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Exhibit 4.10    
  


$150,000,000

REGAL CINEMAS CORPORATION

93/8% Senior Subordinated Notes due 2012

REGISTRATION RIGHTS AGREEMENT  


April 17,
2002 


CREDIT
SUISSE FIRST BOSTON CORPORATION

    Eleven Madison Avenue

    New York, New York 10010-3629 



Dear
Sirs: 


        Regal
Cinemas Corporation, a Delaware corporation (the "Issuer"), proposes to issue and sell to Credit Suisse First Boston Corporation
(the "Initial Purchaser"), upon the terms set forth in a purchase agreement dated April 1, 2002 (the "Purchase
Agreement"), U.S. $150,000,000 aggregate principal amount of its Series A 93/8% Senior Subordinated Notes due 2012 (the
"Additional Notes" and, together with the U.S. $200,000,000 aggregate principal amount of its Series A 93/8% Senior Subordinated
Notes due 2012 issued on January 29, 2002 (the "Original Notes"), the "Initial Notes") to be
guaranteed (the "Guarantees," together with the Initial Notes and the guarantees of the Original Notes, the "Initial
Securities") by the guarantors named therein (the "Guarantors" and, collectively with the Issuer, the
"Company"). The Additional Notes will be (and the Original Notes were) issued pursuant to an Indenture, dated as of January 29, 2002, (as amended
by two supplemental indentures, dated on or prior to the date hereof, the Indenture.), among the Issuer, the Guarantors and U.S. Bank National
Association, as trustee (the "Trustee"). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, each of the Issuer and each of
the Guarantors agrees with the Initial Purchaser, for the benefit of the Initial Purchaser and the holders of the Securities (as defined below) (collectively the
"Holders"), as follows: 


        1.    Registered Exchange Offer.    Unless not permitted by applicable law (after the Issuer and the Guarantors have
complied with the ultimate paragraph of this Section 1), the Issuer and the Guarantors shall prepare and, on or prior to May 14, 2002 (a "Filing
Deadline"), file with the Securities and Exchange Commission (the "Commission") a registration statement (the
"Exchange Offer Registration Statement") on an appropriate form under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to a proposed offer (the "Registered Exchange Offer") to the Holders of Transfer Restricted Securities (as
defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in
exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Issuer, with guarantees endorsed thereon by the Guarantors, issued under the Indenture, identical in
all material respects to the Initial Securities and registered under the Securities Act (the "Exchange Securities");
provided, however, that, notwithstanding anything contained in this section 1 or contained in the Registration Rights Agreement, dated as of
January 29, 2002, by and among, the Issuer, the Guarantors party thereto, and the initial purchasers party thereto, the Issuer and the Guarantors shall only be obligated to file one Exchange
Offer Registration Statement with respect to the Initial Securities. Each of the Issuer and the Guarantors shall use its respective best efforts to (i) cause such Exchange Offer Registration
Statement to become effective under the Securities Act at the earliest possible time, but no later than July 13, 2002 (an "Effectiveness
Deadline"), (ii) cause such

  
Exchange Offer Registration Statement to be effective continuously during the Registered Exchange Offer and (iii) keep the Registered Exchange Offer open for a period of not less than 20
business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the
"Exchange Offer Registration Period"). 



        If
the Issuer and the Guarantors commence the Registered Exchange Offer, the Issuer and the Guarantors (i) will be entitled to consummate the Registered Exchange Offer 20
business days after commencement (provided that the Issuer and the Guarantors have accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the
Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 30 business days after the date on which the Exchange Offer Registration
Statement is declared effective (such 30th business day being the "Consummation Deadline"). 



        Following
the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer and the Guarantors shall promptly commence the Registered Exchange Offer, it being
the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder
is not an affiliate of
the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder's business and has no arrangements with any person to participate in the
distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and
after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. 


        The
Issuer and each of the Guarantors acknowledges that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other
trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing the information set forth in
(a) Annex A hereto on the cover, (b) Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section, and (c) Annex C hereto in
the "Plan of Distribution" section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and
(ii) the Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, is required to deliver
a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. 


        The
Issuer and each of the Guarantors shall use its respective best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus
contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such
persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must
be delivered by an Exchanging Dealer or the Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchaser have sold all
Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer and the Guarantors shall make a sufficient number of copies of such
prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after
the consummation of the Registered Exchange Offer. 


        If,
upon consummation of the Registered Exchange Offer, the Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Issuer and the Guarantors,
simultaneously

  
with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to the Initial Purchaser upon the written request of the Initial Purchaser, in exchange
(the "Private Exchange") for the Initial Securities held by the Initial Purchaser, a like principal amount of debt securities of the Issuer, with
guarantees endorsed thereon by the Guarantors, issued under the Indenture and identical in all material respects to the Initial Securities (the "Private Exchange
Securities"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the
"Securities." 


        In
connection with the Registered Exchange Offer, the Issuer and the Guarantors shall: 



        (a)  mail
to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related
documents; 


        (b)  keep
the Registered Exchange Offer open for not less than 20 business days (or longer, if required by applicable law) after the date notice thereof is mailed to Holders; 


        (c)  utilize
the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York, which may be the Trustee or an
affiliate of the Trustee; 


        (d)  permit
Holders to withdraw tendered Initial Securities at any time prior to the close of business, New York time, on the last business day on which the Registered
Exchange Offer shall remain open; and 


        (e)  otherwise
comply with all applicable laws. 




        As
soon as practicable after the close of the Registered Exchange Offer or the Private Exchange, as the case may be, the Issuer and the Guarantors shall: 



        (x)  accept
for exchange all the Initial Securities validly tendered and not withdrawn pursuant to the Registered Exchange Offer and the Private Exchange; 


        (y)  deliver
to the Trustee for cancellation all the Initial Securities so accepted for exchange; and 


        (z)  cause
the Trustee to authenticate and deliver promptly to each Holder of the Initial Securities, Exchange Securities or Private Exchange Securities, as the case may be,
equal in principal amount to the Initial Securities of such Holder so accepted for exchange. 




        The
Indenture will provide that the Exchange Securities will not be subject to the transfer restrictions set forth in the Indenture and that all the Securities will vote and consent
together on all matters as one class and that none of the Securities will have the right to vote or consent as a class separate from one another on any matter. 


        Interest
on each Exchange Security and Private Exchange Security issued pursuant to the Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment
date on which interest was paid on the Initial Securities surrendered in exchange therefor or, if no interest has been paid on the Initial Securities, from January 29, 2002. 



        Each
Holder participating in the Registered Exchange Offer shall be required to represent to the Issuer and the Guarantors that at the time of the consummation of the Registered Exchange
Offer (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business, (ii) such Holder will have no arrangements or understanding with any person
to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an "affiliate," as defined in Rule 405
of the Securities Act, of the Issuer or any of the Guarantors or if it is an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the
extent applicable, (iv) if such Holder is not a broker-

  
dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities and (v) if such Holder is a broker-dealer, that it will receive Exchange
Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge
that it will deliver a prospectus in connection with any resale of such Exchange Securities. 


        Notwithstanding
any other provisions hereof, the Issuer and the Guarantors will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any
prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any Exchange Offer
Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, does not
include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. 


        If
following the date hereof there has been announced a change in Commission policy with respect to exchange offers that in the reasonable opinion of counsel to the Issuer and the
Guarantors raises a substantial question as to whether the Registered Exchange Offer is permitted by applicable federal law, the Issuer and the Guarantors will seek a no-action letter or
other favorable decision from the Commission allowing the Issuer and the Guarantors to consummate the Registered Exchange Offer if such a no-action letter or decision is obtainable under
then existing law or Commission policy. The Issuer and the Guarantors will pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuer and each
of the Guarantors will take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation
(i) participating in telephonic conferences with the Commission, (ii) delivering to the Commission staff an analysis prepared by counsel to the Issuer and the Guarantors setting forth
the legal bases, if any, upon which such counsel has concluded that the Registered
Exchange Offer should be permitted and (iii) diligently pursuing a resolution (which need not be favorable) by the Commission staff. 


        2.    Shelf Registration.    If, (i) because of any change in law or in applicable interpretations thereof by
the staff of the Commission, the Issuer and the Guarantors are not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof or (ii) any Holder of the Initial
Securities which are Transfer Restricted Securities notifies the Company prior to the 20th business day following the consummation of the Registered Exchange Offer that (a) it is prohibited by
law or Commission policy from participating in the Registered Exchange Offering, (b) it may not resell the Exchange Securities acquired by it in the Registered Exchange Offer to the public
without delivering a prospectus, and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by it, or (c) it is a broker-dealer
and holds the Exchange Securities acquired directly from the Company or any of the Company's affiliates, the Issuer and each of the Guarantors shall take the following actions (the date on which any
of the conditions described in the foregoing clauses (i) and (ii) occur, including in the case of clause (ii) the receipt of the required notice, being a
"Trigger Date"): 



        (a)  The
Issuer and each of the Guarantors shall promptly (but in no event more than 30 days after the Trigger Date (such 30th day being a
"Filing Deadline")) file with the Commission and thereafter use its best efforts to cause to be declared effective no later than 60 days after
the Trigger Date (such 60th day being an "Effectiveness Deadline") a registration statement (the "Shelf Registration
Statement" and, together with the Exchange Offer Registration Statement, a "Registration Statement") on an appropriate form
under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in

  
accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the "Shelf
Registration"); provided, however, that no Holder (other than the Initial Purchaser) shall be entitled to have the Securities
held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder;  provided, further, however,
that, notwithstanding anything contained in this section 2 or contained in the Registration Rights Agreement, dated
as of January 29, 2002, by and among, the Issuer, the Guarantors party thereto, and the initial purchasers party thereto, the Issuer and the Guarantors shall only be obligated to file one Shelf
Registration Statement with respect to the Initial Securities. 


        (b)  The
Issuer and each of the Guarantors shall use its respective best efforts to keep the Shelf Registration Statement continuously effective in order to permit the
prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to
Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been
sold pursuant thereto or (ii) can be sold pursuant to Rule 144 under the Securities Act without any volume limitation under Rule 144 or any successor rule thereof. The Issuer and
each of the Guarantors shall be deemed not to have used its respective best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action
that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law or such action is taken
by the Company in good faith and for
valid business reasons so long as the Company promptly thereafter complies with the requirements of Section 6(b). 


        (c)  Notwithstanding
any other provisions of this Agreement to the contrary, the Issuer and each of the Guarantors shall cause the Shelf Registration Statement and the
related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with
the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 




        3.    Registration Procedures.    In connection with any Shelf Registration contemplated by Section 2 hereof
and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply: 



        (a)  The
Issuer and each of the Guarantors shall (i) furnish to the Initial Purchaser, prior to the filing thereof with the Commission, a copy of the Registration
Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and, in the event that the Initial Purchaser (with respect to any portion of an unsold allotment
from the original offering of the Original Notes or the Additional Notes) is participating in the Registered Exchange Offer or the Shelf Registration Statement, the Issuer and each of the Guarantors
shall use its respective best efforts to reflect in each such document, when so filed with the Commission, such comments as the Initial Purchaser reasonably may propose; (ii) include the
information substantially in the form set forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer"
section and in Annex C hereto in the "Plan of Distribution" section of the prospectus forming a part of the Exchange Offer Registration Statement and include the information
substantially in the form set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; (iii) if requested by the Initial Purchaser participating
in the Registered Exchange Offer or the Shelf Registration Statement, include the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable,
in the prospectus forming a part of the Exchange Offer

  
Registration Statement; (iv) include within the prospectus contained in the Exchange Offer Registration Statement a section entitled "Plan of Distribution," reasonably acceptable to the
Initial Purchaser, which shall contain a summary statement of the positions taken or policies made by the staff of the Commission with respect to the potential "underwriter" status of any
broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) of Exchange Securities received by such broker-dealer in the Registered Exchange Offer (a "Participating Broker-Dealer"),
whether such positions or policies have been publicly disseminated by the staff of the Commission or such positions or policies, in the reasonable judgment of the Initial Purchaser based upon advice
of counsel (which may be in-house counsel), represent the prevailing views of the staff of the Commission; and (v) in the case of a Shelf Registration Statement, include the names
of the Holders who propose to sell Securities pursuant to the Shelf Registration Statement as selling securityholders. 



        (b)  The
Issuer and the Guarantors shall give written notice to the Initial Purchaser, the Holders of the Securities and any Participating Broker-Dealer from whom the Issuer
has received prior written notice that it will be a Participating Broker-Dealer in the Registered Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an
instruction to suspend the use of the prospectus until the requisite changes have been made): 



        (i)    when
the Registration Statement or any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective
amendment thereto has become effective; 


        (ii)  of
any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information; 


        (iii)  of
the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; 


        (iv)  of
the receipt by the Issuer or any of the Guarantors or any of their respective legal counsel of any notification with respect to the suspension of the qualification
of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and 



        (v)  of
the happening of any event that requires the Issuer or the Guarantors to make changes in the Registration Statement or the prospectus in order that the Registration
Statement or the prospectus does not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the
case of the prospectus, in light of the circumstances under which they were made) not misleading. 




        (c)  The
Issuer and each of the Guarantors shall use reasonable efforts to obtain the withdrawal at the earliest possible time, of any order suspending the effectiveness of
the Registration Statement. 


        (d)  The
Issuer and each of the Guarantors shall furnish to each Holder of Securities included within the coverage of the Shelf Registration, without charge, at least one
copy of the Shelf Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits
thereto (including those, if any, incorporated by reference). 


        (e)  The
Issuer and each of the Guarantors shall deliver to each Exchanging Dealer and the Initial Purchaser, and to any other Holder who so requests, without charge, at
least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including

  
financial statements and schedules, and, if the Initial Purchaser or any such Holder requests, all exhibits thereto (including those incorporated by reference). 


        (f)    The
Issuer and each of the Guarantors shall, during the Shelf Registration Period, deliver to each Holder of Securities included within the coverage of the Shelf
Registration, without charge, as many copies of the prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as such
person may reasonably request. The Issuer and each of the Guarantors consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by each
of the selling Holders of the Securities in connection with the offering and sale of the Securities covered by the prospectus, or any amendment or supplement thereto, included in the Shelf
Registration Statement. 


        (g)  The
Issuer and the Guarantors shall deliver to the Initial Purchaser, any Exchanging Dealer, any Participating Broker-Dealer and such other persons required to deliver a
prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in the Exchange Offer Registration Statement and any amendment or supplement thereto
as such persons may reasonably request. The Issuer and each of the Guarantors consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto
by the Initial Purchaser, if necessary, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer in connection with the offering
and sale of the Exchange Securities covered by the prospectus, or any amendment or supplement thereto, included in such Exchange Offer Registration Statement. 


        (h)  Prior
to any public offering of the Securities pursuant to any Registration Statement the Issuer and each of the Guarantors shall register or qualify or cooperate with
the Holders of the Securities included therein and their respective counsel in connection with the registration or qualification of the Securities for offer and sale under the securities or "blue sky"
laws of such states of the United States as any Holder of the Securities reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in
such jurisdictions of the Securities covered by such Registration Statement; provided, however, that the Issuer and the Guarantors shall not be required to (i) qualify generally to do business
in any jurisdiction where it is not then so qualified or (ii) take any action which would subject it to general service of process or to taxation in any jurisdiction where it is not then so
subject. 


        (i)    The
Issuer and each of the Guarantors shall cooperate with the Holders of the Securities to facilitate the timely preparation and delivery of certificates representing
the Securities sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders may request at least two
business days prior to sales of the Securities pursuant to such Registration Statement. 


        (j)    Upon
the occurrence of any event contemplated by paragraphs (ii) through (v) of Section 3(b) above during the period for which the Issuer and
each of the Guarantors is required to maintain an effective Registration Statement, the Issuer and each of the Guarantors shall promptly prepare and file a post-effective amendment
to the Registration Statement or a supplement to the related prospectus and any other required document so that, as thereafter delivered to Holders of the Securities or purchasers of Securities, the
prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. If the Company notifies the Initial Purchaser, the Holders of the Securities and any known Participating Broker-Dealer in accordance with
paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Initial
Purchaser, the Holders of the Securities and any such

  
Participating Broker-Dealers shall suspend use of such prospectus, and the period of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above and the Exchange Offer
Registration Statement provided for in Section 1 above shall each be extended by the number of days from and including the date of the giving of such notice to and including the date
when the Initial Purchaser, the Holders of the Securities and any known Participating Broker-Dealer shall have received such amended or supplemented prospectus pursuant to this Section 3(j). 



        (k)  Not
later than the effective date of the applicable Registration Statement, the Issuer and each of the Guarantors will provide a CUSIP number for the Initial Securities,
the Exchange Securities or the Private Exchange Securities, as the case may be, and, if required, provide the applicable trustee with printed certificates for the Initial Securities, the Exchange
Securities or the Private Exchange Securities, as the case may be, in a form eligible for deposit with The Depository Trust Company. 


        (l)    The
Issuer and each of the Guarantors will comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Registered
Exchange Offer or the Shelf Registration and will make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an
earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if
such period is a fiscal year) beginning with the first month of the Issuer's first fiscal quarter commencing after the effective date of the Registration Statement, which statement shall cover such
12-month period. 


        (m)  The
Issuer and the Guarantors shall cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended, in a timely manner and containing such
changes, if any, as shall be necessary for such qualification. In the event that such qualification would require the appointment of a new trustee under the Indenture, the Issuer shall appoint a new
trustee thereunder pursuant to the applicable provisions of the Indenture. 


        (n)  The
Issuer and the Guarantors may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Company such information
regarding the Holder and the distribution of the Securities as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement, and the Issuer and the Guarantors
may exclude from such registration the Securities of any Holder that fails to furnish such information within a reasonable time after receiving such request. 



        (o)  The
Issuer and each of the Guarantors shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such
other action, if any, as any Holder of the Securities shall reasonably request in order to facilitate the disposition of the Securities pursuant to any Shelf Registration. 


        (p)  In
the case of any Shelf Registration, the Issuer and each of the Guarantors shall (i) make reasonably available for inspection by the Holders of the Securities,
any underwriter participating in any disposition pursuant to the Shelf Registration Statement and any attorney, accountant or other agent retained by the Holders of the Securities or any such
underwriter all relevant financial and other records, pertinent corporate documents and properties of the Issuer and the Guarantors, (ii) cause the Issuer's and the Guarantors' officers,
directors, and employees to supply all relevant information reasonably requested by the Holders of the Securities or any such underwriter, attorney, accountant or agent in connection with the Shelf
Registration Statement, in each case, as shall be reasonably necessary to enable such persons, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; and
(iii) use its best efforts to cause the Issuer's and the Guarantors' accountants and auditors to supply all relevant information reasonably requested by the Holders of the Securities or any
such underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement, in

  
each case, as shall be reasonably necessary to enable such persons, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act;  provided, however, that the any
such inspections pursuant to the foregoing clauses (ii) and (iii) and information gathering shall be
coordinated on behalf of the Initial Purchaser by you and on behalf of the other parties, by one counsel designated by and on behalf of such other parties as described in Section 4 hereof; and
provided further, that such information shall be kept confidential by the Holder or by any such attorney, accountant or other agent unless required by law or regulation to be disclosed. 


        (q)  In
the case of any Shelf Registration, the Issuer and each of the Guarantors, if requested by any Holder of Securities covered thereby, shall cause (i) its
counsel to deliver an opinion and updates thereof relating to the Securities in customary form addressed to such Holders and the managing underwriters, if any, thereof and dated, in the case of the
initial opinion, the effective date of such Shelf Registration Statement (it being agreed that the matters to be covered by such opinion shall include such matters as are customarily included in
opinions requested in underwritten offerings of such type); (ii) its officers to execute and deliver all customary documents and certificates and updates thereof requested by any underwriters
of the applicable Securities and (iii) its independent public accountants and the independent public accountants with respect to any other entity for which financial information is provided in
the Shelf Registration Statement to provide to the selling Holders of the applicable Securities and any underwriter therefor a comfort letter in customary form and covering matters of the type
customarily covered in comfort letters in connection with primary underwritten
offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72. 



        (r)  In
the case of the Registered Exchange Offer, if requested by the Initial Purchaser or any known Participating Broker-Dealer, the Issuer and each of the Guarantors shall
cause (i) its counsel to deliver to the Initial Purchaser or such Participating Broker-Dealer a signed opinion in the form set forth in Section 6(c) of the Purchase Agreement with
such changes as are customary in connection with the preparation of a Registration Statement and (ii) its independent public accountants and the independent public accountants with respect to
any other entity for which financial information is provided in the Registration Statement to deliver to the Initial Purchaser or such Participating Broker-Dealer a comfort letter, in customary form,
meeting the requirements as to the substance thereof as set forth in Section 6(a) of the Purchase Agreement, with appropriate date changes. 


        (s)  If
a Registered Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Initial Securities by Holders to the Company (or to such other Person as
directed by the Company) in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be, the Company shall mark, or caused to be marked, on the Initial Securities so
exchanged that such Initial Securities are being canceled in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be; in no event shall the Initial Securities be
marked as paid or otherwise satisfied. 


        (t)    The
Issuer and each of the Guarantors will use its best efforts to (a) if the Initial Securities have been rated prior to the initial sale of such Initial
Securities, confirm such ratings will apply to the Securities covered by a Registration Statement, or (b) if the Initial Securities were not previously rated, cause the Securities covered by a
Registration Statement to be rated with the appropriate rating agencies, if so requested by Holders of a majority in aggregate principal amount of Securities covered by such Registration Statement, or
by the managing underwriters, if any. 










  



        (u)  In
the event that any broker-dealer registered under the Exchange Act shall underwrite any Securities or participate as a member of an underwriting syndicate or selling
group or "assist in the distribution" (within the meaning of the Conduct Rules (the "Rules") of the National Association of Securities
Dealers, Inc. ("NASD")) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in
respect thereof, or otherwise, the Issuer and each of the Guarantors will assist such broker-dealer in complying with the requirements of such Rules, including, without limitation, by (i) if
such Rules, including Rule 2720, shall so require, engaging a "qualified independent underwriter" (as defined in Rule 2720) to participate in the preparation of the Registration
Statement relating to such Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Registration Statement is an
underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the
indemnification of underwriters provided in Section 5 hereof and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with
the requirements of the Rules. 




        4.    Registration Expenses.    



        (a)  All
expenses incident to the Issuer's and the Guarantors' performance of and compliance with this Agreement will be borne by the Issuer and the Guarantors, regardless of
whether a Registration Statement is ever filed or becomes effective, including without limitation; 



        (i)    all
registration and filing fees and expenses; 


        (ii)  all
fees and expenses of compliance with federal securities and state blue sky. or securities laws; 


        (iii)  all
expenses of printing (including printing certificates for the Securities to be issued in the Registered Exchange Offer and the Private Exchange and printing of
prospectuses), messenger and delivery services and telephone; 


        (iv)  all
fees and disbursements of counsel for the Issuer and the Guarantors; 


        (v)  all
application and filing fees in connection with listing the Exchange Securities on a national securities exchange or automated quotation system pursuant to the
requirements hereof; and 


        (vi)  all
fees and disbursements of independent certified public accountants of the Issuer and the Guarantors (including the expenses of any special audit and comfort letters
required by or incident to such performance); 



provided, however, that in an underwritten offering, the Issuer shall not be responsible for any fees
and expenses of any underwriter, including any underwriting discounts and commissions or any legal fees and counsel to the underwriters. 




The
Issuer and each of the Guarantors will bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties),
the expenses of any annual audit and the fees and expenses of any person, including special experts, retained by the Issuer and the Guarantors. 



        (b)  In
connection with any Registration Statement required by this Agreement, the Issuer and each of the Guarantors will reimburse the Initial Purchaser and the Holders of
Transfer Restricted Securities who are selling or reselling Securities pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or the Shelf Registration
Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be chosen by

  
the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared. 




        5.    Indemnification.    



        (a)  The
Issuer and each of the Guarantors agrees to indemnify and hold harmless each Holder of the Securities, any Participating Broker-Dealer and each person, if any, who
controls such Holder or such Participating Broker-Dealer within the meaning of the Securities Act or the Exchange Act (each Holder, any Participating Broker-Dealer and such controlling persons are
referred to collectively as the "Indemnified Parties") from and against any losses, claims, damages or liabilities, joint or several, or any actions in
respect thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Securities) to which each Indemnified Party may become
subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration, or arise
out of,
or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse, as
incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect
thereof; provided, however, that (i) the Issuer and the Guarantors shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon
any untrue statement or alleged untrue statement or omission or alleged omission made in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary
prospectus relating to a Shelf Registration in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder
specifically for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf
Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder or Participating Broker-Dealer from whom the person
asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to the extent that a prospectus relating to such Securities was required to be delivered by such Holder or
Participating Broker-Dealer under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such Holder or Participating Broker-Dealer results from the fact
that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Securities to such person, a copy of the final prospectus if the Company had previously
furnished copies thereof to such Holder or Participating Broker-Dealer; provided further, however, that this indemnity agreement will be in addition to any liability which the Issuer or the Guarantors
may otherwise have to such Indemnified Party. The Issuer and each of the Guarantors shall also indemnify underwriters, their officers and directors and each person who controls such underwriters
within the meaning of the Securities Act or the Exchange Act to the same extent as provided above with respect to the indemnification of the Holders of the Securities if requested by such Holders. 


        (b)  Each
Holder of the Securities, severally and not jointly, will indemnify and hold harmless (i) the Issuer and the Guarantors and each person, if any, who controls
the Issuer and the Guarantors within the meaning of the Securities Act or the Exchange Act and (ii) each person who signs the Registration Statement from and against any losses, claims, damages
or liabilities or any actions in respect thereof, to which the Issuer or the Guarantors or any such controlling person may become subject under the Securities Act, the Exchange Act or otherwise,
insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue

  
statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a
Shelf Registration, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, but in each case only
to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to such Holder and furnished
to the Company by or on behalf of such Holder specifically for inclusion therein; and, subject to the limitation set forth immediately preceding this clause, shall reimburse, as incurred, the Issuer
or the Guarantors for any legal or other expenses reasonably incurred by the Issuer or the Guarantors or any such controlling person in connection with investigating or defending any loss, claim,
damage, liability or action in respect thereof. This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Issuer or any of the Guarantors or any of its
controlling persons. 


        (c)  Promptly
after receipt by an indemnified party under this Section 5 of notice of the commencement of any action or proceeding (including a governmental
investigation), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from
the indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party will not be liable to such indemnified party under this Section 5 for
any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof. No indemnifying party shall, without
the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject
matter of such action, and does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. 



        (d)  If
the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified party under subsections (a) or
(b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the
one hand and the indemnified party on the other from the exchange of the Securities, pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by the foregoing
clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the
relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions that resulted in such losses, claims, damages
or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuer or the

  
Guarantors on the one hand or such Holder or such other indemnified party, as the case may be, on the other, and the parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this
subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim
which is the subject of this subsection (d). Notwithstanding any other provision of this Section 5(d), the Holders of the Securities shall not be required to contribute any amount in
excess of the amount by which the net proceeds received by such Holders from the sale of the Securities pursuant to a Registration Statement exceeds the amount of damages which such Holders have
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of
this paragraph (d), each person, if any, who controls such indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such
indemnified party and each person, if any, who controls the Issuer or the Guarantors within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the
Issuer or the Guarantors. 


        (e)  The
agreements contained in this Section 5 shall survive the sale of the Securities pursuant to a Registration Statement and shall remain in full force and
effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party. 




        6.    Liquidated Damages Under Certain Circumstances.    



        (a)  Liquidated
Damages (the "Liquidated Damages") with respect to the Securities shall be assessed as follows if any of the
following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration Default"): 



        (i)    any
Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline; 


        (ii)  any
Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the applicable Effectiveness Deadline; 


        (iii)  the
Registered Exchange Offer has not been consummated on or prior to the Consummation Deadline; or 



        (iv)  subject
to Section 6(b), any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration
Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during
the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a
material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be
necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. 




Each
of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Issuer or the Guarantors
or pursuant to operation of law or as a result of any action or inaction by the Commission.

 


Liquidated
Damages shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to
but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum (the "Liquidated Damages Rate") for the
first 90-day period immediately following the occurrence of such Registration Default. The Liquidated Damages Rate shall increase by an additional 0.25% per annum with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Liquidated Damages Rate of 2.0% per annum. The Issuer and the Guarantors shall not be required to
pay Liquidated Damages for more than one Registration Default at any given time. 


        (b)  A
Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration
Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf
Registration Statement to incorporate annual audited financial information with respect to the Issuer and the Guarantors where such post-effective amendment is not yet effective and needs
to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Issuer and the Guarantors that would need to be described in such
Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Issuer and the Guarantors are proceeding promptly and in good faith to amend or supplement
such Shelf Registration Statement and related prospectus to describe such events; provided, however,
that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Liquidated Damages shall be payable in accordance with the above paragraph from the day such
Registration Default occurs until such Registration Default is cured. 


        (c)  Any
amounts of Liquidated Damages due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the
Securities. The amount of Liquidated Damages will be determined by multiplying the applicable Liquidated Damages Rate by the principal amount of the Securities and further multiplied by a fraction,
the numerator of which is the number of days such Liquidated Damages Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve
30-day months), and the denominator of which is 360. 


        (d)  "Transfer Restricted Securities" means each Security until (i) the date on which such Security has been exchanged
by a person other than a broker-dealer for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange
Offer of an Initial Security for an Exchange Security, the date on which such Exchange Security is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy
of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Security has been effectively registered under the Securities Act and disposed of in
accordance with the Shelf Registration Statement or (iv) the date on which such Security is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable
pursuant to Rule 144(k) under the Securities Act. 




        7.    Rules 144A.    The Issuer and each of the Guarantors shall use its best efforts to file the reports
required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Issuer or any of the Guarantors is not required to file such reports, it will, upon
the request of any Holder of Securities, in connection with any potential sale of any Securities by such Holder, make publicly available the information required by Rule 144A(d)(4). The Issuer
and each of the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Issuer by the Initial Purchaser upon request. 


        8.    Underwritten Registrations.    If any of the Transfer Restricted Securities covered by any Shelf Registration
are to be sold in an underwritten offering, the investment banker or investment bankers

  
and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate
principal amount of such Transfer Restricted Securities to be included in such offering. 


        No
person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Securities on the basis reasonably
provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 


        9.    Miscellaneous.    



        (a)  No Inconsistent Agreements. The Issuer and each of the Guarantors will not on or after the date of this Agreement enter
into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to
the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Issuer's or any of the Guarantors' securities under any agreement in effect
on the date hereof. 


        (b)  Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or
consents to departures from the provisions hereof may not be given, except by the Company and the written consent of the Holders of a majority in principal amount of the Securities affected by such
amendment, modification, supplement, waiver or consents. 


        (c)  Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand
delivery, first-class mail, facsimile transmission, or air courier which guarantees overnight delivery: 




        (A)  if
to a Holder of the Securities, at the most current address given by such Holder to the Company. 


        (B)  if
to the Initial Purchaser; 


Credit
Suisse First Boston Corporation

Eleven Madison Avenue

New York, NY 10010-3629

Fax No.: (212) 325-8278

Attention: Transactions Advisory Group 






with
a copy to: 





Skadden,
Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue

Los Angeles, CA 90071

Fax: (213) 687-5600

Attention: Nicholas P. Saggese, Esq. 


        (C)  if
to the Issuer or the Guarantors, at the Issuer's address as follows: 



Regal
Cinemas Corporation

7132 Commercial Park Drive

Knoxville, TN 37918

Fax: (865) 922-3188

Attention: Chief Financial Officer 




 






with
a copy to: 





Hogan &
Hartson L.L.P.

One Tabor Center

Suite 1500

1200 Seventeenth Street

Denver, Colorado 80202

Fax: (303) 899-7333

Attention: Christopher Walsh 





        All
such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three business days after being deposited in
the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient's facsimile machine operator, if sent by facsimile transmission; and on the day delivered, if sent by overnight air
courier guaranteeing next day delivery. 


        (d)  Third Party Beneficiaries. The Holders shall be third party beneficiaries to the agreements made hereunder between the
Issuer and the Guarantors, on the one hand, and the Initial Purchaser, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement
necessary or advisable to protect their rights or the rights of Holders hereunder. 


        (e)  Successors and Assigns. This Agreement shall be binding upon the Issuer and each of the Guarantors and each of their
respective successors and assigns. 


        (f)    Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 


        (g)  Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect
the meaning hereof. 


        (h)  Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(B). 


        (i)    Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and enforceability of any
such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. 



        (j)    Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount
of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by
reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 


        (k)  Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, the
Issuer and each of the Guarantors (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed The Corporation Trust Company (and any successor entity), as
its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the State of New
York or brought under federal or state securities laws, and

  
acknowledges that The Corporation Trust Company has accepted such designation, (ii) submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding, and
(iii) agrees that service of process upon The Corporation Trust Company and written notice of said service to the Issuer and the Guarantors shall be deemed in every respect effective service of
process upon it in any such suit or proceeding. The Issuer and each of the Guarantors further agrees to take any and all action, including the execution and filing of any and all such documents and
instruments, as may be necessary to continue such designation and appointment of The Corporation Trust Company in full force and effect so long as any of the Securities shall be outstanding. To the
extent that the Issuer or any of the Guarantors may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment,
attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted
by law. 



(signature
pages follow) 









   
        If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all
counterparts, will become a binding agreement among the Initial Purchaser, the Issuer and the Guarantors in accordance with its terms. 



	

 	
 	

Very truly yours,
	

 	
 	
ISSUER
	

 	
 	

REGAL CINEMAS CORPORATION
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      

	 	 	 	 	Name:	 	Peter B. Brandow
	 	 	 	 	Title:	 	Executive Vice President and Secretary
	

 	
 	
GUARANTORS
	

 	
 	

REGAL CINEMAS, INC.
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      

	 	 	 	 	Name:	 	Peter B. Brandow
	 	 	 	 	Title:	 	Executive Vice President and Secretary
	

 	
 	

 	
 	

R.C. COBB, INC.
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      

	 	 	 	 	Name:	 	Peter B. Brandow
	 	 	 	 	Title:	 	Vice President and Secretary
	

 	
 	

 	
 	

COBB FINANCE CORP.
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      

	 	 	 	 	Name:	 	Peter B. Brandow
	 	 	 	 	Title:	 	Vice President and Secretary
	

 	
 	

 	
 	

REGAL INVESTMENT COMPANY
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      

	 	 	 	 	Name:	 	Peter B. Brandow
	 	 	 	 	Title:	 	Vice President and Secretary
	

 	
 	

 	
 	

ACT III CINEMAS, INC.
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      

	 	 	 	 	Name:	 	Peter B. Brandow
	 	 	 	 	Title:	 	Vice President and Secretary




 

	

 	
 	

 	
 	

ACT III THEATRES, INC.
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      

	 	 	 	 	Name:	 	Peter B. Brandow
	 	 	 	 	Title:	 	Vice President and Secretary
	

 	
 	

 	
 	

A 3 THEATRES OF TEXAS, INC.
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      

	 	 	 	 	Name:	 	Peter B. Brandow
	 	 	 	 	Title:	 	Vice President and Secretary
	

 	
 	

 	
 	

A 3 THEATRES OF SAN ANTONIO, LTD.
	

 	
 	

By:	
 	

A3 Theatres of Texas, Inc., its General Partner
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      

	 	 	 	 	Name:	 	Peter B. Brandow
	 	 	 	 	Title:	 	Vice President and Secretary
	

 	
 	

 	
 	

GENERAL AMERICAN THEATRES, INC.
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      

	 	 	 	 	Name:	 	Peter B. Brandow
	 	 	 	 	Title:	 	Vice President and Secretary
	

 	
 	

 	
 	

BROADWAY CINEMAS, INC.
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      

	 	 	 	 	Name:	 	Peter B. Brandow
	 	 	 	 	Title:	 	Vice President and Secretary
	

 	
 	

 	
 	

TEMT ALASKA, INC.
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      

	 	 	 	 	Name:	 	Peter B. Brandow
	 	 	 	 	Title:	 	Vice President and Secretary
	

 	
 	

 	
 	

JR CINEMAS, INC.
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      

	 	 	 	 	Name:	 	Peter B. Brandow
	 	 	 	 	Title:	 	Vice President and Secretary




 

	

 	
 	

 	
 	

EASTGATE THEATRES, INC.
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      

	 	 	 	 	Name:	 	Peter B. Brandow
	 	 	 	 	Title:	 	Vice President and Secretary
	

 	
 	

 	
 	

REGAL CINEMAS HOLDINGS, INC.
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      

	 	 	 	 	Name:	 	Peter B. Brandow
	 	 	 	 	Title:	 	Vice President and Secretary
	

 	
 	

 	
 	

REGAL CINEMAS GROUP, INC.
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      

	 	 	 	 	Name:	 	Peter B. Brandow
	 	 	 	 	Title:	 	Vice President and Secretary
	

 	
 	

 	
 	

ACT III INNER LOOP THEATRES, INC.
	

 	
 	

By:	
 	

/s/  PETER B. BRANDOW      

	 	 	 	 	Name:	 	Peter B. Brandow
	 	 	 	 	Title:	 	Vice President and Secretary
	

 	
 	

 	
 	

EDWARDS THEATRES, INC.
	

 	
 	

By:	
 	

/s/  RONALD REID      

	 	 	 	 	Name:	 	Ronald Reid
	 	 	 	 	Title:	 	Chief Executive Officer
	

 	
 	

 	
 	

FLORENCE THEATRE CORPORATION
	

 	
 	

By:	
 	

/s/  RONALD REID      

	 	 	 	 	Name:	 	Ronald Reid
	 	 	 	 	Title:	 	Chief Executive Officer
	

 	
 	

 	
 	

MORGAN EDWARDS THEATRE CORPORATION
	

 	
 	

By:	
 	

/s/  RONALD REID      

	 	 	 	 	Name:	 	Ronald Reid
	 	 	 	 	Title:	 	Chief Executive Officer




 

	

 	
 	

 	
 	

UNITED CINEMAS CORPORATION
	

 	
 	

By:	
 	

/s/  RONALD REID      

	 	 	 	 	Name:	 	Ronald Reid
	 	 	 	 	Title:	 	Chief Executive Officer





	

The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written.	
 	

 
	
CREDIT SUISSE FIRST BOSTON CORPORATION	
 	

 
	

By:	
 	

/s/  MATT CWIERTNIA      
	
 	

 
	 	 	Name: Matt Cwiertnia	 	 
	 	 	Vice President	 	 











   
ANNEX A 


        Each
broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale
of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company and each of the
Guarantors has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make a sufficient number of copies of this Prospectus available to any broker-dealer
for use in connection with any such resale. See "Plan of Distribution." 








   
ANNEX B 


        Each
broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result
of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See "Plan of Distribution." 









   
ANNEX C 


PLAN
OF DISTRIBUTION 


        Each
broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale
of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of
180 days after the Expiration Date, it will make a sufficient number of copies this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such
resale. In addition, until                        , 20    , all dealers effecting transactions in the Exchange
Securities may be required to deliver a prospectus. 


        The
Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the
Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the
Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such
resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of
any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates
in a distribution of such Exchange Securities may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission
or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. 


        For
a period of 180 days after the Expiration Date the Company will promptly send a sufficient number of additional copies of this Prospectus and any amendment or supplement to
this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one
counsel for the Holders
of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities,
including liabilities under the Securities Act. 








   
ANNEX D 


o    CHECK
HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO. 



	Name:	 	
	 	 
	Address:	 	
	 	 






        If
the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the
undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. 











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Exhibit 4.10