Exhibit 4.1

EXECUTION COPY

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$668,125,000

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

among

REGAL CINEMAS CORPORATION,
as a Borrower,

REGAL CINEMAS, INC.,
as a Borrower,

The Several Lenders
from Time to Time Parties Hereto,

LEHMAN COMMERCIAL PAPER INC.,
as Administrative Agent,

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

and

CREDIT SUISSE FIRST BOSTON,
acting through its Cayman Islands Branch,
as Sole Advisor, Sole Lead Arranger and Sole Book Manager

Dated as of August 27, 2003

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TABLE OF CONTENTS

|           |  |                                                             |  | Page
|---------- |  | ----------------------------------------------------------- |  | ----
|SECTION 1. |  | DEFINITIONS                                                 |  | 1   
|1.1        |  | Defined Terms                                               |  | 1   
|1.2        |  | Other Definitional Provisions                               |  | 23  
|1.3        |  | Interrelationship with the Second Restated Credit Agreement |  | 23  
|1.4        |  | Confirmation of Existing Obligations                        |  | 24  
|1.5        |  | Confirmation/Ratification of the Tranche D Term Loans       |  | 24  
|SECTION 2. |  | AMOUNT AND TERMS OF COMMITMENTS                             |  | 24  
|2.1        |  | Tranche D Term Loan Commitments                             |  | 24  
|2.2        |  | Procedure for Tranche D Term Loan Borrowing                 |  | 25  
|2.3        |  | Repayment of Tranche D Term Loans                           |  | 25  
|2.4        |  | [Intentionally Omitted.]                                    |  | 26  
|2.5        |  | Revolving Credit Commitments                                |  | 26  
|2.6        |  | Procedure for Revolving Credit Borrowing                    |  | 26  
|2.7        |  | Repayment of Loans                                          |  | 27  
|2.8        |  | Evidence of Indebtedness                                    |  | 27  
|2.9        |  | Commitment Fees, etc.                                       |  | 28  
|2.10       |  | Termination or Reduction of Revolving Credit Commitments    |  | 28  
|2.11       |  | Optional Prepayments                                        |  | 28  
|2.12       |  | Mandatory Prepayments and Commitment Reductions             |  | 29  
|2.13       |  | Conversion and Continuation Options                         |  | 30  
|2.14       |  | Minimum Amounts and Maximum Number of Eurodollar Tranches   |  | 31  
|2.15       |  | Interest Rates and Payment Dates                            |  | 31  
|2.16       |  | Computation of Interest and Fees                            |  | 32  
|2.17       |  | Inability to Determine Interest Rate                        |  | 32  
|2.18       |  | Pro Rata Treatment and Payments                             |  | 32  
|2.19       |  | Requirements of Law                                         |  | 34  
|2.20       |  | Taxes                                                       |  | 35  
|2.21       |  | Indemnity                                                   |  | 37  
|2.22       |  | Illegality                                                  |  | 38  
|2.23       |  | Change of Lending Office                                    |  | 38  
|SECTION 3. |  | LETTERS OF CREDIT                                           |  | 38  
|3.1        |  | L/C Commitment                                              |  | 38  
|3.2        |  | Procedure for Issuance of Letter of Credit                  |  | 38  
|3.3        |  | Fees and Other Charges                                      |  | 39  
|3.4        |  | L/C Participations                                          |  | 39  
|3.5        |  | Reimbursement Obligation of the Borrowers                   |  | 40  
|3.6        |  | Obligations Absolute                                        |  | 40  
|3.7        |  | Letter of Credit Payments                                   |  | 40  
|3.8        |  | Applications                                                |  | 40  
|SECTION 4. |  | REPRESENTATIONS AND WARRANTIES                              |  | 41  
|4.1        |  | Financial Condition                                         |  | 41  
|4.2        |  | No Change                                                   |  | 41  
|4.3        |  | Corporate Existence; Compliance with Law                    |  | 41  
|4.4        |  | Corporate Power; Authorization; Enforceable Obligations     |  | 41  
|4.5        |  | No Legal Bar                                                |  | 42  
|4.6        |  | No Material Litigation                                      |  | 42  
|           |  |                                                             |  |     

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|4.7        |  | No Default                                             |  | 42
|---------- |  | ------------------------------------------------------ |  | --
|4.8        |  | Ownership of Property; Liens                           |  | 42
|4.9        |  | Intellectual Property                                  |  | 42
|4.10       |  | Taxes                                                  |  | 43
|4.11       |  | Federal Regulations                                    |  | 44
|4.12       |  | Labor Matters                                          |  | 44
|4.13       |  | ERISA                                                  |  | 44
|4.14       |  | Investment Company Act; Other Regulations              |  | 44
|4.15       |  | Subsidiaries                                           |  | 44
|4.16       |  | Use of Proceeds                                        |  | 45
|4.17       |  | Environmental Matters                                  |  | 45
|4.18       |  | Accuracy of Information, etc.                          |  | 46
|4.19       |  | Security Documents                                     |  | 46
|4.20       |  | Solvency                                               |  | 47
|4.21       |  | Senior Indebtedness                                    |  | 47
|4.22       |  | Regulation H                                           |  | 47
|4.23       |  | Insurance                                              |  | 47
|4.24       |  | Real Estate                                            |  | 47
|4.25       |  | Permits                                                |  | 49
|4.26       |  | Leases                                                 |  | 49
|4.27       |  | The Confirmation Order                                 |  | 50
|SECTION 5. |  | CONDITIONS PRECEDENT                                   |  | 50
|5.1        |  | Conditions to Effectiveness                            |  | 50
|5.2        |  | Conditions to Each Extension of Credit                 |  | 51
|SECTION 6. |  | AFFIRMATIVE COVENANTS                                  |  | 51
|6.1        |  | Financial Statements                                   |  | 52
|6.2        |  | Certificates; Other Information                        |  | 52
|6.3        |  | Payment of Obligations                                 |  | 55
|6.4        |  | Conduct of Business and Maintenance of Existence, etc. |  | 55
|6.5        |  | Maintenance of Property; Leases; Insurance             |  | 56
|6.6        |  | Inspection of Property; Books and Records; Discussions |  | 57
|6.7        |  | Notices                                                |  | 57
|6.8        |  | Environmental Laws                                     |  | 58
|6.9        |  | [Intentionally Omitted.]                               |  | 58
|6.10       |  | Additional Collateral, etc.                            |  | 58
|6.11       |  | Use of Proceeds                                        |  | 60
|6.12       |  | ERISA Documents                                        |  | 60
|6.13       |  | Further Assurances                                     |  | 60
|6.14       |  | Unrestricted Subsidiaries                              |  | 61
|SECTION 7. |  | NEGATIVE COVENANTS                                     |  | 61
|7.1        |  | Financial Condition Covenants                          |  | 62
|7.2        |  | Limitation on Indebtedness                             |  | 64
|7.3        |  | Limitation on Liens                                    |  | 68
|7.4        |  | Limitation on Fundamental Changes                      |  | 69
|7.5        |  | Limitation on Disposition of Property                  |  | 70
|7.6        |  | Limitation on Restricted Payments                      |  | 70
|7.7        |  | Limitation on Capital Expenditures                     |  | 71
|7.8        |  | Limitation on Investments                              |  | 71
|           |  |                                                        |  |   

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|7.9         |  | Limitation on Optional Payments and Modifications of Indebtedness and Governing Documents |  | 73
|----------- |  | ----------------------------------------------------------------------------------------- |  | --
|7.10        |  | Limitation on Transactions with Affiliates                                                |  | 73
|7.11        |  | Limitation on Sales and Leasebacks                                                        |  | 74
|7.12        |  | Limitation on Changes in Fiscal Periods                                                   |  | 74
|7.13        |  | Limitation on Negative Pledge Clauses                                                     |  | 74
|7.14        |  | Limitation on Restrictions on Subsidiary Distributions, etc.                              |  | 74
|7.15        |  | Limitation on Lines of Business                                                           |  | 75
|7.16        |  | [Intentionally Omitted.]                                                                  |  | 75
|7.17        |  | Limitation on Hedge Agreements                                                            |  | 75
|7.18        |  | Limitation on Amendments to Leases                                                        |  | 75
|7.19        |  | Limitation on Issuance of Preferred Stock                                                 |  | 75
|SECTION 8.  |  | EVENTS OF DEFAULT                                                                         |  | 75
|SECTION 9.  |  | THE AGENTS; THE ARRANGERS                                                                 |  | 79
|9.1         |  | Appointment                                                                               |  | 79
|9.2         |  | Delegation of Duties                                                                      |  | 79
|9.3         |  | Exculpatory Provisions                                                                    |  | 79
|9.4         |  | Reliance by Agents                                                                        |  | 79
|9.5         |  | Notice of Default                                                                         |  | 80
|9.6         |  | Non-Reliance on Agents and Other Lenders                                                  |  | 80
|9.7         |  | Indemnification                                                                           |  | 80
|9.8         |  | Arrangers and Agents in Their Individual Capacities                                       |  | 81
|9.9         |  | Successor Agents                                                                          |  | 81
|9.10        |  | Authorization to Release Liens                                                            |  | 81
|9.11        |  | The Arrangers, the Syndication Agent and the Documentation Agent                          |  | 82
|9.12        |  | Withholding Tax                                                                           |  | 82
|SECTION 10. |  | MISCELLANEOUS                                                                             |  | 82
|10.1        |  | Amendments and Waivers                                                                    |  | 82
|10.2        |  | Notices                                                                                   |  | 84
|10.3        |  | No Waiver; Cumulative Remedies                                                            |  | 86
|10.4        |  | Survival of Representations and Warranties                                                |  | 86
|10.5        |  | Payment of Expenses; Indemnification                                                      |  | 86
|10.6        |  | Successors and Assigns; Participations and Assignments                                    |  | 87
|10.7        |  | Adjustments; Set-off                                                                      |  | 90
|10.8        |  | Counterparts                                                                              |  | 90
|10.9        |  | Severability                                                                              |  | 90
|10.10       |  | Integration                                                                               |  | 90
|10.11       |  | GOVERNING LAW                                                                             |  | 90
|10.12       |  | Submission To Jurisdiction; Waivers                                                       |  | 90
|10.13       |  | Acknowledgments                                                                           |  | 91
|10.14       |  | Confidentiality                                                                           |  | 91
|10.15       |  | Release of Collateral and Guarantee Obligations                                           |  | 92
|10.16       |  | Accounting Changes                                                                        |  | 92
|10.17       |  | Delivery of Lender Addenda                                                                |  | 92
|10.18       |  | Construction                                                                              |  | 93
|10.19       |  | Joint and Several Liability                                                               |  | 93
|10.20       |  | WAIVERS OF JURY TRIAL                                                                     |  | 93
|10.21       |  | Existing Agreements Superseded; Exhibits and Schedules                                    |  | 93

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|ANNEXES:   |  |                                                          
|---------- |  | ---------------------------------------------------------
|A          |  | Pricing Grid                                             
|B          |  | Closing Documents List                                   
|SCHEDULES: |  |                                                          
|1.1        |  | Mortgaged Property                                       
|4.4        |  | Consents, Authorizations, Filings and Notices            
|4.6        |  | Litigation                                               
|4.9(b)     |  | Trademarks, Service Marks and Trade Names                
|4.9(c)     |  | Patents                                                  
|4.9(d)     |  | Copyrights                                               
|4.9(e)     |  | Trade Secrets                                            
|4.9(f)     |  | Intellectual Property Licenses                           
|4.15       |  | Subsidiaries                                             
|4.17       |  | Environmental Matters                                    
|4.19(a)-1  |  | UCC Filing JurisdictionsCollateral                      
|4.19(a)-2  |  | UCC Financing Statements to Remain on File               
|4.19(a)-3  |  | UCC Financing Statements to be Terminated                
|4.19(b)    |  | Mortgage Filing Jurisdictions                            
|4.19(c)    |  | UCC Filing JurisdictionsIntellectual Property Collateral
|4.24(a)    |  | Real Estate                                              
|4.24(g)    |  | Structural Defects                                       
|4.26       |  | Leases                                                   
|4.26(b)    |  | Lease Defaults                                           
|6.10(b)    |  | Title Insurance Requirements                             
|7.2(d)     |  | Existing Indebtedness                                    
|7.3(f)     |  | Existing Liens                                           
|8(g)(i)    |  | Required Payments to Employee Welfare Benefit Plans      
|8(g)(ii)   |  | Required Payments to Multiemployer Plans                 
|EXHIBITS: 
|A          |  | Form of Guarantee and Collateral Agreement               
|B          |  | Form of Compliance Certificate                           
|C          |  | Form of Closing Certificate                              
|D          |  | Form of Mortgage                                         
|E          |  | Form of Assignment and Acceptance                        
|F-1        |  | Form of Legal Opinion of Hogan & Hartson L.L.P.          
|F-2        |  | Form of Legal Opinion of Tennessee Counsel               
|G-1        |  | Form of Tranche D Term Note                              
|G-2        |  | Form of Revolving Credit Note                            
|H          |  | Form of Prepayment Option Notice                         
|I          |  | Form of Exemption Certificate                            
|J          |  | Form of Lender Addendum                                  
|K          |  | Form of Confirmation Agreement                           
|L-1        |  | Form of High-Yield Proceeds Note                         
|L-2        |  | Form of Tranche B Proceeds Note                          
|M          |  | Form of Notice of Borrowing                              

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THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 27, 2003, among REGAL CINEMAS CORPORATION, a Delaware corporation
("Holdings"), REGAL CINEMAS, INC., a Tennessee corporation ("Regal" and, together with Holdings,
the "Borrowers"), the several banks and other financial institutions or entities from time to time parties to this Agreement (the
"Lenders"), LEHMAN BROTHERS INC., as joint advisor, joint lead arranger and joint book manager of the Revolving Credit Facility, and CREDIT
SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as joint advisor, joint lead arranger and joint book manager of the Revolving Credit Facility and as sole advisor, sole lead arranger and
sole book manager of the Tranche D Term Loan Facility (Lehman Brothers Inc. and Credit Suisse First Boston, collectively, in such capacities, the
"Arrangers"), CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as syndication agent (in such capacity, the
"Syndication Agent"), GENERAL ELECTRIC CAPITAL CORPORATION, as documentation agent (in such capacity, the "Documentation
Agent"), and LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such capacity, the "Administrative Agent"), AMENDS
AND RESTATES IN FULL the Second Amended and Restated Credit Agreement dated as of June 6, 2003 (as heretofor amended, modified, restated or supplemented from time to time, the
"Second Restated Credit Agreement"), which Second Restated Credit Agreement amended and restated in full the Amended and Restated Credit Agreement dated
as of August 12, 2002 (as heretofor amended, modified, restated or supplemented from time to time, the "Restated Credit Agreement"), which
Restated Credit Agreement amended and restated in full the Credit Agreement dated as of January 29, 2002 (the "Original Credit Agreement"). This
amendment and restatement of the Second Restated Credit Agreement, as amended, supplemented, restated or otherwise modified from time to time, is hereinafter referred to as this
"Agreement."

WITNESSETH:

WHEREAS, the Borrowers have requested that the Second Restated Credit Agreement be amended and restated in full to provide for new term loans which will be used
by the Borrowers on the Third Restatement Effective Date to repay outstanding Existing Tranche C Term Loans and Existing Tranche D Term Loans;

WHEREAS,
the Second Restated Credit Agreement is being amended and restated upon and subject to the terms and conditions set forth herein;

WHEREAS,
it is the intent of the parties hereto that this Agreement amend and restate in its entirety the Second Restated Credit Agreement and that, from and after the Third Restatement
Effective Date, the Second Restated Credit Agreement shall be of no force and effect except to evidence the terms and conditions under which the Borrowers heretofor have incurred obligations and
liabilities to the
Lenders and the Administrative Agent (as evidenced by the Second Restated Credit Agreement and the Administrative Agent's books and records); and

WHEREAS,
this Agreement is made in renewal, amendment, restatement and modification of, but not in extinguishment or novation of, the obligations under the Second Restated Credit
Agreement.

NOW,
THEREFORE, the parties hereto hereby agree to amend and restate the Second Restated Credit Agreement as follows:

SECTION 1. DEFINITIONS

1.1Defined Terms.As used in this Agreement, the terms listed in this Section 1.1 shall have the
respective meanings set forth in this Section 1.1.

"Acquired Indebtedness": Indebtedness (i) assumed by Holdings or any of its Restricted Subsidiaries in connection with a Permitted
Acquisition that does not result in the creation of a new Restricted

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Subsidiary,
(ii) of an entity that becomes a Restricted Subsidiary in connection with a Permitted Acquisition or (iii) of an Unrestricted Subsidiary at the time it becomes a Restricted
Subsidiary.

"Additional Regal-Holdings Notes": as defined in Section 7.2(h).

"Adjustment Date": as defined in the Pricing Grid.

"Administrative Agent": as defined in the preamble hereto.

"Affiliate": as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common
control with, such Person. For purposes of this definition, "control" of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary
voting power for the election of directors (or persons performing similar functions) of such
Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

"Agents": the collective reference to the Syndication Agent, the Documentation Agent and the Administrative Agent.

"Aggregate Exposure": with respect to any Lender at any time, an amount equal to the sum of (i) the aggregate then unpaid principal
amount of such Lender's outstanding Tranche D Term Loans and (ii) the amount of such Lender's Revolving Credit Commitment then in effect or, if the Revolving Credit Commitment has been
terminated, the amount of such Lender's Revolving Extensions of Credit then outstanding.

"Aggregate Exposure Percentage": with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender's Aggregate
Exposure at such time to the Aggregate Exposure of all Lenders at such time.

"Agreement": this Third Amended and Restated Credit Agreement, as amended, restated, supplemented, replaced or otherwise modified from
time to time in accordance with this Agreement.

"Amended Plan": Regal's and certain affiliated entities' Amended Joint Plan of Reorganization filed with the Bankruptcy Court on or about
December 7, 2001.

"Applicable Margin": a percentage rate per annum determined in accordance with the Pricing Grid.

"Application": an application, in such form as the Issuing Lender may specify from time to time, requesting the Issuing Lender to open a
Letter of Credit.

"Arrangers": as defined in the preamble hereto;providedthat for the purposes of
Section 10.1, each of the Arrangers shall have the rights of the Arranger thereunder.

"Asset Sale": any Disposition of Property or series of related Dispositions of Property (excluding any such Disposition permitted by
clause (a), (b), (c) or (d) of Section 7.5) that yields gross proceeds to either of the Borrowers or any other Loan Party (valued at the initial principal amount thereof in
the case of non-cash proceeds consisting of notes or other debt securities and in the case of other non-cash proceeds, valued at fair market value (as reasonably determined by
the Borrowers, or, if requested by the Administrative Agent, determined by a reputable, independent third
party reasonably satisfactory to the Administrative Agent and paid for by the Borrowers)) in excess of $5,000,000.

"Assignee": as defined in Section 10.6(c).

"Assignment and Acceptance": as defined in Section 10.6(c).

"Assignor": as defined in Section 10.6(c).

"August Transactions": the following transactions that are expected to become effective on or about August 28, 2003:
(1) the conversion of United Artists Theatre Group, a Delaware corporation, into a

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Delaware
limited liability company pursuant to Section 18-214 of the Delaware Limited Liability Company Act, and (2) the mergers of the following Guarantors that, prior to
the consummation of such mergers, are Wholly Owned Restricted Subsidiaries: (i) CineMedia Software, Inc., a Delaware corporation with and into Regal CineMedia Corporation, a Virginia
corporation and (ii) Fredrick Plaza Cinema, Inc., a Maryland corporation, with and into Interstate Theatres Corporation, a Massachusetts corporation.

"Available Revolving Credit Commitment": as to any Revolving Credit Lender at any time, an amount equal to the excess, if any, of
(a) such Revolving Credit Lender's Revolving Credit Commitment then in effectless(b) such Revolving Credit Lender's Revolving Extensions
of Credit then outstanding.

"Balance Sheet": as defined in Section 4.1(a).

"Bankruptcy Cases": the voluntary petitions filed by Regal and certain affiliated entities under Chapter 11 of the United States
Bankruptcy Code on or about October 11, 2001, as more fully described in the Amended Plan.

"Bankruptcy Court": the United States Bankruptcy Court for the Middle District of Tennessee.

"Base Rate": for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the higher of
(a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof: "Prime
Rate" shall mean the prime lending rate as set forth on the British Banking Association Telerate Page 5 (or such other comparable page as may, in the opinion of
the Administrative Agent, replace such page for the purpose of displaying such rate), as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the
lowest or best rate actually available. The Administrative Agent or any Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate. Changes in the Base Rate
due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds
Effective Rate, respectively.

"Base Rate Loans": Loans for which the applicable rate of interest is based upon the Base Rate.

"Benefited Lender": as defined in Section 10.7.

"Board": the Board of Governors of the Federal Reserve System of the United States (or any successor).

"BorrowerorBorrowers": as defined in the preamble hereto.

"Borrowing Date": any Business Day specified by a Borrower as a date on which such Borrower requests to the relevant Lender(s) to make
Loans hereunder.

"Business Day": (i) for all purposes other than as covered by clause (ii) below, a day other than a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required by law to be closed for business and (ii) with respect to all notices and determinations in connection with, and
payments of principal and interest on, Eurodollar Loans, any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar
deposits in the interbank eurodollar market.

"Capital Expenditures": for any period, with respect to any Person, the aggregate of all expenditures made by such Person and its
Subsidiaries for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such
period) which should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries.

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"Capital Lease Obligations": as to any Person, the obligations of such Person to pay rent or other amounts under any (i) lease of
(or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance
sheet of such Person under GAAP, and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with
GAAP and (ii) any lease financing arrangements set forth on the balance sheet of such Person other than EITF 97-10 Capital Lease Obligations.

"Capital Stock": any and all shares, interests, participations or other equivalents (however designated) of capital stock of a
corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

"Cash Equivalents": (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or
any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits,
eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws
of the United States of America or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least "A-1" by S&P
or "P-1" by Moody's, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper
issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of
clause (b) of this definition, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States government;
(e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political
subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing
authority or foreign government (as the case may be) are rated at least "A" by S&P or "A" by Moody's; (f) securities with maturities of six months or less from the date of acquisition
backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; or (g) shares of money market mutual
or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition.

"Code": the Internal Revenue Code of 1986, as amended from time to time (or any successor legislation).

"Collateral": all Property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any
Security Document, whether or not the Administrative Agent has perfected its Lien therein.

"Commitment": as to any Lender, the sum of the Tranche D Term Loan Commitment and the Revolving Credit Commitment of such Lender.

"Commitment Fee Rate": 1/2 of 1% per annum.

"Commonly Controlled Entity": an entity, whether or not incorporated, which is under common control with either of the Borrowers within
the meaning of Section 4001 of ERISA or is part of a group that includes either of the Borrowers and that is treated as a single employer under Section 414 of the Code or of which such
Borrower is a general partner.

"Compliance Certificate": a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B.

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"Confidential Information Memorandum (2002)": the Confidential Information Memorandum dated July 2002 and furnished to the Lenders
under and as defined in the Restated Credit Agreement.

"Confidential Information Memorandum (2003)": the Confidential Information Memorandum dated August 2003 and furnished to the
Lenders.

"Confirmation Order": the order of the Bankruptcy Court, dated on December 7, 2001, confirming the Amended Plan under Chapter 11 of
the United States Bankruptcy Code.

"Confirmation Agreement": that certain Confirmation and Amendment Agreement of the Loan Parties, substantially in the form of
Exhibit K.

"Consolidated Adjusted Debt": for any period, the sum of (a) Funded Debt of Holdings and its Restricted Subsidiaries for such
periodplus(b) the product of eight (8) times Consolidated Lease Expense for such period.

"Consolidated Adjusted Interest Coverage Ratio": for any period, the ratio of (a) Consolidated EBITDAR of Holdings and its
Restricted Subsidiaries for such period to (b) the sum of Consolidated Interest Expense of Holdings and its Restricted Subsidiaries for such period plusConsolidated Lease Expense of Holdings and
its Restricted Subsidiaries for such period.

"Consolidated Adjusted Leverage Ratio": for any period, the ratio of (a) Consolidated Adjusted Debt for such period to
(b) Consolidated EBITDAR of Holdings and its Restricted Subsidiaries for such period.

"Consolidated EBITDA": as to Holdings and its Restricted Subsidiaries, for any applicable period, the difference of





provided, however, that (without duplication) "Consolidated EBITDA"

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"Consolidated EBITDAR": of any Person for any period, Consolidated EBITDA of such Person and its Restricted Subsidiaries for such period plus,without duplication, the
sum of all rent expense (calculated by giving effect to the adjustments to the asset base described in the definition of
Consolidated EBITDA in this Section) of such Person and its Restricted Subsidiaries for such period.

"Consolidated Interest Expense": of any Person for any period, total cash interest expense (including that attributable to Capital Lease
Obligations) of such Person and its Subsidiaries for such period with respect to all outstanding Indebtedness of such Person and its Subsidiaries (including, without limitation, all commissions,
discounts and other fees and charges owed by such Person with respect to letters of credit and bankers' acceptance financing and net costs of such Person under Hedge Agreements in respect of interest
rates to the extent such net costs are allocable to such period in accordance with GAAP).

"Consolidated Lease Expense": for any period, the aggregate amount of fixed and contingent cash rentals payable by Holdings and its
Restricted Subsidiaries (determined on a consolidated basis in accordance with GAAP), for such period with respect to leases of real and personal property; provided, that (i) payments in respect of
Capital Lease Obligations or EITF 97-10 Capital Lease Obligations shall not constitute
Consolidated Lease Expense, (ii) Consolidated Lease Expense shall be calculated by giving effect to the adjustments to the asset base described in the definition of Consolidated EBITDA in this
Section and (iii) payments in respect of Synthetic Lease Obligations shall not constitute Consolidated Lease Expense.

"Consolidated Leverage Ratio": as at the last day of any period of four consecutive fiscal quarters, the ratio of (a) Consolidated
Total Debt on such day to (b) Consolidated EBITDA for such period.

"Consolidated Net Income": of any Person for any period, the consolidated net income (or loss) of such Person and its Subsidiaries for
such period, determined on a consolidated basis in accordance with GAAP;provided, that in calculating Consolidated Net Income of Holdings and its
consolidated Restricted Subsidiaries for any Period, there shall be excluded (a) except as set forth in the proviso of the definition of Consolidated EBITDA in this Section, the income (or
deficit) of any Person accrued prior to the date it becomes a Restricted Subsidiary of either of the Borrowers or is merged into or consolidated with either of the Borrowers or any of their respective
Restricted Subsidiaries, (b) the income (or deficit) of any Person (other than a Restricted Subsidiary of any Borrower) in which either

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of
the Borrowers or any of their respective Restricted Subsidiaries has an ownership interest, except to the extent that any such income is actually received by such Borrower or such Restricted
Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Restricted Subsidiary of either of the Borrowers to the extent that the declaration or
payment of dividends or similar distributions by such Restricted Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement
of Law applicable to such Restricted Subsidiary.

"Consolidated Senior Debt": all Consolidated Total Debt other than Subordinated Debt.

"Consolidated Senior Leverage Ratio": as of the last day of any period of four consecutive fiscal quarters, the ratio of
(a) Consolidated Senior Debt on such day to (b) Consolidated EBITDA for such period.

"Consolidated Total Debt": at any date, the aggregate principal amount of all Funded Debt of Holdings and its Restricted Subsidiaries at
such date, determined on a consolidated basis in accordance with GAAP.

"Continuing Director": as to any Person, during any period of 12 consecutive months after the Issue Date, individuals who at the beginning
of any such 12-month period constituted the board of directors (together with any new directors whose election by such board of directors of such Person or whose nomination for election by
the shareholders of such Person was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for
election was previously so approved, including new directors designated in or provided for in an agreement regarding the merger, consolidation or sale, transfer or other conveyance, of all or
substantially all of the assets of such Person, if such agreement was approved by a vote of such majority of directors).

"Contractual Obligation": as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its Property is bound.

"Control Investment Affiliate": as to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled
by, or is under common control with, such Person and (b) is organized by such Person primarily for the purpose of making or holding equity or debt investments in one or more companies. For
purposes of this definition, "control" of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether by contract or
otherwise.

"Converted Term Loan": as defined in Section 2.1(b).

"CSFB": Credit Suisse First Boston, acting through its Cayman Islands Branch, in its capacity as Sole Lead Arranger, Sole Bookrunning
Manager and Syndication Agent with respect to the Tranche D Term Loan Facility.

"CSFB Funding Entity": any of Credit Suisse First Boston, Cayman Islands Branch or any of its affiliates.

"Default": any of the events specified in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or
both, has been satisfied.

"Derivatives Counterparty": as defined in Section 7.6.

"Disposition": with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition
thereof; and the terms "Dispose" and "Disposed of" shall have correlative meanings.

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"Disqualified Stock": any Capital Stock or other ownership or profit interest of any Loan Party that any Loan Party is or, upon the
passage of time or the occurrence of any event, may become obligated to redeem, purchase, retire, defease or otherwise make any payment in respect of in consideration other
than Capital Stock (other than Disqualified Stock) if such obligation matures or has the potential to mature sooner than one year after the repayment in full of all Obligations hereunder.

"Documentation Agent": as defined in the preamble hereto.

"Dollars" and "$": dollars in lawful currency of the United States of America.

"Domestic Subsidiary": any Subsidiary of either of the Borrowers organized under the laws of any jurisdiction within the United States of
America.

"Edwards Bankruptcy Cases": the voluntary petitions filed by Edwards Theatres, Inc. and certain affiliated entities under Chapter
11 of the United States Bankruptcy Code on or about September 19, 2001, as more fully described in the Edwards Plan.

"Edwards Plan": Edwards Theatres, Inc.'s and certain affiliated entities' plan of reorganization filed with the United States
Bankruptcy Court for the Central District of California on or about September 19, 2001.

"EITF 97-10 Capital Lease Obligations": obligations which are classified as "Capital Lease Obligations" under generally
accepted accounting principles in the United States of America due to the application of Emerging Issues Task Force Regulation 97-10 ("EITF 97-10") and which, except for
such regulation, would not constitute Capital Lease Obligations.

"Environmental Laws": any and all applicable laws, rules, orders, regulations, statutes, ordinances, codes, decrees, or other legally
enforceable requirements (including, without limitation, common law) of any international authority, foreign government, the United States, or any state, local, municipal or other Governmental
Authority, regulating, relating to or imposing liability or standards of conduct concerning protection of the environment or of human health, as has been, is now, or may at any time hereafter be, in
effect.

"Environmental Permits": any and all permits, licenses, approvals, registrations, notifications, exemptions and any other authorization
required under any Environmental Law.

"ERISA": the Employee Retirement Income Security Act of 1974, as amended from time to time.

"Escrow Agreement": the Escrow Deposit Agreement, effective as of January 29, 2002, by and among Regal, HSBC Bank USA as Escrow
Agent, and the Official Committee of the Unsecured Creditors of Regal Cinemas, Inc. representing the beneficiaries.

"Eurocurrency Reserve Requirements": for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the maximum rates
(expressed as a decimal fraction) of reserve requirements in effect on such day (including, without limitation, basic, supplemental, marginal and emergency reserves under regulations issued from time
to time by the Board or other Governmental Authority having jurisdiction with respect thereto) dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as
"Eurocurrency Liabilities" in Regulation D of the Board) maintained by a member bank of the Federal Reserve System. Eurodollar Loans shall be deemed to constitute Eurocurrency Liabilities and
to be subject to such reserve requirements without benefit or credit for proration, exceptions or offsets which may be available from time to time to any Lender under Regulation D.

"Eurodollar Base Rate": with respect to each day during each Interest Period pertaining to a Eurodollar Loan, the rate per annum
determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Page 3750 of the Dow
Jones Telerate screen as of 11:00 A.M., London time, on the second full

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Business
Day preceding the beginning of such Interest Period. In the event that such rate does not appear on Page 3750 of the Dow Jones Telerate screen (or otherwise on such screen), the
"Eurodollar Base Rate" for purposes of this definition shall be determined by reference to such other comparable publicly available service for
displaying eurodollar rates as may be selected by the Administrative Agent.

"Eurodollar Loans": Loans the rate of interest applicable to which is based upon the Eurodollar Rate.

"Eurodollar Rate": with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for
such day in accordance with the following formula (rounded upward to the nearest 1/16th of 1%):

Eurodollar
Base Rate

---

1.00  Eurocurrency Reserve Requirements

"Eurodollar Tranche": the collective reference to Eurodollar Loans that the then current Interest Periods with respect
thereto begin on the same date and end on the same later date (whether or not such Loans, shall originally have been made on the same day).

"Event of Default": any of the events specified in Section 8,providedthat any
requirement for the giving of notice, the lapse of time, or both, has been satisfied.

"Excluded Foreign Subsidiary": any Foreign Subsidiary in respect of which either (i) the pledge of all of the Capital Stock of such
Subsidiary as Collateral or (ii) the guaranteeing by such Subsidiary of the Obligations, would, in the good faith judgment of the Borrowers, result in material adverse tax consequences to the
Loan Parties, taken as a whole;provided,however, that a Foreign Subsidiary that is treated as a
pass-through entity for United States federal income tax purposes shall not be an Excluded Foreign Subsidiary while so treated.

"Existing Tranche C Term Loans": Tranche C Term Loans under and as defined in the Second Restated Credit Agreement.

"Existing Tranche D Term Loans": Tranche D Term Loans under and as defined in the Second Restated Credit Agreement.

"Facility": as the case may be, any of (a) the Tranche D Term Loan Commitments and the Tranche D Term Loans made thereunder (the
"Tranche D Term Loan Facility") or (b) the Revolving Credit Commitments and the extensions of credit made thereunder (the
"Revolving Credit Facility").

"Federal Funds Effective Rate": for any day, the weighted average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day
which is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

"Fee Letter": that certain Fee Letter, dated July 19, 2002, among Holdings, Regal, the Administrative Agent, the CSFB Funding
Entity and the Arrangers, as the same may be amended, supplemented, replaced or otherwise modified from time to time upon the agreement in writing of all parties thereto.

"Foreign Subsidiary": any Subsidiary of either of the Borrowers that is not a Domestic Subsidiary.

"FQ1", "FQ2", "FQ3", and
"FQ4": when used with a numerical year designation, means the first second, third or fourth fiscal quarters, respectively, of such fiscal year of the
Borrowers (e.g., FQ1 2002 means the first fiscal quarter of 2002 fiscal year, which ends on or about March 31, 2002).

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"Funded Debt": as to any Person, all Indebtedness of such Person of the types described in clauses (a) through (e) of the
definition of "Indebtedness" in this Section.

"Funding Office": the office specified from time to time by the Administrative Agent as its funding office by notice to the Borrowers and
the Lenders.

"GAAP": generally accepted accounting principles in the United States of America as in effect from time to time, except that for purposes
of Section 7.1 (including the financial definitions used therein), GAAP shall (i) be determined on the basis of such principles in effect on the Restatement Effective Date and consistent
with those used in the preparation of the most recent audited financial statements delivered pursuant to Section 4.1(b) and (ii) exclude EITF 97-10 Capital Lease
Obligations.

"Governing Documents": collectively, as to any Person, the articles or certificate of incorporation and bylaws, any shareholders
agreement, certificate of formation, limited liability company agreement, partnership agreement or other formation or constitutive documents of such Person.

"Governmental Authority": any nation or government, any state or other political subdivision thereof or any entity empowered to exercise
executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

"Guarantee and Collateral Agreement": the Guarantee and Collateral Agreement executed and delivered by the Borrowers and each Subsidiary
Guarantor, substantially in the form of Exhibit A, as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with this Agreement.

"Guarantee Obligation": as to any Person (the "guaranteeing person"), any obligation of
(a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued
a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any
Indebtedness, leases, dividends or other obligations (the "primary obligations") of any other third Person (the "primary
obligor") in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to
purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such
primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to
purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary
obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof;provided, however,
that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business.
The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in
respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee
Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation
shall be such guaranteeing person's maximum reasonably anticipated liability in respect thereof as determined by the Borrowers in good faith.

"Guarantors": the Subsidiary Guarantors.

"Hedge Agreements": all interest rate swaps, caps or collar agreements or similar arrangements entered into by either of the Borrowers or
any of their respective Subsidiaries providing for protection against fluctuations in interest rates or currency exchange rates or the exchange of nominal interest obligations, either generally or
under specific contingencies.

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"High-Yield Proceeds Note": the High-Yield Proceeds Note executed and delivered by Regal on the Original
Closing Date, substantially in the form of Exhibit L-1, as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with this Agreement.

"Indebtedness": of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money,
(b) all obligations of such Person for the deferred purchase price of Property or services (other than trade payables incurred in the ordinary course of such Person's business), (c) all
obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention
agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale
of such Property), (e) all Capital Lease Obligations or Synthetic Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party under
bankers' acceptance, letter of credit or similar facilities, (g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Capital
Stock of such Person, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above; (i) all obligations
of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien
on Property (including, without limitation, accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation,
(j) for the purposes of Section 8(e) only, all obligations of such Person in respect of Hedge Agreements and (k) the liquidation value of any preferred Capital Stock of
such Person or its Subsidiaries held by any Person other than such Person and its Wholly Owned Subsidiaries.

"Indemnified Liabilities": as defined in Section 10.5.

"Indemnitee": as defined in Section 10.5.

"Indenture Restricted Payment": a "Restricted Payment" as defined in the Senior Subordinated Note Indenture as in effect on the
Original Closing Date.

"Insolvency": with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245
of ERISA.

"Insolvent": pertaining to a condition of Insolvency.

"Insurance Requirements": all material terms of any insurance policy required pursuant to this Agreement or any Security Document and all
material regulations and then current standards applicable to or affecting any Mortgaged Property or any part thereof or any use or condition thereof, which may, at any time, be recommended by the
Board of Fire Underwriters, if any, having jurisdiction over any Mortgaged Property, or any other body exercising similar functions.

"Intellectual Property": the collective reference to all rights, priorities and privileges relating to intellectual property, whether
arising under United States, state, multinational or foreign laws or otherwise, including, without limitation, copyrights, patents, trademarks, service-marks, technology, know-how and
processes, recipes, formulas, trade secrets, or licenses (under which the applicable Person is licensor or has assignable rights as a licensee) relating to any of the foregoing and all rights to sue
at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

"Intellectual Property Collateral": all Intellectual Property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is
purported to be created by the Intellectual Property Security Agreement or the Guarantee and Collateral Agreement.

"Intellectual Property Security Agreement": the Intellectual Property Security Agreement executed and delivered by each Loan Party,
substantially in the form of Exhibit C to the Guarantee and

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Collateral
Agreement, as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with this Agreement.

"Interest Payment Date": (a) as to any Base Rate Loan, the last day of each March, June, September and December to
occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such
Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day which is three months, or a whole multiple thereof, after the first day
of such Interest Period and the last day of such Interest Period and (d) as to any Loan (other than any Revolving Credit Loan that is a Base Rate Loan (unless all Revolving Credit Loans are
being repaid in full in immediately available funds and the Revolving Credit Commitments terminated)), the date of any repayment or prepayment made in respect thereof.

"Interest Period": as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case
may be, with respect to such Eurodollar Loan and ending one, two, three or six or (if available to all Lenders under the relevant Facility) twelve months thereafter, as selected by a Borrower
in its Notice of Borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest
Period applicable to such Eurodollar Loan and ending one, two, three, six or (if available to all Lenders under the relevant Facility) twelve months thereafter, as selected by the applicable
Borrower by irrevocable notice to the Administrative Agent not less than three Business Days prior to the last day of the then current Interest Period with respect thereto; providedthat, all of the
foregoing provisions relating to Interest Periods are subject to the following:



"Investments": as defined in Section 7.8.

"Issuing Lender": a Revolving Credit Lender, in its capacity as issuer of any Letter of Credit, to be selected by the Administrative Agent
and the Borrower.

"L/C Commitment": $15,000,000plusup to an additional $15,000,000 to be used only for the
issuance of the "Class 5 L/C" referred to in the Escrow Agreement.

"L/C Fee Payment Date": the last Business Day of each March, June, September and December and the last day of the Revolving
Credit Commitment Period.

"L/C Obligations": at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then
outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 3.5.

"L/C Participants": the collective reference to all the Revolving Credit Lenders other than the Issuing Lender.

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"Lehman Entity": any of Lehman Commercial Paper Inc. or any of its affiliates (including, without limitation, Syndicated Loan
Funding Trust).

"Lender Addendum": with respect to any Lender which became a Lender on the Original Closing Date or which became a Revolving Credit Lender
on the Restatement Effective Date or which became a Tranche D Term Loan Lender on the Third Restatement Effective Date, a Lender Addendum, substantially in the form of Exhibit J (with such
changes thereto as may be appropriate in connection with the Tranche D Term Loan Facility), executed and delivered by such Lender on the Original Closing Date, the Restatement Effective Date or the
Third Restatement Effective Date, as applicable.

"Lenders": as defined in the preamble hereto and includes the Issuing Lender.

"Letters of Credit": as defined in Section 3.1(a).

"Lien": any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other
security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other
title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

"Line of Business": as defined in Section 7.15.

"Loan": any loan made by any Lender pursuant to this Agreement.

"Loan Documents": this Agreement, the Security Documents, the Fee Letter, the Applications and, if any, the Notes.

"Loan Parties": the Borrowers and each Subsidiary of Holdings which is a party to a Loan Document (including pursuant to
Section 6.10).

"Majority Facility Lenders": with respect to each Facility, the holders of more than 50% of the aggregate unpaid principal amount of the
Tranche D Term Loans or the Total Revolving Extensions of Credit, as the case may be, outstanding under such Facility (or, in the case of the Revolving Credit Facility, prior to any termination of the
Revolving Credit Commitments, the holders of more than 50% of the Total Revolving Credit Commitments).

"Majority Revolving Credit Facility Lenders": the Majority Facility Lenders in respect of the Revolving Credit Facility.

"Majority Revolving Facility Lenders": the Majority Facility Lenders in respect of the Revolving Credit Facility.

"Material Adverse Effect": a material adverse change in or affecting (a) the condition (financial or otherwise), results of
operation, assets, liabilities or management of the Loan Parties, taken as a whole, or that calls into question in any material and adverse respect (i) the Projections previously supplied to
the Lenders or (ii) any of the material assumptions on which the Projections were prepared, (b) the validity or enforceability of this Agreement or any of the other Loan Documents,
(c) the validity, enforceability or priority of the Liens purported to be created by the Security Documents, or (d) the rights or remedies of the Administrative Agent and the Lenders
hereunder or under any of the other Loan Documents.

"Materials of Environmental Concern": any material, substance or waste that is characterized, defined or regulated as hazardous, toxic,
pollutants, contaminants or words of similar meaning under any Environmental Law, including any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products,
polychlorinated biphenyls, urea-formaldehyde insulation, or asbestos.

"Moody's": Moody's Investor Services, Inc.

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"Mortgaged Properties": the real properties and leasehold estates listed on Schedule 1.1, as to which the Administrative Agent for the benefit of the Secured
Parties shall be granted a Lien pursuant to the Mortgages.

"Mortgages": each of the mortgages, deeds of trust and deeds to secure debt made by any Loan Party in favor of, or for the benefit of, the
Administrative Agent for the benefit of the Secured Parties, substantially in the form of Exhibit D (with such changes thereto as shall be advisable under the law of the jurisdiction in which
such mortgage or deed of trust is to be recorded), as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with this Agreement.

"Multiemployer Plan": a Plan that is a multiemployer plan as defined in Section 3(37) or 4001(a)(3) of ERISA.

"Net Cash Proceeds": (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash
Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as
and when the benefit is received) of such Asset Sale or Recovery Event, net of reasonable and customary attorneys' fees, accountants' fees, and investment banking fees, amounts required to be applied
to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset which is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security
Document); and other reasonable and customary fees and expenses, in each case, to the extent actually incurred in connection therewith (but not including any fees or expenses incurred in connection
with any third-party appraisals contemplated by the definition of "Asset Sale") and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available
tax credits or deductions and any tax sharing arrangements) and (b) in connection with any issuance or sale of Capital Stock or debt securities or instruments or the incurrence of loans, the
cash proceeds received from such issuance or incurrence, net of reasonable and customary attorneys' fees, investment banking fees, accountants' fees, underwriting discounts and commissions and other
reasonable and customary fees and expenses, in each case, to the extent actually incurred in connection therewith.

"Non-Excluded Taxes": as defined in Section 2.20(a).

"Non-Recourse Debt" means Indebtedness (i) as to which neither Holdings nor any of its Restricted Subsidiaries (nor any
direct holding company parent of Holdings) (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is
directly or indirectly liable (as a guarantor or otherwise), or (c) constitutes the lender; (ii) no default with respect to which (including any rights that the holders thereof may have
to take enforcement action against any Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness (other than the Obligations) of Holdings or any
of its Restricted Subsidiaries (or any direct holding company parent of Holdings) to declare a default on such
other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and (iii) as to which the lenders thereunder will not have any recourse to the Capital
Stock or assets of either Holdings or any of its Restricted Subsidiaries.

"Non-U.S. Lender": as defined in Section 2.20(f).

"Notes": the collective reference to the Revolving Credit Notes and the Term Notes, if any, evidencing Loans.

"Notice of Borrowing": a certificate duly executed by a Responsible Officer of a Borrower substantially in the form of Exhibit M.

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"Obligations": the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans
and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to either of the
Borrowers, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Loan
Parties to the Arrangers, to any Agent or to any Lender (or, in the case of Specified Hedge Agreements, any affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to
become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, any Specified Hedge Agreement
or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including,
without limitation, all fees, charges and disbursements of counsel to the Arrangers, to any Agent or to any Lender that are required to be paid by any Loan Party pursuant hereto or to any other Loan
Document) or otherwise.

"Original Credit Agreement": as defined in the preamble hereto.

"Original Closing Date": January 29, 2002.

"Other Equity Investors": GSCP Recovery, Inc.; LB I Group, Inc.; The Tudor BVI Global Portfolio Ltd.; Tudor
Proprietary Trading, L.L.C.; Putnam High Yield Trust; Putnam High Yield Advantage Fund; Putnam Variable Trust-Putnam VT High Yield Fund; Putnam Master Income Trust; Putnam Premier Income Trust; Putnam
Master Intermediate Income Trust; Putnam Diversified Income Trust; Putnam
Funds Trust-Putnam High Yield Trust II; Putnam Strategic Income Fund; Putnam Variable Trust-Putnam VT Diversified Income Fund; Travelers Series Fund Inc.; Putnam Diversified Income
Portfolio; Putnam High Yield Fixed Income Fund, LLC; and Putnam High Yield Managed Trust.

"Other Taxes": any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies
arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

"Participant": as defined in Section 10.6(b).

"Payment Amount": as defined in Section 3.5.

"Payment Office": the office of the Administrative Agent specified in Section 10.2 or as otherwise specified from time to time by
the Administrative Agent as its payment office by notice to the Borrowers and the Lenders.

"PBGC": the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

"Permits": the collective reference to (i) Environmental Permits, and (ii) any and all other franchises, licenses, leases,
permits, approvals, notifications, certifications, registrations, authorizations, exemptions, qualifications, easements, rights of way, Liens and other rights, privileges and approvals required under
any Requirement of Law.

"Permitted Acquisition": as defined in Section 7.8(f).

"Permitted Investors": the collective reference to the Sponsors, the Other Equity Investors and their respective Control Investment
Affiliates.

"Permitted Liens": the collective reference to (i) in the case of any Property other than Collateral consisting of Pledged Stock,
Liens permitted by Section 7.3 and (ii) in the case of Collateral consisting

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of
Pledged Stock, non-consensual Liens permitted by Section 7.3 to the extent arising by operation of law.

"Permitted Secured Indebtedness": as defined in Section 7.2(g).

"Permitted Secured Refinancing": as defined in Section 7.2(m).

"Permitted Senior Refinancing": as defined in Section 7.2(o).

"Permitted Subordinated Indebtedness": as defined in Section 7.2(k).

"Permitted Subordinated Refinancing": as defined in Section 7.2(n).

"Person": an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Authority or other entity of whatever nature.

"Plan": at a particular time, any employee benefit plan that is covered by ERISA and which either of the Borrowers or any Commonly
Controlled Entity maintains, administers, contributes to or is required to contribute to or under which either of the Borrowers or any Commonly Controlled Entity could incur any liability.

"Plan Effective Date": as defined in the Amended Plan.

"Pledged Stock": as defined in the Guarantee and Collateral Agreement.

"Preferred Stock": any Capital Stock of any class or classes of a Person which is preferred as to payments of dividends, or as to
distributions upon any liquidation or dissolution, over Capital Stock of any other class of such Person.

"Prepayment Date": as defined in Section 2.18(d).

"Prepayment Option Notice": a notice to the applicable Tranche D Term Loan Lenders pursuant to Section 2.18(d), substantially in
the form of Exhibit H.

"Pricing Grid": the pricing grid attached hereto as Annex A.

"Projections": as defined in Section 6.2(c).

"Property": any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or
intangible, including, without limitation, Capital Stock.

"Purchase Agreement": collectively, (i) the Purchase Agreement, dated January 17, 2002, among Holdings and its Subsidiaries,
Credit Suisse First Boston Corporation and Lehman Brothers Inc. and (ii) the Purchase Agreement, dated April 3, 2002, among Holdings and its Subsidiaries, and Credit Suisse First
Boston Corporation.

"Qualifed Offer": an offer by the Borrowers to all Tranche D Term Loan Lenders to ratably prepay the Tranche D Term Loans in whole or in
part with Net Cash Proceeds of Permitted Secured Refinancing made pursuant to written notice given to the Administrative Agent, the Arrangers and the Tranche D Term Loan Lenders (such notice to be in
form and substance reasonably satisfactory to the Arrangers) at least four (4) Business Days prior to the incurrence of such Permitted Secured Refinancing, pursuant to which each Tranche D Term
Loan Lender shall be requested to indicate in writing to the Borrowers, the Administrative Agent and the Arrangers whether it agrees to accept prepayment of its Tranche D Term Loans in such offer no
later than the date requested by the Borrowers for such response (it being agreed and understood that (w) Tranche D Term Loan Lenders will have a minimum of three (3) Business Days to
respond, (x) each Tranche D Term Loan Lender may, at its option, decline to accept the prepayment in such offer, (y) no response from a Tranche D Term Loan Lender shall constitute
non-acceptance of the prepayment in such offer, and (z) the

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prepayment
in such offer may be made without premium or penalty);providedthat (i) each Tranche D Term Loan Lender that accepts prepayment of
its Tranche D Term Loans in such offer may also indicate whether such Tranche D Term Loan Lender will accept prepayment of an amount in excess of such Tranche D Term Loan Lender's ratable portion of
such offer (the "Excess Prepayment Amount") in the event that the Net Cash Proceeds of such Permitted Secured Refinancing are in excess of the amount of
Tranche D Term Loans which have accepted prepayment (it being understood that the Excess Prepayment Amount for any Lender shall be deemed to be zero in the absence of an indication thereof),
(ii) any Qualified Offer shall be revocable at the election of the Borrowers and may be subject to, among other items, the ability to incur sufficient amounts of Indebtedness under
Section 7.2(m) or the acceptance of such offer by a specified amount of Tranche D Term Loans, and (iii) any prepayment of the Loans pursuant to a Qualified Offer shall be accompanied by
accrued interest to the date of such prepayment to the applicable Lender on the amount prepaid.

"Qualified Offer Prepayment Amount" shall mean the sum of (i) the prepayment amount accepted by each Tranche D Term Loan Lender for
prepayment pursuant to a Qualified Offer, including, if applicable, any Excess Prepayment Amounts and (ii) any amounts elected by the Borrowers to prepay any outstanding Revolving Credit Loans
upon consummation of a Permitted Secured Refinancing (which prepayment will not, unless requested in writing by the Borrowers, reduce the Revolving Credit Commitments), in each case, to the extent
such amounts are prepaid by the Borrowers upon consummation of a Permitted Secured Refinancing; provided, however, that the Qualified Offer Prepayment Amount shall be applied, (x) in the case
that all Tranche D Term Loan Lenders have accepted prepayment of their pro-rata shares, ratably among all the Tranche D Term Loan Lenders or (y) in the case that not all Tranche D
Term Loan Lenders have accepted prepayment of their pro-rata shares,first, ratably among the Tranche D Term Loan Lenders accepting their
pro-rata shares based on the aggregate prepayment amounts accepted by such Tranche D Term Loan Lenders,second, ratably to the Tranche D
Term Loan Lenders that have accepted prepayments of Tranche D Term Loans with Excess Prepayment Amounts, andthird, the balance, if any, ratably to the
prepayment of any outstanding Revolving Credit Loans.

"RCM": Regal CineMedia Corporation, a Delaware corporation.

"Real Estate": all leasehold estates used by Holdings or any Subsidiary Guarantor and all real property which Holdings or any Subsidiary
Guarantor owns in fee.

"Recovery Event": any cash settlement of or payment in excess of $5,000,000 in respect of any property or casualty insurance claim or any
condemnation proceeding relating to any asset of any Loan Party.

"Reload Term Loan Addition": as defined in Section 2.11.

"Regal": as defined in the recitals hereto.

"Regal-Holdings Notes": collectively, the High-Yield Proceeds Note and the Tranche B Proceeds Note.

"Register": as defined in Section 10.6(d).

"Registration Rights Agreement": collectively, (i) the Registration Rights Agreement, dated January 29, 2002, by and among
the initial purchasers, Regal Cinemas Corporation and the other guarantors thereunder and (ii) the Registration Rights Agreement, dated April 17, 2002, by and among the initial
purchasers, Regal Cinemas Corporation and the other guarantors thereunder.

"Regulation D": Regulation D of the Board as in effect from time to time (and any successor regulation thereof).

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"Regulation H": Regulation H of the Board as in effect from time to time (and any successor regulation thereof).

"Regulation T": Regulation T of the Board as in effect from time to time (and any successor regulation thereof).

"Regulation U": Regulation U of the Board as in effect from time to time (and any successor regulation thereof).

"Regulation X": Regulation X of the Board as in effect from time to time (and any successor regulation thereof).

"Reimbursement Obligation": the obligation of the Borrowers to reimburse the Issuing Lender pursuant to Section 3.5 for amounts
drawn under Letters of Credit.

"Reinvestment Deferred Amount": with respect to any Reinvestment Event, the aggregate Net Cash Proceeds that (i) are received by
Holdings or any of its Restricted Subsidiaries in connection therewith and (ii) are not applied to prepay the Tranche D Term Loans or reduce the Revolving Credit Commitments pursuant to
Section 2.12(c) as a result of the delivery of a Reinvestment Notice.

"Reinvestment Event": any Asset Sale or Recovery Event in respect of which Regal has delivered a Reinvestment Notice.

"Reinvestment Notice": a written notice executed by a Responsible Officer of a Borrower stating that no Default or Event of Default has
occurred and is continuing and that such Borrower (directly or indirectly through a Wholly Owned Subsidiary that is a Restricted Subsidiary to the extent otherwise permitted hereunder) intends and
expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire Property useful in its or such Subsidiary's business.

"Reinvestment Prepayment Amount": with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any
amount expended prior to the relevant Reinvestment Prepayment Date to acquire Property useful in Holdings' or any of its Restricted Subsidiaries' business.

"Reinvestment Prepayment Date": with respect to any Reinvestment Event, the earlier of (a) the date occurring 364 days after
such Reinvestment Event and (b) the date on which Regal shall have determined not to, or shall have otherwise ceased to, acquire Property useful in Regal's or any of its Wholly Owned
Subsidiaries' businesses with all or any portion of the relevant Reinvestment Deferred Amount.

"Related Fund": means, with respect to any Lender, any fund that invests (in whole or in part) in commercial loans and is managed by such
Lender, the same investment advisor as such Lender or by an affiliate of such investment advisor or an affiliate of such Lender.

"Reorganization": with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of
Section 4241 of ERISA.

"Reportable Event": any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day
notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. Section 4043.

"Required Lenders": at any time, the holders of more than 50% of the sum of (i) the aggregate unpaid principal amount of the
Tranche D Term Loans then outstanding, and (ii) the Total Revolving Credit Commitments then in effect or, if the Revolving Credit Commitments have been terminated, the Total Revolving
Extensions of Credit then outstanding.

"Required Prepayment Lenders": the Majority Facility Lenders in respect of each Facility.

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"Requirement of Law": as to any Person, the Governing Documents of such Person, common law and any law, treaty, rule or regulation,
judgment, decree or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or
any of its Property is subject.

"Responsible Officer": as to any Person, the chief executive officer, president or chief financial officer of such Person, but in any
event, with respect to financial matters, the chief financial officer of such Person. Unless otherwise qualified, all references to a "Responsible Officer" shall refer to a Responsible Officer of
Regal.

"Restated Credit Agreement": as defined in the preamble hereto.

"Restatement Effective Date": August 12, 2002.

"Restricted Payments": as defined in Section 7.6.

"Restricted Subsidiary" of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary.

"Revolving Credit Commitment": as to any Lender, the obligation of such Lender, if any, to make Revolving Credit Loans and/or participate
in Letters of Credit, in an aggregate principal and/or face amount not to exceed the amount set forth under the heading "Revolving Credit Commitment" opposite such Lender's name on Schedule 1
to the Lender Addendum delivered by such Lender or in the Assignment and Acceptance pursuant to which such Lender became a party hereto.

"Revolving Credit Commitment Period": the period from and including the Restatement Effective Date to the Revolving Credit Termination
Date.

"Revolving Credit Lender": each Lender that has a Revolving Credit Commitment or that is the holder of Revolving Credit Loans.

"Revolving Credit Loans": as defined in Section 2.5.

"Revolving Credit Notes": as defined in Section 2.8(d).

"Revolving Credit Percentage": as to any Revolving Credit Lender at any time, the percentage which such Lender's Revolving Credit
Commitment then constitutes of the Total Revolving Credit Commitments (or, at any time after the Revolving Credit Commitments shall have expired or terminated, the percentage which the aggregate
principal and/or face amount of such Lender's Revolving Credit Extensions of Credit then outstanding constitutes of the aggregate principal and/or face amount of the Total Revolving Extensions of
Credit then outstanding).

"Revolving Credit Termination Date": the earliest of (a) the Scheduled Revolving Credit Termination Date, (b) the date on
which neither Term Loans nor additional term loan facilities added to this Agreement after the Third Restatement Effective Date shall be outstanding and (c) the date of termination of the
Revolving Credit Commitments pursuant to Section 2.10.

"Revolving Extensions of Credit": as to any Revolving Credit Lender at any time, an amount equal to the sum of (a) the aggregate
principal amount of all Revolving Credit Loans made by such Lender then outstandingplus(b) the amount which represents such Lender's Revolving
Credit Percentage of the L/C Obligations then outstanding.

"S&P": Standard & Poor's Rating Services.

"Scheduled Revolving Credit Termination Date": January 29, 2007.

"SEC": the Securities and Exchange Commission (or successors thereto or an analogous Governmental Authority).

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"Second Restated Credit Agreement": as defined in the preamble hereto.

"Second Restatement Effective Date": June 6, 2003.

"Secured Parties": collectively, the Arrangers, the Agents, the Lenders and, with respect to any Specified Hedge Agreement, any affiliate
of any Lender (or any Person that was a Lender or any affiliate thereof when such Specified Hedge Agreement was entered into) party thereto that has agreed to be bound by the provisions of
Section 7.2 of the Guarantee and Collateral Agreement as if it were a party thereto and by the provisions of Section 9 hereof as if it were a Lender party hereto.

"Security Documents": the collective reference to the Guarantee and Collateral Agreement, the Intellectual Property Security Agreement,
the Mortgages, the Confirmation Agreement and all other pledge and security documents hereafter executed and delivered by a Loan Party to the Administrative Agent granting a Lien on any Property of
any Person to secure the obligations and liabilities of any Loan Party under any Loan Document and any Specified Hedge Agreement.

"Senior Subordinated Note Documentation": (i) the Senior Subordinated Note Indenture, the Purchase Agreement, the
Registration Rights Agreement and (ii) the corresponding documents with respect to any refinancing of the Senior Subordinated Notes pursuant to Section 7.2(f), in each case together with
any other instruments and agreements entered into by Holdings or its Subsidiaries in connection therewith, as the same may be amended, supplemented, replaced or otherwise modified from time to time in
accordance with this Agreement.

"Senior Subordinated Note Indenture": the Indenture, dated as of January 29, 2002, entered into by Holdings in connection
with the issuance of the Senior Subordinated Notes, as the same may be
amended, supplemented, replaced or otherwise modified from time to time in accordance with this Agreement.

"Senior Subordinated Notes": the subordinated notes of Holdings issued from time to time pursuant to the Senior Subordinated
Note Indenture.

"Significant Subsidiary": as defined in Regulation S-X of the Securities Act of 1933, as in effect on the Restatement
Effective Date.

"Single Employer Plan": any Plan that is covered by Title IV of ERISA, but which is not a Multiemployer Plan.

"Solvent": when used with respect to any Person, as of any date of determination, (a) the amount of the "present fair saleable
value" of the assets of such Person will, as of such date, exceed the amount of all "liabilities of such Person, contingent or otherwise", as of such date, as such quoted terms are determined in
accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date,
be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an
unreasonably small amount of capital with which to conduct its business, (d) such Person will be able to pay its debts as they mature, and (e) such Person is not insolvent within the
meaning of any applicable Requirements of Law. For purposes of this definition, (i) "debt" means liability on a "claim", and (ii) "claim" means any (x) right to payment, whether
or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an
equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or
unmatured, disputed, undisputed, secured or unsecured.

"Specified Change of Control": (i) a "Change of Control" as defined in the Senior Subordinated Note Indenture or
(ii) such term or any similar term in any other document relating to Indebtedness in an aggregate outstanding principal amount in excess of $25,000,000 permitted under Section 7.2(f),
7.2(k), 7.2(n) or 7.2(o).

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"Specified Hedge Agreement": any Hedge Agreement (a) entered into by (i) either of the Borrowers or any of their respective
Subsidiaries and (ii) any Lender or any affiliate thereof or any Person that was a Lender or any affiliate thereof when such Hedge Agreement was entered into, as counterparty and
(b) which has been designated by such Lender and Regal, by notice to the Administrative Agent not later than 90 days after the execution and delivery thereof by Holdings or such
Subsidiary, as a Specified Hedge Agreement;providedthat the designation of any Hedge Agreement as a Specified Hedge Agreement shall not create in
favor of any Lender or affiliate thereof that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Guarantee
and Collateral Agreement.

"Sponsors": collectively, OCM Principal Opportunities Fund II, L.P. and The Anschutz Corporation.

"Subordinated Debt": at any date, the aggregate principal amount of all Funded Debt of Holdings and its Restricted Subsidiaries at such
date that is incurred, assumed or permitted to exist pursuant to Section 7.2(d) (to the extent such Funded Debt is subordinated to the Obligations of the Borrowers and the Guarantors to
the same extent as the obligations of the Borrowers and the Guarantors in respect of the Senior Subordinated Notes are subordinated to the Obligations), 7.2(f), 7.2(k) or 7.2(n), determined on
a consolidated basis in accordance with GAAP.

"Subsidiary": as to any Person, a corporation, partnership, limited liability company or other entity of which such Person:
(a) owns shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity and/or (b) controls the management, directly or indirectly through
one or more intermediaries. Unless otherwise qualified, all references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of Regal.

"Subsidiary Guarantor": each Subsidiary of Regal other than (i) Clark Regal LLC, (ii) Green Hills Commons, LLC,
(iii) any Unrestricted Subsidiary, (iv) any new Subsidiary created or acquired after the Restatement Effective Date that is not required to become a Subsidiary Guarantor pursuant to
Section 6.10(c), and (v) any Excluded Foreign Subsidiary.

"Syndication Agent": as defined in the preamble hereto.

"Synthetic Lease Obligations": all monetary obligations of a Person under (a) a so-called synthetic,
off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations which do not appear on the balance sheet of such Person but
which, upon the insolvency or bankruptcy of such Person, would be characterized as the Indebtedness of such Person (without regard to accounting treatment).

"Taking": a taking or voluntary conveyance during the term of this Agreement of all or part of any Mortgaged Property, or any interest
therein or right accruing thereto or use thereof, as the result of, or in settlement of, any condemnation or other eminent domain proceeding by any Governmental Authority affecting a Mortgaged
Property or any portion thereof, whether or not the same shall have actually been commenced.

"Term Loan Prepayment Amount": as defined in Section 2.18(d).

"Term Loans": the Tranche D Term Loans.

"Term Notes": the Tranche D Term Notes.

"Third Restatement Effective Date": the first date on which all of the conditions precedent set forth in Section 5.1 have been
satisfied.

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"Total Revolving Credit Commitments": at any time, the aggregate amount of the Revolving Credit Commitments then in effect; providedthat the amount of the Total
Revolving Credit Commitments on the Third Restatement Effective Date shall be $145,000,000.

"Total Revolving Extensions of Credit": at any time, the aggregate amount of the Revolving Extensions of Credit of the Revolving Credit
Lenders outstanding at such time.

"Tranche B Proceeds Note": the Tranche B Proceeds Note executed and delivered by Regal on the Original Closing Date, substantially
in the form of Exhibit L-2, as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with this Agreement.

"Tranche D Term Loan": as defined in Section 2.1.

"Tranche D Term Loan Commitment": as to any Tranche D Term Loan Lender, the obligation of such Lender, if any, to make a Tranche D Term
Loan to the Borrowers hereunder in a principal amount not to exceed the amount set forth under the heading "Tranche D Term Loan Commitment" opposite such Lender's name on Schedule 1 to the
Lender Addendum delivered by such Lender, or, as the case may be, in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be changed from time to time
pursuant to the terms hereof;providedthat the original aggregate amount of the Tranche D Term Loan Commitments is $523,125,000.

"Tranche D Term Loan Lender": each Lender that has a Tranche D Term Loan Commitment or which is the holder of a Tranche D Term Loan.

"Tranche D Term Loan Percentage": as to any Tranche D Term Loan Lender at any time, the percentage which such Lender's Tranche D Term Loan
Commitment then constitutes of the aggregate Tranche D Term Loan Commitments (or, at any time after the Third Restatement Effective Date, the percentage which the aggregate principal amount of such
Lender's Tranche D Term Loans then outstanding constitutes of the aggregate principal amount of the Tranche D Term Loans then outstanding).

"Tranche D Term Notes": as defined in Section 2.8(d).

"Transferee": as defined in Section 10.14.

"Type": as to any Loan, its nature as a Base Rate Loan or a Eurodollar Loan.

"UA": the company or companies consisting of the United Artists Theatre business.

"UA Pass-Through Certificates": the Pass Through Certificates issued pursuant to the Pass Through Trust Agreement dated as of
December 13, 1995 between United Artists Theatre Circuit, Inc., as Tenant, and Fleet National Bank of Connecticut, as Pass Through Trustee.

"UCC": the Uniform Commercial Code as in effect in the applicable jurisdiction from time to time.

"Unrestricted Subsidiary": any Subsidiary of Holdings that does not directly, indirectly, or beneficially own, hold or lease any Capital
Stock of, subordinated Indebtedness of, or own, or hold any Lien on, any Property of, Holdings or any of its Restricted Subsidiaries (or any direct holding company parent of Holdings) and that, at the
time of determination, shall be an Unrestricted Subsidiary (as designated by the board of directors of Holdings or Regal, as applicable, and of which the Administrative Agent is notified); provided,
that such Subsidiary at the time of such designation (a) has no Indebtedness other than Non-Recourse Debt permitted
hereunder; (b) is not a party to any agreement, contract, arrangement or understanding with Holdings or any of its Subsidiaries unless the terms of any such agreement, contract, arrangement or
understanding are no less favorable to Holdings or such Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not Affiliates of Holdings; (c) is a
Person as to which none of Holdings or any of its Restricted

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Subsidiaries
has any direct or indirect obligation (x) to subscribe for additional Capital Stock or (y) to maintain or preserve such Person's financial condition or to cause such Person
to achieve any specified level of operating results; and (d) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Holdings or any of its
Restricted Subsidiaries. The board of directors of Regal or Holdings, as applicable, may designate any Unrestricted Subsidiary (including, without limitation, any affiliate that becomes an
Unrestricted Subsidiary after the Restatement Effective Date) to be a Restricted Subsidiary;providedthat no Default or Event of Default is existing or
will occur as a consequence thereof. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary (or is redesignated by the board of
directors of Regal or Holdings as a Restricted Subsidiary), it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement (and shall be a Restricted Subsidiary), any
Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of Holdings as of such date and any Investments in such Subsidiary shall be deemed to be Investments in a
Restricted Subsidiary of Holdings as of such date (and, if such Indebtedness or Investments are not permitted to be incurred hereunder the Borrowers shall be in default under this Agreement).
Restricted Subsidiaries of Holdings may not thereafter be designated as Unrestricted Subsidiaries.

"Wholly Owned Subsidiary": as to any Person, all of the Capital Stock of which (other than directors' qualifying shares required by law)
is owned by another Person directly and/or through other Wholly Owned Subsidiaries of such other Person.

"Wholly Owned Subsidiary Guarantor": any Subsidiary Guarantor that is a Wholly Owned Subsidiary of Holdings.

1.2Other Definitional Provisions.(a) Unless otherwise specified therein or herein, all terms defined in
this Agreement shall have the definitions set forth herein when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.



1.3Interrelationship with the Second Restated Credit Agreement.(a) As stated in the preamble hereof,
this Agreement is intended to amend and restate the provisions of the Second Restated Credit Agreement and, except as expressly modified herein, (x) all of the terms and provisions of the
Second Restated Credit Agreement shall continue to apply for the period prior to the Third Restatement Effective Date, including any determinations of payment dates, interest rates, compliance with
covenants and other obligations, accuracy of representations and warranties, Events of Default or any

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amount
that may be payable to the Administrative Agent or the Lenders (or their assignees or replacements hereunder), and (y) the obligations under the Second Restated Credit Agreement shall
continue to be paid or prepaid on or prior to the Third Restatement Effective Date, and shall from and after the Third Restatement Effective Date continue to be owing and be subject to the terms of
this Agreement. All references in the Notes and the other Loan Documents and Exhibits hereto and thereto to (i) the "Credit Agreement" shall be deemed to include references to this Agreement
and (ii) the "Lenders" or a "Lender" or the "Administrative Agent" shall mean such terms as defined in this Agreement. As to all periods occurring on or after the Third Restatement Effective
Date, all of the covenants set forth in the Second Restated Credit Agreement shall be of no further force and effect (with respect to such periods), it being understood that (x) all obligations
of the Borrowers under the Second Restated Credit Agreement shall be governed by this Agreement from and after the Third Restatement Effective Date and (y) the terms, provisions and covenants
contained in the Second Restated Credit Agreement shall continue to apply for all periods prior to the Third Restatement Effective Date, and the effectiveness of this Agreement shall not excuse or
waive any failure to comply with any of the terms, provisions or covenants contained in the Second Restated Credit Agreement for any period prior to the Third Restatement Effective Date. References
herein to this "Agreement" or in the other Loan Documents to the "Credit Agreement" shall refer to this Agreement, as in effect prior to the Third Restatement Effective Date, as amended and restated
on the Third Restatement Effective Date and subsequently amended, restated, supplemented or otherwise modified.



1.4Confirmation of Existing Obligations.The Borrowers hereby reaffirm and admit the validity and
enforceability of this Agreement and the other Loan Documents and all of their respective obligations hereunder and thereunder and agree and admit that, as of the date hereof, they have no defenses
to, or offsets or counterclaims against, any of their respective obligations to the Secured Parties under the Loan Documents of any kind whatsoever.

1.5Confirmation/Ratification of the Tranche D Term Loans.The Borrowers hereby agree that, as of the Third
Restatement Effective Date, they are fully and truly indebted to the Tranche D Term Loan Lenders for the full amount of the Tranche D Term Loans stated herein. Furthermore, without limiting any of the
other provisions of this Agreement, the Borrowers agree that (i) the loans made to the
Borrowers by the Tranche D Term Loan Lenders shall be subject to and shall benefit from all of the provisions of this Agreement and the other Loan Documents applicable to the Tranche D Term Loans and
the Loans hereunder and thereunder, (ii) the Tranche D Term Loan Lenders are "Lenders" hereunder and under the other Loan Documents and (iii) the unpaid principal of and interest on the
Tranche D Term Loans are "Obligations" hereunder and under the other Loan Documents.

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

2.1Tranche D Term Loan Commitments.(a) Subject to the terms and conditions hereof, each Tranche D Term
Loan Lender severally agrees to make a loan (or pursuant to Section 2.1(b), elects to convert all or a portion of such Lender's Existing Tranche C Term Loans and/or Existing Tranche D Term
Loans into a loan) (each such loan or conversion, a "Tranche D Term Loan") to the Borrowers on the Third Restatement Effective Date in an amount not to
exceed the amount of the Tranche D Term Loan Commitment of such Lender. The Tranche D Term Loans may from time to time be Eurodollar

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Loans
or Base Rate Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.3 and 2.13.



2.2Procedure for Tranche D Term Loan Borrowing.The entire amount of the Tranche D Term Loans shall be made in
a single borrowing on the Third Restatement Effective Date. A Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to
10:00 A.M., New York City time, one Business Day prior to the anticipated Third Restatement
Effective Date) requesting that the Tranche D Term Loan Lenders make the Tranche D Term Loans on the Third Restatement Effective Date and specifying the amount to be borrowed. The Tranche D Term Loans
made (or deemed made) on the Third Restatement Effective Date shall initially be Base Rate Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each Tranche D Term Loan
Lender thereof. Not later than 12:00 Noon, New York City time, on the Third Restatement Effective Date each Tranche D Term Loan Lender shall make available to the Administrative Agent at the Funding
Office an amount in immediately available funds equal to the Tranche D Term Loans to be made by such Lender, except to the extent such Lender elects to convert Existing Tranche C Term Loans and/or
Existing Tranche D Term Loans into Tranche D Term Loans pursuant to Section 2.1(b). The Administrative Agent shall apply the aggregate of the amounts made available to the Administrative Agent
by the Tranche D Term Loan Lenders to the prepayment of Existing Tranche C Term Loans and Existing Tranche D Term Loans for the account of the Borrowers.

2.3Repayment of Tranche D Term Loans.The Tranche D Term Loan of each Tranche D Term Loan Lender shall mature
in 24 consecutive quarterly installments, commencing on September 30, 2003, each of which shall be in an amount equal to such Lender's Tranche D Term Loan Percentage

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multiplied
by the amount set forth below opposite such installment (with the final maturity of the Tranche D Term Loans being June 30, 2009):

Installment

Principal AmountSeptember 30, 2003

$
6,750,000.00December 31, 2003

$
6,750,000.00March 31, 2004

$
6,750,000.00June 30, 2004

$
6,750,000.00September 30, 2004

$
6,750,000.00December 31, 2004

$
6,750,000.00March 31, 2005

$
6,750,000.00June 30, 2005

$
6,750,000.00September 30, 2005

$
6,750,000.00December 31, 2005

$
6,750,000.00March 31, 2006

$
6,750,000.00June 30, 2006

$
6,750,000.00September 30, 2006

$
6,750,000.00December 31, 2006

$
6,750,000.00March 31, 2007

$
46,125,000.00June 30, 2007

$
46,125,000.00September 30, 2007

$
46,125,000.00December 31, 2007

$
46,125,000.00March 31, 2008

$
3,937,500.00June 30, 2008

$
3,937,500.00September 30, 2008

$
59,062,500.00December 31, 2008

$
59,062,500.00March 31, 2009

$
59,062,500.00June 30, 2009

$
59,062,500.00


2.4[Intentionally Omitted.]

2.5Revolving Credit Commitments.(a) Subject to the terms and conditions hereof, each Revolving Credit
Lender severally agrees to make revolving credit loans ("Revolving Credit Loans") to the Borrowers from time to time during the Revolving Credit
Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender's Revolving Credit Percentage of the sum of the L/C Obligations then outstanding does
not exceed the amount of such Lender's Revolving Credit Commitment. During the Revolving Credit Commitment Period the Borrowers may use the Revolving Credit Commitments by borrowing, prepaying the
Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Credit Loans may from time to time be Eurodollar Loans or Base Rate
Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.6 and 2.13,providedthat no
Revolving Credit Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Scheduled Revolving Credit Termination Date.



2.6Procedure for Revolving Credit Borrowing.The Borrowers may borrow under the Revolving Credit Commitments
during the Revolving Credit Commitment Period on any Business Day,providedthat the applicable Borrower shall give the Administrative Agent irrevocable
notice in a Notice of Borrowing (which Notice of Borrowing must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested
Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of

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Base
Rate Loans), specifying (i) the amount and Type of Revolving Credit Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the
length of the initial Interest Period therefor. Each borrowing under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, $1,000,000 or a multiple
in excess thereof (or, if the then aggregate Available Revolving Credit Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $3,000,000 or a
multiple of $1,000,000 in excess thereof. Upon receipt of any such Notice of Borrowing from a Borrower, the Administrative Agent shall promptly notify each Revolving Credit Lender thereof. Each
Revolving Credit Lender will make the amount of itspro ratashare of each borrowing available to the Administrative Agent for the account of the
applicable Borrower at the Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by such Borrower in funds immediately available to the Administrative Agent. Such
borrowing will then be made available to the applicable Borrower by the Administrative Agent in like funds as received by the Administrative Agent.

2.7Repayment of Loans.The Borrowers hereby unconditionally promise to pay to the Administrative Agent for the
account of the appropriate Revolving Credit Lender or Tranche D Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit
Lender on the Revolving Credit Termination Date (or such earlier date on which the Loans become due and payable pursuant to Section 8), and (ii) the principal amount of each Tranche D
Term Loan of such Tranche D Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3, as such amortization schedule may be modified pursuant to
Section 2.18(e) (or on such earlier date on which the Loans become due and payable pursuant to Section 8). The Borrowers hereby further agree to pay interest on the unpaid
principal amount of the Loans from time to time outstanding from the Restatement Effective Date (or, in the case of the Tranche D Term Loans, from the Third Restatement Effective Date) until payment
in full thereof at the rates per annum, and on the dates, set forth in Section 2.15.

2.8Evidence of Indebtedness.(a) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing indebtedness of the Borrowers to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid
to such Lender from time to time under this Agreement.



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2.9Commitment Fees, etc.(a) The Borrowers agree to pay to the Administrative Agent for the account of
each Revolving Credit Lender a commitment fee for the period from and including the Restatement Effective Date to the last day of the Revolving Credit Commitment Period, computed at the Commitment Fee
Rate on the average daily amount of the Available Revolving Credit Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the last day of each March,
June, September and December and on the Revolving Credit Termination Date, commencing on the first of such dates to occur after the Restatement Effective Date.



2.10Termination or Reduction of Revolving Credit Commitments.The Borrowers shall have the right, upon not less
than three Business Days' notice to the Administrative Agent, to terminate the Revolving Credit Commitments or, from time to time, to reduce the amount of the Revolving Credit
Commitments;providedthat no such termination or reduction of Revolving Credit Commitments shall be permitted if, after giving effect thereto and to
any prepayments of the Revolving Credit Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Credit Commitments. Any such reduction shall
be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Credit Commitments then in effect.

2.11Optional Prepayments.The Borrowers may at any time and from time to time prepay the Loans, in whole or in
part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent (i) if such prepayment is to occur on the Third Restatement Effective Date, on the Third
Restatement Effective Date, (ii) if such prepayment shall occur in connection with the incurrence of Indebtedness pursuant to a Permitted Secured Refinancing (other than in connection with any
prepayment made pursuant to a Qualified Offer, which prepayment shall occur in accordance with Section 7.2(m)(E)(i)), Permitted Subordinated Refinancing or Permitted Senior Refinancing, on or
prior to the date of such incurrence of Indebtedness, and (iii) if such prepayment is to occur at any other time, at least three Business Days prior thereto in the case of Eurodollar Loans and
at least one Business Day prior thereto in the case of Base Rate Loans. Such notice shall (i) designate whether the Borrowers are prepaying Revolving Credit Loans, Existing Tranche C Term
Loans, Existing Tranche D Term Loans and/or Tranche D Term Loans and (ii) specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans; provided,
that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrowers shall also
pay any amounts owing pursuant to Section 2.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the
amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans (unless all Revolving Credit Loans are being repaid
and the Revolving Credit Commitments terminated) that are Base Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Tranche D Term Loans and Revolving Credit Loans
shall be in an aggregate principal amount of $1,000,000 or a multiple in excess thereof. For the avoidance of doubt, proceeds of any transaction that are required pursuant to this Agreement to be
applied to prepay Loans and reduce Commitments may, at the election of the Borrowers (except for any prepayment made pursuant to a Qualified Offer, which shall be applied as set forth in the
definition of "Qualified Offer Prepayment Amount"), be utilized to make voluntary prepayments under this Section 2.11 on the date such Net Cash Proceeds are received by the Borrowers; providedthat
such prepayment shall be made in the manner set forth in Section 2.12(e), but

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without
being subject to the requirements of Section 2.18(d) unless requested in writing by the Borrowers. To the extent Tranche D Term Loans have been prepaid by the Borrowers pursuant
to this Section 2.11 (other than in connection with (x) any Permitted Secured Refinancing, Permitted Subordinated Refinancing or Permitted Senior Refinancing or (y) any Asset Sale
or Recovery Event subject to the requirements of Section 2.12(c)), the Borrowers may incur an additional term loan (or an add-on or sub-facility to the existing Tranche
D Term Loan) in a principal amount not to exceed the amount of such prepayments (such additional term loan, add-on or sub-facility, the "Reload Term
Loan Addition") to be created under this Agreement on terms to be agreed upon by the Borrowers, either Arranger and the lenders under such Reload Term Loan Addition.
Notwithstanding anything to the contrary in the immediately preceding sentence, the Administrative Agent shall execute any amendment implemented pursuant to this Section 2.11 that is otherwise
permitted under this Agreement. Such Reload Term Loan Addition may be implemented and conforming amendments made to this Agreement (which may be in the form of an amendment and restatement) and other
Loan Documents to reflect its implementation and the terms thereof without the consent of any Lender, including, without limitation, conforming amendments (i) to provide for the Reload Term
Loan Addition to share ratably in the benefits of this Agreement and the other Loan Documents (including the accrued interest and fees in respect thereof) with the Tranche D Term Loans and Revolving
Extensions of Credit, (ii) to Sections 2.12 and 2.18, as applicable, to provide, among other things, for the Reload Term Loan Addition to share ratably with or with preference to the
Tranche D Term Loans in the application of mandatory prepayments or otherwise to share ratably with or with preference to the Revolving Extensions of Credit, (iii) to provide an amortization
schedule for the Reload Term Loan Addition, and (iv) to include appropriately the
Lenders holding the Reload Term Loan Addition in any determination of the Required Lenders, Required Prepayment Lenders and Majority Facility Lenders, it being understood that no Lender or Agent is
committed or obligated to participate in such Reload Term Loan Addition unless it agrees to do so in the document or agreement implementing such Reload Term Loan Addition.

2.12Mandatory Prepayments and Commitment Reductions.(a) [Intentionally
Omitted.]



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2.13Conversion and Continuation Options.(a) The Borrowers may elect from time to time to convert
Eurodollar Loans to Base Rate Loans by giving the Administrative Agent at least three

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Business
Days' prior irrevocable notice of such election,providedthat any such conversion of Eurodollar Loans may only be made on the last day of an
Interest Period with respect thereto. The Borrowers may elect from time to time to convert Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior
irrevocable notice of such election (which notice shall specify the length of the initial Interest Period therefor),providedthat no Base Rate Loan
under a particular Facility may be converted into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in
respect of such Facility have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the final scheduled termination or
maturity date of such Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.



2.14Minimum Amounts and Maximum Number of Eurodollar Tranches.Notwithstanding anything to the contrary in this
Agreement, all borrowings, conversions, continuations and optional prepayments of Eurodollar Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made
pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal to $3,000,000 or a
whole multiple of $1,000,000 in excess thereof and (b) no more than fifteen Eurodollar Tranches shall be outstanding at any one time.

2.15Interest Rates and Payment Dates.(a) Each Eurodollar Loan shall bear interest for each day during
each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin.



31

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2.16Computation of Interest and Fees.(a) Interest, fees and commissions payable pursuant hereto shall
be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to Base Rate Loans the rate of interest on which is calculated on the basis of
the Prime Rate, the interest thereon shall be calculated on the basis of a 365-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the
Borrowers and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the Base Rate or the Eurocurrency Reserve
Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrowers and the
relevant Lenders of the effective date and the amount of each such change in interest rate.



2.17Inability to Determine Interest Rate.If prior to the first day of any Interest Period:



the
Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurodollar
Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made
as Base Rate Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as Base Rate Loans
and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then current Interest Period with respect thereto, to Base Rate Loans. Until such
notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrowers have the right to convert
Loans under the relevant Facility to Eurodollar Loans.

2.18Pro Rata Treatment and Payments.(a) Each borrowing by a Borrower from the Lenders hereunder, each
payment by a Borrower on account of any commitment fee and any reduction of the Commitments of the Lenders shall be madepro rataaccording to the
respective Tranche D Term Loan Percentages or Revolving Credit Percentages, as the case may be, of the relevant Lenders. Subject to Section 2.18(c), each payment (other than prepayments) in
respect of principal or interest in respect of the Loans, and each payment in respect of fees or expenses payable hereunder shall be applied to the amounts of such obligations owing to the Lenders pro rataaccording to the respective amounts then due and owing to the Lenders. The application of any prepayment pursuant to this Section 2.18
shall be made,first, to Base Rate Loans and,second, to Eurodollar Loans.

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2.19Requirements of Law.(a) If the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made
subsequent to the Restatement Effective Date:



34

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and
the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar
Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrowers shall promptly pay such Lender, upon its
demand, any additional amounts necessary to compensate such Lender on an after-tax basis for such increased cost or reduced amount receivable. If any Lender becomes entitled to claim any
additional amounts pursuant to this Section, it shall promptly notify the Borrowers (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.



2.20Taxes.(a) All payments made by the Borrowers under this Agreement or any other Loan Document shall
be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net income taxes, taxes imposed on or measured by overall gross receipts and
franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent or such Lender
(or Transferee) and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely
from the Administrative Agent's or such Lender's (or Transferee's) having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan
Document). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded
Taxes") are required to be withheld from any amounts payable to the Administrative Agent or any Lender (or Transferee) hereunder, the amounts so payable to the Administrative
Agent or such Lender (or Transferee) shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (or Transferee) (after payment of all Non-Excluded
Taxes) interest or any such other amounts that would have been received hereunder had such withholding not been required;provided, however, that a
Borrower or a Guarantor shall not be required to increase any such amounts payable to the Administrative Agent or any Lender (or
Transferee) with respect to any

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Non-Excluded
Taxes (i) that are attributable to the Administrative Agent's or such Lender's (or Transferee's) failure to comply with the requirements of
paragraph (f) of this Section, or (ii) that are United States withholding taxes imposed on amounts payable to the Administrative Agent or such Lender (or Transferee) at the time
the Administrative Agent or such Lender (or Transferee) becomes a party to this Agreement, except to the extent that the Administrative Agent's or such Lender's (or Transferee's) assignor (if any) was
entitled, at the time of assignment, to receive additional amounts from a Borrower or a Guarantor with respect to such Non-Excluded Taxes pursuant to this Section 2.20(a). The
Borrowers or the applicable Guarantor shall make any required withholding and pay the full amount withheld to the relevant tax authority or other Governmental Authority in accordance with applicable
Requirements of Law.



36

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2.21Indemnity.The Borrowers agree to indemnify each Lender and to hold each Lender harmless from any loss or
expense that such Lender may sustain or incur as a consequence of (a) default by any Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after such Borrower
has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by any Borrower in making any prepayment after such Borrower has given a notice thereof
in accordance with the provisions of this Agreement or (c) the making of a prepayment or conversion of Eurodollar Loans on a day that is not the last day of an Interest Period with respect
thereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, converted or
continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or
continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the
Applicable Margin included therein, if any)over(ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to
such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. A certificate and supporting documentation as to any amounts
payable pursuant to this Section submitted to the Borrowers by any Lender shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and
the payment of the Loans and Letters of Credit and all other amounts payable hereunder.

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2.22Illegality.Notwithstanding any other provision herein, if the adoption of or any change in any Requirement
of Law or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by this Agreement, (a) the commitment of such
Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and convert Base Rate Loans to Eurodollar Loans shall forthwith be canceled and (b) such Lender's Loans then
outstanding as Eurodollar Loans, if any, shall be converted automatically to Base Rate Loans on the respective last days of the then current Interest Periods with respect to such Loans or
within such earlier period as required by law. If any such conversion of a Eurodollar Loan occurs on a day which is
not the last day of the then current Interest Period with respect thereto, the Borrowers shall pay to such Lender such amounts, if any, as may be required pursuant to Section 2.21.

2.23Change of Lending Office.Each Lender agrees that, upon the occurrence of any event giving rise to the
operation of Section 2.19, 2.20(a) or 2.22 with respect to such Lender, it will, if requested by the Borrowers, use reasonable efforts (subject to overall policy considerations of such
Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event;provided,
that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided,further, that nothing in this Section shall affect or postpone any of the obligations
of any Borrowers or the rights of any Lender pursuant to Section 2.19, 2.20(a) or 2.22.

SECTION 3. LETTERS OF CREDIT

3.1L/C Commitment.(a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on
the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit ("Letters of Credit")
for the account of either of the Borrowers or any other Loan Party on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing
Lender;providedthat the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the
L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero. Each Letter of Credit shall (i) be
denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which is five Business Days prior to the
Scheduled Revolving Credit Termination Date,providedthat any Letter of Credit with a one-year term may provide for the automatic renewal
thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Letters of Credit shall only be issued hereunder to support
the business of Regal and its Subsidiaries.



3.2Procedure for Issuance of Letter of Credit.A Borrower may from time to time request that the Issuing Lender
issue a Letter of Credit by delivering to the Issuing Lender and the Administrative Agent at their respective address for notices specified herein an Application therefor, completed to the
satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may request. Upon receipt of any Application, the Issuing Lender will
process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue
the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application
therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may
be agreed to by the

38

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Issuing
Lender and the applicable Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the applicable Borrower promptly following the issuance thereof. The Issuing Lender
shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

3.3Fees and Other Charges.(a) The Borrowers will pay a fee on the aggregate drawable amount of each
outstanding Letter of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Credit Facility, shared ratably among the Revolving
Credit Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of such Letter of Credit. In addition, the Borrowers shall pay to the Issuing Lender for its own
account a fronting fee on the aggregate drawable amount of each outstanding Letter of Credit of 1/4 of 1% per annum, payable quarterly in arrears on each L/C Fee Payment Date after the
issuance date of such Letter of Credit.



3.4L/C Participations.(a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C
Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing
Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Percentage in the Issuing
Lender's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably
agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrowers in accordance with the terms of this
Agreement, such L/C Participant shall pay to the Issuing Lender, regardless of the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions
specified in Section 5, upon demand, at the Issuing Lender's address for notices specified herein an
amount equal to such L/C Participant's Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed.



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3.5Reimbursement Obligation of the Borrowers.The Borrowers agree to reimburse the Issuing Lender on each date
on which the Issuing Lender notifies the Borrowers of the date and amount of a draft presented under any Letter of Credit and paid by the Issuing Lender for the amount of (a) such draft so paid
and (b) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and
(b) in respect of any drawing, collectively, the "Payment Amount"). Each such payment shall be made to the Issuing Lender at its address for
notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing
until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.15(b) and (ii) thereafter,
Section 2.15(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 8(f) shall have
occurred and be continuing with respect to either of the Borrowers, in which case the procedures specified in Section 3.4 for funding by L/C Participants shall apply) constitute a request by
the Borrowers to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate
Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to
Section 2.5 if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of Credit.

3.6Obligations Absolute.The Borrowers' obligations under this Section 3 shall be absolute and
unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrowers may have or have had against the Issuing Lender, any beneficiary of
a Letter of Credit or any other Person. The Borrowers also agree with the Issuing Lender that the Issuing Lender shall not be responsible for, and the Borrowers' Reimbursement Obligations under
Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid,
fraudulent or forged, or any dispute between or among the Borrowers and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims
whatsoever of the Borrowers against any beneficiary of such Letter of Credit or any such transferee. The Issuing Lender shall not be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit. The Borrowers agree that any action taken or omitted by the Issuing Lender
under or in connection with any Letter of Credit or the related drafts or documents, if done in accordance with the standards or care specified in the UCC of the State of New York, shall be binding on
the Borrowers and shall not result in any liability of the Issuing Lender to the Borrowers.

3.7Letter of Credit Payments.If any draft shall be presented for payment under any Letter of Credit, the
Issuing Lender shall promptly notify the Borrowers of the date and amount thereof. The responsibility of the Issuing Lender to the Borrowers in connection with any draft presented for payment under
any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under
such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit.

3.8Applications.To the extent that any provision of any Application related to any Letter of Credit is
inconsistent with the provisions of this Section 3, the provisions of this Section 3 shall apply.

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SECTION 4. REPRESENTATIONS AND WARRANTIES

To
induce the Arrangers, the Agents and the Lenders to enter into this Agreement and to make the Loans and issue or participate in the Letters of Credit, each Borrower hereby represents
and warrants to the Arrangers, each Agent and each Lender that:

4.1Financial Condition.(a) The unauditedpro formaconsolidated balance sheet of Holdings and its consolidated Subsidiaries as at June 27, 2002 (the "Balance Sheet"), copies of which have
heretofor been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the Loans outstanding after giving effect to any Loans to be made
on the Restatement Effective Date and the use of proceeds thereof and (ii) the payment of fees and expenses in connection with the foregoing.



4.2No Change.As of the Restatement Effective Date and since December 27, 2001, there has been no
development or event (other than the filing and prosecution of the Bankruptcy Case) that has had or could reasonably be expected to have a Material Adverse Effect. Since the Original Closing Date,
there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect.

4.3Corporate Existence; Compliance with Law.Each of Holdings and its Subsidiaries (a) is duly
organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its
Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the
laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law
except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

4.4Corporate Power; Authorization; Enforceable Obligations.Each Loan Party has the requisite power and
authority, and the legal right, to make, deliver and perform the Loan Documents to which it

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is
a party and, in the case of the Borrowers, to borrow hereunder. Each Loan Party has taken all necessary corporate action to authorize the execution, delivery and performance of the Loan Documents
to which it is a party and, in the case of the Borrowers, to authorize the borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act
by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of
this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described inSchedule 4.4.which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and (ii) the filings referred to in Section 4.19. Each Loan Document has
been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding
obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at
law).

4.5No Legal Bar.The execution, delivery and performance of this Agreement, the other Loan Documents, the
Regal-Holdings Notes and the Senior Subordinated Note Documentation, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any
Requirement of Law or any Contractual Obligation of Holdings or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties
or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Loan Documents). No Requirement of Law or Contractual Obligation applicable to
Holdings or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

4.6No Material Litigation.



4.7No Default.Neither Holdings nor any of its Subsidiaries is in default under or with respect to any of its
Contractual Obligations in any respect that could reasonably be expected to have a Material Adverse Effect, except that no representation is made with respect to the matters described on Schedule 4.6.No Default or Event of Default has occurred and is continuing.

4.8Ownership of Property; Liens.Each of the Borrowers and each of their respective Restricted Subsidiaries is
the sole owner of, legally and beneficially, and has good, marketable and insurable title in fee simple to, or a valid leasehold interest in, all its Real Estate, and good title to, or a valid
leasehold interest in, all its other Property, and none of such Property is subject to any claims, liabilities, obligations, charges or restrictions of any kind, nature or description except as
appears of record, or to any Lien except for any Permitted Lien. None of the Pledged Stock is subject to any Lien except for Permitted Liens.

4.9Intellectual Property.(a) Holdings and each of its Restricted Subsidiaries owns, or is licensed to
use, all material Intellectual Property necessary for the conduct of its business as currently conducted. Except as described onSchedule 4.6.no
material claim has been asserted or is pending by

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any
Person challenging or questioning the use of any Intellectual Property or the validity or effectiveness of any Intellectual Property, nor does either of the Borrowers know of any valid basis for
any such claim, except with respect to claims that could not reasonably be expected to have a Material Adverse Effect. The use of Intellectual Property by Holdings and its Restricted Subsidiaries does
not infringe on the rights of any Person in any material respect, except with respect to the matters described onSchedule 4.6, or with respect
to any matter that could not be reasonably expected to have a Material Adverse Effect.



4.10Taxes.Each Borrower and each of its respective Subsidiaries has filed or caused to be filed all federal,
state and other tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its Property and all other
taxes, fees or other charges imposed on it or any of its Property by any Governmental Authority, in each case prior to delinquency (other than any taxes, the amount or validity of which are currently
being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of such Borrower or Subsidiary, as the case may be);
the contents of all such material tax returns are correct and complete in all material respects, no tax Lien has been filed (other than with respect to real property taxes and assessments which are
not yet delinquent), and, to the knowledge of the Borrowers, no claim is being asserted, with respect to any such tax, fee or other charge, other than with respect to taxes that are not yet due and
payable.

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4.11Federal Regulations.No part of the proceeds of the Loans or Letters of Credit will be used for
purchasing
or carrying any "margin stock" (within the meaning of Regulation U) or for the purpose of purchasing, carrying or trading in any securities under such circumstances as to involve the Borrowers
in a violation of Regulation X or to involve any broker or dealer in a violation of Regulation T. No indebtedness being reduced or retired out of the proceeds of the Loans or Letters of
Credit was or will be incurred for the purpose of purchasing or carrying any "margin stock" (within the meaning of Regulation U). Following application of the proceeds of the Loans and Letters
of Credit, "margin stock" (within the meaning of Regulation U) does not constitute more than 25% of the value of the assets of Holdings and its consolidated Subsidiaries. None of the
transactions contemplated by this Agreement (including, without limitation, the direct and indirect use of proceeds of the Loans and Letters of Credit) will violate or result in a violation of
Regulation T, Regulation U or Regulation X. If requested by any Lender or the Administrative Agent, the Borrowers will furnish to the Administrative Agent and each Lender a
statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1 referred to in Regulation U.

4.12Labor Matters.There are no strikes, stoppages, slowdowns or other labor disputes against Holdings or any
of its Subsidiaries pending or, to the knowledge of the Borrowers, threatened that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect. Hours worked by
and payment made to employees of Holdings and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters that
(individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect. All payments due from Holdings or any of its Subsidiaries on account of employee health and welfare
insurance that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect if not paid have been paid or accrued as a liability on the books of Holdings or the
relevant Subsidiary.

4.13ERISA.Neither a Reportable Event nor an "accumulated funding deficiency" (within the meaning of
Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect
to any Plan, and each Plan has complied in all material respects with all applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of
the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans)
did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a
material amount. Neither of the Borrowers nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to
result in a material liability under ERISA, and neither of the Borrowers nor any Commonly Controlled Entity would become subject to any material liability under ERISA if either of the Borrowers or any
such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this
representation is made or deemed made. No such Multiemployer Plan is in Reorganization or Insolvent.

4.14Investment Company Act; Other Regulations.No Loan Party is an "investment company", or a company
"controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. No Loan Party is subject to regulation under any Requirement of Law (other than
Regulation X) which limits or conditions its ability to incur Indebtedness.

4.15Subsidiaries.(a) The Subsidiaries listed on Schedule 4.15constitute all the Subsidiaries of each Borrower as
of the Third Restatement Effective Date. Schedule 4.15sets forth, as of the Third Restatement Effective Date, the name and jurisdiction of incorporation of each Subsidiary of the
Borrowers and, as to each such Subsidiary, the percentage and number of each class of Capital Stock

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owned
by Holdings and its Subsidiaries. As of the Third Restatement Effective Date, Holdings has no direct subsidiaries other than Regal.



4.16Use of Proceeds.The proceeds of the Revolving Credit Loans and the Letters of Credit shall be used by the
Borrowers and their Restricted Subsidiaries that are Loan Parties for general corporate purposes of the Borrowers and their Restricted Subsidiaries that are Loan Parties. The proceeds of the Tranche D
Term Loans shall be used to repay or replace Existing Tranche C Term Loans and Existing Tranche D Term Loans on the Third Restatement Effective Date.

4.17Environmental Matters.Other than as set forth on Schedule 4.17and exceptions to any of the following that could
not, individually or in the aggregate, reasonably be expected to result in a
Material Adverse Effect:



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4.18Accuracy of Information, etc.No statement or information contained in this Agreement, any other Loan
Document, the Confidential Information Memorandum (2002), the Confidential Information
Memorandum (2003) or any other document, certificate or statement furnished to the Arrangers, the Administrative Agent, the Syndication Agent, the Documentation Agent or the Lenders or any of them, by
or on behalf of Holdings or any of its Subsidiaries for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as of the date such statement,
information, document or certificate was so furnished (or, in the case of (a) the Confidential Information Memorandum (2002), as of the Restatement Effective Date and (b) the
Confidential Information Memorandum (2003), as of the Third Restatement Effective Date), when taken together with all other information so furnished, any untrue statement of a material fact or omitted
to state a material fact necessary in order to make the statements contained herein or therein not misleading. The projections andpro formafinancial
information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrowers to be reasonable at the time made, it being
recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial
information may differ materially from the projected results set forth therein. There is no fact known to any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect
that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and written statements furnished to the
Arrangers, the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

4.19Security Documents.(a) The Guarantee and Collateral Agreement is effective to create in favor of
the Administrative Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof. In
the case of the Pledged Stock, as of the date when any stock certificates representing such Pledged Stock were delivered to the Administrative Agent, and in the case of the other Collateral described
in the Guarantee and Collateral Agreement which is subject to perfection by the filing of financing statements, as of the date when financing statements in appropriate form were filed in the offices
specified onSchedule 4.19(a)-1the Lien and security interest granted pursuant to the Guarantee and Collateral Agreement
constituted, and such Lien and security interest continue to constitute, a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Collateral set
forth in the filings and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any
other Person (except Permitted Liens). As of the Restatement Effective Date,Schedule 4.19(a)-2lists each UCC financing statement
(other than UCC financing statements for the benefit of the Secured Parties) that (i) names any Loan Party as debtor and (ii) will remain on file after the Restatement Effective Date. Schedule 4.19(a)
-3lists each UCC financing statement that (i) names any Loan Party as debtor and (ii) will be
terminated of record on the Restatement Effective Date.



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4.20Solvency.Each Loan Party is, and after giving effect to the incurrence of all Indebtedness and obligations
being incurred in connection with the Loan Documents through and including the Restatement Effective Date, will be and will continue to be, Solvent.

4.21Senior Indebtedness.The Obligations (including, without limitation, the guarantee obligations of each
Guarantor under the Guarantee and Collateral Agreement) constitute "Senior Indebtedness" and "Permitted Indebtedness" under and as defined in the Senior Subordinated Note Indenture and the
documents relating to any Permitted Subordinated Indebtedness and any Permitted Subordinated Refinancing. The Liens of the Administrative Agent for the benefit of the Secured Parties on the Collateral
are permitted under the terms of the Senior Subordinated Note Indenture and the documents relating to any Permitted Subordinated Indebtedness, any Permitted Subordinated Refinancing and any
Permitted Senior Refinancing.

4.22Regulation H.No Mortgage encumbers improved real property which is located in an area that has been
identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of
1968.

4.23Insurance.The insurance policies currently maintained by Holdings and its Restricted Subsidiaries are with
insurers of recognized financial responsibility and cover such losses and risks in such amounts as are prudent and customary in the businesses in which they are engaged; and none of Holdings or any of
its Restricted Subsidiaries (i) has received notice from any insurer or agent of such insurer that substantial capital improvements or other material expenditures will have to be made in order
to continue such insurance or (ii) has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage
from similar insurers at a cost that could not reasonably be expected to have a Material Adverse Effect.

4.24Real Estate.(a) As of the Restatement Effective Date, Schedule 4.24(a)sets forth a true, complete and correct
list of all Real Estate used or occupied by Holdings or any of its Subsidiaries,
including, in the case of leases, the address, landlord name, lease date and lease expiration date. As of the Restatement Effective Date, the Borrowers have delivered to the Administrative Agent true,
complete and correct copies of all leases relating to the Mortgaged Properties.



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4.25Permits



4.26Leases



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4.27The Confirmation Order.The Confirmation Order is final, valid, subsisting and continuing and has not been
reversed, modified or amended and has not be stayed and is not subject to a motion to stay and is in full force and effect. All appeal periods relating to the Confirmation Order have expired, and no
appeal, contest or other certiorari proceeding with respect to the Confirmation Order is outstanding.

SECTION 5. CONDITIONS PRECEDENT

5.1Conditions to Effectiveness.The effectiveness of this amendment and restatement of the Second Restated
Credit Agreement and the making of the Tranche D Term Loans are subject to the fulfillment, to the satisfaction of CSFB, of each of the following conditions:



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5.2Conditions to Each Extension of Credit.The agreement of each Lender to make any extension of credit
requested to be made by it on any date is subject to the satisfaction of the following conditions precedent:



Each
borrowing by and issuance of a Letter of Credit on behalf of either of the Borrowers hereunder shall constitute a representation and warranty by each of the Borrowers as of the date of such
extension of credit that the conditions contained in this Section 5.2 have been satisfied.

SECTION 6. AFFIRMATIVE COVENANTS

Each
Borrower hereby 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, the Arrangers
or any

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Agent
hereunder, each Borrower shall and shall cause each of its respective Subsidiaries (or, where specified, Restricted Subsidiaries (and not Unrestricted Subsidiaries)) to:

6.1Financial Statements.Furnish to the Administrative Agent, with sufficient copies for each Lender:



all
such financial statements shall be complete and correct in all material respects when delivered and shall be prepared in reasonable detail and in accordance with GAAP applied consistently
throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein).

6.2Certificates; Other Information.Furnish to the Administrative Agent, with sufficient copies for each
Lender, or, in the case of clause (l), to the relevant Lender:



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6.3Payment of Obligations.To the extent not otherwise prohibited hereunder or prohibited by the subordination
or intercreditor provisions thereof, 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,
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
books of Holdings and its Restricted Subsidiaries, as the case may be and except, with
respect to obligations of Unrestricted Subsidiaries, to the extent the failure to pay, discharge or otherwise satisfy such obligations could not reasonably be expected to have a Material Adverse
Effect.

6.4Conduct of Business and Maintenance of Existence, etc.(a) (i) Preserve, renew and keep in
full force and effect its corporate existence and (ii) take all reasonable action to maintain all rights, privileges, franchises, Permits and licenses necessary or desirable in the normal
conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and except, in the case of clause (ii) above, to the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations (not incurred in violation hereof) and Requirements of Law except to the extent that
failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

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6.5Maintenance of Property; Leases; Insurance.(a) Keep all Property and systems useful and necessary
in
the business of Holdings and its Restricted Subsidiaries in good working order and condition, ordinary wear and tear excepted.



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6.6Inspection of Property; Books and Records; Discussions.(a) Keep proper books of records and account
in which full, true and correct entries in conformity with GAAP (or, in the case of any Foreign Subsidiary, generally accepted accounting principles in such Foreign Subsidiary's jurisdiction of
organization) and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) permit representatives of any Lender to visit and
inspect any of the properties of Holdings and its Restricted Subsidiaries and examine and, at the Borrowers' expense, make abstracts from any of the books and records of Holdings and its Restricted
Subsidiaries at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of Holdings and its Subsidiaries
with officers and employees of Holdings and its Restricted Subsidiaries and with their respective independent certified public accountants.

6.7Notices.Promptly give notice to the Administrative Agent and each Lender of:



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Each
notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the
applicable Borrower or the relevant Subsidiary proposes to take with respect thereto.

6.8Environmental Laws.(a) Comply in all material respects with, and use commercially reasonable efforts
to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and Environmental Permits, and obtain, maintain and comply in all material
respects with and maintain, and use commercially reasonable efforts to ensure that all tenants and subtenants, if any, obtain, maintain and comply in all material respects with and maintain, any and
all Environmental Permits.



6.9[Intentionally Omitted.]

6.10Additional Collateral, etc.(a) With respect to any personal Property acquired after the Restatement
Effective Date by Holdings or any of its Restricted Subsidiaries constituting any Additional Regal-Holdings Notes, any other possessory collateral required to be delivered to the Administrative Agent
pursuant to any other Section of this Agreement, any collateral accounts required to be created under this Agreement or any other Loan Document and any Property provided as replacement
Collateral
under Section 7.5, (but specifically excluding (x) any Collateral described in paragraphs (b), (c) or (d) of this Section 6.10, (y) any Collateral subject to
a Lien expressly permitted by Sections 7.3(f) and (g) (but only for so long as so subject) and (z) Collateral acquired by an Excluded Foreign Subsidiary) as to which the
Administrative Agent, for the benefit of the Secured Parties, does not have a perfected security interest, promptly (and, in any event, within 30 days following the date of such acquisition
(or, in the case of replacement Collateral contemplated by Section 7.5, within the time period set forth therein)): (i) execute and deliver to the Administrative Agent such amendments to
the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a
security interest in such Collateral and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority
security interest in such Collateral, including, without limitation, the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law
or as may be requested by the Administrative Agent.



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6.11Use of Proceeds.Use the proceeds of the Loans only for the purposes specified in Section 4.16.

6.12ERISA Documents.The Borrowers will cause to be delivered to the Administrative Agent, promptly upon the
Administrative Agent's request, any or all of the following: (i) a copy of each Plan (or, where any such Plan is not in writing, a complete description thereof) and, if applicable, related
trust agreements or other funding instruments and all amendments thereto, and all written interpretations thereof and written descriptions thereof that have been distributed to employees or former
employees of either of the Borrowers or any of their respective Subsidiaries; (ii) the most recent determination letter issued by the Internal Revenue Service with respect to each Plan;
(iii) for the three most recent plan years preceding the Administrative Agent's request, Annual Reports on Form 5500 Series required to be filed with any governmental agency for
each Plan; (iv) a listing of all Multiemployer Plans, with the aggregate amount of the most recent annual contributions required to be made by either of the Borrowers or any Commonly Controlled
Entity to each such Plan and copies of the collective bargaining agreements requiring such contributions; (v) any information that has been provided to either of the Borrowers or any Commonly
Controlled Entity regarding withdrawal liability under any Multiemployer Plan; (vi) the aggregate amount of payments made under any employee welfare benefit plan (as defined in
Section 3(1) of ERISA) to any retired employees of either of the Borrowers or any of their respective Subsidiaries (or any dependents thereof) during the most recently completed fiscal year;
and (vii) documents reflecting any agreements between the PBGC and either of the Borrowers or any Commonly Controlled Entity with respect to any Plan.

6.13Further Assurances.From time to time execute and deliver, or cause to be executed and delivered, such
additional instruments, certificates or documents, and take all such actions, as the Administrative Agent may reasonably request, for the purposes of implementing or effectuating the provisions of
this Agreement and the other Loan Documents, or of more fully perfecting or renewing the rights of the Administrative Agent and the Lenders with respect to the Collateral (or with respect to any
additions thereto or replacements or proceeds or products thereof or with respect to any other property or assets hereafter acquired by Holdings or any of its Restricted Subsidiaries which may be

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deemed
to be part of the Collateral), in each case, to the extent required pursuant to Section 6.10 or the Guarantee and Collateral Agreement. Upon the exercise by the Administrative Agent or
any Lender of any power, right, privilege or remedy pursuant to this Agreement or the other Loan Documents which requires any consent, approval, recording, qualification or authorization of any
Governmental Authority, the Borrowers will execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that the
Administrative Agent or such Lender may be required to obtain from either of the Borrowers or any of their respective Subsidiaries for such governmental consent, approval, recording, qualification or
authorization. At the request of the Administrative Agent and Syndication Agent, the Borrowers will deliver to the Administrative Agent (i) with respect to each of the existing mortgagee's
title insurance policies that were issued pursuant to the terms of the Original Credit Agreement, the Restated Credit Agreement or the Second Restated Credit Agreement (other than any such policy
issued in Texas, Florida or New York), either (1) a letter from the issuer of such policy confirming that, notwithstanding the effect of the Restated Credit Agreement, the Second Restated
Credit Agreement and this Agreement, and after giving effect to the provisions of clauses (ii) and (iii) below, such title policy continues to insure against any loss or damage incurred
by reason of the invalidity of the lien of the applicable Mortgage, or (2) an endorsement to such policy insuring against loss or damage incurred by reason of the invalidity of the lien of the
applicable Mortgage as a result of the effect of the Restated Credit Agreement, the Second Restated Credit Agreement or this Agreement (and after giving effect to the provisions of clauses
(ii) and (iii) below); (ii) with respect to any such Mortgage that contains language stating a specific maximum principal amount secured thereby, a duly executed amendment to such
Mortgage, in form and substance reasonably satisfactory to the Administrative Agent and Syndication Agent, confirming that the Mortgage secures all of the Obligations under this Agreement (including,
without limitation, Obligations in respect of the Tranche D Term Loans) and increasing the maximum principal amount secured thereby to at least $685,000,000; and (iii) with respect to each
Mortgage other than those referenced in the preceding clause (ii), a duly executed amendment to such Mortgage, in form and substance reasonably satisfactory to the Administrative Agent and
Syndication Agent, confirming that the Mortgage secures all of the Obligations under this Agreement (including, without limitation, Obligations in respect of the Tranche D Term Loans); provided,
however, that in making their determination whether to request any of the amendments referenced in the preceding clause (ii) (with respect to Mortgages recorded in New York) or
clause (iii), the Administrative Agent and Syndication Agent agrees that they shall consider the cost of any mortgage recording or intangibles tax that is expected to be incurred in connection
with the recordation of such amendments and the prospective benefits to be gained therefrom.

6.14Unrestricted Subsidiaries.Ensure that no Restricted Subsidiary is owned in whole or in part by an
Unrestricted Subsidiary.

SECTION 7. NEGATIVE COVENANTS

Each
Borrower hereby 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, the Arrangers
or any Agent hereunder, neither of the Borrowers shall nor shall permit any of its Restricted Subsidiaries

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(and,
with respect to Sections 7.2, 7.3, 7.4, 7.15 and 7.17, Unrestricted Subsidiaries) to, directly or indirectly:

7.1Financial Condition Covenants.



Fiscal Quarter

Consolidated
Leverage RatioFQ3 2002

3.50:1.00FQ4 2002

3.50:1.00FQ1 2003

3.50:1.00FQ2 2003

3.50:1.00FQ3 2003

3.50:1.00FQ4 2003

3.50:1.00FQ1 2004

3.50:1.00FQ2 2004

3.50:1.00FQ3 2004

3.50:1.00FQ4 2004

3.50:1.00FQ1 2005

3.25:1.00FQ2 2005

3.25:1.00FQ3 2005

3.25:1.00FQ4 2005

3.25:1.00FQ1 2006

3.25:1.00FQ2 2006

3.25:1.00FQ3 2006

3.25:1.00FQ4 2006

3.25:1.00FQ1 2007

3.25:1.00FQ2 2007

3.25:1.00FQ3 2007

3.25:1.00FQ4 2007 and thereafter

3.25:1.00


For
purposes of determining the ratio described above (i) for the fiscal quarters of the Borrowers ending FQ3 2002 and FQ4 2002, Consolidated EBITDA for the relevant period shall be deemed to
be equal to Consolidated EBITDA for the trailing 12-month period ending on the last date of each such fiscal quarter but shall include operating performance of only that Real Estate that
was owned and operated by Holdings or any of its Restricted Subsidiaries as of January 30, 2002 or acquired thereafter and (ii) for any fiscal quarters of the Borrowers, Consolidated
Total Debt shall be reduced by the amount of unencumbered cash held by the Holdings and its Restricted Subsidiaries as of the end of such fiscal quarters.



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Fiscal Quarter

Consolidated Senior
Debt RatioFQ3 2002

2.50:1.00FQ4 2002

2.50:1.00FQ1 2003

2.50:1.00FQ2 2003

2.50:1.00FQ3 2003

2.50:1.00FQ4 2003

2.50:1.00FQ1 2004

2.25:1.00FQ2 2004

2.25:1.00FQ3 2004

2.25:1.00FQ4 2004

2.25:1.00FQ1 2005

2.00:1.00FQ2 2005

2.00:1.00FQ3 2005

2.00:1.00FQ4 2005

2.00:1.00FQ1 2006

2.00:1.00FQ2 2006

2.00:1.00FQ3 2006

2.00:1.00FQ4 2006

2.00:1.00FQ1 2007

2.00:1.00FQ2 2007

2.00:1.00FQ3 2007

2.00:1.00FQ4 2007 and thereafter

2.00:1.00


For
purposes of determining the ratio described above (i) for the fiscal quarters of the Borrowers ending FQ3 2002 and FQ4 2002, Consolidated EBITDA for the relevant period shall be deemed to
be equal to Consolidated EBITDA for the trailing 12-month period ending on the last date of each such fiscal quarter, but shall include operating performance of only that Real Estate that
was owned and operated by Holdings or any of its Restricted Subsidiaries as of January 30, 2002 or acquired thereafter and (ii) for any fiscal quarters of the Borrowers, Consolidated
Senior Debt shall be reduced by the amount of unencumbered cash held by the Holdings and its Restricted Subsidiaries as of the end of such fiscal quarters.

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Fiscal Quarter

Consolidated Adjusted
Debt RatioFQ3 2002

5.50:1.00FQ4 2002

5.50:1.00FQ1 2003

5.50:1.00FQ2 2003

5.50:1.00FQ3 2003

5.50:1.00FQ4 2003

5.50:1.00FQ1 2004

5.50:1.00FQ2 2004

5.50:1.00FQ3 2004

5.50:1.00FQ4 2004

5.50:1.00FQ1 2005

5.25:1.00FQ2 2005

5.25:1.00FQ3 2005

5.25:1.00FQ4 2005

5.25:1.00FQ1 2006

5.25:1.00FQ2 2006

5.25:1.00FQ3 2006

5.25:1.00FQ4 2006

5.25:1.00FQ1 2007

5.25:1.00FQ2 2007

5.25:1.00FQ3 2007

5.25:1.00FQ4 2007 and thereafter

5.25:1.00


For
purposes of determining the ratio described above (i) for the fiscal quarters of the Borrowers ending FQ3 2002 and FQ4 2002, (A) Consolidated EBITDAR for the relevant period shall be
deemed to be equal to Consolidated EBITDAR for the trailing 12-month period ending on the last date of each such fiscal quarter and (B) the calculation of each of Consolidated
EBITDAR and rent expense shall include operating performance of only that Real Estate that was owned and operated by Holdings or any of its Restricted Subsidiaries as of January 30, 2002 or
acquired thereafter and (ii) for any fiscal quarters of the Borrowers, Consolidated Adjusted Debt shall be reduced by the amount of unencumbered cash held by Holdings and its Restricted
Subsidiaries as of the end of such fiscal quarters.

7.2Limitation on Indebtedness.Create, incur, assume or suffer to exist any Indebtedness, except:



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7.3Limitation on Liens.Create, incur, assume or suffer to exist any Lien upon any of its Property, whether now
owned or hereafter acquired, except for:



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7.4Limitation on Fundamental Changes.Enter into any merger, consolidation or amalgamation, or liquidate, wind
up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that:



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7.5Limitation on Disposition of Property.Dispose of any Property of Holdings or any of its Restricted
Subsidiaries (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary of Holdings, issue or sell any
shares of such Restricted Subsidiary's Capital Stock to any Person, except for, subject to compliance with the requirements of Section 2.12(c):



Notwithstanding
the foregoing, in the event any Collateral Disposed of by any of the Loan Parties (other than Dispositions made pursuant to clause (b) of this
Section 7.5), is not replaced with Collateral of reasonably equivalent value within 364 days of such Disposition, the Borrowers shall, to the extent not so replaced, prepay the Loans
with the Net Cash Proceeds of such Disposition within such 364-day period. Such prepayment shall be applied in accordance with the requirements of Section 2.12(e) as if a
prepayment or Commitment reduction had occurred under Section 2.12.

7.6Limitation on Restricted Payments.Declare or pay any dividend (other than dividends payable solely in
Capital Stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement
or other acquisition of, any Capital Stock of Holdings or any of its Restricted Subsidiaries, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly
or indirectly, whether in cash or property or in obligations of Holdings or any of its Restricted Subsidiaries, or enter into any derivatives or other transaction with any financial institution,
commodities or stock exchange or clearinghouse (a "Derivatives Counterparty") obligating Holdings or any of its Restricted Subsidiaries to make payments
to such Derivatives Counterparty as a result of any change in market value of any such Capital Stock (collectively, "Restricted Payments"), except that
any Restricted Payment may be made to the extent that such Restricted Payment would constitute: (a) any dividend, distribution or other payment on or with respect to equity interests of an
issuer to the extent payable solely in shares of Capital Stock of such issuer, other than Disqualified Stock; (b) any dividend, distribution or other payment to either of the Borrowers or to
any of the Subsidiary Guarantors, by Holdings or any of its Subsidiaries; or (c) an Indenture Restricted Payment permitted

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under
Section 4.9 of the Senior Subordinated Note Indenture as in effect in the Original Closing Date;providedthat for purposes of this
clause (c): (i) in lieu of conditions (1) and (2) (but not in lieu of condition (3)) set forth in Section 4.9(a) of the Senior Subordinated
Note Indenture, the following conditions shall be satisfied: (A) at the time of such Restricted Payment, no Default or Event of Default shall have occurred and be continuing and
(B) after giving effect to such Restricted Payment, Holdings and its Restricted Subsidiaries shall be inpro formacompliance with
Section 7.1 of this Agreement;providedthat, for purposes of determining compliance with this clause (B), each financial covenant in
Section 7.1 of this Agreement will be deemed to be 25 basis points more restrictive to Holdings and its Restricted Subsidiaries; and (ii) compliance with condition (3) set forth
in Section 4.9(a) of the Senior Subordinated Note Indenture shall be determined by including any amounts paid pursuant to Sections 7.8(k) and 7.9(a)(ii) in
the aggregate amount of Restricted Payments made under the Senior Subordinated Note Indenture after the Issue Date (as defined in the Senior Subordinated Note Indenture).

7.7Limitation on Capital Expenditures.Make or commit to make any Capital Expenditure, except:
(a) Capital Expenditures of Regal and Restricted Subsidiaries of Holdings in the ordinary course of business not exceeding an amount equal to Consolidated EBITDA of Holdings and its Restricted
Subsidiaries for the prior fiscal year multiplied by, (x) 0.25 for the fiscal year ending FQ4 2002 and (y) 0.35 for each fiscal year thereafter; providedthat the amount available for Capital
Expenditures in any fiscal year and unused in such fiscal year may be carried forward to the immediately
following fiscal year and may be used in such following fiscal year only;provided,furtherthat the
maximum amount available of Capital Expenditures in any fiscal year that may be carried forward to the immediately following fiscal year, shall not exceed the amount available for Capital Expenditures
in such first fiscal year (without taking into account any amount carried over from the previous fiscal year); (b) if RCM becomes a Restricted Subsidiary, Capital Expenditures of RCM in the
aggregate not to exceed $100,000,000 during the Revolving Credit Commitment Period;providedthat any investment in RCM permitted by
Section 7.8(i) shall result, without duplication, in a dollar-for-dollar reduction of such $100,000,000 amount permitted under this clause (b); and
(c) Capital Expenditures of Holdings and its Restricted Subsidiaries to the extent of any proceeds from equity offerings by any direct or indirect holding company parent of Holdings that are
contributed to Regal or any Restricted Subsidiary as a common equity contribution. Permitted Acquisitions made in accordance with Section 7.8(f) shall not be deemed to be Capital
Expenditures for the purposes of this Section 7.7.

7.8Limitation on Investments.Make any advance, loan, extension of credit (by way of guaranty or otherwise) or
capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any
other Person (all of the foregoing, "Investments"), except:



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7.9Limitation on Optional Payments and Modifications of Indebtedness and Governing Documents.(a) Make
or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, any Indebtedness, or segregate funds for any such payment,
prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any Derivatives Counterparty obligating either of the Borrowers or any of their respective
Subsidiaries to make payments to such Derivatives Counterparty as a result of any change in market value of such Indebtedness, other than (i) the prepayment of Indebtedness incurred hereunder,
(ii) the prepayment of other Indebtedness to the extent Holdings could make a Restricted Payment of the same amount pursuant to Section 7.6 (it being understood that any such payment
shall, without duplication, reduce dollar-for-dollar the amount available for Restricted Payments under Section 7.6), (iii) prepayments (A) by Regal to
Holdings of amounts owing under the Tranche B Proceeds Note or (B) under any Notes permitted pursuant to Section 7.2(b);providedthat in the case of any amounts so prepaid to Holdings, such amounts are used immediately by Holdings to pay principal, interest and other Obligations under this Agreement and other Loan Documents,
(iv) prepayments by Regal to Holdings of amounts owing under the High-Yield Proceeds Note or the Additional Regal-Holdings Notes to permit Holdings to pay cash interest then
due and owing on the Senior Subordinated Notes or the Permitted Subordinated Indebtedness, as applicable, in each case to the extent not prohibited by the subordination provisions thereof or the terms
of this Agreement;provided, that in the case of this clause (iv) (A) such payments are used by Holdings immediately to make such
interest payments and (B) no Default or Event of Default shall have occurred and be continuing, (v) the prepayment or purchase of the UA Pass-Through Certificates pursuant to
Section 7.8(j) and (vi) refinancings of Indebtedness permitted pursuant to
Sections 7.2(d), 7.2(f), 7.2(k), 7.2(n) or 7.2(o); (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms
(including, without limitation, the subordination terms) of any Indebtedness (excluding the Indebtedness incurred hereunder and any refinancings of Indebtedness permitted pursuant to
Section 7.2(d), 7.2(f), 7.2(k), 7.2(n) or 7.2(o)) (other than, with respect to any Indebtedness other than the Regal-Holdings Notes and the Additional Regal-Holdings Notes or any notes
permitted pursuant to Section 7.2(b), any such amendment, modification, waiver or other change that (i) is no less favorable to the Borrowers, their Restricted Subsidiaries and the
Secured Parties than the provision so amended, modified or waived in any material respect or (ii) (x) would extend the maturity or reduce the amount of any payment of principal thereof,
reduce the rate or extend the date for payment of interest thereon or provide for the addition of guarantors as permitted under this Agreement and (y) does not involve the payment of a consent
fee); (c) designate any Indebtedness (other than the Obligations and Indebtedness permitted under Section 7.2(o)) as "Senior Indebtedness" for the purposes of the Senior Subordinated
Note Indenture or any documents relating to Permitted Subordinated Indebtedness or Permitted Subordinated Refinancing; or (d) amend or permit the amendment of its Governing Documents in
any manner reasonably determined by the Administrative Agent to be adverse to the Lenders; provided that this clause (d) shall not prohibit the consummation of any transaction permitted
by Section 7.4.

7.10Limitation on Transactions with Affiliates.Enter into any transaction, including, without limitation, any
purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than either of the Borrowers or any
Wholly Owned Subsidiary Guarantor) unless such transaction is (a) otherwise permitted under this Agreement, (b) in the ordinary course of business of such Borrower or such Restricted
Subsidiary, as the case may be, and (c) upon fair and reasonable terms no less favorable to such Borrower or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable

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arm's
length transaction with a Person that is not an Affiliate. Notwithstanding the foregoing, the Borrowers may (A) subject to Section 7.6, pay to the Sponsors and their respective
Control Investment Affiliates fees and expenses pursuant to a management or advisory agreement approved by the board of directors of Holdings in an amount not to exceed $10,000,000 in any fiscal year
of the Borrowers, (B) subject to Section 7.6, pay dividends to its direct holding company parent, if any, to permit such parent to pay amounts set forth in
clause (A) above, or (C) make Investments permitted by Section 7.8(i) and (j).

7.11Limitation on Sales and Leasebacks.Enter into any arrangement with any Person pursuant to which
(i) any Loan Party sells or transfers Property and (ii) any Loan Party leases such sold or transferred Property from the Person to whom such Property was sold or transferred or from any
other Person that has advanced funds on the security of such Property or rental obligations of such Loan Party, except for the first $100,000,000 (in sale price) of such transactions consummated
during the Revolving Credit Commitment Period.

7.12Limitation on Changes in Fiscal Periods.Permit the fiscal year or method of determining fiscal quarters of
Holdings or any of its Restricted Subsidiaries to change, in each case, without the prior written consent of the Administrative Agent.

7.13Limitation on Negative Pledge Clauses.Enter into or suffer to exist or become effective any agreement that
prohibits or limits the ability of Holdings or any of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or
hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement and the
other Loan Documents, (b) any agreements governing any purchase money Liens, Capital Lease Obligations, EITF 97-10 Capital Lease Obligations or other secured indebtedness otherwise
permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) the Senior Subordinated Note Indenture, (d) any
agreements relating to Acquired Indebtedness permitted pursuant to Section 7.2(d)(ii) (to the extent such agreements do not conflict with the provisions of Section 6.10),
(e) customary non-assignment provisions or other restrictions on Liens arising under leases, subleases, licenses, joint venture agreements and other contracts entered into in the
ordinary course of business, and (f) exceptions set forth in the "Pledged Stock" definition contained in the Guarantee and Collateral Agreement relating to the stock of Fandango, Inc.

7.14Limitation on Restrictions on Subsidiary Distributions, etc.Enter into or suffer to exist or become
effective any consensual encumbrance or restriction on the ability of Holdings or any of its Restricted Subsidiaries (or, in the case of clause (a) only, any Restricted Subsidiary of
either of the Borrowers) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, Holdings or any other
Restricted Subsidiary, (b) make Investments in Holdings or any other Restricted Subsidiary or (c) transfer any of its assets to Holdings or any other Restricted Subsidiary, in each case,
except for such encumbrances or restrictions existing under or by reason of (A) any restrictions existing under the Loan Documents, (B) any restrictions under Indebtedness permitted
under Sections 7.2(f), 7.2(k), 7.2(n) and 7.2(o), in each case, to the extent no more restrictive than those under the Senior Subordinated Note Indenture as in effect on the Original
Closing Date, (C) any restrictions under Acquired Indebtedness permitted under Section 7.2(d)(ii), (D) any restrictions with respect to a Restricted Subsidiary imposed pursuant to
an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (E) customary
non-assignment provisions or other restrictions on Liens arising under leases, subleases, licenses, joint venture agreements and other contracts entered into in the ordinary course of
business, (F) any agreements governing any purchase money Liens, Capital Lease Obligations, EITF 97-10 Capital Lease Obligations or other secured indebtedness otherwise permitted
hereby (in which case, any prohibition or limitation shall only be

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effective
against the assets financed thereby) and (G) exceptions set forth in the "Pledged Stock" definition contained in the Guarantee and Collateral Agreement relating to the stock of
Fandango, Inc.

7.15Limitation on Lines of Business.Enter into any business, either directly or through any Subsidiary, except
(i) for those businesses in which Regal and its Subsidiaries are engaged on the Restatement Effective Date or that are reasonably related thereto and (ii) in the event RCM becomes a
Subsidiary, RCM and its Subsidiaries may engage in businesses that are reasonably related to the businesses in
which RCM and its Subsidiaries are engaged on the Restatement Effective Date (each of (i) and (ii), a "Line of Business").

7.16[Intentionally Omitted.]

7.17Limitation on Hedge Agreements.Enter into any Hedge Agreement other than Specified Hedge Agreements
entered into in the ordinary course of business, and not for speculative purposes, to protect against changes in interest rates or foreign exchange rates.

7.18Limitation on Amendments to Leases.Permit or cause any termination prior to scheduled expiration of any
lease of Real Estate subject to a Mortgage without the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld; providedthat nothing in this
Section 7.18 shall prohibit any disposition permitted pursuant to Section 7.5.

7.19Limitation on Issuance of Preferred Stock.Issue any Preferred Stock (including Disqualified Stock), except
that, without limiting the provisions of Section 8(m), Holdings may issue (i) Preferred Stock (including Disqualified Stock) to the extent, without duplication, it could otherwise incur
Indebtedness under Section 7.2(c) (with a corresponding reduction in the amount available for the incurrence of Indebtedness under Section 7.2(c)) and (ii) Preferred Stock
(other than Disqualified Stock) to the extent, without duplication, it could otherwise incur Indebtedness under Section 7.2(f) or (k) (with a corresponding reduction in the amount
available for the incurrence of Indebtedness under the applicable clause of such Section).

SECTION 8. EVENTS OF DEFAULT

If
any of the following events shall occur and be continuing:



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then,
and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to any Loan Party,
automatically the Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents
(including, without limitation, all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall
immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Majority
Revolving Facility Lenders, the Administrative Agent may, or upon the request of the Majority Revolving Facility Lenders, the Administrative Agent shall, by notice to the Borrowers declare the
Revolving Credit Commitments to be terminated forthwith, whereupon the Revolving Credit Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the
Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrowers, declare the Loans hereunder (with accrued interest thereon) and all
other amounts owing under this Agreement and the other Loan Documents (including, without limitation, all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters
of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable. Upon the occurrence and during the
continuation of an Event of Default, the Administrative Agent and the Lenders shall be entitled to exercise any and all remedies available under the Security Documents, including, without limitation,
the Guarantee and Collateral Agreement and the Mortgages, or otherwise available under applicable law or otherwise. With respect to all Letters of Credit with respect to which presentment for honor
shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrowers shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount in
immediately available funds equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (and the Borrowers hereby grant to the Administrative Agent, for the ratable benefit of
the Secured Parties, a continuing security interest in all amounts at any time on deposit in such cash collateral account to secure the undrawn and unexpired amount of such Letters of Credit and all
other Obligations). If at any time the Administrative Agent determines that any funds held in such cash collateral account are subject to any right or claim of any Person other than the Administrative
Agent and the Secured Parties or that the total amount of such funds is less than the aggregate undrawn and unexpired amount of outstanding Letters of Credit, the Borrowers shall, forthwith upon
demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in such cash collateral account, an amount equal to the excess of (a) such
aggregate undrawn and unexpired amount over (b) the total amount of funds, if any, then held in such cash collateral account that the Administrative Agent determines to be free and clear of any
such right and claim. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion
thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other Obligations of the Loan Parties hereunder and under the other Loan
Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Loan Parties hereunder
and under the other Loan Documents shall have been paid in full, the balance, if any, in

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such
cash collateral account shall be returned to the Loan Parties (or such other Person as may be lawfully entitled thereto).

SECTION 9. THE AGENTS; THE ARRANGERS

9.1Appointment.Each Lender hereby irrevocably designates and appoints the Agents as the agents of such Lender
under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement
and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with
such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement
or any other Loan Document or otherwise exist against any Agent. For the avoidance of doubt, the Administrative Agent is hereby irrevocably authorized by Required Lenders to enter into the
Confirmation Agreement, which amends the Guarantee and Collateral Agreement to the extent provided therein.

9.2Delegation of Duties.Each Agent may execute any of its duties under this Agreement and the other Loan
Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible
for the negligence or misconduct of any agents or attorneys in-fact selected by it with reasonable care.

9.3Exculpatory Provisions.Neither any Arranger, nor any Agent nor any of their respective officers, directors,
partners, employees, agents, attorneys and other advisors, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it
or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted solely and proximately from its or such Person's own gross negligence or willful misconduct in breach of a duty owed to the party asserting liability) or
(ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any
other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Arrangers or the Agents under or in connection with, this Agreement or
any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party party
thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

9.4Reliance by Agents.Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any
instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrowers or the other
Loan Parties), independent accountants and other experts selected by such Agent. The Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless a written
notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action under this
Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders or the requisite Lenders required under Section 10.1 to authorize or
require such action (or, if

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so
specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred
by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan
Documents in accordance with a request of the Required Lenders or the requisite Lenders under Section 10.1 to authorize or require such action (or, if so specified by this Agreement, all
Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans and Letters of Credit.

9.5Notice of Default.No Agent shall be deemed to have knowledge or notice of the occurrence of any Default or
Event of Default hereunder unless such Agent has received notice from a Lender or the Borrowers referring to this Agreement, describing such Default or Event of Default and stating that such notice is
a "notice of default". In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably directed by the requisite Lenders (or, if so specified by this Agreement, all Lenders); providedthat unless and until the
Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.

9.6Non-Reliance on Agents and Other Lenders.Each Lender expressly acknowledges that neither the
Arrangers, the Agents nor any of their respective officers, directors, employees, agents, attorneys and other advisors, partners, attorneys-in-fact or affiliates have made any
representations or warranties to it and that no act by any Arranger or any Agent hereinafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be
deemed to constitute any representation or warranty by any Arranger or any Agent to any Lender. Each Lender represents to the Arrangers and the Agents that it has, independently and without reliance
upon any Arranger or any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations,
property, financial and other condition, prospects and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its Loans (and in the case of the Issuing Lender, its
Letters of Credit) hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any Arranger or any Agent or any other Lender, and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems
necessary to inform itself as to the business, operations, property, financial and other condition, prospects and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports
and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, neither any Arranger nor any Agent shall have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a
Loan Party that may come into the possession of such Arranger or such Agent or any of its officers, directors, employees, agents, attorneys and other advisors, partners,
attorneys-in-fact or affiliates.

9.7Indemnification.The Lenders agree to indemnify each Arranger and each Agent in its capacity as such (to the
extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the date on
which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably
in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits,

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costs,
expenses or disbursements of any kind whatsoever that may at any time (including, without limitation, at any time following the payment of the Loans) be imposed on, incurred by or asserted
against such Arranger or such Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or
therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Arranger or such Agent under or in connection with any of the foregoing; providedthat no Lender shall
be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted solely and proximately from such Arranger's or such
Agent's gross negligence or willful misconduct in breach of a duty owed to such Lender. The agreements in this Section 9.7 shall survive the payment of the Loans and Letters of Credit and all
other amounts payable hereunder.

9.8Arrangers and Agents in Their Individual Capacities.Each Arranger and each Agent and their respective
affiliates may make loans to, accept deposits from and generally engage in any kind of business with any Loan Party as though such Arranger was not an Arranger and such Agent was not an Agent. With
respect to its Loans made or renewed by it and with respect to any Letter of Credit issued or participated in by it, each Arranger and each Agent shall have the same rights and powers under this
Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Arranger or an Agent, as the case may be, and the terms "Lender" and "Lenders" shall include
each Arranger and each Agent in their respective individual capacities.

9.9Successor Agents.The Administrative Agent may resign as Administrative Agent upon 10 days' advance
written notice to the Lenders and the Borrowers. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall
appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to
either of the Borrowers shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent
shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the
former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement or any holders of the Loans or Letters of Credit. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a
retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of
the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Each of the Syndication Agent and the Documentation
Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent or Documentation Agent, as applicable, hereunder, whereupon the duties, rights, obligations
and responsibilities of such Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by any Arranger, any Agent or any Lender.
After any retiring Agent's resignation as Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this
Agreement and the other Loan Documents.

9.10Authorization to Release Liens.The Administrative Agent is hereby irrevocably authorized by each of the
Lenders to release any Lien covering any Property of either of the Borrowers or any of their respective Subsidiaries that is the subject of a Disposition which is permitted by this Agreement or which
has been consented to in accordance with Section 10.1.

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9.11The Arrangers, the Syndication Agent and the Documentation Agent.Except as expressly set forth herein with
respect to the Arrangers, the Arrangers, the Syndication Agent and the Documentation Agent, in their respective capacities as such, shall have no duties or responsibilities, and shall incur no
liability, under this Agreement and the other Loan Documents.

9.12Withholding Tax.To the extent required by any applicable law, the Administrative Agent may withhold from
any interest payment to any Lender an amount equivalent to any applicable withholding tax. If the forms or other documentation required by Section 2.20(f) are not delivered to the
Administrative Agent, then the Administrative Agent may withhold from any interest payment to any Lender not providing such forms or other documentation, an amount equivalent to the applicable
withholding tax. If the Internal Revenue Service or any authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts
paid to or for the account of any Lender (because the appropriate form was not delivered, was not
properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for
any other reason), such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including penalties and
interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses. If any Lender sells, assigns, grants a participation in, or otherwise
transfers its rights under this Agreement, the purchaser, assignee, participant or transferee, as applicable, shall comply and be bound by the terms of Section 2.20(f) and this
Section 9.12.

SECTION 10. MISCELLANEOUS

10.1Amendments and Waivers.Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof
may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1. The Required Lenders and each Loan Party party to the relevant Loan Document may, or
(with the written consent of the Required Lenders) the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (a) enter into written amendments,
supplements or modifications hereto and to the other Loan Documents (including amendments and restatements hereof or thereof) for the purpose of adding any provisions to this Agreement or the other
Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such terms and conditions as may be specified in the
instrument of waiver, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided,however, that no such waiver and no such amendment, supplement or modification shall
(i) forgive the principal amount or extend the final scheduled date of maturity of any Loan or Reimbursement Obligation, extend the scheduled date of any amortization payment in respect of any
Tranche B Term Loan, reduce the stated rate of any interest or fee payable hereunder or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any
Commitment of any Lender, in each case without the consent of each Lender directly affected thereby; (ii) amend, modify or waive any provision of this Section or reduce any percentage
specified in the definition of Required Lenders or Required Prepayment Lenders, consent to the assignment or transfer by any Loan Party of any of its rights and obligations under this Agreement and
the other Loan Documents, release all or substantially all of the Collateral or release all or substantially all of the Subsidiary Guarantors from their guarantee obligations under the Guarantee and
Collateral Agreement, in each case without the consent of all Lenders; (iii) amend, modify or waive any condition precedent to any extension of credit under the Revolving Credit Facility set
forth in Section 5.2 (including, without limitation, the waiver of an existing Default or Event of Default required to be waived in order for such extension of credit to be made) without the
consent of the Majority Revolving Credit Facility Lenders; (iv) reduce the percentage specified in the definition of Majority Facility Lenders with respect to any Facility without the written
consent of all Lenders under such Facility; (v) amend, modify or waive any provision of Section 9 or

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any
other provision of any Loan Document relating to the obligations of the Arranger or the Agents without the consent of the Arranger or any Agent directly affected thereby; (vi) amend, modify
or waive any provision of Section 2.12 or Section 2.18 without the consent of each Lender directly affected thereby; or (vii) amend, modify or waive any provision of
Section 3 without the consent of the Issuing Lender. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the
Loan Parties, the Lenders, the Agents, the Arranger and all future holders of the Loans and Letters of Credit. In the case of any waiver, the Loan Parties, the Lenders, the Arranger and the Agents
shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no
such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Any such waiver, amendment, supplement or modification shall be effected by a
written instrument signed by the parties required to sign pursuant to the foregoing provisions of this Section;provided, that delivery of an executed
signature page of any such instrument by facsimile transmission shall be effective as delivery of a manually executed counterpart thereof. For the avoidance of doubt, this Agreement may be
amended (or amended and restated) with the written consent of the Required Lenders, the Arranger, the Administrative Agent, the Borrowers (x) to add one or more additional credit facilities to
this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof (collectively, the
"Additional Extensions of Credit") to share ratably in the benefits of this Agreement and the other Loan Documents with the Tranche B Term Loans and
Revolving Extensions of Credit and the accrued interest and fees in respect thereof and
(y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders, Required Prepayment Lenders and Majority Revolving Facility Lenders; provided,however, that no such amendment shall permit the Additional Extensions of Credit to share
ratably with or with preference to the Tranche B Term Loans in the application of mandatory prepayments without the consent of the Required Prepayment Lenders or otherwise to share ratably with or
with preference to the Revolving Extensions of Credit without the consent of the Majority Revolving Facility Lenders.

10.1A.[Intentionally Omitted].

10.1BAuthorization for Certain Amendments Implemented on Restatement Effective Date.In connection with the
Amendment and Restatement of the Original Credit Agreement on the Restatement Effective Date, the parties hereto acknowledge and agree that the authority granted pursuant to Sections 2.11 and
7.2(g) to the Arrangers and the lenders under the Permitted Secured Indebtedness or the Reload Term Loan Addition, as applicable, constitutes continuing authorization effective on and after the
Restatement Effective Date by the Required Lenders, the Required Prepayment Lenders and the Majority Revolving Facility Lenders for the implementation of the amendments to the Loan Documents
contemplated by such Section 2.11 or 7.2(g), as applicable, and no additional authorizations shall be required pursuant to Section 10.1 in order to consummate the transactions permitted
pursuant to such Section 2.11 or 7.2(g).

10.1CTranche D Amendments and Waivers.No waiver, amendment, supplement or modification of any provision of
this Agreement or any other Loan Document shall extend the scheduled date of any amortization payment in respect of any Tranche D Term Loan without the consent of each Tranche D Lender directly
affected thereby. For the avoidance of doubt, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Arrangers, the Administrative Agent and the
Borrowers (x) to add one or more additional credit facilities to this Agreement and to permit Additional Extensions of Credit to share ratably in the benefits of this Agreement and the other
Loan Documents with the Tranche D Term Loans and the Revolving Extensions of Credit and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding
such credit facilities in any determination of the Required Lenders, Required Prepayment Lenders and Majority Revolving Facility Lenders;provided, however,
 that no such

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amendment
shall permit the Additional Extensions of Credit to share ratably with or with preference to the Tranche D Term Loans in the application of mandatory prepayments without the consent of the
Required Prepayment Lenders or otherwise to share ratably with or with preference to the Revolving Extensions of Credit without the consent of the Majority Revolving Credit Facility Lenders.

10.1DAuthorization for Certain Amendments Implemented on Third Restatement Effective Date.In connection with
the amendment and restatement of the Second Restated Credit Agreement on the Third Restatement Effective Date, the parties hereto acknowledge and agree that the authority granted pursuant to
Section 7.2(m) to the Arrangers and the lenders under the Permitted Secured Refinancing
constitutes continuing authorization effective on and after the Third Restatement Effective Date by the Required Lenders, the Required Prepayment Lenders and the Majority Revolving Credit Facility
Lenders for the implementation of the amendments to the Loan Documents contemplated by such Section 7.2(m), as applicable, and no additional authorizations shall be required pursuant to
Section 10.1 in order to consummate the transactions permitted pursuant to such Section 7.2(m), except to the extent required by Section 7.2(m)(E)(ii).

10.2Notices.All notices, requests and demands to or upon the respective parties hereto to be effective shall
be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three Business Days after being deposited in
the mail, first class postage prepaid, or, in the case of telecopy notice, when received, addressed (a) in the case of the Borrowers, the Arrangers and the Agents, as follows and (b) in
the case of the Lenders, as set forth on Schedule I to the Lender Addendum to which such Lender is a party or, in the case of a Lender which becomes a party to this Agreement pursuant to an
Assignment and Acceptance, in such Assignment and Acceptance or (c) in the case of any party, to such other address as such party may hereafter notify to the other parties hereto:

The Borrowers:

Regal Cinemas Corporation
7132 Regal Lane
Knoxville, TN 37918
Attention: Amy E. Miles, EVP/CFO
Telecopy: (865) 922-6085
Telephone: (865) 925-9422Regal Cinemas, Inc.
7132 Regal Lane
Knoxville, TN 37918
Attention: Amy E. Miles, EVP/CFO
Telecopy: (865) 922-6085
Telephone: (865) 925-9422with a copy to:

Hogan & Hartson
One Tabor Center, Suite 1500
1200 17th Street
Denver, Colorado 80202
Attention: Christopher Walsh, Esq.
Telecopy: (303) 899 7333
Telephone: (303) 899-7300


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with an additional copy to:

Regal Cinemas, Inc.
7132 Regal Lane
Knoxville, TN 37918
Attention: General Counsel
Telecopy: (865) 922-6085
Telephone: (865) 922-9756The Arrangers:

Lehman Brothers Inc.
745 Seventh Avenue, 8th Floor
New York, New York 10019
Attention: Craig J. Malloy
Telecopy: (646) 758-4617
Telephone: (212) 526-7150Credit Suisse First Boston
11 Madison Avenue
New York, New York 10010-3629
Attention: Sovonna Day-Goins
Telecopy: (212) 743-2498
Telephone: (212) 325-9906with a copy to:

Latham & Watkins
885 Third Avenue
New York, New York 10022
Attention: Christopher R. Plaut, Esq.
Telecopy: (212) 751-4864
Telephone: (212) 906-1200The Syndication Agent:

Credit Suisse First Boston
11 Madison Avenue
New York, New York 10010-3629
Attention: Doreen Welch
Telecopy: (212) 743-2737
Telephone: (212) 325-9914The Documentation Agent:

General Electric Capital Corporation
800 Connecticut Avenue, Two North
Norwalk, Connecticut 06854
Attention: Account Manager-Regal
Telecopy: (203) 852-3660
Telephone: (203) 852-3663The Administrative Agent:

Lehman Commercial Paper Inc.
745 Seventh Avenue, 8th Floor
New York, New York 10019
Attention: Craig J. Malloy
Telecopy: (646) 758-4617
Telephone: (212) 526-7150


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with a copy to:

Latham & Watkins
885 Third Avenue
New York, New York 10022
Attention: Christopher R. Plaut, Esq.
Telecopy: (212) 751-4864
Telephone: (212) 906-1200Issuing Lender:

As notified by the Issuing Lender to the Administrative Agent and the Borrowers


providedthat any notice, request or demand to or upon any Agent or any Lender shall not be effective until received. Any notice provided to either
Borrower shall be deemed to be notice given to both Borrowers.

10.3No Waiver; Cumulative Remedies.No failure to exercise and no delay in exercising, on the part of any
Arranger, any Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

10.4Survival of Representations and Warranties.All representations and warranties made hereunder, in the other
Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans
and other extensions of credit hereunder.

10.5Payment of Expenses; Indemnification.The Borrowers agree (a) to pay or reimburse the Arrangers, the
Administrative Agent and the Syndication Agent for all their reasonable out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities (other
than fees payable to syndicate members) and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other
documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees
and disbursements and other charges of counsel to each of the Arrangers and the Administrative Agent and the charges of IntraLinks, (b) to pay or reimburse each Lender, each Arranger and each
Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including,
without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to each
Arranger and each Agent, (c) to pay, indemnify, and hold each Lender, the Arrangers and the Agents harmless from, any and all recording and filing fees and any and all liabilities with respect
to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents
and any such other documents, and (d) to pay, indemnify, and hold each Lender, each Arranger, each Agent, their respective affiliates, and their respective officers, directors, partners,
trustees, employees, affiliates, shareholders, attorneys and other advisors, agents, attorneys-in-fact and controlling persons (each, an "Indemnitee")
harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with
respect to or arising out of the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without

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limitation,
any of the foregoing relating to the use of proceeds of the Loans or Letters of Credit, the violation of, noncompliance with or liability under, any Environmental Law applicable to the
operations of any Loan Party or any of the Properties or the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission
systems that are intercepted by such persons, and the fees and disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against the
Borrowers hereunder (all the foregoing in this clause (d), collectively, the "Indemnified Liabilities"), provided, that the Borrowers shall have no
obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified
Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted solely and proximately from the gross negligence or willful misconduct of such
Indemnitee in breach of a duty owed to the Borrowers. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrowers agree not to assert and to cause their respective
Subsidiaries not to assert, and hereby waive and agree to cause their respective Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims,
demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise
against any Indemnitee. All amounts due under this Section shall be payable not later than five days after written demand therefor. Statements payable by the Borrowers pursuant to this
Section shall be submitted to the Borrowers in accordance with Section 10.2, or to such other Person or address as may be hereafter designated by the Borrowers in a written notice to the
Administrative Agent. The agreements in this Section shall survive repayment of the Loans and Letters of Credit and all other amounts payable hereunder.

10.6Successors and Assigns; Participations and Assignments.(a) This Agreement shall be binding upon and
inure to the benefit of the Borrowers, the Lenders, the Arrangers, the Agents, all future holders of the Loans and Letters of Credit and their respective successors and assigns, except that the
Borrowers may not assign nor transfer any of its respective rights or obligations under this Agreement without the prior written consent of the Arrangers, the Agents and each Lender.



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10.7Adjustments; Set-off.(a) Except to the extent that this Agreement provides for payments
to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a "Benefited Lender") shall at any time receive any
payment of all or part of the Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of
the nature referred to in Section 8(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's
Obligations, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Obligations, or shall provide such other Lenders
with the benefits of any such collateral, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided,however, that if all or any portion of such excess payment or benefits is thereafter recovered
from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.



10.8Counterparts.This Agreement may be executed by one or more of the parties to this Agreement on any number
of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by
facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrowers and
the Administrative Agent.

10.9Severability.Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.10Integration.This Agreement and the other Loan Documents represent the agreement of the Borrowers, the
Agents, the Arrangers and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by any Arranger, any Agent or any Lender
relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

10.11GOVERNING LAW.THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

10.12Submission To Jurisdiction; Waivers.Each of the Borrowers hereby irrevocably and unconditionally:



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10.13Acknowledgments.Each of the Borrowers hereby acknowledges that:



10.14Confidentiality.Each of the Arrangers, the Agents and the Lenders agrees to keep confidential all
non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; providedthat nothing herein shall prevent any Arranger, any
Agent or any Lender from disclosing any such information (a) to any Arranger, any
Agent, any other Lender or any affiliate of any thereof that agrees to comply with the provisions of this Section, (b) to any Participant or Assignee (each, a
"Transferee") or prospective Transferee that agrees to comply with the provisions of this Section, (c) to any of its employees, directors,
agents, attorneys, accountants and other professional advisors, (d) to any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual
counterparty's professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section),
(e) upon the request or demand of any Governmental Authority having jurisdiction over it, (f) in response to any order of any court or other Governmental Authority or as may otherwise be
required pursuant to any Requirement of Law, (g) after advance notice to the affected Loan Party (to the extent not prohibited to do so), if requested or required to do so in connection with
any litigation or similar proceeding, (h) that has been publicly disclosed other than in breach of this Section, (i) to the National Association of Insurance Commissioners or any similar
organization or any nationally recognized rating agency that requires access to information about a Lender's investment portfolio in connection with ratings issued with respect to such Lender or
(j) in connection with the exercise of any remedy hereunder or under any other Loan Document.

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Notwithstanding
the foregoing, the parties (and each employee, representative, or other agent of the parties) may disclose to any and all persons, without limitation of any kind, the tax treatment and
any facts that may be relevant to the tax structure of the transaction, provided, however, that no party (and no employee, representative, or other agent thereof) shall disclose any other information
that is not relevant to understanding the tax treatment and tax structure of the transaction (including the identity of any party and any information that could lead another to determine the identity
of any party), or any other information to the extent that such disclosure could result in a violation of any federal or state securities law.

10.15Release of Collateral and Guarantee Obligations.(a) Notwithstanding anything to the contrary
contained herein or in any other Loan Document, upon request of the Borrowers in connection with any Disposition of Property permitted by the Loan Documents, the Administrative Agent shall (without
notice to or vote or consent of any Lender, or any affiliate of any Lender that is a party to any Specified Hedge Agreement) take such actions as shall be required to release its security interest in
any Collateral being Disposed of in such Disposition, and to release any guarantee obligations of any Person being Disposed of in such Disposition, to the extent necessary to permit consummation of
such Disposition in accordance with the Loan Documentsprovidedthat the Borrowers shall have delivered to the Administrative Agent, at least ten
Business Days prior to the date of the proposed release, a written request for release identifying the relevant Collateral being Disposed of in such Disposition and the terms of such Disposition in
reasonable detail, including the date thereof, the price thereof and any expenses in connection therewith, together with a certification by the Borrowers stating that such transaction is in compliance
with this Agreement and the other Loan Documents and that the proceeds of such Disposition will be applied in accordance with this Agreement and the other Loan Documents.



10.16Accounting Changes.In the event that any "Accounting Change" (as defined below) shall occur and such
change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrowers and the Administrative Agent agree to enter into negotiations
in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating the Borrowers' financial condition shall
be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrowers, the
Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not
occurred. "Accounting Changes" refers to changes in accounting principles required or permitted by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting
Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.

10.17Delivery of Lender Addenda.Each Lender that becomes a party to this Agreement on the Restatement
Effective Date other than through the purchase of a Loan or Commitment from another Lender shall do so by delivering to the Administrative Agent a Lender Addendum duly executed by such Lender, the
Borrowers and the Administrative Agent. Each Tranche D Term Loan Lender that

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becomes
a party to this Agreement on the Third Restatement Effective Date other than through the purchase of a Tranche D Term Loan or Tranche D Term Loan Commitment from another Lender shall do so by
delivering to the Administrative Agent a Lender Addendum duly executed by such Tranche D Term Loan Lender and the Borrowers. Each Revolving Credit Lender (under and as defined in the Second Restated
Credit Agreement) immediately prior to the Third Restatement Effective Date shall remain a Revolving Credit Lender hereunder except to the extent such Revolving Credit Lender assigns all or any part
of its rights and obligations hereunder in accordance with the terms of Section 10.6.

10.18Construction.Each covenant contained herein shall be construed (absent express provision to the contrary)
as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any
other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken
directly or indirectly by such Person.

10.19Joint and Several Liability.The obligations of the Borrowers hereunder and under the other Loan Documents
shall be joint and several and, as such, each Borrower shall be liable for the Obligations of
the other Borrower under this Agreement and the other Loan Documents. The liability of each Borrower for the Obligations of the other Borrower under this Agreement and the other Loan Documents shall
be absolute, unconditional and irrevocable, irrespective of: (a) any lack of validity, legality or enforceability of any Loan Document; (b) the failure of any Secured Party (i) to
assert any claim or demand or to enforce any right or remedy against such other Borrower, any other Loan Party or any other Person (including any guarantor) under the provisions of this Agreement or
any other Loan Document or (ii) to exercise any right or remedy against any guarantor of, or collateral securing, any of the Obligations; (c) any change in the time, manner or place of
payment of, or in any other term of, all or any of the Obligations, or any other extension or renewal of any Obligation of such other Borrower or any other Loan Party; (d) any reduction,
limitation, impairment or termination of any of the Obligations for any reason other than the written agreement of the Secured Parties to terminate the Obligations in full, including any claim of
waiver, release, surrender, alteration or compromise, and shall not be subject to, and each Borrower hereby waives any right to or claim of, any defense or setoff, counterclaim, recoupment or
termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of the other
Borrower, any other Loan Party or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of any Loan Document;
(f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any
guaranty held by any Secured Party securing any of the Obligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of,
any Borrower, any other Loan Party, any surety or any guarantor.

10.20WAIVERS OF JURY TRIAL.THE BORROWERS, THE ARRANGERS, THE
AGENTS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN.

10.21Existing Agreements Superseded; Exhibits and Schedules.(a) As and to the extent set forth in
Section 1.3, the Second Restated Credit 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 Second Restated Credit Agreement.



93

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[Signature Pages Follow]

94

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

| |  | REGAL CINEMAS CORPORATION
| |  | -------------------------
| |  | By:                      
| |  |                          
| |  |                          
| |  | REGAL CINEMAS, INC.      
| |  | By:                      
| |  |                          
| |  |                          

[Signatures Continued On Next Page]

95

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| |  | LEHMAN BROTHERS INC.,
as Arranger
| |  | ---------------------------------
| |  | By:                              
| |  |                                  
| |  |                                  

[Signatures Continued On Next Page]

96

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| |  | CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Arranger
| |  | ---------------------------------------------------------------------------------
| |  | By:                                                                              
| |  |                                                                                  
| |  |                                                                                  
| |  | By:                                                                              
| |  |                                                                                  
| |  |                                                                                  

[Signatures Continued On Next Page]

97

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| |  | LEHMAN COMMERCIAL PAPER INC., as
Administrative Agent
| |  | -----------------------------------------------------
| |  | By:                                                  
| |  |                                                      
| |  |                                                      

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Annex A

PRICING GRID

Tranche D Term Loans

Consolidated Leverage Ratio

Applicable Margin
for Eurodollar Loans

Applicable Margin for Base
Rate Loans31.50x

2.50%

1.50%<1.50x

2.25%

1.25%


Revolving Credit Loans

Consolidated Leverage Ratio

Applicable Margin
for Eurodollar Loans

Applicable Margin for Base
Rate Loans>2.50x

3.25%

2.25%£2.50x and >2.00x

3.00%

2.00%£2.00x and >1.50x

2.75%

1.75%£1.50x

2.50%

1.50%


Changes
in the Applicable Margin with respect to Tranche D Term Loans and Revolving Credit Loans resulting from changes in the Consolidated Leverage Ratio shall become effective on the
date (the "Adjustment Date") on which financial statements are delivered to the Lenders pursuant to Section 6.1 and shall remain in effect until
the next change to be effected pursuant to this paragraph. If any financial statements referred to above are not delivered in accordance with Section 6.1 or any waiver granted in connection
therewith, then, until such financial statements are delivered, the Consolidated Leverage Ratio as at the end of the fiscal period that would have been covered thereby shall for the purposes of this
definition be deemed to be greater than 2.50 to 1.0 for Revolving Credit Loans and 1.50 to 1.0 for Tranche D Term Loans.

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