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Exhibit 10.2    
    


EXECUTION COPY  




 
 

STOCKHOLDER AGREEMENT
  Between
  REGAL ENTERTAINMENT GROUP,
  and
  HUSH HOLDINGS U.S. INC.
  Dated as of March 27, 2003  
  












 
 

STOCKHOLDER AGREEMENT    
    


        This STOCKHOLDER AGREEMENT (this "Agreement") is made and entered into as of March 27, 2003, by and among
Regal Entertainment Group, a Delaware corporation (the "Company") and HUSH Holdings U.S. Inc., a Delaware corporation (the
"Holder"). 


 
 

RECITALS    
    


        WHEREAS, pursuant to that certain Stock Purchase Agreement (the "Stock Purchase Agreement"), dated as of
February 3, 2003, by and among the Company, the Holder and Hoyts Cinemas Corporation, a Delaware corporation ("Hoyts"), the Holder has agreed to
sell and the Company has agreed to purchase all of the issued and outstanding shares of the capital stock of Hoyts, in exchange for cash and 4,761,904 shares (the "Holder
Stock") of Class A Common Stock (as defined below) of the Company under the terms and subject to the conditions of the Stock Purchase Agreement; 


        WHEREAS,
the Company has granted registration rights to certain existing stockholders pursuant to that certain Amended and Restated Stockholders Agreement, dated May 14, 2002 (the
"Existing Stockholders Agreement"); and 



        WHEREAS,
pursuant to the terms of the Stock Purchase Agreement, the Company and Holder have agreed, as a condition of their respective obligations thereunder, to enter into this
Agreement. 


        NOW,
THEREFORE, in consideration of the premises, representations, warranties, covenants and agreements contained herein and for good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows: 


        1.    Certain Definitions.    As used in this Agreement, the following terms have the meanings set forth below: 




        (a)   "Act" shall mean the Securities Act of 1933, as amended. 


        (b)   "Affiliate" means, with respect to a specified Person, another Person that directly, or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with the Person specified. 


        (c)   "Class A Common Stock" shall mean the common stock of the Company designated Class A, par value $0.001 per
share. 


        (d)   "Class B Common Stock" shall mean the common stock of the Company designated Class B, par value $0.001 per
share. 


        (e)   "Closing" has the meaning given in the Stock Purchase Agreement. 


        (f)    "Common Stock" shall mean the Class A Common Stock and the Class B Common Stock. 



        (g)   "Company" has the meaning set forth in the preamble of this Agreement. 


        (h)   "Equity Securities" shall mean any share of any class or series of capital stock of the Company and shall include the
Common Stock. 


        (i)    "Escrow Agreement" means that certain Stock Escrow Agreement dated March 27, 2003 by and among Regal Entertainment
Group, a Delaware corporation, HUSH Holdings U.S. Inc., a Delaware corporation, and Citibank, N.A., a national banking association organized and existing under the laws of the United States of
America. 


        (j)    "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any similar successor federal statute and the
rules and regulations thereunder, all as the same will be in effect from time to time.

 


        (k)   "Existing Stockholders Agreement" has the meaning set forth in the recitals to this Agreement. 



        (l)    "Holder Stock" has the meaning set forth in recitals of this Agreement. 


        (m)  "Holder" has the meaning set forth in the preamble of this Agreement. 


        (n)   "Non-Sponsor Stockholders" has the meaning given in the Existing Stockholders Agreement". 


        (o)   "Person" means a corporation, trust, limited liability company, association, partnership, joint venture, organization,
business, individual, government (or subdivision thereof), governmental agency or other legal entity. 


        (p)   "Pro Rata Reduction Provisions" means the pro rata reduction provisions in Sections 1.1.3 or 1.2.2 of the Existing
Stockholders Agreement. 


        (q)   "Rule 144" means Rule 144 as promulgated by the SEC under the Securities Act, as such Rule may be amended
from time to time, or any similar successor rule that may be promulgated by the SEC. 


        (r)   "SEC" means the Securities and Exchange Commission or any successor thereof. 


        (s)   "Stock Purchase Agreement" has the meaning set forth in the recitals to this Agreement and does not include any
amendment, modification or supplement thereof after the date of this Agreement unless such is made with the prior written consent of the Holder. 


        (t)    "Stockholders" means the "Stockholders" as defined in the Existing Stockholders Agreement. 


        (u)   "Transfer" has the meaning given in Section 4. 





        2.    Accession to Stockholders Agreement.    During the 180 day period from and after the Closing, the
Company will use its reasonable best efforts to obtain such written consents from any Stockholder or other Persons as are necessary (as determined in the sole discretion of the Company) to enable the
Holder to be joined to the Existing Stockholders Agreement as a Stockholder with the same rights and subject to the same obligations as those Stockholders which are Non-Sponsor
Stockholders. Promptly after obtaining such consents, the Company and the Holder will execute all documentation as is necessary to so join the Holder to the Existing Stockholders Agreement. 


        3.    Holdback Agreement.    If (x) at any time or times after the date hereof the Company makes an
underwritten registered public offering of any of its Equity Securities under the Act (whether to be sold by it or by one or more third parties) and (y) the Holder (i) is given the
opportunity to join in such registration and (ii) is able to include in such registration at least that number of shares of Common Stock as the Holder would be able to include, and on the same
terms, as if it were a Stockholder party to the Existing Stockholders Agreement after operation of the Pro Rata Reductions Provisions, then, if requested by the Company or the representatives of the
underwriters of Equity Securities of the Company, the Holder shall not Transfer any Equity Securities of the Company held by the Holder (other than those included in such registration, if applicable)
for a period specified by the representative of the underwriters (the "Market Standoff Period"), which period shall not exceed one hundred eighty
(180) days following the effective date of a registration statement of the Company filed under the Act, provided that all directors and executive
officers of the Company enter into similar agreements. Notwithstanding the foregoing, if the subject registration is an underwritten primary registration in which the Holder is given the opportunity
to join but because of the Pro Rata Reduction Provisions the Holder is unable to include any shares of Common Stock in such registration, then the Market Standoff Period applicable to the Holder shall
be for a period not to exceed thirty (30) days following the effective date of such registration statement of the Company filed under the Act. The

 
Holder agrees to execute and deliver such other agreements as may reasonably be requested by the Company or the underwriter to confirm the foregoing agreement. The Company may impose
stop-transfer instructions with respect to the Equity Securities subject to the foregoing restrictions not to exceed the applicable Market Standoff Period. The obligations of the Holder
described in this Section 3 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms. This
Section 3 shall terminate and be of no further force or effect from and after the date on which the Holder is joined to the Existing Stockholders Agreement pursuant to Section 2 hereof. 


        4.    Lock-Up Agreement.    Except as set forth in this Section 4 or pursuant to the terms of the
Escrow Agreement, the Holder will not at any time from the date of this Agreement until the first anniversary hereof offer, sell, contract to sell, pledge or otherwise dispose of (whether with or
without consideration), directly or indirectly, any shares of the Holder Stock or, enter into any transaction that would have the same effect, or enter into any swap, hedge or other arrangement that
transfers, in whole or in part, any of the economic consequences of ownership of the shares of the Holder Stock, whether any such aforementioned transaction is to be settled by delivery of any shares
of the Holder Stock, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other
arrangement (in any case, a "Transfer"), without, in each case, the prior written consent of the Company. Except as set forth in this Section 4
or pursuant to the terms of the Escrow Agreement, from the first anniversary of the date of
this Agreement until eighteen months from the date of this Agreement, Holder will not Transfer any Holder Stock in excess of one half (1/2) of the total number of shares of Holder
Stock. Notwithstanding the foregoing, subject to applicable federal and state securities laws, the Holder may (x) sell shares of the Holder Stock in an offering contemplated by, and under the
terms and subject to the conditions of, Section 3 hereof or the Existing Stockholders Agreement, if applicable, (y) sell shares of Holder Stock in a private sale transaction to a single
purchaser, or a group of related purchasers, provided, however, that (A) such transaction involves the transfer of not less than twenty percent
(20%) of the total number of shares of the Holder Stock and (B) the transferee or transferees agree to be bound by the restrictions on Transfer set forth in this Section 4 (including,
without limitation, the restriction that such transferee or transferees and the Holder will not, in the aggregate, Transfer more than one half (1/2) of the total number of Shares Holder
Stock during the period from the first anniversary of the date of this Agreement until eighteen months from the date of this Agreement); or (y) in connection with a bona
fide pledge for the purpose of securing a bona fide financing arrangement with any party other than an Affiliate of the Holder. 


        5.    Rule 144 Reporting.    With a view to making available the benefits of certain rules and regulations of
the SEC that may permit the sale of the Holder Stock to the public without registration, the Company agrees to use its reasonable best efforts to: 




        (a)   make
and keep public information regarding the Company available as those terms are understood and defined in Rule 144 under the Securities Act, at all times; and 



        (b)   file
with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act at any time. 





        6.    Miscellaneous.    




        (a)    Additional Actions and Documents.    Each of the Company and the Holder hereby agrees to take or cause to be
taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, and to obtain such consents, as may be necessary or as may
be reasonably requested in order to fully effectuate the purposes, terms and conditions of this Agreement. 


        (b)    Expenses.    Each of the Company and the Holder will pay its respective expenses incident to the preparation
and negotiation of this Agreement.

 


        (c)    Assignment.    The Holder will not assign this Agreement, in whole or in part, whether by operation of law or
otherwise without the prior written consent of the Company. Any purported assignment of this Agreement, or any of the rights of the Holder hereunder, by the Holder without the written consent of the
Company will be null and void and of no force and effect. 


        (d)    Entire Agreement; Amendment.    This Agreement, and other writings referred to herein or delivered pursuant
hereto, constitutes the entire agreement among the Company and the Holder with respect to the matters addressed herein, and it supersedes all prior oral or written agreements, commitments or
understandings with respect to the matters provided for herein. No amendment, modification or discharge of this Agreement will be valid or binding unless set forth in writing and duly executed by the
Company and the Holder. Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated, except by a written instrument signed by the Company and the Holder. 


        (e)    Waiver.    No delay or failure on the part of the Company or the Holder in exercising any right, power or
privilege under this Agreement, or under any other instruments given in connection with or pursuant to this Agreement, will impair any such right, power or privilege or be construed as a waiver of any
default or any acquiescence therein. No single or partial exercise of any such right, power or privilege will preclude the further exercise of such right, power or privilege, or the exercise of any
other right, power or privilege. No waiver will be valid against the Company or the Holder unless made in writing and signed by the Person against whom enforcement of such waiver is sought and then
only to the extent expressly specified therein. 


        (f)    Limitation on Benefit.    It is the explicit intention of the Company and the Holder that no Person or entity
other than the Company and the Holder is or will be entitled to bring any action to enforce any provision of this Agreement against the Company, and the covenants, undertakings and agreements set
forth in this Agreement will be solely for the benefit of, and will be enforceable only by, the Company and the Holder or their respective successors, heirs, executors, administrators, legal
representatives and permitted assigns. 


        (g)    Binding Effect.    This Agreement will be binding upon and will inure to the benefit of the Company and the
Holder and their respective successors, heirs, executors, administrators, legal representatives and permitted assigns. 



        (h)    Governing Law.    This Agreement, the rights and obligations of the Company and the Holder, and any claims or
disputes relating thereto, will be governed by and construed in accordance with the laws of Delaware (excluding the choice of law rules thereof). 


        (i)    Notices, etc.    All notices, demands, requests, or other communications that may be or are required to be
given, served, or sent by the Company or any Holder to the Company or any Holder pursuant to this Agreement will be in writing and will be hand-delivered, mailed by first-class, registered
or certified mail, return receipt requested, postage prepaid, sent by FedEx or other reputable
overnight courier service or transmitted by telegram, telecopy, facsimile transmission or telex, addressed as follows: 



	(i)
	If
to Hoyts and Holder: 









Hoyts
Cinema Corporation

One Exeter Plaza

Boston, MA 02116

Attention: Terry Moriarty

Facsimile No.: (617) 646-5931

 


HUSH
Holdings U.S. Inc.

c/o Consolidated Press Holdings Limited

54-58 Park Street Sydney, NSW 2000 AUSTRALIA

Attention: Guy Jalland

Facsimile No.: 011-61-2-9-261-0528 


with
a copy to: 


Skadden,
Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, NY 10036

Attention: Patricia Moran, Esq.

Facsimile No.: (917) 777-3130 



	(ii)
	If
to the Company: 







Regal
Entertainment Group

7132 Regal Lane

Knoxville, TN 37918

Telephone: (865) 922-1123

Facsimile No.: (865) 922-6085

Attention: General Counsel 


with
a copy to: 


Hogan &
Hartson L.L.P.

One Tabor Center

Suite 1500

1200 Seventeenth Street

Denver, Colorado, 80202

Attention: Christopher J. Walsh

Facsimile No.: 303-899-7333 







        Each
of the Company and the Holder may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be so given, served or sent. Each
notice, demand, request, or communication that will be hand-delivered, mailed, overnighted, transmitted, telecopied or telexed in the manner described above, or that will be delivered to a
telegraph company, will be deemed sufficiently given, served, sent, received or delivered for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery
receipt, or the answerback being deemed conclusive, but not exclusive, evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation. 




        (j)    Headings.    Article and Section headings contained in this Agreement are inserted for convenience of reference
only, will not be deemed to be a part of this Agreement for any purpose, and will not in any way define or affect the meaning, construction or scope of any of the provisions hereof. 


        (k)    Execution in Counterparts.    To facilitate execution, this Agreement may be executed in as many counterparts
as may be required; and it will not be necessary that the signatures of, or on behalf of, each signatory, or that the signatures of all Persons required to bind any signatory, appear on each
counterpart; but it will be sufficient that the signature of, or on behalf of, each signatory appear on one or more of the counterparts. All counterparts will collectively constitute a single
agreement. It will not be necessary in making proof of this agreement to produce or account for more than a number of counterparts containing the respective signatures of, or on behalf of, all of the
signatories hereto. 




[Signature
Pages Follow] 




 


        IN
WITNESS WHEREOF, the parties hereto have executed this Stockholder Agreement effective as of the day and year first above written. 



	 	 	REGAL ENTERTAINMENT GROUP
	

 	
 	
By:	

/s/  PETER B. BRANDOW      






	 	 	 	 	Name:	Peter B. Brandow
	 	 	 	 	Title:	Executive Vice President, General

Counsel and Secretary





	 	 	HUSH HOLDINGS U.S. INC.
	

 	
 	
By:	

/s/  GUY JALLAND      






	 	 	 	 	Name:	Guy Jalland
	 	 	 	 	Title:	Vice President














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Exhibit 10.2


STOCKHOLDER AGREEMENT Between REGAL ENTERTAINMENT GROUP, and HUSH HOLDINGS U.S. INC. Dated as of March 27, 2003



STOCKHOLDER AGREEMENT

RECITALS