Exhibit 4.3



AMENDED AND RESTATED  GUARANTY AND COLLATERAL AGREEMENT

dated as of May 10, 2004

among

REGAL CINEMAS CORPORATION,
as a Grantor

and

CERTAIN OF ITS SUBSIDIARIES,
as Guarantors and Grantors

in favor of

CREDIT SUISSE FIRST BOSTON,
acting through its Cayman Islands Branch,
as Administrative Agent



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TABLE OF CONTENTS

|           |  |                                                                            |  | Page
|---------- |  | -------------------------------------------------------------------------- |  | ----
|SECTION 1. |  | DEFINED TERMS                                                              |  | 2   
|1.1        |  | Definitions                                                                |  | 2   
|1.2        |  | Other Definitional Provisions                                              |  | 5   
|1.3        |  | Relationship with Original Guaranty and Collateral Agreement               |  | 6   
|           |  |                                                                            |  |     
|SECTION 2. |  | GUARANTY                                                                   |  | 6   
|2.1        |  | Guaranty                                                                   |  | 6   
|2.2        |  | Rights of Reimbursement, Contribution and Subrogation                      |  | 7   
|2.3        |  | Amendments, Etc. with Respect to Borrower Obligations                      |  | 8   
|2.4        |  | Guaranty Absolute and Unconditional                                        |  | 9   
|2.5        |  | Reinstatement                                                              |  | 9   
|2.6        |  | Payments                                                                   |  | 9   
|2.7        |  | California Waivers                                                         |  | 9   
|           |  |                                                                            |  |     
|SECTION 3. |  | GRANT OF SECURITY INTEREST                                                 |  | 10  
|3.1        |  | Grant                                                                      |  | 10  
|3.2        |  | Certain Limited Exclusions                                                 |  | 11  
|           |  |                                                                            |  |     
|SECTION 4. |  | REPRESENTATIONS AND WARRANTIES                                             |  | 11  
|4.1        |  | Representations in Credit Agreement                                        |  | 11  
|4.2        |  | Title; No Other Liens                                                      |  | 12  
|4.3        |  | Perfected First Priority Liens                                             |  | 12  
|4.4        |  | Jurisdiction of Organization, Etc                                          |  | 12  
|4.5        |  | Inventory, Equipment and Books and Records                                 |  | 12  
|4.6        |  | Investment Property                                                        |  | 12  
|4.7        |  | Receivables                                                                |  | 13  
|4.8        |  | Intellectual Property                                                      |  | 13  
|           |  |                                                                            |  |     
|SECTION 5. |  | COVENANTS                                                                  |  | 14  
|5.1        |  | Covenants in Credit Agreement                                              |  | 14  
|5.2        |  | Delivery and Control of Instruments, Chattel Paper and Investment Property |  | 14  
|5.3        |  | Payment of Obligations                                                     |  | 14  
|5.4        |  | Maintenance of Perfected Security Interest; Further Documentation          |  | 15  
|5.5        |  | Changes in Locations, Name, Jurisdiction of Incorporation, Etc             |  | 15  
|5.6        |  | Investment Property                                                        |  | 15  
|5.7        |  | Receivables                                                                |  | 16  
|5.8        |  | Concentration Accounts                                                     |  | 17  
|5.9        |  | Intellectual Property                                                      |  | 17  
|5.10       |  | Commercial Tort Claims                                                     |  | 18  
|5.11       |  | Letter-of-Credit Rights                                                    |  | 18  
|           |  |                                                                            |  |     
|SECTION 6. |  | REMEDIAL PROVISIONS                                                        |  | 18  
|6.1        |  | Certain Matters Relating to Receivables                                    |  | 18  
|6.2        |  | Pledged Securities                                                         |  | 19  
|6.3        |  | Proceeds to be Turned Over to Administrative Agent                         |  | 20  
|6.4        |  | Application of Proceeds                                                    |  | 21  
|6.5        |  | UCC and Other Remedies                                                     |  | 21  
|           |  |                                                                            |  |     

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|6.6        |  | Registration Rights                                          |  | 22
|---------- |  | ------------------------------------------------------------ |  | --
|6.7        |  | Waiver; Deficiency                                           |  | 23
|           |  |                                                              |  |   
|SECTION 7. |  | ADMINISTRATIVE AGENT                                         |  | 23
|7.1        |  | Administrative Agent's Appointment as Attorney-in-Fact, Etc. |  | 23
|7.2        |  | Duty of Administrative Agent                                 |  | 24
|7.3        |  | Authority of Administrative Agent                            |  | 25
|7.4        |  | Appointment of Co-Collateral Agents                          |  | 25
|           |  |                                                              |  |   
|SECTION 8. |  | MISCELLANEOUS                                                |  | 25
|8.1        |  | Amendments and Waivers                                       |  | 25
|8.2        |  | Notices                                                      |  | 25
|8.3        |  | No Waiver; Remedies Cumulative                               |  | 25
|8.4        |  | Enforcement Expenses; Indemnification                        |  | 26
|8.5        |  | Successors and Assigns                                       |  | 26
|8.6        |  | Set-Off                                                      |  | 26
|8.7        |  | Counterparts                                                 |  | 27
|8.8        |  | Severability                                                 |  | 27
|8.9        |  | Headings                                                     |  | 27
|8.10       |  | Integration                                                  |  | 27
|8.11       |  | Governing Law                                                |  | 27
|8.12       |  | Consent To Jurisdiction; Waivers                             |  | 27
|8.13       |  | Additional Grantors                                          |  | 27
|8.14       |  | Releases                                                     |  | 27
|8.15       |  | Waiver Of Jury Trial                                         |  | 28
|8.16       |  | Survival of Representations, Warranties and Agreements       |  | 29
|8.17       |  | Patriot Act                                                  |  | 29
|8.18       |  | Existing Agreements Superseded; Exhibits and Schedules       |  | 29
|8.19       |  | Effectiveness                                                |  | 29
|           |  |                                                              |  |   

|SCHEDULES: |  | 4.3 |  | Filings and Other Actions Required for Perfection           
|---------- |  | --- |  | ------------------------------------------------------------
|           |  | 4.4 |  | Legal Name, Jurisdiction, Location of Chief Executive Office
|           |  | 4.6 |  | Pledged Investment Property                                 
|           |  | 4.8 |  | Intellectual Property                                       
|           |  | 5.8 |  | Concentration Accounts                                      
|           |  | 8.2 |  | Notice Addresses of Guarantors                              
|           |  |     |  |                                                             
|EXHIBITS:  |  | A   |  | Acknowledgment and Consent                                  
|           |  | B   |  | Intellectual Property Security Agreement                    
|           |  | C   |  | Assumption Agreement                                        

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AMENDED AND RESTATED
GUARANTY AND COLLATERAL AGREEMENT

This AMENDED AND RESTATED GUARANTY AND COLLATERAL AGREEMENT, dated as of May 10, 2004 (as amended, restated, supplemented or otherwise modified from time
to time, this "Agreement"), by and among REGAL CINEMAS CORPORATION, a Delaware corporation ("Borrower"),
and certain of its Subsidiaries signatory hereto (Borrower, such Subsidiaries, and each other entity that may become a party hereto as provided herein, collectively,
"Grantors"), in favor of CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch ("CSFB"),
as Administrative Agent for the benefit of the Secured Parties (as defined below), amends and restates in full the Guarantee and Collateral Agreement, dated as of January 29, 2002 (as amended,
restated, supplemented or otherwise modified from time to time to the date hereof, the "Original Guaranty and Collateral Agreement").

RECITALS

WHEREAS, undefined capitalized terms used in these recitals shall have the respective meanings set forth for such terms in Section 1.1;

WHEREAS,
pursuant to that certain Fourth Amended and Restated Credit Agreement, dated as of the date hereof (including all annexes, exhibits and schedules thereto, as from time to time
amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among Borrower, the Lenders party thereto, and
Administrative Agent, the Lenders have agreed to make Credit Extensions on behalf of Borrower;

WHEREAS,
the Credit Agreement amends and restates in full the Third Restated Credit Agreement, which in turn amended and restated in full the Second Restated Credit Agreement, which in
turn amended and restated in full the Restated Credit Agreement, which in turn amended and restated in full the Original Credit Agreement (the Original Credit Agreement, the Restated Credit Agreement,
the Second Restated Credit Agreement and the Third Restated Credit Agreement, collectively, the "Prior Credit Agreements");

WHEREAS,
each Grantor's obligations under the Prior Credit Agreements were secured by Liens granted by Borrower and certain of its direct and indirect subsidiaries to Lehman Commercial
Paper Inc., as Administrative Agent thereunder and as predecessor to Administrative Agent (in such capacity, "Original Agent") pursuant to the
Original Guaranty and Collateral Agreement, which Liens are being confirmed, reaffirmed, continued and restated hereunder;

WHEREAS,
Lehman Commercial Paper Inc. has resigned as administrative agent under the Third Restated Credit Agreement, and CSFB has become the successor Administrative Agent under
the Credit Agreement; and

WHEREAS,
each Grantor and Administrative Agent have agreed to amend and restate the Original Guaranty and Collateral Agreement, in renewal, amendment, restatement and modification of,
but not in extinguishment or novation of, the obligations thereunder, to ensure continuing security for the payment and performance of each Grantor's Obligations under and as defined herein and in the
Credit Agreement.

WHEREAS,
it is a condition to the effectiveness of the Credit Agreement and the making of Loans and Credit Extensions thereunder that the Borrower and the Grantors shall have executed
and delivered this Agreement to Administrative Agent for the ratable benefit of the Secured Parties;

NOW,
THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree to amend and restate the Original Guaranty and Collateral

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Agreement
in its entirety as follows, without effecting a novation thereof or otherwise disturbing the Liens created thereunder:

SECTION 1.    DEFINED TERMS

1.1    Definitions.Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement, and the following terms that are defined in the UCC on the date hereof are used herein as so defined:
"Accounts," "Certificated Security," "Chattel Paper,"
"Commodity Account," "Commodity Contract," "Commodity
Intermediary," "Documents," "Entitlement Order,"
"Equipment," "Goods," "Instruments,"
"Inventory," "Letter-of-Credit Rights," "Securities
Intermediary," "Security," "Security Entitlement,"
"Supporting Obligation," and "Uncertificated Security." In addition
to the foregoing terms and the terms defined in the preamble and recitals hereto, the following terms have the meanings assigned below:



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1.2    Other Definitional Provisions.Any of the terms defined herein may, unless the context otherwise requires,
be used in the singular or the plural, depending on the reference. The words "hereof," "herein," "hereto" and "hereunder" and words of similar import shall refer to this Agreement as a whole and not
to any particular provision of this Agreement. References herein to any Section, Schedule or Exhibit shall be to a Section, a Schedule or an Exhibit, as the case may be, hereof

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unless
otherwise specifically provided. The use herein of the word "include" or "including," when following any general statement, term or matter, shall not be construed to limit such statement, term
or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as "without limitation" or "but not
limited to" or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general
statement, term or matter. Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor's Collateral or the
relevant part thereof. The expressions "payment in full," "paid in full" and any other similar terms or phrases when used herein with respect to the Borrower Obligations or the Guarantied Obligations
shall mean the unconditional, final and irrevocable payment in full, in immediately available funds, of all of the Borrower Obligations or the Guarantied Obligations, as the case may be.

1.3    Relationship with Original Guaranty and Collateral Agreement.As stated in the preamble hereof, this
Agreement is intended to amend and restate the provisions of the Original Guaranty and Collateral Agreement, and except as expressly modified herein, the outstanding obligations under the Original
Guaranty and Collateral Agreement shall continue to be paid or performed on or prior to the Closing Date, and shall from and after the Closing Date continue to be owing and be subject to the terms of
this Agreement. On and after the Closing Date, all references in the other Loan Documents that are not being amended and restated concurrently herewith to (i) the "Guaranty and Collateral
Agreement" shall be deemed to include references to this Agreement, and (ii) the "Secured Parties" or "Administrative Agent" shall mean such terms as defined in this Agreement. As to all
periods occurring on or after the Closing Date, all of the covenants set forth in the Original Guaranty and Collateral Agreement shall be of no further force or effect (with respect to such periods),
it being understood that all obligations of Grantors under the Original Guaranty and Collateral Agreement shall be governed by this Agreement from and after the Closing Date.

SECTION 2.    GUARANTY

2.1    Guaranty.



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2.2    Rights of Reimbursement, Contribution and Subrogation.(a) If any payment is made on account of the
Obligations by any Grantor or is received or collected on account of the Obligations from any Grantor or its property, then (i) if such payment is made by Borrower or from its property, and to
the extent such payment is made on account of Borrower Obligations arising from or relating to a Loan
made to Borrower or a Letter of Credit issued for the account of Borrower, Borrower shall not be entitled (A) to demand or enforce reimbursement or contribution in respect of such payment from
any other Grantor, or (B) to be subrogated to any claim, interest, right or remedy of any Secured Party against any other Person, including any Guarantor or its property; and (ii) if
such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon Discharge of the Obligations, (A) to demand and enforce reimbursement for the
full amount of such payment from Borrower, and (B) to demand and enforce contribution in respect of such payment from each other Guarantor that has not paid its fair share of such payment, as
necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this
purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors based on the relative
value of their assets and any other equitable considerations deemed appropriate by the court.



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2.3    Amendments, Etc. with Respect to Borrower Obligations.Each Guarantor shall remain obligated hereunder
notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Borrower Obligations made
by any Secured Party may be rescinded by such Secured Party and any of the Borrower Obligations continued, and the Borrower Obligations, or the liability of any other Person upon or for any part
thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased, extended, amended, modified,
accelerated, compromised, waived, surrendered or released by any Secured Party, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection
therewith may be amended, restated, modified, supplemented or terminated, in whole or in part, in accordance with their terms, and any collateral security, guaranty or right of offset

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at
any time held by any Secured Party for the payment of the Borrower Obligations may be sold, exchanged, waived, surrendered or released by the Secured Party. No Secured Party shall have any
obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower Obligations or for the guaranty contained in this Section 2or any property subject
thereto.

2.4    Guaranty Absolute and Unconditional.Each Guarantor waives any and all notice of the creation, renewal,
extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by any Secured Party upon the guaranty contained in this Section 2or acceptance of the guaranty contained
in thisSection 2; the Borrower
Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guaranty contained in this Section 2; and all dealings between Borrower and any of the Guarantors, on the one hand, and the Secured Parties, on the other hand, likewise
shall be conclusively presumed to have been had or consummated in reliance upon the guaranty contained in thisSection 2. Each Guarantor waives
diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor
understands and agrees that the guaranty contained in thisSection 2shall be construed
as a continuing, absolute and unconditional guaranty of payment and performance (and not of collection) without regard to (a) the validity or enforceability of the Credit Agreement or any other
Loan Document, any of the Borrower Obligations or any other collateral security therefor or guaranty or right of offset with respect thereto at any time or from time to time held by any Secured Party,
(b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunder) that may at any time be available to or be asserted by Borrower or any other
Person against any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of Borrower or such Guarantor) that constitutes, or might be construed to
constitute, an equitable or legal discharge of Borrower for the Borrower Obligations, or of such Guarantor under the guaranty contained in this Section 2, in bankruptcy or in any other instance.
When making any demand hereunder or otherwise pursuing its rights and remedies hereunder
against any Guarantor, any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against Borrower, any other
Guarantor or any other Person or against any collateral security or guaranty for the Borrower Obligations or any right of offset with respect thereto, and any failure by any Secured Party to make any
such demand, to pursue such other rights or remedies or to collect any payments from Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guaranty or to
exercise any such right of offset, or any release of Borrower, any other Guarantor or any other Person or any such collateral security, guaranty or right of offset, shall not relieve any Guarantor of
any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For
the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.

2.5    Reinstatement.The guaranty contained in this Section 2shall continue to be effective, or be reinstated, as the
case may be, if at any time payment, or any part thereof, of any of the
Borrower Obligations is rescinded or must otherwise be restored or returned by any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower or any
Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower or any Guarantor or any substantial part of its property,
or otherwise, all as though such payments had not been made.

2.6    Payments.Each Guarantor hereby guaranties that payments hereunder will be paid to Administrative Agent
without set-off or counterclaim in Dollars in immediately available funds at the office of Administrative Agent located at the Principal Office specified in the Credit Agreement.

2.7    California Waivers.As used in thisSection 2.7, any
reference to "the principal" includes Borrower and each Guarantor, and any reference to "the creditor" includes Administrative Agent and

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the
other Secured Parties. In accordance with Section 2856 of the California Civil Code: (a) each Guarantor unconditionally and irrevocably waives any and all rights and defenses
available to it by reason of Sections 2787 to 2855 (inclusive), 2899, and 3433 of the California Civil Code, and (b) each Guarantor unconditionally and irrevocably waives any and all
rights and defenses available to it by reason of the Guarantied Obligations being secured by real property or otherwise, including any rights and defenses based on Section 580a, 580b, 580d or
726 of the California Code of Civil Procedure or other law, which means, among other things, (1) the creditor may collect from such Guarantor without first foreclosing on any real or personal
property collateral pledged by the principal, (2) if the creditor forecloses on any real property collateral pledged by the principal, (A) the amount of the Guarantied Obligations may be
reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B) the creditor may collect from the
Guarantor even if the creditor, by foreclosing on the real property collateral, has destroyed any right the Guarantor may have to collect from the principal or any other guarantor, and (3) such
Guarantor is waiving all rights and defenses arising out of an election of remedies by the creditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security
for the Guarantied Obligations, has destroyed such Guarantor's rights of subrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil
Procedure or otherwise, and even though that election of remedies by the creditor, such as nonjudicial foreclosure with respect to security for an obligation of any other guarantor of any of the
Guarantied Obligations, has destroyed such Guarantor's rights of contribution against such other guarantor. No other provision of this Agreement shall be construed as limiting the generality of any of
the covenants and waivers set forth in this paragraph. As provided inSection 8.11, this Agreement and the rights and obligations of the parties
hereunder shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York. ThisSection 2.7is
included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Agreement or to any
of the Guarantied Obligations.

SECTION 3.    GRANT OF SECURITY INTEREST

3.1    Grant.Each Grantor, to secure the payment, performance and observance of all of the Obligations and all
renewals, extensions, restructurings and refinancings thereof, hereby confirms and reaffirms the grant of the security interest heretofore granted by it under the Original Guaranty and Collateral
Agreement, agrees that such Liens continue to secure such Grantor's Obligations and, for the avoidance of doubt but without in any manner limiting, qualifying, prejudicing or otherwise affecting the
previous grant by such Grantor under the Original Guaranty and Collateral Agreement, hereby grants to Administrative Agent, for the ratable benefit of the Secured Parties, a continuing security
interest in all of the personal property of such Grantor, including the following property, in each case, wherever located and whether now owned or at any time hereafter acquired by such Grantor or in
which such Grantor now has or at any time in the future may acquire any right, title or interest
(collectively, the "Collateral"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity,
by acceleration or otherwise) of such Grantor's Obligations:



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3.2    Certain Limited Exclusions.Notwithstanding anything herein to the contrary, in no event shall the security
interest granted underSection 3.1attach to (a) any lease, license, contract, property rights or agreement to which any Grantor is a
party or any of its rights or interests thereunder if and for so long
as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein, or
(ii) a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract property rights or agreement (other than to the extent that any such term would be
rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant
jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity);provided, however, that such security interest shall
attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of
such lease, license, contract, property rights or agreement that does not result in any of the consequences specified in (i) or (ii) above; or (b) any of the outstanding capital
stock of an Excluded Foreign Subsidiary in excess of 65% of the voting power of all classes of capital stock of such Excluded Foreign Subsidiary entitled to vote; providedthat immediately upon the
amendment of the Code to allow the pledge of a greater percentage of the voting power of capital stock in a Excluded
Foreign Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of capital stock of each
Excluded Foreign Subsidiary; or (c) the shares of Fandango, Inc. held by any Grantor, to the extent and so long as such shares are subject to the restrictions on pledge set forth in the
Second Amended and Restated Stockholders' Agreement, dated as of November 19, 2001, by and among Fandango, Inc. (f/k/a Theatre Entertainment Services, Inc.) and the stockholders
listed on Exhibit A thereto.

SECTION 4.    REPRESENTATIONS AND WARRANTIES

To induce the Agents, Lenders and Issuing Bank to enter into the Credit Agreement and to make each Credit Extension thereunder, each Grantor hereby represents and
warrants to the Secured Parties that the following statements are true and correct:

4.1    Representations in Credit Agreement.In the case of each Guarantor, the representations and warranties set
forth in Section 4 of the Credit Agreement as they relate to such Guarantor or to the Loan Documents to which such Grantor is a party, each of which is hereby incorporated herein by reference,
are true and correct in all material respects on and as of the date hereof (except to the

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extent
such representations and warranties specifically relate to an earlier date, in which case they shall have been true and correct in all material respects on and of such earlier date), and the
Secured Parties shall be entitled to rely on each of them as if they were fully set forth herein,providedthat, each reference in each such
representation and warranty to Borrower's knowledge shall, for the purposes of thisSection 4.1, be deemed to be a reference to such Guarantor's
knowledge; andprovided furtherthat, each such representation and warranty that is qualified as to materiality shall be true and correct in all
respects.

4.2    Title; No Other Liens.Such Grantor owns each item of the Collateral free and clear of any and all Liens,
except for Permitted Liens. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed
in favor of Administrative Agent, for the ratable benefit of the Secured Parties, pursuant to this Agreement or as are permitted by the Credit Agreement.

4.3    Perfected First Priority Liens.The security interests granted pursuant to this Agreement (a) upon
completion of the filings and other actions specified onSchedule 4.3will constitute valid, and to the extent perfection can be achieved by the
filing of financing statements in the jurisdiction of organization of each Grantor, perfected security interests in all of the Collateral in favor of Administrative Agent, for the ratable benefit of
the Secured Parties, as collateral security for such Grantor's Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase
any Collateral from such Grantor, and (b) are prior to all other Liens on the Collateral except for Permitted Liens.

4.4    Jurisdiction of Organization, Etc.On the date hereof, such Grantor's exact legal name (as indicated on the
public record of such Grantor's jurisdiction of organization), jurisdiction of organization and the location of such Grantor's chief executive office or sole place of business are specified on Schedule 4.4.

4.5    Inventory, Equipment and Books and Records.On the date hereof, the Inventory and the Equipment (other than
mobile goods) and the books and records pertaining to the Collateral are kept at the locations listed on Schedule 4.24(a) of the Credit Agreement.

4.6    Investment Property.



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4.7    Receivables.



4.8    Intellectual Property.



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SECTION 5.    COVENANTS

Each Grantor covenants and agrees that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing
to any Lender or any Agent under the Credit Agreement or any other Obligation remains unpaid or unperformed:

5.1    Covenants in Credit Agreement.Each Grantor shall take, or shall refrain from taking, as the case may be,
each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by
such Grantor or any of its Subsidiaries.

5.2    Delivery and Control of Instruments, Chattel Paper and Investment Property.



5.3    Payment of Obligations.Such Grantor will, to the extent not otherwise prohibited hereunder or prohibited by
applicable subordination or intercreditor provisions, pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of
whatever nature (in any event including all taxes, assessments and governmental charges or levies imposed on the Collateral or in respect of income or profits therefrom, as well as all claims of any
kind (including claims for labor, materials and supplies) against or with respect to the Collateral), except where the amount or validity thereof is currently being contested in good faith by
appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the

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books
of such Grantor, or to the extent the failure to pay, discharge or otherwise satisfy such obligations could not reasonably be expected to have a Material Adverse Effect.

5.4    Maintenance of Perfected Security Interest; Further Documentation.



5.5    Changes in Locations, Name, Jurisdiction of Incorporation, Etc.Such Grantor will not, except upon
30 days' (or such shorter period as Administrative Agent shall determine in its sole discretion) prior written notice to Administrative Agent and delivery to Administrative Agent of all
additional executed financing statements and other documents reasonably requested by Administrative Agent to maintain the validity, perfection and priority of the security interests provided for
herein:



5.6    Investment Property.



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5.7    Receivables.Other than in the ordinary course of business or in such Grantor's reasonable business judgment
(when no Default or Event of Default has occurred and is continuing), such Grantor will not (i) grant any extension of the time of payment of any of its Receivables, (ii) compromise or
settle any of its Receivables for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any of its Receivables, (iv) allow any
credit or discount whatsoever on

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any
of its Receivables or (v) amend, supplement or modify any of its Receivables in any manner that could adversely affect the value thereof.

5.8    Concentration Accounts.



5.9    Intellectual Property.



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5.10    Commercial Tort Claims.Each Grantor hereby covenants and agrees that, upon the request of Administrative
Agent, it shall notify Administrative Agent whether any Commercial Tort Claim in excess of $5,000,000 has hereafter arisen and deliver to Administrative Agent any information requested to acknowledge,
confirm, register, record or perfect Administrative Agent's interest in the Commercial Tort Claim.

5.11    Letter-of-Credit Rights.Each Grantor hereby covenants and agrees that, upon the
request of Administrative Agent, it shall notify Administrative Agent whether such Grantor has become a beneficiary with respect to any letter of credit with amounts available to be
drawn thereunder in excess of $5,000,000, and, if requested by Administrative Agent, it shall use all commercially reasonable efforts to obtain the consent of the applicable issuer or nominated person
to an assignment to Administrative Agent of the proceeds of such letter of credit under Section 5-114(c) of the UCC or applicable law or practice.

SECTION 6.    REMEDIAL PROVISIONS

6.1    Certain Matters Relating to Receivables.



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6.2    Pledged Securities.



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6.3    Proceeds to be Turned Over to Administrative Agent.In addition to the rights of the Secured Parties
specified inSection 6.1with respect to payments of Receivables, during a Default Scenario, all Proceeds received by any Grantor consisting of
cash, Cash Equivalents, checks and other near-cash items shall be held by such Grantor in trust for the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith
upon receipt by such Grantor, be turned over to Administrative Agent in the exact form received by such Grantor (duly endorsed by such Grantor to Administrative Agent, if required). All Proceeds
received by Administrative Agent hereunder shall be held by Administrative Agent in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by Administrative Agent
in a Collateral Account (or by such Grantor in trust for Administrative Agent for the benefit of the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall
not constitute payment thereof until applied as provided inSection 6.4.

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6.4    Application of Proceeds.During a Default Scenario, Administrative Agent may, at any time at its election
and notwithstanding the provisions of Section 2.15 of the Credit Agreement, apply all or any part of Proceeds constituting Collateral turned over to, held by or realized through the exercise by
Administrative Agent of its remedies hereunder, whether or not held in any Collateral Account, and any proceeds of the guaranty set forth in Section 2, in payment of the Obligations in the
following order:



6.5    UCC and Other Remedies.



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6.6    Registration Rights.



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6.7    Waiver; Deficiency.Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other
disposition of the Collateral are insufficient to pay its Obligations and the fees and disbursements of any attorneys employed by any Secured Party to collect such deficiency.

SECTION 7.    ADMINISTRATIVE AGENT

7.1    Administrative Agent's Appointment as Attorney-in-Fact, Etc.



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7.2    Duty of Administrative Agent.Administrative Agent's sole duty with respect to the custody, safekeeping and
physical preservation of the Collateral in its possession, under Section 9-207 of the

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UCC
or otherwise, shall be to deal with it in the same manner and accord it the same care as Administrative Agent deals with similar property for its own account. Neither Administrative Agent, nor any
other Secured Party nor any of their respective officers, directors, partners, employees, agents, attorneys and other advisors, attorneys-in-fact or affiliates shall be liable
for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of
any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Secured Parties hereunder are solely to protect
the Secured Parties' interests in the Collateral and shall not impose any duty upon any Secured Party to exercise any such powers. The Secured Parties shall be accountable only for amounts that they
actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, partners, employees, agents, attorneys and other advisors,
attorneys-in-fact or affiliates shall be responsible to any Grantor for any act or failure to act hereunder, except to the extent that any such act or failure to act is found
by a final and nonappealable decision of a court of competent jurisdiction to have resulted solely and proximately from their own gross negligence or willful misconduct in breach of a duty owed to
such Grantor.

7.3    Authority of Administrative Agent.Each Grantor acknowledges that the rights and responsibilities of
Administrative Agent under this Agreement with respect to any action taken by Administrative Agent or the exercise or non-exercise by Administrative Agent of any option, voting right,
request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between Administrative Agent and the other Secured Parties, be governed by the
Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between Administrative Agent and the Grantors, Administrative Agent shall be
conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to
make any inquiry respecting such authority.

7.4    Appointment of Co-Collateral Agents.At any time or from time to time, in order to comply with
any Requirement of Law, Administrative Agent may appoint another bank or trust company or one of more other persons, either to act as co-agent or agents on behalf of the Secured Parties
with such power and authority as may be necessary for the effectual operation of the provisions hereof and that may be specified in the instrument of appointment (which may, in the discretion of
Administrative Agent, include similar provisions for indemnification and protections of such co-agent or separate agent).

SECTION 8.    MISCELLANEOUS

8.1    Amendments and Waivers.None of the terms or provisions of this Agreement may be waived, amended,
supplemented or otherwise modified except in writing by Administrative Agent and the Grantors and in accordance with Section 9.5 of the Credit Agreement.

8.2    Notices.Unless otherwise specifically provided herein, any notice or other communication herein required or
permitted to be given to any Grantor, Administrative Agent or any Secured Party shall be sent to such Person's address as set forth on Schedule 8.2or in the other relevant Loan Document, and
otherwise shall be effected in the manner provided for in Section 9.1 of the
Credit Agreement.

8.3    No Waiver; Remedies Cumulative.No failure or delay on the part of Administrative Agent or any Secured Party
in the exercise of any power, right or privilege hereunder or under any other Loan Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence
therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. The rights,

25

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powers
and remedies given to Administrative Agent and each Secured Party hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any
statute or rule of law or in any of the other Loan Documents or any of the Hedge Agreements. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder
shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

8.4    Enforcement Expenses; Indemnification.



8.5    Successors and Assigns.This Agreement shall be binding on the successors and assigns of each Grantor and
shall inure to the benefit of the Secured Parties and their successors and assigns;providedthat, no Grantor may assign, transfer or delegate any of
its rights or obligations under this Agreement without the prior written consent of Administrative Agent.

8.6    Set-Off.In addition to any rights now or hereafter granted under applicable law and not by way
of limitation of any such rights, upon the occurrence of any Event of Default each Secured Party is hereby authorized by each Grantor at any time or from time to time subject to the consent of
Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Grantor or to any other Person (other than Administrative Agent), any such notice being hereby
expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but
not including trust accounts) and any other Indebtedness at any time held or owing by such Secured Party to or for the credit or the account of any Grantor against and on account of the obligations
and liabilities of any Grantor to such Secured Party in respect of the Obligations hereunder and under the other Loan Documents, including all claims of any nature or description arising out of or
connected hereto, the Letters of Credit and participations therein or with any other Loan Document, irrespective of whether or not (a) such Secured Party shall have made any demand hereunder or
(b) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due under the Credit Agreement shall have become due and payable
pursuant to Section 2 thereof and although such obligations and liabilities, or any of them, may be contingent or unmatured.

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8.7    Counterparts.This Agreement may be executed in any number of counterparts, each of which when so executed
and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

8.8    Severability.In case any provision in or obligation hereunder or under any other Loan Document shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.

8.9    Headings.Section headings herein are included herein for convenience of reference only and shall not
constitute a part hereof for any other purpose or be given any substantive effect.

8.10    Integration.This Agreement and the other Loan Documents represent the agreement of the Grantors,
Administrative Agent and the other Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by any Secured
Party relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Loan Documents.

8.11    Governing Law.THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

8.12    Consent To Jurisdiction; Waivers.ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY GRANTOR ARISING OUT OF OR
RELATING HERETO OR ANY OTHER LOAN DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING
AND DELIVERING THIS AGREEMENT, EACH GRANTOR, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (a) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF
SUCH COURTS, (b) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, (c) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, TO THE APPLICABLE GRANTOR AT ITS ADDRESS PROVIDED IN ACCORDANCE WITHSECTION 8.2, (d) AGREES THAT SERVICE AS PROVIDED
IN CLAUSE (c) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE GRANTOR IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE
IN EVERY RESPECT, AND (e) AGREES THAT ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST
ANY GRANTOR IN THE COURTS OF ANY OTHER JURISDICTION. EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER
IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO IN THIS SECTION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.

8.13    Additional Grantors.Each Subsidiary of any Grantor that is required to become a party to this Agreement
pursuant to Section 5.9 of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement.

8.14    Releases.



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8.15    Waiver Of Jury Trial.EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED ON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, OR THE
DEBTOR/SECURED PARTY, SURETY/OBLIGEE RELATIONSHIPS THAT ARE BEING ESTABLISHED HEREBY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT
AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES
THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON
THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS
JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED, WHETHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER
SPECIFICALLY REFERRING TO THISSECTION 8.15AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE

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GUARANTY
AND GRANT MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

8.16    Survival of Representations, Warranties and Agreements.All representations, warranties and agreements made
herein shall survive the execution and delivery hereof and the making of any Credit Extension under the Credit Agreement. Notwithstanding anything herein or implied by law to the contrary, the
agreements of each Grantor set forth inSection 8.4shall survive the payment of the Loans, the cancellation or expiration of the Letters of
Credit and the reimbursement of any amounts drawn thereunder, and the termination hereof.

8.17    Patriot Act.Each Secured Party and Administrative Agent (for itself and not on behalf of any other party)
hereby notifies each Grantor that, pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies such Grantor, which information includes the
names and addresses and other information that will allow such Secured Party or Administrative Agent, as applicable, to identify such Grantor in accordance with the Patriot Act. Each Grantor will, and
will cause each of its Subsidiaries to, provide, to the extent commercially reasonable or required by Requirements of Law, such information and take such actions as are reasonably requested by
Administrative Agent or any Secured Party to assist Administrative Agent and the Secured Parties in maintaining compliance with the Patriot Act.

8.18    Existing Agreements Superseded; Exhibits and Schedules.As and to the extent set forth in Section 1.3, the
Original Guaranty and Collateral Agreement is superseded by this Agreement, which has been executed in renewal, amendment,
restatement and modification, but not in novation or extinguishment of, the obligations under the Original Guaranty and Collateral Agreement. Each party hereby agrees that the Liens granted to
Administrative Agent pursuant to the Original Security Agreement remain in full force and effect to secure the Obligations and hereby are ratified and confirmed in all respects. Such Liens remain and
continue to be granted, created, attached, perfected and enforceable, and shall constitute first-priority perfected security interests of Administrative Agent for the benefit of the Secured Parties to
the extent required under the Loan Documents. Notwithstanding the foregoing, each Grantor that was a party to the Original Guaranty and Collateral Agreement has granted Liens hereunder in favor of
Administrative Agent for the benefit of the Secured Parties.

8.19    Effectiveness.This Agreement shall become effective upon the execution of a counterpart hereof by each of
the parties hereto and receipt by each Grantor and Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof.

[Remainder of page intentionally left blank]

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

| |  | REGAL CINEMAS CORPORATION, as a Grantor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | REGAL CINEMAS, INC.
REGAL CINEMAS BONDS CORPORATION
R.C. COBB, INC.
COBB FINANCE CORP.
REGAL INVESTMENT COMPANY
ACT III CINEMAS, INC.
ACT III THEATRES, INC.
A 3 THEATRES OF TEXAS, INC.
A 3 THEATRES OF SAN ANTONIO, LTD.,
    by A3 Theatres of Texas, Inc., its General Partner
GENERAL AMERICAN THEATRES, INC.
BROADWAY CINEMA, INC.
TEMT ALASKA, INC.
J.R. CINEMAS, INC.
EASTGATE THEATRE, INC.
REGAL CINEMAS HOLDINGS, INC.
REGAL CINEMAS GROUP, INC.
ACT III INNER LOOP THEATRES, INC.
EDWARDS THEATRES, INC.
FLORENCE THEATRE CORPORATION
MORGAN EDWARDS THEATRE CORPORATION
UNITED CINEMA CORPORATION
HOYTS CINEMAS CORPORATION
INTERSTATE THEATRES CORPORATION
FREDERICK PLAZA CINEMAS, INC.
UNITED ARTISTS THEATRE GROUP, LLC
RCI/RMS, LLC,
each as a Grantor and a Guarantor
| |  | By:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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| |  | REGAL CINEMEDIA CORPORATION
as a Grantor and a Guarantor                                    
| |  | --------------------------------------------------------------------------------------------
| |  | By:                                                                                         
| |  | CREDIT SUISSE FIRST BOSTON
acting through its Cayman Islands Branch,
as Administrative Agent
| |  | By:                                                                                         
| |  | By:                                                                                         

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Exhibit A to
Amended and Restated
Guaranty and Collateral Agreement

ACKNOWLEDGMENT
AND CONSENT

The
undersigned hereby acknowledges receipt of a copy of the Amended and Restated Guaranty and Collateral Agreement, dated as of May 10, 2004 (the
"Agreement"), by and among the Grantors party thereto and Credit Suisse First Boston acting through its Cayman Islands Branch, as Administrative Agent.
Undefined capitalized terms used herein have the meanings assigned to them in the Agreement. The undersigned agrees for the benefit of Administrative Agent and the Lenders as follows:



| |  | [                                         
  ]
| |  | ----------------------------------------------
| |  | By:                                           
| |  |                                               
| |  |                                               
| |  |                                               
| |  | Address for Notices:                          
| |  |                                               
| |  |                                               
| |  |                                               
| |  |                                               
| |  | Fax:                                          
| |  |                                               

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Exhibit B to
Amended and Restated
Guaranty and Collateral Agreement

FORM
OF AMENDED AND RESTATED
INTELLECTUAL PROPERTY SECURITY AGREEMENT

This
AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of May 10, 2004 (as amended, restated, supplemented or otherwise modified from time to time, this
"Intellectual Property Security Agreement"), by and among each of the signatories hereto (collectively, the
"Grantors") in favor of Credit Suisse First Boston, acting through its Cayman Islands Branch, as administrative agent (in such capacity, the
"Administrative Agent") for the Secured Parties (as defined in the Credit Agreement referred to below), amends and restates in full the Intellectual
Property Security Agreement, dated as of January 29, 2002 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the
"Original Intellectual Property Security Agreement").

WHEREAS,
Regal Cinemas Corporation, a Delaware corporation ("Borrower"), has entered into a Fourth Amended and Restated Credit Agreement,
dated as of May 10, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), with the banks and
other financial institutions and entities from time to time party thereto (the "Lenders"), and Administrative Agent. Undefined capitalized terms used
herein have the meanings assigned to them in the Credit Agreement.

WHEREAS,
it is a condition precedent to the obligation of the Lenders to make their respective Credit Extensions to Borrower under the Credit Agreement that the Grantors shall have
executed and delivered that certain Amended and Restated Guaranty and Collateral Agreement, dated as of May 10, 2004, in favor of Administrative Agent (as amended, restated, supplemented or
otherwise modified from time to time, the "Guaranty and Collateral Agreement"), which agreement amended and restated in full the Guarantee and
Collateral Agreement, dated as of January 29, 2002 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the "Original
Guaranty and Collateral Agreement").

WHEREAS,
under the terms of the Guaranty and Collateral Agreement, the Grantors have confirmed their grant of a security interest pursuant to the Original Guaranty and Collateral
Agreement, and have granted a security interest in certain Property, including, certain Intellectual Property of the Grantors, to the Administrative Agent for the ratable benefit of the Secured
Parties, and have agreed as a condition thereof to execute this Intellectual Property Security Agreement for recording with the United States Patent and Trademark Office, the United States Copyright
Office, and other applicable Governmental Authorities.

WHEREAS,
each Grantor and Administrative Agent have agreed to amend and restate the Original Intellectual Property Security Agreement, in renewal, amendment, restatement and modification
of, but not in extinguishment or novation of, the obligations thereunder, to ensure continuing security for the payment and performance of each Grantor's Obligations under and as defined herein.

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

SECTION
1.Grant of Security.    Each Grantor hereby confirms and reaffirms the grant of the security interest
heretofore granted by it under the Original Intellectual Property Security Interest Agreement, agrees that such Liens continue to secure such Grantor's Obligations under the Credit Agreement and, for
the avoidance of doubt but without in any manner limiting, qualifying, prejudicing or otherwise affecting the previous grant by such Grantor under the Original Intellectual Property

B-1

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Security
Agreement, hereby grants to Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in and to all of such Grantor's right, title and interest in and to the
following (the "Intellectual Property Collateral"), as collateral security for the prompt and complete payment and performance when due (whether at the
stated maturity, by acceleration or otherwise) of such Grantor's Obligations:



B-2

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Recordation.Each Grantor authorizes and requests that the Register of Copyrights, the Commissioner of Patents and Trademarks
and any other applicable government officer record this Intellectual Property Security Agreement.

Execution in Counterparts.This Agreement may be executed in any number of counterparts (including by telecopy), 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.

Governing Law.This Intellectual Property Security Agreement shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York.

Conflict Provision.This Intellectual Property Security Agreement has been entered into in conjunction with the provisions of
the Guaranty and Collateral Agreement and the Credit Agreement. The rights and remedies of each party hereto with respect to the security interest granted herein are without prejudice to, and are in
addition to those set forth in the Guaranty and Collateral Agreement and the Credit Agreement, all terms and provisions of which are incorporated herein by reference. In the event that any provisions
of this Intellectual Property Security Agreement are in conflict with the Guaranty and Collateral Agreement or the Credit Agreement, the provisions of the Guaranty and Collateral Agreement or the
Credit Agreement shall govern.

B-3

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Exhibit C to
Amended and Restated
Guaranty and Collateral Agreement

FORM OF ASSUMPTION AGREEMENT

ASSUMPTION AGREEMENT, dated as
of                            , 200    , made
by                        ,
a                        
[corporation] (the "Additional Grantor"), in favor of Credit Suisse First Boston, acting through its Cayman Islands Branch, as
administrative agent (in such capacity, "Administrative Agent") for (i) the banks and other financial institutions and entities (the
"Lenders") parties to the Credit Agreement referred to below, and (ii) the other Secured Parties (as defined in the Guaranty and Collateral
Agreement (as hereinafter defined)). All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.

W I T N E S S E T H:

WHEREAS, Regal Cinemas Corporation, a Delaware corporation ("Borrower"), the Lenders, and Administrative Agent,
have entered into a Fourth Amended and Restated Credit Agreement, dated as of May 10, 2004 (as amended, amended and restated, supplemented, replaced or otherwise modified from time to time, the
"Credit Agreement");

WHEREAS,
in connection with the Credit Agreement, Borrower and certain of its Restricted Subsidiaries have entered into the Amended and Restated Guaranty and Collateral Agreement, dated
as of May 10, 2004 (as amended, restated, supplemented, replaced or otherwise modified from time to time, the "Guaranty and Collateral
Agreement") in favor of Administrative Agent for the benefit of the Secured Parties;

WHEREAS,
the Credit Agreement requires the Additional Grantor to become a party to the Guaranty and Collateral Agreement; and

WHEREAS,
the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guaranty and Collateral Agreement;

NOW,
THEREFORE, IT IS AGREED:

1.Guaranty and Collateral Agreement.By executing and delivering this Assumption Agreement, the Additional
Grantor, as provided in Section 8.13 of the Guaranty and Collateral Agreement, (i) hereby becomes a party to the Guaranty and Collateral Agreement as a Grantor thereunder with the same
force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder,
and (ii) hereby grants to Administrative Agent a security interest in all of the Additional Grantor's right, title and interest in and to all Collateral of Additional Grantor, in each case
whether now or hereafter existing or in which Additional Grantor now has or hereafter acquires an interest and wherever the same may be located. The information set forth in Annex 1-A
hereto is hereby added to the information set forth in Schedules 4.3, 4.4, 4.6 and 8.3 to the Guaranty and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the
representations and warranties contained in Section 4 of the Guaranty and Collateral Agreement applicable to such Additional Grantor (other than such representations and warranties that
specifically relate to a date prior to the date hereof) is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

2.GOVERNING LAW.THIS ASSUMPTION
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

C-1

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IN
WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.

| |  | [ADDITIONAL GRANTOR]
| |  | --------------------
| |  | By:                 
| |  |                     
| |  |                     

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