnership and Teche Theatres, Inc. (predecessor in interest to Seller), that certain Letter Agreement dated April 15,
1986, between Bayou Landing Limited Partnership and Teche Theatres, Inc. (predecessor in interest to Seller,) and all amendments, extensions and renewals thereof.



	2.
	Northgate 8 Theaters, 100 Castille Street, Lafayette, Louisiana—Lease dated August 17, 1977, between Northgate
Mall, Inc. and Southwest Louisiana Theatre Co., Inc., as amended by that certain Lease Amendment dated July 30, 1982, between Northgate Hayes Management Company (successor in
interest to Northgate Mall, Inc.) and Southwest Louisiana Theatre Co., Inc. (predecessor in interest to Seller), that certain Supplemental Agreement dated February 8, 1983,
between Northgate Hayes Management Company (successor in interest to Northgate Mall, Inc.) and Southwest Louisiana Theatre Co., Inc. (predecessor in interest to Seller), that certain
Second Lease Amendment dated August 20, 1983, between Northgate Hayes Management Company (successor in interest to Northgate Mall, Inc.) and Southwest Louisiana Theatre Co., Inc.
(predecessor in interest to Seller), that certain Lease Amendment dated November 20, 1984 between Northgate Hayes (successor in interest to Northgate Mall, Inc.) and Southwest Theatre
Company, Inc. (predecessor in interest to Seller), that certain extension letter given December 31, 1997, by Seller, and all amendments, extensions and renewals thereof.



	3.
	Turtle Creek 9 Theaters, 1000 Turtle Creek Drive, Hattiesburg, Mississippi—Lease dated January 3, 1994,
between Turtle Creek Limited Partnership and Seller, as amended by that certain First Amendment of Lease dated August 5, 1994, between Turtle Creek Limited Partnership and Seller, and all
amendments, extensions and renewals thereof. 


2








   Exhibit "B"  


 Owned Theater Legal Description


        That
certain parcel of property located in Section 25, Township 21 North, Range 5 East, Morehouse Parish, Louisiana, and more particularly described as follows: 



        From
the intersection of the Northern right-of-way line of Cypress Avenue and the Eastern right-of-way line of North Washington
Street, thence run N 05°38'03" E 535.80 feet to a point; thence turn and run S 86°39'
E 154.15 feet to a point in the eastern right-of-way line of North Franklin Street and THE POINT OF BEGINNING: thence run in a northwesterly direction along the
said eastern right-of-way line and said right-of-way being in a curve to the right and having a radius of 420.92 feet (the chord being
N 41°29'06" W 17.30 feet) and having an arc distance of 17.30 feet to an iron pipe; thence run
N 48°29'E 197.21 feet to a point; thence run S 87°15' E 53.33 feet to an iron pipe; thence run
N 02°45' E 159.04 feet to a point in the centerline of an abandoned alley; thence run S 87°15' E along the said
centerline of the abandoned alley 88.77 feet to a point; thence run S 87°00' E along the said centerline 153.66 feet to a point in the western
right-of-way line of the Arkansas & Louisiana Missouri Railroad; thence turn and run South along the said western right-of-way line of the
Arkansas & Louisiana Missouri Railroad 172.43 feet to an iron pipe; thence turn and run N 87°02' W 110.15 feet to an iron pipe; thence turn and run
South 254.5 5 feet to an iron pipe; thence run N 86°57' W 39.89 feet to an iron pipe; thence run
N 82°16'W 154.19 feet to an iron pipe; thence run N 89°22' W 42.18 feet to an iron pipe in the aforesaid
eastern right-of-way line of North Franklin Street; thence turn and run N 21°20' W along the eastern right-of-way
line 14.81 feet to a concrete monument; thence run in a northwesterly direction along the eastern right-of-way line and said right-of-way line
being in a curve and having a radius of 416.97 feet (the chord being N 35°57'02" W 81.62 feet) for 81.75 feet to a concrete
monument; thence run N 48°54' W along the said eastern
right-of-way line 47.49 feet to a concrete monument; thence turn and run N 86°39' W along the said
right-of-way 4.65 feet to a point and the Point of Beginning. The above described tract of land is situated in a portion of the NW 1/4 of
Section 25, Township 21 North, Range 5 East, Morehouse Parish, Louisiana, and containing 2.564 Acres, more or less. All as shown on that survey by Frank L.
Messinger, Registered Professional Land Surveyor, dated September 24, 1986. 


3








   Exhibit "C"


 Additional Leases; R&S Lease  


	A.
	Additional Leases:



	1.
	Westbrook 4 Theaters, 454 Brookway Boulevard, Brookhaven, Mississippi—Lease Agreement dated
September 8, 1976, between West Brook Plaza and Gulf International Cinema Corporation (predecessor in interest to Seller), as amended by that certain Lease
Modification—Addenda #1 dated October 1, 1977, between West Brook Plaza and Gulf International Cinema Corporation (predecessor in interest to Seller), that certain Lease
Agreement dated January 27, 1981, between West Brook Plaza and Gulf International Cinema Co. (predecessor in interest to Seller), that certain extension letter dated November 5, 1985,
between West-Brook Plaza and Gulf International Cinema Co. (predecessor in interest to Seller), that certain extension letter given November 18, 1991, by Seller, that certain
extension letter given November 25, 1996, by Seller, that certain Amendment of Lease Agreement dated December 11, 2001, between West Brook Plaza and Seller, that certain extension letter
given November 15, 2004, by Seller, and all amendments, extensions and renewals thereof.



	2.
	Sawmill Square 5 Theaters, 910 Sawmill Road, Laurel, Mississippi—Lease dated June 9, 1980, between
Sawmill Square Associates and Gulf International Cinema Corporation (predecessor in interest to Seller), as amended by that certain extension letter given December 21, 1995, by Seller, that
certain Lease Modification Agreement dated January 25, 2001, between Sawmill Square Associates and Seller, that certain Second Lease Modification Agreement dated May 7, 2004, between
Sawmill Square Associates and Seller, and all amendments, extensions and renewals thereof.



	3.
	Natchez Mall 4 Theaters, 350 John R. Junkin Drive, Natchez, Mississippi—Lease dated September 9,
1977, between Natchez Mall, Ltd. (predecessor in interest to Natchez Mall, L.L.C.) and Gulf International Cinema Corporation (predecessor in interest to Seller), as amended by that certain
First Amendment to Lease dated September 24, 1979, between Natchez Mall, Ltd. (predecessor in interest to Natchez Mall, L.L.C.) and Gulf International Cinema Corporation (predecessor in
interest to Seller), that certain extension letter given April 11, 1995, and received April 17, 1995, by Renew Corporation, that certain extension letter given March 18, 1999, by
Seller, that certain extension letter given March 31, 2004, by Regal Entertainment Group, and all amendments, extensions and renewals thereof.



	4.
	Lee Hill 6 Theaters, 1350 Boone Street, Leesville, Louisiana—Commercial Lease dated September 29, 1983, between
Truman Nichols and SLV, Inc. (predecessor in interest to Seller), as amended by that certain letter agreement dated November 1, 1999, between Nichols Dry Goods Company, Inc.
(successor in interest to Truman Nichols) and Seller, that certain First Amendment to Commercial Lease dated October 28, 2003, between Nichols Dry Goods Company of Many, Inc. (successor
in interest to Truman Nichols) and Seller, and all amendments, extensions and renewals thereof.






	B.
	R&S Lease. 



Bonita Lakes 9, 1680 Bonita Lakes Circle, Meridian, Mississippi—Lease dated September 2, 1997, between Bonita Lakes
Mall Limited Partnership and Seller, which was assigned to R&S pursuant to that certain Assignment and Assumption Agreement dated September 18, 1997, and as amended. 



4








   Exhibit "D"  


 List of FF&E


 [To be attached]


5








   Exhibit "E"  


 Form of Letter of Credit


 (On Letterhead of Issuing Bank)  



	Date	 	Credit Number: (Insert Number)
	

 	
 	

Expiration Date: (Insert Date)
	

Beneficiary:	
 	

Applicant:
	

United Artists Theatre Circuit, Inc.	
 	

 
	




	

 	



 





Gentlemen:



        We
hereby establish our irrevocable letter of credit (the "Credit") in favor of United Artists Theatre Circuit, Inc., a Maryland
corporation ("UATC"), in the aggregate amount of
$                                         
 U.S. Currency (                        Dollars). 



        All
or any part of the Credit is available by sight draft or drafts drawn on us by you. Such draft or drafts must be accompanied by a statement, signed by an officer or agent of UATC, to
the effect that the amount drawn herewith represents funds which UATC is entitled to draw from this Credit pursuant to Section 2.6 of that certain Purchase Agreement dated
October     , 2005, by and between UATC and Boardwalk Ventures, LLC, a Louisiana limited liability company. 


        All
documents presented to us in connection with any demand for payment hereunder, as well as all notices and other communications to us in respect of this Credit, shall be in writing
and shall make specific reference to this Credit by number. All drafts must be marked "Drawn under (Insert Name of Issuing Bank) Credit
No. (Insert Number)." 


        We
hereby agree that drafts drawn under and in compliance with the terms of this Credit will be honored upon presentation and delivery of drafts as specified, without inquiry by us into
the accuracy of any of the statements contained in any of such drafts, if presented at this office, (Insert Address of Issuing Bank as Shown on
Letterhead). 


        This
Letter of Credit will be automatically renewed for a one year period upon the expiration date set forth above and upon each anniversary of such date, unless we notify you in writing
by registered mail, at least thirty (30) days prior to such expiration date or at least thirty (30) days prior to the expiration of the period for which this Letter of Credit is renewed,
that we elect not to so renew this Letter of Credit. Upon renewal, we will notify you in writing that this Letter of Credit has been automatically renewed. 


6







 

        UATC
shall have the right to assign this Credit by providing written notice thereof to us to the following address: 



	

	

 
	

	

 
	

	

 
	

	

 






        This
Credit is subject to the Uniform Customs and Practice for documentary Credits (1983 Revision), International Chamber of Commerce Publication No. 400 (the "Uniform Customs").
This Credit shall be deemed to be a contract made under the laws of the State of (Insert State in Which Issuing Bank's Principal Place of Business is
Located) and shall, as to matters not governed by the Uniform Customs, be governed by and construed in accordance with the laws of such State. 



	 	(INSERT IDENTIFICATION OF AND

EXECUTION BY ISSUING BANK)
	

 	






7








   Exhibit "F"  


 Form of Guaranty


 [To be attached]  


8








   Exhibit "G"  


 Form of Owned Theater Deed


 [To be attached]  


9








   Exhibit "H"


 Form of Assignment and Assumption Agreement and
  Form of Hattiesburg Assignment and Assumption Agreement  


ASSIGNMENT AND ASSUMPTION OF LEASE  


        THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this "Agreement") is made
as of this            day of                        , 2005 (the
"Effective Date"), by and between                        ,
a            corporation
("Assignor"), and                        , a corporation ("Assignee"). 


        WHEREAS,
Assignor and Assignee (or an Affiliate thereof) are parties to that certain Purchase and Sale Agreement dated as
of                        , 2005 (the "Purchase
Agreement"), pursuant to which Assignor, among other things, has agreed to sell, assign, transfer and convey to Assignee, the Transferred Property (as defined therein). 



        WHEREAS,
in connection with the sale and purchase of the Transferred Property, Assignor has agreed to assign to Assignee, and Assignee has agreed to assume from Assignor, all right,
title and interest of Assignor into and under the Leases described in Exhibit "A" attached hereto and all amendments, extensions and renewals
thereof. Terms not otherwise defined herein shall have the meanings set forth in the Leases. 


        NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows: 



        1.    Assignment by Assignor.    Assignor hereby assigns, transfers and conveys to Assignee all of the Assignor's
right, title and interest in and to the Leases. 


        2.    Acceptance and Assumption by Assignee.    Assignee hereby accepts the assignment, transfer and conveyance of the
Leases. Assignee assumes and agrees to perform all of the obligations, liabilities, covenants, duties and agreements of Assignor under the Leases, from and after the Effective Date. 



        3.    [Right of Reassignment.    ADD IF ASSIGNOR IS NOT
RELEASED BY LANDLORD UNDER LEASE If Assignee shall default or otherwise fail to perform under any Lease, then, unless Landlord shall have been enjoined from exercising any remedy under the Lease on
account thereof (either voluntarily by agreement or involuntary by issuance of a court order from a court of competent jurisdiction), for so long as such default or failure shall continue beyond the
applicable notice and cure period, and provided that Assignor shall not have been released by the landlord under the Lease, Assignor shall have the right to cause a reassignment of such Lease or, at
Assignor's election in its sole and absolute discretion, all or any other Lease to Assignor immediately upon written notice thereof to Assignee. In such event, Assignee shall execute and deliver to
Assignor an assignment and assumption agreement and such other instruments of transfer with respect to the Lease as may be reasonably requested by Assignor. Notwithstanding any reassignment of any
Lease as aforesaid, Assignee shall not be released of its obligations hereunder or under the Lease.]


        4.    [Limitation on Assignee's Right to Expand
Obligations.    ADD IF ASSIGNOR IS NOT RELEASED BY LANDLORD UNDER LEASE Assignor and Assignee acknowledge that the assignment and assumption
set forth herein is made in the context of the rights and obligations of the tenant under the Leases existing as of the date hereof. As an inducement to Assignor's entry into this Agreement, Assignee
hereby covenants that it shall not (i) extend, renew, or otherwise amend so as to lengthen the term of any Lease, regardless of whether the right to do any of the foregoing shall now exist
under any such Lease, (ii) expand any Theater or the leased premises described in any Lease, regardless of whether the right to do any of the foregoing shall now exist under any such Lease,
(iii) agree to any amendment to any Lease that would (A) increase the rent or any other monetary payment payable by tenant thereunder, or (B) expand the obligations of tenant
thereunder, unless in  


10







 



 any such instance Assignee shall have procured and delivered to Assignor a written release from the applicable Landlord under such Lease expressly releasing Assignor and its affiliates and their
respective successors and assigns of all of Assignor's obligations under the such Lease. In the event of any breach by Assignee of the foregoing covenant, Assignor shall have the right, in addition to
any right or remedy at law or in equity, to draw on the Letter of Credit (as defined in the Purchase Agreement).]



        5.    Notices.    All notices, requests, demands and other communications required to be provided by any party under
this Agreement (each, a "Notice") shall be in writing and delivered, at the sending Party's cost and expense, by (i) personal delivery,
(ii) certified U.S. mail, with postage prepaid and return receipt requested, (iii) overnight courier service, or (iv) facsimile transmission, with a verification copy sent on the
same day by any of the methods set forth in clauses (i), (ii) or (iii), to the recipient Party at the following address or facsimile number: 


        If to Assignor: 




c/o
United Artists Theatre Circuit, Inc.

9110 E. Nichols Avenue

Englewood, Colorado 80112

Attn: Gerald M. Grewe, Esq.

Facsimile No.: (303) 792-8228 


With
a copy to: 


c/o
Regal Cinemas

7132 Regal Lane

Knoxville, TN 37918

Attn: General Counsel and Real Estate 


With
a copy to: 


Kirkland &
Ellis LLP

200 East Randolph Drive

Chicago, Illinois 60601

Attn: Robert T. Buday, Esq.

Facsimile No.: (312) 660-0592 





        If to Assignee: 




c/o
Southern Theatres

305 Baronne Street, Suite 900

New Orleans, Louisiana 70112

Attn: George Solomon

Facsimile No.: 


With
a copy to: 


Jones
Walker

Four United Plaza

8555 United Plaza Blvd.

Baton Rouge, Louisiana 70809

Attn: Louis S. Quinn, Jr., Esq.

Facsimile No.: (225) 248-3054 





        All
Notices sent by a party (or its counsel pursuant to this Section 5) under this Agreement shall be deemed to have been received by the party to whom such Notice is sent upon
(i) delivery to the address or facsimile number of the recipient party, provided that such delivery is made prior to 


11







 

5:00 p.m.
(local time for the recipient party) on a Business Day, otherwise the following Business Day, or (ii) the attempted delivery of such Notice if (A) such recipient party
refuses delivery of such Notice, or (B) such recipient party is no longer at such address or facsimile number, and such recipient party failed to provide the sending party with its current
address or facsimile number pursuant to this Section 5. The parties and their respective counsel shall have the right to change their respective address and/or facsimile number for the purposes
of this Section 5 by providing a Notice of such change in address and/or facsimile number as required under this Section 5. The parties agree that the attorney for such party shall have
the authority to deliver Notices on such party's behalf to the other party hereto. As used herein, the term "Business Day" means any day other than a
Saturday, Sunday or federal legal holiday. 


        6.    Successors and Assigns; Third-Party Beneficiaries.    This Agreement shall be binding upon and inure to the
benefit of Assignor and Assignee, and their respective successors and assigns. This Agreement shall not confer any rights or remedies upon any Person other than the Assignor, Assignee and Indemnitees
as expressly provided under the Purchase Agreement. 



        7.    Entire Agreement; Amendments to Agreement.    This Agreement (including the recitals to this Agreement which are
incorporated herein) and the Purchase Agreement set forth the entire understanding and agreement of the parties hereto, and shall supersede any other agreements and understandings (written or oral)
between Assignor and Assignee on or prior to the date of this Agreement with respect to the matters set forth herein. No amendment or modification to any terms of this Agreement, waiver of any
covenant, obligation, breach or default under this Agreement or termination of this Agreement (other than as expressly provided in this Agreement), shall be valid unless in writing and executed and
delivered by Assignor and Assignee. 


        8.    Counterparts.    This Agreement may be executed in any number of counterparts, each of which shall be deemed an
original and all of which counterparts together shall constitute one agreement with the same effect as if the parties had signed the same signature page. 


[Remainder
of page intentionally left blank;

Signatures on following page] 


12









   
        IN WITNESS WHEREOF, Assignor and Assignee have caused this Agreement to be executed and delivered in their names by their respective duly authorized officers or representatives as of the
Effective Date. 



	 	 	ASSIGNOR:
	

 	
 	

                                         
                 ,

a                        corporation
	

 	
 	

By:	


	

 	
 	

Name:	


	

 	
 	

Title:	


	

 	
 	
ASSIGNEE:
	

 	
 	

                                         
                 ,

a                        corporation
	

 	
 	

By:	


	

 	
 	

Name:	


	

 	
 	

Title:	






13








   Exhibit "I"  


 Form of Bill of Sale  


BILL OF SALE  


        FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, UNITED ARTISTS THEATRE CIRCUIT, INC., a Maryland corporation (the "Seller"), does hereby sell, assign and transfer to BOARDWALK
VENTURES, LLC, a Louisiana limited liability company (the "Buyer"), all of the right, title and interest of Seller in and to all tangible personal
property, equipment and furnishings (the "Personal Property") owned by Seller, if any, located on or in, or used in connection with, the real property
more particularly described in Exhibit "A" attached hereto and made a part hereof (the "Real Property"),
and/or located on or in, or used in connection with the buildings and structures located thereon (the "Improvements"), (which Real Property and
Improvements are referred to collectively herein as the "Premises"), and remaining located at the Premises as of November 3, 2005. 


        This
Bill of Sale is made without any representation or warranty by Seller, express or implied, except that Seller warrants to Purchaser that Seller owns the Personal Property sold,
assigned and transferred hereby, free and clear of all liens, encumbrances, security interests, or other interests of third parties (other than Landlord Liens, as defined in that certain Purchase
Agreement dated October     , 2005, between Seller and Buyer). 


        IN
WITNESS WHEREOF, Seller has executed this Bill of Sale as of this    day of November, 2005. 



	 	 	UNITED ARTISTS THEATRE CIRCUIT, INC., a Maryland corporation
	

 	
 	

By:	


	

 	
 	

Name:	


	

 	
 	

Title:	






15








   Exhibit "J"  


Form of Additional Purchase Agreement


 [To be attached]  


2








AMENDMENT TO PURCHASE AGREEMENT  


        This AMENDMENT TO PURCHASE AGREEMENT (this "Amendment") is made as of the 20th day of October, 2005
(the "Effective Date"), by and between UNITED ARTISTS THEATRE CIRCUIT, INC., a Maryland corporation
("Seller"), and BOARDWALK VENTURES, LLC, a Louisiana limited liability company ("Buyer"). 


WITNESSETH: 


        WHEREAS,
Seller and Buyer entered into that certain Purchase Agreement dated as of October 11, 2005 (the "Purchase Agreement"),
with respect to the sale of certain real property located at 2315 Kaliste Saloom, Lafayette, Louisiana, as more particularly described therein; and 


        WHEREAS,
Seller and Buyer desire to amend the Purchase Agreement as hereinafter set forth. 



        NOW,
THEREFORE, in consideration of the mutual covenants herein set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, Seller and Buyer agree as follows: 


        1.    Capitalized Terms.    Capitalized terms used but not defined herein shall have the respective meanings ascribed
thereto in the Purchase Agreement. 


        2.    Purchase Price.    The reference to "ONE MILLION TWO HUNDRED FORTY-FIVE
THOUSAND AND 00/100 DOLLARS ($1,245,000.00)" in Section 6 of the Purchase Agreement is hereby deleted in its entirety and
the text "ONE MILLION THREE HUNDRED THOUSAND AND 00/100 ($1,300,000.00)" inserted therefor, such that the Purchase Price under the Purchase Agreement
shall be $1,300,000. 


        3.    Miscellaneous.    



        (a)   Except
as amended by this Amendment, all of the terms and conditions of the Purchase Agreement shall remain in full force and effect. 



        (b)   This
Amendment shall be governed by the laws of the State of Colorado, without giving effect to any principles regarding conflict of laws. 


        (c)   A
party may deliver executed signature pages to this Amendment by facsimile transmission to the other party, which facsimile copy shall be deemed to be an
original executed signature page. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one
agreement with the same effect as if the parties had signed the same signature page. 



[SIGNATURE
PAGES FOLLOW] 









   
        IN WITNESS WHEREOF, the Seller and Buyer have executed this Amendment as of the date and year first above written. 



	 	 	SELLER:
	
 	
 	

UNITED ARTISTS THEATRE CIRCUIT, INC.,

a Maryland corporation
	

 	
 	

By:	


	

 	
 	

Name:	


	

 	
 	

Its:	


	
 	
 	

BUYER:
	
 	
 	

BOARDWALK VENTURES, LLC, a Louisiana limited liability company
	

 	
 	

By:	

/s/  GEORGE SOLOMON      

	

 	
 	

Name:	

George Solomon

	

 	
 	

Its:	

Manager





2








EXECUTION COPY  


PURCHASE AGREEMENT  


        THIS PURCHASE AGREEMENT (the "Agreement") is made as of the 11th day of October, 2005 (the
"Effective Date"), by and between UNITED ARTISTS THEATRE CIRCUIT, INC., a Maryland corporation
("Seller"), and BOARDWALK VENTURES, LLC, a Louisiana limited liability company ("Buyer"). 


WITNESSETH: 


        WHEREAS,
Seller possesses a leasehold interest in the Property (hereinafter defined) pursuant to that certain Lease dated December 13, 1995 by and between Seller, as tenant, and
Wilmington Trust Company, a Delaware banking corporation, William J. Wade, an individual, not in their individual capacities but solely as the Owner Trustee under a Trust Agreement dated
December 13, 1995, as landlord (the "Fee Holder" and collectively with the Owner Participant, Remainderman Trustee, Remainderman Participant
(each as defined in therein), the "Owner Parties"), as amended by that certain Amendment to Leveraged Lease Facility and Second Supplemental Indenture
dated March 7, 2001 (as amended, the "Lease"); 


        WHEREAS,
pursuant to Section 21A.1 of the Lease, Seller has the right, but not obligation, subject to the terms of the Lease, to cause the Owner Parties to sell the Property to a
bona fide third-party Buyer not affiliated with Seller or its management; 


        WHEREAS,
Seller desires to cause the sale of the Property to Buyer and Buyer desires to purchase the Property, all in accordance with the terms and conditions herein set forth; and 



        WHEREAS,
Seller and VSS-Southern Theatres, LLC, an affiliate of Buyer, entered into that certain Letter Agreement dated June 30, 2005, and accepted July 5,
2005, with respect to the purchase by Buyer and the sale by Seller of certain personal property located at Westgate Cinema 8, 323 MacArthur Drive, Alexandria, Louisiana, as more particularly described
therein (such theater, the "Westgate Theater," and such Letter Agreement, the "Westgate Letter
Agreement"). 


        NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement and the Related Purchase Agreements, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Seller and Buyer agree as follows: 


        1.    Incorporation of Recitals.    The above-stated recitals are hereby incorporated herein and made a part of this
Agreement. 


        2.    Contingency Regarding the Ability to Convey the Property.    The terms and conditions of this Agreement relating
to the conveyance of the Property to Buyer are subject to and conditioned upon (i) Seller obtaining confirmation from the Owner Parties that this Agreement constitutes a Purchase Contract (as
defined in the Lease) for purposes of the Lease and (ii) the Owner Parties entering into a limited joinder (which limited joinder shall not modify the terms of this Agreement or the rights and
obligations of the parties hereunder) in favor of Seller and Buyer (a copy of which shall be provided to Buyer), which would join the Owner Parties in the execution of this Agreement solely for the
purpose of obligating the Owner Parties to convey title to its interests in the Property to Buyer in accordance with the Deed (hereinafter defined) and make the warranties of title stated therein (the
"Ability to Convey") on or prior to October 28, 2005 (the "Outside Joinder Date"). Seller shall
use commercially reasonable efforts, subsequent to the date of this Agreement and prior to the Outside Joinder Date, to obtain the Ability to Convey fee simple title to the Property, but in no event
shall Seller be obligated to expend or invest any sum of money or take any extraordinary actions in connection therewith. Buyer acknowledges and agrees that Seller has made no representations or
warranties, whether express or implied, regarding Seller's ability to obtain the Ability to Convey fee simple title to the Property. Buyer agrees that Seller shall have no liability whatsoever to
Buyer for its failure to obtain the Ability to 







 



Convey
fee simple title to the Property on or prior to the Outside Joinder Date. If Seller fails to obtain the Ability to Convey fee simple title to the Property prior to the Outside Joinder Date,
then this Agreement shall automatically terminate on the Outside Joinder Date, whereupon all parties hereto shall be relieved of any further obligations hereunder, except to the extent provided
elsewhere herein. If at any time prior to the Outside Joinder Date, Seller determines, in its reasonable discretion, that it will be unable to obtain the Ability to Convey fee simple title to the
Property prior to the Outside Joinder Date, then Seller shall have the right, but not the obligation, to terminate this Agreement immediately upon written notice to Buyer, whereupon all parties hereto
shall be relieved of any further obligations hereunder, except to the extent provided elsewhere herein. 



        3.    Contingency Regarding Certain Financial Test.    The terms and conditions of this Agreement relating to the
conveyance of the Property to Buyer are further subject to and conditioned upon the satisfaction of
a certain financial test with respect to the Property set forth in Section 21A.5 of the Lease. If the foregoing contingency is not satisfied prior to the Closing Date, then Seller shall have
the right to terminate this Agreement immediately upon written notice thereof to Buyer, whereupon all parties hereto shall be relieved of any further obligations hereunder, except to the extent
provided elsewhere herein. 


        4.    Contingency Regarding Sale of Other Theaters.    The terms and conditions of this Agreement relating to the
conveyance of the Property to Buyer are further subject to and conditioned upon Seller and Buyer having entered into a definitive purchase and sale agreement in form and substance acceptable to Seller
and Buyer (the "Portfolio Purchase Agreement" and, together with the Westgate Letter Agreement, the "Related Purchase
Agreements") with respect to (A) the purchase by Buyer and the sale by Seller of certain assets pertaining to four (4) theaters identified in a letter agreement
between Seller and Buyer dated June 30, 2005 (the "Portfolio Letter Agreement"); and (B) the grant by Seller to Buyer of a right of first
refusal and a purchase right with respect to five (5) additional theaters identified in the Porfolio Letter Agreement. If the foregoing contingency is not satisfied prior to October 28,
2005, and for so long thereafter as such contingency remains unsatisfied, then either party shall have the right to terminate this Agreement immediately upon written notice thereof to the other party,
whereupon all parties hereto shall be relieved of any further obligations hereunder, except to the extent provided elsewhere herein. 


        5.    Sale of Property.    Subject to the terms and conditions herein set forth, Seller hereby agrees to cause the
sale and conveyance to Buyer, and Buyer hereby agrees to purchase, all that certain real property commonly known as Ambassador 10 Theaters, located at 2315 Kaliste Saloom, Lafayette, Louisiana, and
more particularly described in Exhibit "A" attached hereto, together with all rights, privileges, and easements appurtenant thereto and all
improvements and fixtures located thereon as of the Closing Date (hereinafter defined), which are owned by the Owner Parties and are transferable as of the Closing Date (the
"Property"). 


        6.    Purchase Price.    The purchase price for the Property (the "Purchase
Price") shall be ONE MILLION TWO HUNDRED FORTY-FIVE THOUSAND AND 00/100 DOLLARS ($1,245,000.00) (which Seller and Buyer acknowledge shall be an allocable portion of
the "Purchase Price" to be set forth in the Portfolio Purchase Agreement), which shall be payable by Buyer at Closing in immediately available funds plus or minus prorations as set forth herein. 


        7.    Conveyance of Property.    At Closing, the Owner Parties shall convey to Buyer good, marketable and insurable
fee simple title to the Property free and clear of the Lease Matters (hereinafter defined) by the type of deed required to be conveyed by the Owner Parties under the Lease (the
"Deed") subject to (i) all matters of record (other than the Lease Matters); (ii) matters caused by Buyer; (iii) real estate taxes,
assessments, and other governmental levies, fees or charges, imposed with respect to the Property which are not due and payable; (iv) zoning, building codes and other land use laws regulating
the use or occupancy of the Property which are not violated by the current use or occupancy 


2







 



of
the Property; (iv) those exceptions referenced in the Lease; and (v) such other matters as would be apparent from an accurate survey or physical inspection of the Property, including,
without limitation, all of the exceptions listed in that certain title commitment issued by the Title Company and identified as Commitment No. 441199COM (other than
Schedule B-1 requirement 9 and B-2 exceptions 8, 9, and 12, which shall be cleared or removed from the Title Commitment at or prior to Closing (such requirement
and exceptions the "Lease Matters")) (collectively, the "Permitted Deed Exceptions"). 


        8.    [INTENTIONALLY OMITTED]    



        9.    Agreement Subject to Express Termination Rights in Portfolio Purchase Agreement.    The terms and conditions of
this Agreement relating to the conveyance of the Property to Buyer shall be further subject to and conditioned upon any express right of Seller or Buyer to terminate this Agreement that shall be
expressly set forth in the Portfolio Purchase Agreement. 


        10.    [INTENTIONALLY DELETED]    



        11.    Closing and Escrow.    




        (a)    Closing Date.    The closing of the transactions described in this Agreement (the
"Closing") shall occur not later than November 3, 2005, or such other date as agreed to in writing between Seller and Buyer (the date on which
the Closing occurs is referred to herein as the "Closing Date"). Notwithstanding the foregoing, if Seller reasonably determines that further extensions
beyond November 3, 2005, are necessary to consummate the transactions contemplated hereby and by the Portfolio Purchase Agreement, then Buyer shall not unreasonably withhold, condition, or
delay its consent to such further extensions. The Closing shall be effected through a closing escrow instruction letter in mutually acceptable form among Seller, Buyer, and the Title Company,
and shall occur at the offices of the Seller's counsel or such other place as agreed to in writing between Seller and Buyer. The Closing shall occur contemporaneous with the consummation of the
transactions contemplated by the Portfolio Purchase Agreement. Seller's, the Owner Parties', and Buyer's obligations to close the transactions contemplated by this Agreement shall be subject to and
conditioned upon the consummation of the transactions contemplated by the Portfolio Purchase Agreement. 



        (b)    Seller's Closing Documents.    At or before Closing, Seller or the Owner Parties, as the case may be, shall
deliver to Buyer the following: 


          (i)  the
Owner Parties shall deliver the duly executed and acknowledged Act of Cash Sale (the "Deed") in recordable form
reasonably acceptable to Buyer conveying to the Buyer the Property free and clear of all encumbrances other than Permitted Deed Exceptions; 


         (ii)  the
Owner Parties or the Seller shall deliver a closing statement in form and content reasonably satisfactory to Buyer, the Owner Parties, and Seller, which shall be
separate from the closing statement to be described in the Portfolio Purchase Agreement; 


        (iii)  the
Owner Parties and Seller shall deliver a partial termination, release or other documentation evidencing the partial termination of the Lease with respect to the
Property reasonably acceptable to Buyer and sufficient for the Title Company to delete the Lease as an exception to title; and 


        (iv)  the
Owner Parties shall deliver a Non-Foreign Status Affidavit pursuant to IRC § 1445 executed by the Owner Parties. 




3







 





        (c)    Buyer's Closing Documents.    At or before Closing, Buyer shall deliver to Seller the following: 


          (i)  a
closing statement in form and content reasonably satisfactory to Buyer, the Owner Parties and Seller, which shall be separate from the closing statement to be
described in the Portfolio Purchase Agreement; and 


         (ii)  good
and sufficient funds required to purchase the Property and close the escrow. 


        (d)    Other Documents.    Seller and Buyer shall each deposit, or cause the deposit, with the Title Company
such other instruments as are reasonably required by the Title Company or otherwise reasonably required to close the escrow and consummate the purchase of the Property in accordance with the
terms hereof. 


        (e)    Prorations.    The items of revenue and expense subsection shall be prorated between the parties (the
"Prorations") as of 11:59 p.m. on the day preceding the Closing Date (the "Cut-Off
Time"), or such other time expressly provided in this subsection, so that the Closing Date is a day of income and expense for Buyer. 



        (i)    Taxes.    All Taxes (hereinafter defined) shall be prorated as of the Cut-Off Time between Seller
and Buyer. If the amount of any Taxes is not ascertainable on the Closing Date, the proration for such Taxes shall be based on the most recent available bill. As used herein, the term
"Taxes" means any federal, state, local or foreign, real property, personal property, sales, use, ad valorem or similar taxes, assessments, levies,
charges or fees imposed by any governmental authority on Seller with respect to the Property or the business conducted by Seller thereon, including, without limitation, any interest, penalty or fine
with respect thereto, but expressly excluding any (i) federal, state, local or foreign income, capital gain, gross receipts, capital stock, franchise, profits, estate, gift or generation
skipping tax, or (ii) transfer, documentary stamp, recording or similar tax, levy, charge or fee incurred with respect to the transaction described in this Agreement. 



        (ii)    REA Charges.    All common area maintenance charges, operating expenses, or any other monetary charges due and
payable by Seller under any reciprocal easement agreement or similar agreement affecting the Property shall be prorated as of the Cut-Off Time between Seller and Buyer. 


        (iii)    Utilities.    All utility services for the Property shall be prorated as of the Cut-Off Time
between Seller and Buyer. The parties shall use commercially reasonable efforts to obtain readings for all utilities as of the Cut-Off Time. If readings cannot be obtained as of the
Closing Date, the cost of such utilities shall be prorated between Seller and Buyer by estimating such cost on the basis of the most recent bill for such service. Seller shall receive a credit for all
deposits transferred to Buyer or which remain on deposit for the benefit of Buyer with respect to such utility contracts. 


        (iv)    Other Adjustments and Prorations.    All other items of income and expense with respect to the Property as are
customarily adjusted or prorated upon the sale and purchase of property similar to the Property in Louisiana shall be adjusted and prorated between Seller and Buyer accordingly. 



        (v)    Prorations Final.    All prorations shall be final and neither Seller nor Buyer shall have any right of
reproration. 




        (f)    Transaction Costs.    



        (i)    Seller's Transaction Costs.    In addition to the other costs and expenses to be paid by Seller set forth
elsewhere in this Agreement, Seller shall pay for the following 





4







 



items
in connection with this transaction: (i) all costs of recording any title clearance documents; and (ii) the fees and expenses of its own attorneys, accountants and consultants. 


        (ii)    Buyer's Transaction Costs.    In addition to the other costs and expenses to be paid by Buyer as set forth
elsewhere in this Agreement, Buyer shall pay for the following items in connection with this transaction: (i) any transfer, documentary, stamp, sales or similar tax and recording charges
payable in connection with the conveyance of the Property; (ii) any mortgage tax, title insurance fees and expenses for any loan title insurance policies, recording charges or other amounts
payable in connection with any financing obtained by Buyer; (iii) the fees and expenses for the Title Company; and (iv) the fees and expenses of its own attorneys, accountants and
consultants. 






        12.    "AS-IS" PURCHASE.    



        A.    BUYER
ACKNOWLEDGES AND AGREES THAT BUYER IS ACCEPTING THE PROPERTY "AS-IS" "WHERE-IS" AND "WITH ALL FAULTS" WITHOUT ANY WARRANTIES,
REPRESENTATIONS OR GUARANTEES, EITHER EXPRESSED OR IMPLIED, OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM, OR ON BEHALF OF, SELLER OR THE OWNER PARTIES, EXCEPT AS MAY HEREAFTER BE SPECIFICALLY
SET FORTH IN THE PORTFOLIO PURCHASE AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ACKNOWLEDGES AND AGREES THAT SELLER HEREBY EXPRESSLY DISCLAIMS, AND OWNER PARTIES HAVE EXPRESSLY
DISCLAIMED, ANY AND ALL IMPLIED WARRANTIES CONCERNING THE CONDITION OF THE PROPERTY AND ANY PORTIONS THEREOF, INCLUDING, BUT NOT LIMITED TO, ENVIRONMENTAL CONDITIONS, THE IMPLIED WARRANTIES OF
HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT AS MAY BE HEREAFTER EXPRESSLY SET FORTH IN THE PORTFOLIO PURCHASE AGREEMENT. 



        B.    BUYER
ACKNOWLEDGES AND AGREES THAT, EXCEPT AS MAY BE HEREAFTER OTHERWISE EXPRESSLY SET FORTH IN THE PORTFOLIO PURCHASE AGREEMENT, NEITHER SELLER NOR THE OWNER
PARTIES NOR THEIR AFFILIATES, NOR ANY OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES, BENEFICIARIES, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS,
CONSULTANTS, AGENTS OR REPRESENTATIVES, NOR ANY PERSON PURPORTING TO REPRESENT ANY OF THE FOREGOING, HAVE MADE ANY REPRESENTATION, WARRANTY, GUARANTY, PROMISE, PROJECTION OR PREDICTION WHATSOEVER WITH
RESPECT TO THE PROPERTY OR THE BUSINESS CONDUCTED BY SELLER THEREON, WRITTEN OR ORAL, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY REPRESENTATION OR WARRANTY AS TO (I) THE CONDITION, SAFETY, QUANTITY, QUALITY, USE, OCCUPANCY OR OPERATION OF THE PROPERTY,
(II) THE COMPLIANCE OF THE PROPERTY OR THE BUSINESS WITH ANY ZONING REQUIREMENTS, BUILDING CODES OR OTHER APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, THE AMERICANS WITH DISABILITIES ACT OF
1990, (III) THE ACCURACY OF ANY ENVIRONMENTAL REPORTS OR OTHER DATA OR INFORMATION SET FORTH IN THE SELLER DUE DILIGENCE MATERIALS (AS SHALL BE DEFINED IN THE PORTFOLIO PURCHASE AGREEMENT)
PROVIDED TO BUYER WHICH WERE PREPARED FOR OR ON BEHALF OF SELLER OR THE OWNER PARTIES, OR (D) ANY OTHER MATTER RELATING TO 



5







 




SELLER
OR THE OWNER PARTIES, THE PROPERTY, OR THE BUSINESS CONDUCTED BY SELLER THEREON. 


        C.    BUYER
ACKNOWLEDGES AND AGREES THAT (I) BUYER SHALL HAVE HAD THE OPPORTUNITY TO CONDUCT ALL DUE DILIGENCE INSPECTIONS OF THE PROPERTY AND THE BUSINESS CONDUCTED BY
SELLER THEREON AS OF THE EXPIRATION OF THE DUE DILIGENCE PERIOD AS SHALL BE SET FORTH IN THE PORTFOLIO PURCHASE AGREEMENT, INCLUDING REVIEWING ALL SELLER DUE DILIGENCE MATERIALS AND OBTAINING ALL
INFORMATION WHICH IT DEEMS NECESSARY TO MAKE AN INFORMED DECISION AS TO WHETHER IT SHOULD PROCEED WITH THE PURCHASE OF THE PROPERTY; (II) BUYER WILL BE RELYING ONLY ON ITS DUE DILIGENCE
INSPECTIONS OF THE PROPERTY AND THE BUSINESS CONDUCTED BY SELLER THEREON, ITS REVIEW OF THE SELLER DUE DILIGENCE MATERIALS AND THE REPRESENTATIONS AND WARRANTIES TO BE EXPRESSLY MADE BY SELLER IN THE
PORTFOLIO PURCHASE AGREEMENT IN PURCHASING THE PROPERTY; AND (III) BUYER IS NOT RELYING ON ANY STATEMENT MADE OR INFORMATION PROVIDED TO BUYER BY SELLER OR THE OWNER PARTIES (EXCEPT FOR THE
REPRESENTATIONS AND WARRANTIES TO BE EXPRESSLY STATED BY SELLER IN THE PORTFOLIO PURCHASE AGREEMENT) OR ANY OF THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES,
BENEFICIARIES, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS, CONSULTANTS, AGENTS OR REPRESENTATIVES, OR ANY PERSON PURPORTING TO REPRESENT ANY OF THE FOREGOING. 




        13.    [INTENTIONALLY OMITTED]    


        14.    [INTENTIONALLY OMITTED]    


        15.    [INTENTIONALLY OMITTED]    


        16.    Default; Remedies.    If, at any time prior to Closing, Buyer fails to perform any of its other covenants or
obligations under this Agreement in any material respect which breach or default is not caused by a Seller Default (each, a "Buyer Default"), then
Seller, as its sole and exclusive remedies, may elect to (i) terminate this Agreement by providing written notice to Buyer, whereupon the parties shall have no further rights or obligations
under this Agreement, except those which expressly survive such termination, (ii) proceed to Closing, in which case Seller shall be deemed to have waived such Buyer Default, or
(iii) obtain a court order for specific performance with respect to Buyer hereunder. If, at or any time prior to Closing, Seller fails to perform its covenants or obligations under this
Agreement in any material respect (each, a "Seller Default"), and no Buyer Default has occurred which remains uncured, then Buyer, as its sole and
exclusive remedies, may elect to (l) terminate this Agreement, whereupon the parties shall have no further rights or obligations under this Agreement, except those which expressly survive such
termination; or (m) if Seller shall have then obtained the Ability to Convey, proceed to Closing without any reduction in or setoff against the Purchase Price, in which case Buyer shall be
deemed to have waived such Seller Default. If Seller shall have then obtained the Ability to Convey, and the Owner Parties shall default in any material respect in any obligations of Seller hereunder
that were assumed by the Owner Parties in joining in the execution under this Agreement, Buyer's sole and exclusive remedies against either the Owner Parties or Seller shall be (y) to seek an
action for specific performance against the Owner Parties solely with respect to the obligations of Seller hereunder that were assumed by the Owner Parties in joining in the execution of this
Agreement or (z) to terminate this Agreement immediately upon written notice thereof to Seller, it being understood by the parties hereto that Buyer shall not have any right to pursue any such
remedies without having delivered the written notice as aforesaid. The parties hereto agree that Buyer's 


6







 



remedies
hereunder as between Owner Parties and Seller are not cumulative and that Seller shall have no liability for any obligation of Seller that was assumed by the Owner Parties in joining in the
execution of this Agreement. 


        17.    [INTENTIONALLY OMITTED]    


        18.    No Representations, Warranties or Personal Liability of the Owner Parties.    Buyer acknowledges that the sale
of the Property free and clear of the lien of the Leveraged Lease Facility (as defined in the Lease) is subject to certain limitations, specifically Article 21A of the Lease pertaining to sales
of "Special Redemption Property" and the qualifications for a "Purchase Contract." Accordingly, Buyer
acknowledges that the Owner Parties have not made and are under no obligation to make any representations or warranties, express or implied, other than any warranties of title that the Owner Parties
may give in connection with the delivery of the Deed. Buyer also agrees that the Owner Parties have no personal liability under this Agreement. Buyer also agrees that the Owner Parties are not and
will not be a party to, and are not and will not be bound by, the Portfolio Purchase Agreement and the Westgate Letter Agreement. 


        19.    [INTENTIONALLY OMITTED]    


        20.    [INTENTIONALLY OMITTED]    


        21.    Notices.    




        (a)    Method of Delivery.    All notices, requests, demands and other communications required to be provided by any
party under this Agreement (each, a "Notice") shall be in writing and delivered, at the sending party's cost and expense, by (i) personal
delivery, (ii) certified U.S. mail, with postage prepaid and return receipt requested, (iii) overnight courier service, or (iv) facsimile transmission, with a verification copy
sent on the same day by any of the methods set forth in clauses (i), (ii) or (iii), to the recipient party at the following address or facsimile number: 




	If to Seller:	 	c/o United Artists Theatre Circuit, Inc.

9110 E. Nichols Avenue

Englewood, Colorado 80112

Attn: Gerald M. Grewe, Esq.

Facsimile No.: (303) 792-8228
	

With a copy to:	
 	

Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, Illinois 60601

Attn: Robert T. Buday, Esq.

Facsimile No.: (312) 660-0592
	

If to Buyer:	
 	

c/o Southern Theatres

305 Baronne Street, Suite 900

New Orleans, Louisiana 70112

Attn: George Solomon

Facsimile No.:
	

With a copy to:	
 	

Jones Walker

Four United Plaza

8555 United Plaza Blvd.

Baton Rouge, Louisiana 70809

Attn: Louis S. Quinn, Jr., Esq.

Facsimile No.: (225) 248-3054





7







 


        (b)    Receipt of Notices.    All Notices sent by a party (or its counsel pursuant to Section 21(d)) under this
Agreement shall be deemed to have been received by the party to whom such Notice is sent upon (i) delivery to the address or facsimile number of the recipient party, provided that such delivery
is made prior to 5:00 p.m. (local time for the recipient party) on a Business Day, otherwise the following Business Day, or (ii) the attempted delivery of such Notice if (A) such
recipient party refuses delivery of such Notice, or (B) such recipient party is no longer at such address or facsimile number, and such recipient party failed to provide the sending party with
its current address or facsimile number pursuant to Section 21(c). 


        (c)    Change of Address.    The parties and their respective counsel shall have the right to change their respective
address and/or facsimile number for the purposes of this Section 21 by providing a Notice of such change in address and/or facsimile number as required under this Section 21. 



        (d)    Delivery by party's Counsel.    The parties agree that the attorney for such party shall have the authority to
deliver Notices on such party's behalf to the other party hereto. 





        22.    Miscellaneous.    




        (a)    Brokers and Finders.    Neither party has had any contact or dealings regarding the Property, or any
communication in connection with the subject matter of this transaction, through any licensed real estate broker or other person who can claim a right to a commission or finder's fee as a procuring
cause of the sale contemplated herein. Seller shall not be responsible for any brokerage agreements entered into on behalf of Buyer. Buyer shall not be responsible for any brokerage agreements entered
into on behalf of Seller. Each party hereto hereby indemnifies the other party from and against the claims of any person claiming a brokerage or finders fee or commission by, through, or under such
party. This Section shall survive the Closing and the delivery of the Deed or the earlier termination of this Agreement. 


        (c)    No Recordation.    Buyer shall not record this Agreement nor any memorandum or other notice of this Agreement
in any public records. Buyer hereby grants a power of attorney to Seller (which power is coupled with an interest and shall be irrevocable) to execute and record on behalf of Buyer a memorandum or
other notice removing this Agreement or any memorandum or other notice of this Agreement from the public records, or evidencing the termination of this Agreement. Notwithstanding the foregoing, Buyer
may record this Agreement if, and only to the extent required by, applicable law in order to enforce the remedy of specific performance on account of an Event of Default by Owner Parties and, in such
event, only after the occurrence of such Event of Default. 


        (d)    Time is of the Essence.    Time is of the essence of this Agreement;  provided.however, that
notwithstanding anything to the contrary in this Agreement, if the time period
for the performance of any covenant or obligation, satisfaction of any condition or delivery of any Notice or item required under this Agreement shall expire on a day other than a Business Day, such
time period shall be extended automatically to the next Business Day. 


        (e)    Business Days.    As used herein, the term "Business Day" means
any day other than a Saturday, Sunday or federal legal holiday. 




8













  




        (f)    Assignment.    Buyer shall not assign this Agreement or any interest therein to any Person, without the prior
written consent of Seller, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Buyer shall have the right to assign this Agreement to any Person controlled by, controlling
or under common control with Southern Theatres, LLC, a Louisiana limited liability company, without Seller's consent. Notwithstanding any permitted assignment by Buyer hereunder, Buyer shall not be
released of its obligations hereunder. 


        (g)    Successors and Assigns.    This Agreement shall be binding upon and inure to the benefit of the parties, and
their respective successors and permitted assigns. 


        (h)    Third party Beneficiaries.    This Agreement shall not confer any rights or remedies on any person other than
the parties and their respective successors and permitted assigns. 



        (i)    GOVERNING LAW.    THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF COLORADO, WITHOUT GIVING EFFECT
TO ANY PRINCIPLES REGARDING CONFLICT OF LAWS. 


        (j)    Rules of Construction.    The following rules shall apply to the construction and interpretation of this
Agreement: 



        Singular
words shall connote the plural as well as the singular, and plural words shall connote the singular as well as the plural, and the masculine shall include the feminine and the
neuter, as the context may require. 


        All
references in this Agreement to particular articles, sections, subsections or clauses (whether in upper or lower case) are references to articles, sections, subsections or
clauses of this Agreement. All references in this Agreement to particular exhibits (whether in upper or lower case) are references to the exhibits attached to this Agreement, unless otherwise
expressly stated or clearly apparent from the context of such reference. 


        The
headings in this Agreement are solely for convenience of reference and shall not constitute a part of this Agreement nor shall they affect its meaning, construction or effect. 



        Each
party and its counsel have reviewed and revised (or requested revisions of) this Agreement and have participated in the preparation of this Agreement, and therefore any rules of
construction requiring that ambiguities are to be resolved against the party which drafted the Agreement or any exhibits hereto shall not be applicable in the construction and interpretation of this
Agreement or any exhibits hereto. 


        The
terms "hereby," "hereof," "hereto," "herein," "hereunder" and any similar terms shall refer to this Agreement, and not solely to the provision in which such term is used. 


        The
terms "include," "including" and similar terms shall be construed as if followed by the phrase "without limitation." 



        The
term "sole and absolute discretion" with respect to any determination to be made a party under this Agreement shall mean the sole and absolute discretion of such party, without
regard to any standard of reasonableness or other standard by which the determination of such party might be challenged. 




        (k)    No Severability.    Notwithstanding any allocation of purchase price in the Portfolio Purchase Agreement, the
provision for the transfer of title to the Property by separate instrument, and the provision for the transfer of certain personal property located at the 




9







 


Westgate
Theater by separate instrument (all of which form the basis of the parties' single agreement), the parties hereby expressly intend that this Agreement and the Related Purchase Agreements, and
all of the provisions collectively therein, shall be construed as a single, whole and non-severable agreement with respect to all matters herein and therein set forth, and if any term or
provision of this Agreement or the Related Purchase Agreements is held to be or rendered invalid or unenforceable at any time in any jurisdiction, then the entire Agreement and the Related Purchase
Agreements shall be deemed invalid or unenforceable. 



        (l)    WAIVER OF TRIAL BY JURY.    EACH PARTY HEREBY WAIVE ITS RIGHT TO A TRIAL BY JURY IN ANY LITIGATION OR OTHER
COURT PROCEEDING WITH RESPECT TO ANY MATTER ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT. 


        (m)    Prevailing Party.    If any litigation or other court action, arbitration or similar adjudicatory proceeding is
commenced by any party to enforce its rights under this Agreement against any other party, all fees, costs and expenses, including, without limitation, reasonable attorneys fees and court costs,
incurred by
the prevailing party in such litigation, action, arbitration or proceeding shall be reimbursed by the losing party; provided,  however, that if a party to
such litigation, action, arbitration or proceeding prevails in part, and loses in part, the court, arbitrator or other
adjudicator presiding over such litigation, action, arbitration or proceeding shall award a reimbursement of the fees, costs and expenses incurred by such party on an equitable basis. 


        (n)    Incorporation of Recitals and Exhibits.    The recitals to this Agreement, and all exhibits referred to in this
Agreement are incorporated herein by such reference and made a part of this Agreement. 



        (o)    Entire Agreement.    This Agreement, the Westgate Letter Agreement, the Portfolio Letter Agreement (or, in lieu
thereof upon execution, the Portfolio Purchase Agreement), and that certain Confidentiality Agreement dated 
[                        ,
2005], by and between Seller and Buyer (the "Confidentiality Agreement") set forth the entire understanding and
agreement of the parties hereto, and shall supersede any other agreements and understandings (written or oral) between the parties on or prior to the date of this Agreement with respect to the
transaction described in this Agreement, the Westgate Letter Agreement, the Portfolio Letter Agreement (or, in lieu thereof upon execution, the Portfolio Purchase Agreement), and the Confidentiality
Agreement. 


        (p)    Amendments, Waivers and Termination of Agreement.    No amendment or modification to any terms or provisions of
this Agreement, waiver of any covenant, obligation, breach or default under this Agreement or termination of this Agreement (other than as expressly provided in this Agreement), shall be valid unless
in writing and executed and delivered by each of the parties. 



        (q)    Not an Offer.    The delivery by Seller of this Agreement executed by Seller shall not constitute an offer to
sell the Property, and Seller shall have no obligation to sell the Property to Buyer, unless and until all parties have executed and delivered this Agreement to all other parties. 


        (r)    Execution of Agreement.    A party may deliver executed signature pages to this Agreement by facsimile
transmission to any other party, which facsimile copy shall be deemed to be an original executed signature page. This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original and all of which counterparts together shall constitute one agreement with the same effect as if the parties had signed the same signature page. 




[SIGNATURE
PAGE FOLLOWS] 


10









   
        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. 



	 	 	SELLER:
	
 	
 	

UNITED ARTISTS THEATRE CIRCUIT, INC.,

a Maryland corporation
	

 	
 	

By:	


	

 	
 	

Name:	


	

 	
 	

Its:	


	
 	
 	

BUYER:
	
 	
 	

BOARDWALK VENTURES, LLC, a Louisiana limited liability company
	

 	
 	

By:	


	

 	
 	

Name:	


	

 	
 	

Its:	






11








EXHIBIT "A"


 Description of Property  


TRACT A: 


        That
certain tract or parcel of ground, together with all buildings and improvements thereon, and all rights, ways, privileges, servitudes, appurtenances, and advantages thereunto
belonging or in anywise appertaining, located in Section 69, Township 10 South, Range 4 East, being known and designated as PARCEL 7, CONTAINING 6.319 ACRES, MORE OR
LESS, BOUSZANY ESTATES, PHASE V, City and Parish of Lafayette, State of Louisiana, as shown on a plat of survey prepared by C. H. Fenstarmaker & Associates, Inc., dated
March 22, 1995, revised May 4, 1995, and recorded August 11, 1995, under Act. No. 95-026369 in the records of the Lafayette Parish Clerk of Court's Office. The
parcel being more fully described as follows: Commencing at the projected intersection of the Northeasterly right-of-way of Ambassador Caffery Parkway
(La. Hwy. 3073) and the Southeasterly right-of-way of Kaliste Saloom Road (La. Hwy. 3095), proceed along said right-of-way
of Kaliste Saloom Road a bearing of North 41°11'15" East a distance of 1,556.88 feet to a point, said point hereinafter to be known as the Point of
Beginning; thence proceed along the Southeasterly right-of-way of Kaliste Saloom Road a bearing of North 41°11'15" East a distance of
198.37 feet to a point; thence proceed along a bearing of South 45°32'20" East a distance of 796.88 feet to a point; thence proceed along a bearing of
South 44°27'40" West a distance of 406.00 feet to a point; thence proceed along a bearing of North 45°32'20" West a
distance of 564.18 feet to a point; thence proceed along a bearing of North 41°11'15" East a distance of 209.48 feet to the Point of Beginning. 


TRACT B: 


        That
certain tract or parcel of ground, together with all buildings and improvements thereon, and all rights, ways, privileges, servitudes, appurtenances, and advantages thereunto
belonging or in anywise appertaining, located in Section 69, Township 10 South, Range 4 East, being designated as
CONTAINING 500 SQUARE FEET, City and Parish of Lafayette, State of Louisiana, as shown on a plat of survey prepared by C. H. Fenstarmaker & Associates, Inc., dated
March 22, 1995, revised May 4, 1995, and recorded August 11, 1995, under Act. No. 95-026371 in the records of Lafayette Parish Clerk of Court's Office. The
parcel being more fully described as follows: Commencing at the projected intersection of the Northeasterly right-of-way of Ambassador Caffery Parkway
(La. Hwy. 3073) and the Southeasterly right-of-way of Kaliste Saloom Road (La. Hwy. 3095), proceed along said right-of-way
of Ambassador Caffery Parkway a bearing of South 46°08'11" East a distance of 266.25 feet to a point; thence continue along said
right-of-way a bearing of South 48°25'36" East a distance of 19.04 feet, said point hereinafter to be known as the Point of
Beginning; thence proceed along a bearing of North 41°11'15" East a distance of 50.00 feet to a point; thence proceed along a bearing of South
48°25'36" East a distance of 10.00 feet to a point; thence proceed along a bearing of South 41°11'15" West a distance of
50.00 feet to a point on the Northeasterly right-of-way of Ambassador Caffery Parkway; thence proceed along said right-of-way of Ambassador
Caffery Parkway a bearing of North 48°25'36" West a distance of 10.00 feet to the Point of Beginning. 


TRACT C: 


        That
certain tract or parcel of ground, together with all buildings and improvements thereon, and all rights, ways, privileges, servitudes, appurtenances, and advantages thereunto
belonging or in anywise appertaining, located in Section 69, Township 10 South, Range 4 East, being designated as CONTAINING 19,929 SQUARE FEET, City and Parish of
Lafayette, State of Louisiana, as shown on a plat of survey prepared by C. H. Fenstarmaker & Associates, Inc., dated March 22, 1995, revised May 4, 1995, and
recorded August 11, 1995, under Act. No. 95-026372 in the records of the Lafayette Parish Clerk of Court's office. The parcel being more fully described as follows:
Commencing at the projected intersection of the Northeasterly right-of-way of Ambassador Caffery Parkway (La. Hwy. 3073) and the Southeasterly
right-of-way of Kaliste Saloom Road (La. Hwy. 3095), proceed 







 



along
said right-of-way of Kaliste Saloom Road a bearing of North 41°11'15" East a distance of 1,298.59 feet to a point, said point
hereinafter to be known as the Point of Beginning; thence proceed along the Southeasterly right-of-way of Kaliste Saloom Road a bearing of North
41°11'15" East a distance of 50.08 feet to a point; thence proceed along a bearing of South 45°32'20" East a distance of
400.00 feet to a point; thence proceed along a bearing of South 44°27'40" West a distance of 50.00 feet to a point; thence proceed along a bearing of North
45°32' 20" West a distance of 400.00 feet to the Point of Beginning. 


TRACT D: 


        That
certain tract or parcel of ground, together with all buildings and improvements thereon, and all rights, ways, privileges, servitudes, appurtenances, and advantages thereunto
belonging or in anywise appertaining, located in Section 69, Township 10 South, Range 4 East, being designated as CONTAINING 0.681 ACRES, MORE OR LESS, City and Parish of
Lafayette, State of Louisiana, as a plat of survey prepared by C. H. Fenstarmaker & Associates, Inc., dated March 22, 1995, revised May 4, 1995, and recorded
August 11, 1995, under Act. No. 95-026372 in the records of the Lafayette Parish Clerk of Court's Office. The parcel being more fully described as follows: Commencing at the
projected intersection of the Northeasterly right-of-way of Ambassador Caffery Parkway (La. Hwy. 3073) and the Southeasterly
right-of-way of Kaliste Saloom Road (La. Hwy. 3095), proceed along said right-of-way of Kaliste Saloom Road a bearing of North
41°11' 15" East a distance of 1,348.59 feet to a point; thence proceed along a bearing of South 45°32'20" East a distance
of 773.65 feet to a point, said point hereinafter to be known as the Point of Beginning; thence proceed along a bearing of North 44°27'40" East a distance of
406.00 feet to a point; thence proceed along a bearing of South 45°32'20" East a distance of 107.30 feet to a point; thence proceed along a bearing of
South 44°27'40" West a distance of 406.00 feet to a point; thence proceed along a bearing of North 45°32'20" West a
distance of 107.30 feet to the Point of Beginning. 


2








   Exhibit "K"  


 Allocated Values for Additional Leased Theaters and R&S Theater  



	Theater
 
	 	Allocated Value

	Westbrook 4 Theaters, 454 Brookway Boulevard, Brookhaven, Mississippi	 	$	700,000.00
	

Sawmill Square 5 Theaters, located at 910 Sawmill Road, Laurel, Mississippi	
 	
$	

600,000.00
	

Natchez Mall 4 Theaters, 350 John R. Junkin Drive, Natchez, Mississippi	
 	
$	

550,000.00
	

Lee Hill 6 Theaters, located at 1350 Boone Street, Leesville, Louisiana	
 	
$	

2,000,000.00
	

Bonita Lakes 9, located at 1680 Bonita Lakes Circle, Meridian, Mississippi	
 	
$	

1,050,000.00




3











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PURCHASE AND SALE AGREEMENT