Exhibit 10.1


 


	
   

  	
  RECEIVED

  	
   

  	
  FILED

  	
  ENTERED

  
	
   

  	
   

  	
   

  	
  LODGED

  	
  RECEIVED

  
	
   

  	
  DEC 21, 2005

  	
   

  	
  *

  	
  DEC 21, 2005

  	
  *

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BADGLEY-MULLINS
  LAW GROUP

  	
  AT SEATTLE

  
	
   

  	
   

  	
  CLERK U.S.
  DISTRICT COURT

  
	
   

  	
   

  	
  WESTERN DISTRICT
  OF WASHINGTON

  
	
   

  	
   

  	
  BY                                                 
                  DEPUTY

  
							



 


THE
HONORABLE                              


 


UNITED
STATES DISTRICT COURT


WESTERN
DISTRICT OF WASHINGTON


AT SEATTLE


 


	
  STATE
  OF WASHINGTON,

  	
   

  	
  NO.

  	
  CV05-2111

  
	
   

  	
   

  	
   

  
	
  Plaintiff,

  	
   

  	
   

  
	
  v.

  	
   

  	
  CONSENT
  DECREE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MARQUEE HOLDINGS, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  and

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LCE HOLDINGS, INC.,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Defendants.

  	
   

  	
   

  



 


Plaintiff, State of Washington, filed its
Complaint herein and Defendants were duly served with copies of the Summons and
Complaint. Defendants, by and through their attorneys, have consented to the
entry of this Consent Decree without trial or adjudication of any issue of fact
or law herein and have waived notice of presentation of this Consent Decree.
This Consent Decree does not constitute any evidence against or an admission by
any party with respect to any issue of law or fact herein.


 


	
  CONSENT DECREE

  	
  ATTORNEY GENERAL
  OF WASHINGTON

  900 Fourth Avenue, Suite 2000

  Seattle, WA 98164-1012

  (206) 464-7744

  



 


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Defendants have agreed to be bound by the
provisions of this Consent Decree and there is no just reason for delay in its
entry. NOW, THEREFORE, before the taking of any testimony, and without trial or
adjudication of any issue of fact or law herein, and upon consent of the
parties hereto, it is hereby ORDERED, ADJUDGED, AND DECREED as follows:


 


I.
JURISDICTION


 


A.                                   This Court has
jurisdiction over the subject matter of this action and over each of the
parties hereto. The Complaint states a claim upon which relief may be granted
against the Defendants under Section 16 of the Clayton Act, 15 U.S.C. §18
and RCW 19.86.060.


 


B.                                     The Attorney
General of Washington has the authority to bring this action pursuant to Section 16
of the Clayton Act, 15 U.S.C. §26 and RCW 19.86.060 and 19.86.080 of the
Washington State Unfair Business Practices — Consumer Protection Act.


 


C.                                     Venue is proper
in the United States District Court for the Western District of Washington.


 


II. DEFINITIONS


 


As used in this Consent Decree:


 


A.                                   “Acquirer” means
the entity to whom defendants divest the Theater Assets.


 


B.                                     “AMC” means
defendant Marquee Holdings, Inc., a Delaware corporation with its
headquarters in Kansas City, Missouri, its successors and assigns, and its
subsidiaries, divisions, groups, affiliates, partnerships and joint ventures,
and their directors, officers, managers, agents, and employees.


 


C.                                     “Loews” means
defendant LCE Holdings, Inc., a Delaware corporation with its headquarters
in New York City, New York, its successors and assigns, and its subsidiaries,
divisions, groups, affiliates, partnerships and joint ventures, and their
directors, officers, managers, agents, and employees.


 


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D.                                    “Landlord Consent’’
means any contractual approval or consent that the landlord or owner of one or
more of the Theater Assets, or the property on which one or more of the Theater
Assets is situated, must grant prior to the transfer of one of the Theater
Assets to an Acquirer.


 


E.                                      “Theater Assets”
means the first-run, commercial motion picture theater business currently
operating under the following name and at the following location: Meridian 16, at 1501 7th Ave. Seattle, WA. The term “Theater
Assets” includes:


 


(1) all tangible assets that comprise
the first-run, commercial motion picture theatre business including all
equipment, fixed assets and fixtures, personal property, inventory, office
furniture, materials, supplies, and other tangible property and all assets used
in connection with the Theatre Assets; all licenses, permits and authorizations
issued by any governmental organization relating to the Theatre Assets; all
contracts, agreements, leases, commitments, certifications, and understandings,
relating to the Theatre Assets, including supply agreements; all customer
lists, contracts, accounts, and credit records; all repair and performance
records and all other records relating to the Theatre Assets;


 


(2) all intangible assets used in the
development, production, servicing and sale of Theatre Assets, including, but
not limited to all licenses and sublicenses, intellectual property, technical information,
computer software (except defendants’ proprietary software) and related documentation,
know-how, drawings, blueprints, designs, specifications for materials,
specifications for parts and devices, quality assurance and control procedures,
all technical manuals and information defendants provide to their own employees,
customers, suppliers, agents or licensees, and all research data relating to
the


 


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Theatre Assets; provided, however, that
this term does not include (a) any right to use or interest in defendants’
Copyrights, trademarks, trade names, service marks, or service names, or (b) assets
that the defendants do not own and are not legally able to transfer.


 


III.
APPLICABILITY


 


A.                                   The provisions of
this Consent Decree apply to the Defendants, their successors and assigns,
their subsidiaries, affiliates, directors, officers, managers, agents, and
employees, and all other persons in active concert or participation with any of
them who have received actual notice of this Consent Decree by personal service
or otherwise.


 


B.                                     Defendants shall
notify plaintiff in writing at least thirty (30) days prior to any proposed
change in the Defendants that may affect compliance obligations arising out of
this Consent Decree, such as dissolution, assignment, sale resulting in the
emergence of a successor corporation, or the creation of dissolution of
subsidiaries, or any other change in the corporation that may affect compliance
obligations arising out of this Consent Decree. A copy of this Consent Decree
shall be given to any successor corporation.


 


C.                                     Defendants shall
require, as a condition of the sale or other disposition of all or
substantially all of their assets or of lesser business units that include the
Theater Assets, that the purchaser agrees to be bound by the provisions of this
Consent Decree; provided, however, that defendants need not obtain such an
agreement from the Acquirer.


 


D.                                    Nothing herein
shall suggest that any portion of this Consent Decree is or has been created
for the benefit of any third party and nothing herein shall be construed to
provide any rights to third parties.


 


E.                                      Defendants agree
that this Consent Decree is entered voluntarily and represents the entire
agreement of the parties. Defendants agree and represent that any officers
signing this


 


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Consent Decree have been authorized by their
boards of directors to execute this Consent Decree on the Defendants’ behalf.


 


IV.
DIVESTITURE


 


A.                                   Defendants are
ordered and directed, within 60 calendar days after the filing of the Complaint
in this matter, or five (5) days after notice of the entry of this Consent
Decree by the Court, whichever is later, to divest the Theater Assets in a
manner consistent with this Consent Decree to an Acquirer acceptable to the
State of Washington. The State of Washington, in its sole discretion, may agree
to one or more extensions of this time period not to exceed 60 days in total,
and shall notify the Court in such circumstances; provided, however, that the
State of Washington shall recognize an extension of time for the divestiture
granted by the United States under a consent decree entered into by the United States
and defendants. Defendants agree to use their best efforts to divest the
Theater Assets as expeditiously as possible.


 


B.                                     In accomplishing
the divestiture ordered by this Consent Decree, defendants promptly shall make
known, by usual and customary means, the availability of the Theater Assets.
Defendants shall inform any person making inquiry regarding a possible purchase
of the Theater Assets that they are being divested pursuant to this Consent
Decree and provide that person with a copy of this Consent Decree. Defendants
shall offer to furnish to all prospective Acquirers, subject to customary
confidentiality assurances, all information and documents relating to the
Theater Assets customarily provided in a due diligence process except such
information or documents subject to the attorney-client or work-product
privileges. Defendants shall make available such information to the State of
Washington at the same time that such information is made available to any
other person.


 


C.                                     Defendants shall
provide the Acquirer and the State of Washington information relating to the
personnel involved in the operation of the Theater Assets to enable the
Acquirer to make offers of employment. Defendants will not interfere with any
negotiations by the


 


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Acquirer to employ any defendant employee whose
primary responsibility is the operation of the Theater Assets.


 


D.                                    Defendants shall
permit prospective Acquirers of the Theater Assets to have reasonable access to
personnel and to make inspections of the physical facilities of the Theater
Assets; access to any and all environmental, zoning, and other permit documents
and information; and access to any and all financial, operational, or other
documents and information customarily provided as part of a due diligence
process.


 


E.                                      Defendants shall
warrant to the Acquirer of the Theater Assets that each asset will be
operational on the date of sale.


 


F.                                      Defendants shall
not take any action that will impede in any way the permitting, operation, or
divestiture of the Theater Assets.


 


G.                                     At the option of
the Acquirer, defendants shall enter into an agreement for products and services, such
as computer support services, that are reasonably necessary for the Acquirer to
effectively operate the Theater Assets during a transition period. The terms
and conditions of any contractual arrangements meant to satisfy this provision
must be commercially reasonable for those products and services for which the
agreement is entered and shall remain in effect for no more than three months,
absent approval of the State of Washington, in its sole discretion.


 


H.                                    Defendants shall
warrant to the Acquirer of the Theater Assets that there are no material
defects in the environmental, zoning or other permits pertaining to the
operation of each asset, and that following the sale of the Theater Assets,
defendants will not undertake, directly or indirectly, any challenges to the
environmental, zoning, or other permits relating to the operation of the
Theater Assets.


 


I.                                         Unless the State
of Washington otherwise consents in writing, the divestiture pursuant to Section IV,
or by trustee appointed pursuant to Section V, of this Consent Decree,


 


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shall include the entire
Theater Assets, and shall be accomplished in such a way as to satisfy the State
of Washington, in its sole discretion that the Theater Assets can and will be
used by the Acquirer as part of a viable, ongoing business of first-run, commercial
motion picture Theaters. Divestiture of the Theater Assets may be made to an
Acquirer, provided that it is demonstrated to the sole satisfaction of the
State of Washington that the Theater Assets will remain viable and the
divestiture of such assets will remedy the competitive harm alleged in the
Complaint. The divestiture, whether pursuant to Section IV or Section V
of this Consent Decree,


 


(1)  shall be made
to an Acquirer that, in the State of Washington’s sole judgment, has the intent
and capability (including the necessary managerial, operational, technical and
financial capability) of competing effectively in the business of first-run,
commercial motion picture Theaters; and


 


(2)  shall be accomplished so as to
satisfy the State of Washington, in its sole discretion, that none of the terms
of any agreement between an Acquirer and defendants give defendants the ability
unreasonably to raise the Acquirer’s costs, to lower the Acquirer’s efficiency,
or otherwise to interfere in the ability of the Acquirer to compete effectively.


 


J.                                        To
the extent the State of Washington’s decision concerning the choice of Acquirer
based on paragraph I of this Section (including its subparagraphs)
directly conflicts with the decision of the United States under the terms of a
consent decree entered into by it and defendants, the State of Washington shall
not object to motions for orders for the transfer of this case and
consolidation, for purposes of resolving the conflict, with the case in which
defendants and the United States have entered a consent decree, provided that
good faith efforts to resolve the conflict informally first have been made.


 


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V.
APPOINTMENT OF A TRUSTEE


 


A.                                   If
defendants have not divested the Theater Assets within the time period
specified in Section IV(A), defendants shall notify the State of
Washington of that fact in writing. Upon application of the State of
Washington, the Court shall appoint a trustee selected by the State of
Washington and approved by the Court to effect the divestiture of the Theater
Assets. The State of Washington shall recognize the trustee selected and
appointed pursuant to a consent decree entered into by the United States and
defendants, so long as all other terms of this Consent Decree will be met.


 


B.                                     After the
appointment of a trustee becomes effective, only the trustee shall have the
right to sell the Theater Assets. The trustee shall have the power and
authority to accomplish the divestiture to an Acquirer acceptable to the State
of Washington at such price and on such terms as are then obtainable upon
reasonable effort by the trustee, subject to the provisions of Sections IV, V,
VI, and VII of this Consent Decree, and shall have such other powers as this
Court deems appropriate. Subject to Section V(D) of this Consent
Decree, the trustee may hire at the cost and expense of defendants any
investment bankers, attorneys, or other agents, who shall be solely accountable
to the trustee, reasonably necessary in the trustee’s judgment to assist in the
divestiture.


 


C.                                     Defendants shall
not object to a sale by the trustee on any ground other than the trustee’s
malfeasance. Any such objections by defendants must be conveyed in writing to
the State of Washington and the trustee within ten (10) calendar days
after the trustee has provided the notice required under Section VII.


 


D.                                    The trustee shall
serve at the cost and expense of defendants, on such terms and conditions as
the Court approves, and shall account for all monies derived from the sale of
the assets sold by the trustee and all costs and expenses so incurred. After
approval by the Court of the trustee’s accounting, including fees for its
services and those of any professionals and


 


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agents retained by the
trustee, all remaining money shall be paid to defendants and the trust shall
then be terminated. The compensation of the trustee and any professionals and
agents retained by the trustee shall be reasonable in light of the value of the
Theater Assets and based on a fee arrangement providing the trustee with an
incentive based on the price and terms of the divestiture and the speed with
which it is accomplished, but timeliness is paramount.


 


E.                                      Defendants
shall use their best efforts to assist the trustee in accomplishing the
required divestiture. The trustee and any consultants, accountants, attorneys,
and other persons retained by the trustee shall have full and complete access
to the personnel, books, records, and facilities of the business to be
divested, and defendants shall develop financial and other information relevant
to such business as the trustee may reasonably request, subject to reasonable
protection for trade secret or other confidential research, development, or
commercial information. Defendants shall take no action to interfere with or to
impede the trustee’s accomplishment of the divestiture.


 


F.                                      After
its appointment, the trustee shall file monthly reports with the parties and
the Court setting forth the trustee’s efforts to accomplish the divestiture
ordered under this Consent Decree. To the extent such reports contain
information that the trustee deems confidential, such reports shall not be
filed in the public docket of the Court. Such reports shall include the name,
address, and telephone number of each person who, during the preceding month,
made an offer to acquire, expressed an interest in acquiring, entered into
negotiations to acquire, or was contacted or made an inquiry about acquiring,
any interest in the Theater Assets, and shall describe in detail each contact
with any such person. The trustee shall maintain full records of all efforts
made to divest the Theater Assets.


 


G.                                     If
the trustee has not accomplished such divestiture within six months after its
appointment, the trustee shall promptly file with the Court a report setting
forth (1) the trustee’s efforts to accomplish the required divestiture, (2) the
reasons, in the trustee’s


 


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judgment, why the
required divestiture has not been accomplished, and (3) the trustee’s
recommendations. To the extent such reports contain information that the
trustee deems confidential, such reports shall not be filed in the public
docket of the Court. The trustee shall at the same time furnish such report to
the State of Washington who shall have the right to make additional
recommendations consistent with the purpose of the trust. The Court thereafter
shall enter such orders as it shall deem appropriate to carry out the purpose
of the Consent Decree, which may, if necessary, include extending the trust and
the term of the trustee’s appointment by a period requested by the State of
Washington.


 


VI.
LANDLORD CONSENT


 


A.                                   If defendants are unable to effect the
divestiture required herein due to the inability to obtain the Landlord Consent
for any of the Theatre Assets, defendants shall divest alternative Theatre
Assets that compete effectively with the theatre for which Landlord Consent was
not obtained.  The State of Washington
shall in its sole discretion determine whether such theatre competes
effectively with the theatre for which landlord consent was not obtained.


 


B.                                     Within five (5) business days following
a determination that Landlord Consent cannot be obtained for one of the Theatre
Assets, defendants shall notify the State of Washington and propose an
alternative divestiture pursuant to Section VI(A).  The State of Washington then shall have ten (10) business
days in which to determine whether such theatre is a suitable alternative pursuant
to Section VI(A). If defendants’ selection is deemed not to be a suitable
alternative, the State of Washington shall in its sole discretion select the
theatre to be divested.


 


C.                                     If the trustee is responsible for effecting
the divestiture, it shall notify both the State of Washington and defendants
within five (5) business days following a determination that Landlord
Consent can not be obtained for one of the Theatre Assets.  Defendants shall


 


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thereafter have five (5) business
days to propose an alternative
divestiture pursuant to Section VI(a). The State of Washington shall have
then ten (10) business days in which to determine whether such theatre is
suitable alternative pursuant to Section VI(a). If defendants’ selection
is deemed not to be a suitable competitive alternative, the State of Washington
shall in its sole discretion select the theatre to be divested.


 


D.                                    To the extent the State of Washington’s
determination under this Section that directly conflicts with a
determination made by the United States under terms of a consent decree entered
into by it and defendants, the State of Washington shall not object to motions
for orders for the transfer of this case and consolidation, for purposes of resolving
the conflict, with the case in which defendants and the United States have
entered a consent decree, provided that good faith efforts to resolve the
conflict informally first have been made.


 


VII.
NOTICE OF PROPOSED DIVESTITURE


 


A.                                   Within two (2) business days following
execution of a definitive divestiture agreement, defendants or the trustee,
whichever is then responsible for effecting the divestiture required herein,
shall notify the State of Washington of any proposed divestiture required by Sections
IV or V of this Consent Decree. If the trustee is responsible, it shall
similarly notify defendants. The notice shall set forth the details of the
proposed divestiture and list the name, address, and telephone number of each
person not previously identified who offered or expressed an interest in or
desire to acquire any ownership interest in the Theater Assets, together with
full details of the same.


 


B.                                     Within fifteen (15) calendar days of receipt
by the State of Washington of such notice, the State of Washington may request
from defendants, the proposed Acquirer, any other third party, or the trustee
if applicable additional information concerning the proposed divestiture, the
proposed Acquirer, and any other potential Acquirer.  Defendants and the


 


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trustee shall furnish any
additional information requested within fifteen (15) calendar days of the
receipt of the request, unless the parties shall otherwise agree.


 


C.                                     Within thirty (30) calendar days after
receipt of the notice or within twenty (20) calendar days after the State of
Washington has been provided the additional information requested from
defendants, the proposed Acquirer, any third party, and the trustee, whichever
is later, the State of Washington shall provide written notice to defendants
and the trustee, if there is one, stating whether or not it objects to the
proposed divestiture. If the State of Washington provides written notice that
it does not object, the divestiture may be consummated, subject only to
defendants’ limited right to object to the sale under Section V(C) of
this Consent Decree. Absent written notice that the State of Washington does
not object to the proposed Acquirer or upon objection by the State of
Washington, the divestiture proposed under Sections IV or Section V shall
not be consummated. Upon objection by defendants under Section V(C), the
divestiture proposed under Section V shall not be consummated unless
approved by the Court.


 


VIII. FINANCING


 


Defendants shall not finance all or any part of any purchase made
pursuant to Section IV or V of this Consent Decree.


 


IX.
HOLD SEPARATE STIPULATION


 


Until the divestiture required by this Consent Decree has been
accomplished, defendants shall take all steps necessary to comply with the Hold
Separate Stipulation and Order entered by this Court. Defendants shall take no
action that would jeopardize the divestiture ordered by this Court.


 


X.
AFFIDAVITS


 


A.                                   Within twenty (20) calendar days of the
filing of the Complaint in this matter, and every thirty (30) calendar days
thereafter until the divestiture has/have been completed under


 


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Sections IV or V,
defendants shall deliver to the State of Washington an affidavit as to the fact
and manner of its compliance with Section IV or V of this Consent Decree.
Each such affidavit shall include the name, address, and telephone number of
each person who, during the preceding thirty days, made an offer to acquire,
expressed an interest in acquiring, entered into negotiations to acquire, or
was contacted or made an inquiry about acquiring, any interest in the Theater
Assets, and shall describe in detail each contact with any such person during
that period. Each such affidavit shall also include a description of the
efforts defendants have taken to solicit buyers for the Theater Assets, and to
provide required information to prospective purchasers, including the
limitations, if any, on such information. Assuming the information set forth in
the affidavit is true and complete, any objection by the State of Washington to
information provided by defendants, including limitation on information, shall
be made within fourteen (14) days of receipt of such affidavit.


 


B.                                     Within twenty (20) calendar days of the
filing of the Complaint in this matter, defendants shall deliver to the State
of Washington an affidavit that describes in reasonable detail all actions
defendants have taken and all steps defendants have implemented on an ongoing
basis to comply with Section IX of this Consent Decree. Defendants shall
deliver to the State of Washington an affidavit describing any changes to the
efforts and actions outlined in defendants’ earlier affidavits filed pursuant
to this Section within fifteen (15) calendar days after the change is
implemented.


 


C.                                     Defendants shall keep all records of all
efforts made to preserve and divest the Theater Assets until one year after
such divestiture has/have been completed.


 


XI.
COMPLIANCE INSPECTION


 


A.                                   For the purposes of determining or securing
compliance with this Consent Decree, or of determining whether the Consent
Decree should be modified or vacated, and subject to any legally recognized
privilege, from time to time duly authorized representatives of the State


 


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of Washington, including
consultants and other persons retained by the State of Washington, shall, and
on reasonable notice to defendants, be permitted:


 


(1)                                  access during defendants’  office hours to inspect and copy,  or at plaintiff’s option, to require
defendants provide copies of, all books, ledgers, accounts, records and
documents in the possession, custody, or control of defendants, relating to any
matters contained in this Consent Decree; and


 


(2)                                  to interview, either informally or on the
record, defendants’ officers, employees, or agents, who may have their
individual counsel present, regarding such matters. The interviews shall be
subject to the reasonable convenience of the interviewee and without restraint
or interference by defendants.


 


B.                                     Upon the written request of a duly authorized
representative of the Attorney General for Washington, defendants shall submit
written reports, under oath if requested, relating to any of the matters
contained in this Consent Decree as may be requested.


 


C.                                     No information or documents obtained by the
means provided in this Section shall be divulged by the State of
Washington to any person other than an authorized representative of the
executive branch of the United States and the trustee serving under Section V,
except in the course of legal proceedings to which the State of Washington is a
party (including grand jury proceedings), or for the purpose of securing
compliance with this Consent Decree, or as otherwise required by law.


 


D.                                    If at the time information or documents are furnished
by defendants to the plaintiffs, defendants represent and identify in writing
the material in any such information or documents to which a claim of protection
may be asserted under 

Rule 26(c)(7) of the Federal Rules of Civil Procedure, and
defendants mark each pertinent page of such material, “Subject to claim of
protection under Rule 26(c)(7) of the Federal Rules of Civil
Procedure,” then the plaintiffs


 


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shall give defendants ten
(10) calendar days notice prior to divulging such material in any legal
proceeding (other than a grand jury proceeding).


 


XII.
NOTIFICATION


 


A.                                   Unless such transaction is otherwise subject
to the reporting and waiting period requirements of the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, 15 U.S.C. § 18a (the “HSR
Act”), defendants, without providing advance notification to the State of
Washington, shall not directly or indirectly acquire any assets of or any
interest, including any financial, security, loan, equity or management
interest, in the business of first-run, commercial theaters in King County,
Washington during the 10-year period of this Consent Decree. This notification
requirement shall apply only to the acquisition of any assets or any interest
in the business of first-run, commercial motion picture theatres at the time of
the acquisition and shall not be construed to require notification of
acquisition of interest in new theater developments or of assets not being
operated as first-run commercial motion picture theatre businesses, provided,
that this notification requirement shall apply to first-run, commercial
theatres under construction at the time of the entering of this Consent Decree.


 


B.                                     Such notification shall be provided to the
State of Washington in the same format as, and per the instructions relating to
the Notification and Report Form set forth in the Appendix to Part 803
of Title 16 of the Code of Federal Regulations as amended, except that the
information requested in Items 5 through 9 of the instructions must be provided
only about first-run, commercial Theaters. Notification shall be provided at
least thirty (30) days prior to acquiring any such interest, and shall include,
beyond what may be required by the applicable instructions, the names of the
principal representatives of the parties to the agreement who negotiated the
agreement, and any management or strategic plans discussing the proposed transaction.
If within the 30-day period after notification, representatives of State of
Washington make a written request for additional information, defendants shall
not


 


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consummate the proposed
transaction or agreement until twenty (20) days after submitting all such
additional information. Early termination of the waiting periods in this
paragraph may be requested and, where appropriate, granted in the same manner as
is applicable under the requirements and provisions of the HSR Act and rules promulgated
thereunder. This Section shall be broadly construed and any ambiguity or
uncertainty regarding the filing of notice under this Section shall be
resolved in favor of filing notice.


 


XIII.
NO REACQUISITION


 


Defendants may not reacquire any part of the Theater Assets during the
term of this Consent Decree.


 


XIV.
RETENTION OF JURISDICTION


 


This Court retains jurisdiction to enable any party to this Consent
Decree to apply to this Court at any time for further orders and directions as
may be necessary or appropriate to carry out or construe this Consent Decree,
to modify any of its provisions, to enforce compliance, and to punish
violations of its provisions.


 


XV.
EXPIRATION OF CONSENT DECREE


 


Unless this Court grants an extension, this Consent Decree shall expire
ten years from the date of its entry.


 


XVI.
PUBLIC INTEREST DETERMINATION


 


Entry of this Consent Decree is in the public interest.


 


XVII.
ENFORCEMENT


 


A.                                   Violation of any of the terms of this Consent
Decree shall constitute a violation of an injunction for which civil penalties
of up to $25,000 per violation may be sought by the Attorney General pursuant
to RCW 19.86.140.


 


B.                                     Nothing
in this Consent Decree shall be construed to limit or bar any other governmental
entity or consumer from pursuing other available remedies against Defendants.


 


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C.                                     Under no circumstances shall this Consent
Decree or the name of the State of Washington, Office of the Attorney General,
or any of their employees be used by any defendant as an endorsement or
approval of Defendants acts, practices or conduct of business.


 


XVIII.
NOTIFICATIONS


 


If notices are issued pursuant to this Consent Decree they shall be
issued to the following:


 


To
the Plaintiff:


 


Mark O. Brevard, AAG


Office of the Attorney General


Antitrust Division


900 Fourth Avenue Suite 2000


Seattle, WA 98164


 


(206) 464-7030


(FAX) (206) 587-5636


markb@atg.wa.gov


 


To
the Defendants:


 


Marquee Holdings Inc.


Damian G. Didden


Attorney for Defendant


Wachtell, Lipton, Rosen & Katz


51 West 52nd Street


New York, NY 10019


 


LCE Holdings, Inc.


Deborah L. Feinstein


Attorney for Defendants


Arnold & Porter


555 12th Street, NW


Washington, DC 20004


 


17





















 


XIX.  ATTORNEY FEES AND COST REIMBURSEMENT


 


A.                                   Defendants shall pay to the State of
Washington, within ten (10) business days of entry of this Consent Decree,
the sum of $ 45,000 for reimbursement of fees and costs incurred in this matter
for all work performed up to November 15, 2005, plus actual fee and costs amounts
that have accrued from that date up to entry of this Consent Decree.


 


B.                                     Defendants shall pay to the State of
Washington reimbursement of actual fees and costs incurred by it for work
performed after entry of this Consent Decree. The post-judgment work that is
eligible for reimbursement under this provision must be directly related to overseeing
the Operating and Divestiture Trustees, monitoring the divestiture so that it
is accomplished in accordance with the terms of this Consent Decree, or taking
any and all actions involving non-parties to this Consent Decree that the State
of Washington, in its sole discretion, feels is necessary and appropriate to
ensure the terms of this Consent Decree are fulfilled. The State of Washington
shall submit one bill for reimbursement of post-judgment fees and costs within
thirty (30) days after all assets described in this Consent Decree have been
divested in accordance with the terms of this Consent Decree.  Defendants shall make prompt payment within
ten (10) business days after the State of Washington has submitted one final
bill for post-judgment fees and costs reimbursement.


 


C.                                     If the State of Washington brings an action
to enforce the provisions of this Consent Decree and prevails, Defendants also
shall reimburse the States actual fees and costs incurred in bringing the
enforcement action.  The remedies set
forth in this Consent Decree are in addition to any remedies available to the
States for violation of the terms of this Consent Decree.


 


D.                                    Defendants shall pay the amounts specified
above to the Antitrust Division of the Office of the Attorney General for the
State of Washington, to be deposited into the Washington Attorney General
Antitrust Revolving Fund. Payment shall be made by cashier’s check or wire
transfer to the State of Washington, Office of the Attorney General, ATTN. Dale


 


18





















 


Eastman, Litigation
Manager, 900 Fourth Avenue, Suite 2000, Seattle, Washington, 98164.


 


XX.  APPROVAL AND ORDER


 


A.                                   This Consent Decree is approved and entered
pursuant to 15 U.S.C. §26 and RCW 19.86.080. This Consent Decree is the Order
of the Court and takes effect upon filing.


 


B.                                     This
proceeding, in all other respects, is hereby dismissed with respect to Defendants.


 


It is SO ORDERED this         day of                       
2005.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UNITED STATES DISTRICT
  JUDGE

  



 


Presented by:


 


ROB MCKENNA


Attorney General of Washington State


 


TINA E. KONDO


Senior Assistant Attorney General


Antitrust Division Chief


 


 


	
  /s/
  Mark O. Brevard

  	
   

  
	
  MARK
  O. BREVARD, WSBA #21228

  Assistant Attorney General

  900 Fourth Avenue Suite 2000

  Seattle, WA 98164

  (206) 464-7030

  	
   

  



 


19





















 


Approved as to form; Notice of
Presentation waived:


 


For Defendant Marquee Holdings, Inc.;


 


	
  /s/
  Peter C. Brown

  	
   

  
	
  NAME

  
	
  Chief
  Executive Officer

  



 


 


	
  /s/ Duncan C. Turner

  	
   

  
	
  DUNCAN C. TURNER, WSBA
  #20597

  
	
  Counsel for Defendant

  
	
  Badgley Mullins Law
  Group PLLC

  
	
  701 Fifth Avenue, Suite 4750

  
	
  Seattle, WA 98104

  
	
  Tel: (206) 340-5907

  
	
  Fax: (206) 621-6566

  



 


 


	
  /s/ Damian G. Didden 

  	
   

  
	
  DAMIAN G. DIDDEN (Pro
  Hac Vice)

  ILENE KNABLE GOTTS (Pro Hac Vice)

  Counsel for Defendant

  Wachtell, Lipton, Rosen & Katz

  



 


51 West 52nd
Street

New York, NY 10019

Tel: (212) 403-1113

Fax: (212) 403-2113


 


20





















 


Approved
as to form; Notice of presentation waived:


 


For
Defendant LCE Holdings, Inc.:


 


	
  /s/
  Travis Reid

  	
   

  
	
  NAME

  
	
  Chief
  Executive Officer

  



 


 


 


	
  /s/ Ramona M. Emerson

  	
   

  	
   

  
	
  RAMONA M. EMERSON, WSBA
  #20956

  	
   

  
	
  Counsel for Defendant

  	
   

  
	
  Preston Gates &
  Ellis LLP

  	
   

  
	
  925 Fourth Avenue

  	
   

  
	
  Suite 2900

  	
   

  
	
  Seattle, WA 98104-1158

  	
   

  
	
  Tel: (206) 370-6748

  	
   

  
	
  Fax: (206) 370-6058

  	
   

  
	
  Dated: 

  	
  12/20/05

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Deborah L. Feinstein

  	
   

  	
   

  
	
  DEBORAH L. FEINSTEIN
  (Pro Hac Vice)

  	
   

  
	
  Counsel for Defendant

  	
   

  
	
  Arnold &
  Porter LLP

  	
   

  
	
  555 Twelfth Street, NW

  Washington, DC 20004

  	
   

  
	
  Tel: (202) 942-5015

  Fax: (202) 942-5999

  	
   

  
	
  Dated: 

  	
  December 19,
  2005

  	
   

  	
   

  
					



 


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