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  Exhibit 10.5.1    
    


 AMENDMENT TO

EXHIBITOR SERVICES AGREEMENT  


        This AMENDMENT TO EXHIBITOR SERVICES AGREEMENT (this
"Amendment"), dated as of November 5, 2008, is between REGAL CINEMAS, INC., a Tennessee
corporation ("Regal"), and NATIONAL CINEMEDIA, LLC, a Delaware limited liability company
("LLC"). 


 RECITALS  


        WHEREAS, Regal and LLC have entered into the Exhibitor Services Agreement dated
as of February 13, 2007 (the "Agreement"); and 


        WHEREAS, Regal and LLC desire to provide for certain amendments to the Agreement specified herein. 


        NOW, THEREFORE, in consideration of the promises made hereunder, and for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 



        Section 1.    Definitions.    Unless otherwise expressly defined herein, all capitalized terms used herein and
defined in the Agreement shall be used herein as so defined. 


        Section 2.    Amendment to Article 1—Definitions.    Section 1.01 of the Agreement is
hereby amended by adding the following definition of "Major Distributor" immediately after the definition of "Loews Theatres" contained therein: 



        "Major Distributor" means each of Twentieth Century Fox Film Corporation, Universal City Studios LLP, Warner Bros.
Entertainment Inc., Sony Pictures Entertainment, Inc., Paramount Pictures Corporation, The Walt Disney Company, and DreamWorks Animation SKG Inc. unless at least a majority
of DreamWorks Animation SKG Inc.'s films are being distributed by Paramount Pictures Corporation, including any of their respective releasing or distributing subsidiaries and any person
or entity that is the legal successor of any of the foregoing named entities or becomes the owner of all or substantially all of the motion picture production and/or distribution business thereof." 




        Section 3.    Amendment to Article 2—Participation and Fees.    Section 2.04 of the
Agreement is hereby amended by deleting the second sentence contained therein and substituting the following: 



        "Except
as expressly provided in this Agreement, (i) during the Term, Regal shall neither engage nor permit a third party (excluding third party designees of LLC as
provided hereunder) to provide, or itself provide, to a Theatre any of the services specifically set forth in the definition of "Advertising Service" set forth in Part A of  Exhibit A,
(ii) during the Meeting Services Term, Regal shall neither engage nor permit a third party (excluding third party designees
of LLC as provided hereunder) to provide, or itself provide, to a Theatre any of the services specifically set forth in the definition of "Meeting Services" set forth in Part C of  Exhibit A, and (iii) during the Digital Programming Term, Regal shall neither engage nor permit a third party (excluding third party
designees of LLC as provided hereunder) to provide, or itself provide, to a Theatre any of the services specifically set forth in the definition of "Digital Programming Services" set forth in
Part B of Exhibit A; provided that if a Major Distributor seeks to provide Theatres with
Digital Programming Services ("Major Studio Digital Programming Services"), then notwithstanding clause (iii) above, Regal will be permitted to arrange for such Major Distributor to provide
such services to Regal provided that Regal complies with the revenue share requirements set forth in Section 1 of Part C of  Exhibit B. 








 

        Section 4.    Amendment to Article 4—Delivery of the Service.    Section 4.l3(b) of
the Agreement is hereby amended by deleting the third sentence contained therein and substituting the following: 



        "Notwithstanding
the foregoing, all IMAX Screens will be subject to the exclusivity obligations of Regal, as set forth in Section 2.04 to the same extent as a Theatre
hereunder (including the application of the proviso set forth in clause (iii) contained in the second sentence thereof (as amended by Section 3 of the Amendment dated November 5,
2008) to all such Imax Screens)." 




        Section 5.    Amendment to Article 6—Digital Programming Services and Meeting
Services.    (a) Section 6.01 of the Agreement is hereby amended by deleting the first sentence contained therein and substituting the following: 



        "All
Digitized Theatres with the necessary equipment to exhibit an event are available for Digital Programming Services either automatically or subject to Regal's approval, based on
criteria specified in Exhibit B." 




        (b)   Section 6.05
of the Agreement is hereby amended by deleting the first sentence contained therein and substituting the following: 



        "Regal
will submit to LLC for consideration by LLC any event opportunities that are identified by or presented to Regal and that would ordinarily fall within the definition
of Digital Programming Services and Meeting Services; provided that such obligation shall not apply to Major Distributor Digital Programming Services." 




        Section 6.    Amendment to Schedule 1—Calculation of Exhibitor Allocation, Theatre Access Fee and Run-Out
Obligations.    Schedule 1 of the Agreement is hereby amended by deleting the definition of "Digital Programming EBITDA" contained therein and substituting the
following: 



        " "Digital Programming EBITDA" means, for the applicable measurement period, the portion of LLC EBITDA attributable to
the Digital Programming Services business line, as reasonably determined by LLC based upon the revenues for Digital Programming Services and an estimated allocation of expenses for such period,  provided
that to the extent that the portion of LLC EBITDA attributable to the Digital Programming Services business line includes any
MDDPS Revenue (as defined in Section 1
of Part C of Exhibit B), then, for the purpose of determining whether LLC has met the Digital Programming EBITDA Threshold pursuant
to Section 9.01(b), Digital Programming EBITDA shall only include 15% of such MDDPS Revenue." 




        Section 7.    Amendment to Exhibit A—The Service.    (a) Part B of  Exhibit A of the Agreement is hereby amended
by deleting the definition of "Digital Programming Services" contained therein and substituting the
following: 



        "Digital Programming Services" means the distribution and broadcast, or rebroadcast, of a live event or substantially live event (such as
sports, music and comedy events), other than the Pre-Feature Program, the Digital Carousel and the Video Display Program, and the exhibition thereof. "Digital Programming Services" shall
not include the distribution, broadcast and/or exhibition of (i) feature films or Trailers, (ii) digital feature film content ("Digital Films") or Trailers or (iii) any form of
content which is booked in the majority of Theatres exhibiting such content for at least seven (7) consecutive days; provided, that the exception
set forth in this clause (iii) shall not apply to (x) live events or (y) content distributed by the persons set forth on Schedule 1 to  Exhibit A. Notwithstanding the foregoing,
 LLC may distribute Digital Films or Trailers across the Digital Content Network upon the prior
written approval of Regal." 




        (b)   Exhibit A of the Agreement is hereby amended by adding Schedule 1 attached to this Amendment
to Exhibit A. Such schedule shall be referred to in the Agreement as Schedule 1 to Exhibit A. 


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        Section 8.    Amendment to Exhibit B.    Section 1 (Revenue Share) of Part C (Digital
Programming) of Exhibit B of the Agreement is hereby amended by deleting the first paragraph contained therein and substituting the following: 



        "Regal
will retain 15% of Net Ticket Revenue for tickets sold pursuant to Digital Programming Services and 100% of all Concession sales. If Regal receives Major Distributor Digital
Programming Services as permitted by the first proviso of the second sentence of Section 2.04, then Regal shall pay LLC the amounts set forth below: 



        A.    With
respect to content provided as a part of Major Distributor Digital Programming Services which is exhibited during any Monday through Thursday during
non-Digital Event Peak Season, Regal will pay LLC 20% of Net Ticket Revenue for tickets sold pursuant to such Major
Distributor Digital Programming Services (such payment, "Non-Peak MDDPS Revenue"). 


        B.    With
respect to content provided as a part of Major Distributor Digital Programming Services that is exhibited during any period other than Monday through Thursday during
non-Digital Event Peak Season, Regal will pay LLC 5% of Net Ticket Revenue for tickets sold pursuant to such Major Distributor Digital Programming Services (such payment, "Peak
MDDPS Revenue" and together with Non-Peak MDDPS Revenue, "MDDPS Revenue"). 





"Net
Ticket Revenue" means all ticket revenue, net of taxes and refunds, excluding "Comp Passes" distributed for marketing purposes, which shall not exceed 25 per Theatre. If Comp Passes exceed
25 per Theatre, then (i) with respect to Digital Programming Services, LLC shall reimburse Regal Net Ticket Revenue for such Comp Passes exceeding 25 per Theatre and
(ii) with respect to Major Distributor Digital Programming Services, Regal shall pay LLC LLC's share of Net Ticket Revenue for such Comp Passes exceeding 25 per Theatre." 



        Section 9.    Limited Effect.    This Amendment relates only to the specific matters expressly covered herein,
shall not be considered to be a waiver of any rights or remedies either Party may have under the Agreement, and shall not be considered to create a course of dealing or to otherwise obligate in any
respect either Party to execute similar or other amendments under the same or similar or other circumstances in the future. Except as expressly amended hereby, the Agreement shall remain in full force
and effect, and is hereby ratified and confirmed. 



        IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written. 



				
	 	REGAL CINEMAS, INC.
	
 	
 By	
 	
/s/ MICHAEL L. CAMPBELL







 
	 	Name: Michael L. Campbell

Title: Chief Executive Officer
	
 	
NATIONAL CINEMEDIA, LLC

by NATIONAL CINEMEDIA, INC., ITS MANAGER
	
 	
 By:	
 	
/s/ KURT C. HALL







 
	 	Name: Kurt C. Hall

Title: Chairman and Chief Executive Officer




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 SCHEDULE 1 TO EXHIBIT B  



			
	Event Name



 
	 	Distributor 
	Metropolitan Opera	 	Metropolitan Opera
	DCI Classic Countdown	 	Drum Corps International
	Linkin Park	 	Warner Bros Records & AEG
	DCI Live Quarterfinals	 	Drum Corps International
	David Gilmour	 	Sony/BMG
	Garth Brooks	 	AEG
	Garth Brooks (Encore)	 	AEG
	St. Olaf	 	St. Olaf College
	Celine Dion	 	AEG
	Travis Pastrana	 	Wasserman Media Group
	This American Life	 	Chicago Public Radio/By Experience
	Glenn Beck	 	Mercury Radio Arts




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Exhibit 10.5.1