**Exhibit10.2**

**NOTE:THIS DOCUMENT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TORULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. PORTIONS OFTHIS DOCUMENT FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED HAVE BEENREDACTED AND ARE MARKED HEREIN BY ”[***]”. SUCH REDACTED INFORMATION HASBEEN FILED SEPARATELY WITH THE COMMISSION PURSUANT TO THE CONFIDENTIALTREATMENT REQUEST.**

** **

**EXHIBITOR SERVICES AGREEMENT**

**BETWEEN NATIONAL CINEMEDIA, LLCANDREGAL CINEMAS, INC.**

**DATEDAS OF FEBRUARY 13, 2007**

 

 

----

**TABLE OF CONTENTS**
|                                       | **Page**         |
|---------------------------------------|------------------|
|                                  |             |
| **ARTICLE 1 DEFINITIONS**             | 1                |
| ** **                            | **Section 1.01** | **Definitions** | 1 |
| ** **                            | ** **       | ** ** |   |
| **ARTICLE 2 PARTICIPATION AND FEES**  | 13               |
| ** **                            | **Section 2.01** | **Theatre Service Participation** | 13 |
| ** **                            | **Section 2.02** | **Addition of Theatres** | 14 |
| ** **                            | **Section 2.03** | **Disposition of Theatres** | 15 |
| ** **                            | **Section 2.04** | **Mandatory Participation** | 15 |
| ** **                            | **Section 2.05** | **ESA Modification Payments; Theatre Access Fees** | 16 |
| ** **                            | **Section 2.06** | **Non-Cash Consideration** |   |
| ** **                            | ** **       | ** ** |   |
| **ARTICLE 3 EQUIPMENT**               | 17               |
| ** **                            | **Section 3.01** | **Procurement; Cost; Specifications** | 17 |
| ** **                            | **Section 3.02** | **Ownership of Equipment** | 17 |
| ** **                            | **Section 3.03** | **Regal Equipment** | 17 |
| ** **                            | **Section 3.04** | **Installation** | 18 |
| ** **                            | **Section 3.05** | **Upgrades and Modifications** | 19 |
| ** **                            | **Section 3.06** | **Network Integration** | 19 |
| ** **                            | **Section 3.07** | **Training** | 19 |
| ** **                            | **Section 3.08** | **Equipment Maintenance Standard** | 19 |
| ** **                            | ** **       | ** ** |   |
| **ARTICLE 4 DELIVERY OF THE SERVICE** | 20               |
| ** **                            | **Section 4.01** | **Content and Distribution of the Digital Content  Service and Traditional Content Program** | 20 |
| ** **                            | **Section 4.02** | **Delivery of Lobby Promotions, Digital  Programming Services and Meeting Services** | 21 |
| ** **                            | **Section 4.03** | **Content Standards** | 22 |
| ** **                            | **Section 4.04** | **Development of the Service** | 23 |
| ** **                            | **Section 4.05** | **Brand; Policy Trailer; Branded Slots** | 24 |
| ** **                            | **Section 4.06** | **Beverage and Legacy Agreements** | 25 |
| ** **                            | **Section 4.07** | **Other Regal Advertising Agreements** | 26 |
| ** **                            | **Section 4.08** | **Regal Run-Out Obligations** | 27 |
| ** **                            | **Section 4.09** | **License** | 28 |
| ** **                            | **Section 4.10** | **Cooperation and Assistance** | 29 |
| ** **                            | **Section 4.11** | **Trailers** | 30 |
| ** **                            | **Section 4.12** | **Customer Access to Pre-Feature Program** | 30 |
| ** **                            | **Section 4.13** | **Excluded Theatres; IMAX Screens** | 30 |
| ** **                            | **Section 4.14** | **Grand Openings; Popcorn Tubs; Employee Uniforms** | 31 |
| ** **                            | **Section 4.15** | **Consultation regarding Certain Advertising  Agreements** | 32 |
| ** **                            | ** **       | ** ** |   |
| **ARTICLE 5 SUPPORT; MAKE GOODS**     | 32               |
| ** **                            | **Section 5.01** | **Software Support** | 32 |

 

i

----

 
|                                                                  | **Section 5.02**  | **Cooperation**                                                                   | 33     |
|------------------------------------------------------------------|-------------------|-----------------------------------------------------------------------------------|--------|
| ** **                                                       | **Section 5.03**  | **Make Goods**                                                                    | 33     |
| ** **                                                       | ** **        | ** **                                                                        |   |
| **ARTICLE 6 DIGITAL PROGRAMMING SERVICES AND  MEETING SERVICES** | 33                |
| ** **                                                       | **Section 6.01**  | **Participation in Digital Programming**                                          | 33     |
| ** **                                                       | **Section 6.02**  | **Participation in Meeting Services**                                             | 33     |
| ** **                                                       | **Section 6.03**  | **Marketing and Promotion of Digital Programming  Services and Meeting Services** | 33     |
| ** **                                                       | **Section 6.04**  | **Concessions, Sponsorships**                                                     | 34     |
| ** **                                                       | **Section 6.05**  | **LLC’s First Right**                                                        | 34     |
| ** **                                                       | **Section 6.06**  | **Digital Programming Content**                                                   | 34     |
| ** **                                                       | **Section 6.07**  | **Use of Digital Content Network**                                                | 35     |
| ** **                                                       | ** **        | ** **                                                                        |   |
| **ARTICLE 7 INTELLECTUAL PROPERTY**                              | 35                |
| ** **                                                       | **Section 7.01**  | **Software License**                                                              | 35     |
| ** **                                                       | **Section 7.02**  | **License of the LLC Marks**                                                      | 35     |
| ** **                                                       | **Section 7.03**  | **License of the Regal Marks**                                                    | 36     |
| ** **                                                       | **Section 7.04**  | **Status of the LLC Marks and Regal Marks**                                       | 38     |
| ** **                                                       | ** **        | ** **                                                                        |   |
| **ARTICLE 8 FEES**                                               | 38                |
| ** **                                                       | **Section 8.01**  | **Payment**                                                                       | 38     |
| ** **                                                       | **Section 8.02**  | **Audit**                                                                         | 38     |
| ** **                                                       | ** **        | ** **                                                                        |   |
| **ARTICLE 9 TERM AND TERMINATION**                               | 39                |
| ** **                                                       | **Section 9.01**  | **Term**                                                                          | 39     |
| ** **                                                       | **Section 9.02**  | **Termination; Defaults**                                                         | 40     |
| ** **                                                       | **Section 9.03**  | **Right of First Refusal**                                                        | 41     |
| ** **                                                       | **Section 9.04**  | **Survival**                                                                      | 42     |
| ** **                                                       | **Section 9.05**  | **Effect of Termination**                                                         | 43     |
| ** **                                                       | ** **        | ** **                                                                        |   |
| **ARTICLE 10 REPRESENTATIONS, WARRANTIES AND  COVENANTS**        | 43                |
| ** **                                                       | **Section 10.01** | **Representations and Warranties**                                                | 43     |
| ** **                                                       | **Section 10.02** | **Additional Covenants**                                                          | 44     |
| ** **                                                       | **Section 10.03** | **Disclaimer**                                                                    | 44     |
| ** **                                                       | ** **        | ** **                                                                        |   |
| **ARTICLE 11 INDEMNIFICATION**                                   | 45                |
| ** **                                                       | **Section 11.01** | **Indemnification**                                                               | 45     |
| ** **                                                       | **Section 11.02** | **Defense of Action**                                                             | 46     |
| ** **                                                       | ** **        | ** **                                                                        |   |
| **ARTICLE 12 ADDITIONAL RIGHTS AND OBLIGATIONS**                 | 46                |
| ** **                                                       | **Section 12.01** | **Assistance**                                                                    | 46     |
| ** **                                                       | **Section 12.02** | **Infringement**                                                                  | 47     |
| ** **                                                       | **Section 12.03** | **Theatre Passes**                                                                | 47     |
| ** **                                                       | **Section 12.04** | **Compliance with Law**                                                           | 47     |
| ** **                                                       | **Section 12.05** | **Insurance**                                                                     | 47     |
| ** **                                                       | **Section 12.06** | **Most Favored Nations**                                                          | 47     |
| ** **                                                       | **Section 12.07** | **Non-Competition and Non-Solicitation**                                          | 48     |

 

ii

----

 
| **ARTICLE 13 OWNERSHIP**       | 48                |
|--------------------------------|-------------------|
| ** **                     | **Section 13.01** | **Property** | 48 |
| ** **                     | **Section 13.02** | **Derived Works** | 49 |
| ** **                     | **Section 13.03** | **No Title** | 50 |
| ** **                     | ** **        | ** ** |   |
| **ARTICLE 14 CONFIDENTIALITY** | 50                |
| ** **                     | **Section 14.01** | **Confidential Treatment** | 50 |
| ** **                     | **Section 14.02** | **Injunctive Relief** | 51 |
| ** **                     | ** **        | ** ** |   |
| **ARTICLE 15 MISCELLANEOUS**   | 51                |
| ** **                     | **Section 15.01** | **Notices** | 51 |
| ** **                     | **Section 15.02** | **Waiver; Remedies** | 52 |
| ** **                     | **Section 15.03** | **Severability** | 52 |
| ** **                     | **Section 15.04** | **Integration; Headings** | 52 |
| ** **                     | **Section 15.05** | **Construction** | 52 |
| ** **                     | **Section 15.06** | **Non-Recourse** | 52 |
| ** **                     | **Section 15.07** | **Governing Law; Submission to Jurisdiction** | 53 |
| ** **                     | **Section 15.08** | **Assignment** | 54 |
| ** **                     | **Section 15.09** | **Force Majeure** | 54 |
| ** **                     | **Section 15.10** | **Third Party Beneficiary** | 54 |
| ** **                     | **Section 15.11** | **Export** | 54 |
| ** **                     | **Section 15.12** | **Independent Contractors** | 55 |
| ** **                     | **Section 15.13** | **Counterparts** | 55 |

 

EXHIBITS AND SCHEDULE
|        | Exhibit A   | Description of Advertising Services and Digital  Programming Services                                     |
|--------|------------------|-----------------------------------------------------------------------------------------------------------|
|   | Exhibit A-1 | Inventory of Lobby Promotions                                                                             |
|   | Exhibit B   | Creative Services, Beverage Agreement Advertising  Rate, Digital Programming Services, Administrative Fee |
|   | Exhibit B-1      | Terms regarding Meeting Services                                                                          |
|   |             |                                                                                                      |
|   | Schedule 1  | Calculation of Exhibitor Allocation, Theatre Access  Fee and Run-Out Obligations                          |

 

iii

----

**EXHIBITOR SERVICES AGREEMENT**

THIS EXHIBITOR SERVICES AGREEMENT (this “Agreement”)is entered into and effective as of February 13, 2007 (the “Effective Date”) byand between National CineMedia, LLC, a Delaware limited liability company (“LLC”),and Regal Cinemas, Inc., a Tennessee corporation (“Regal,” and with LLC, each a“Party” and collectively, the “Parties”).

**BACKGROUND**

WHEREAS, American Multi-Cinema, Inc. (“AMC”), RegalCineMedia Holdings, LLC (“RCH”) and Cinemark Media, Inc. (“Cinemark Media”),are parties to that certain Third Amended and Restated Limited LiabilityCompany Operating Agreement, dated of even date herewith (the “LLC Agreement”),which shall govern the rights and obligations of AMC, RCH and Cinemark Media(collectively, the “Founding Members”) and National CineMedia, Inc. (“NationalCineMedia”) as Members in LLC and their ownership of certain Common Units (asdefined in the LLC Agreement) in LLC; and

WHEREAS, pursuant to the LLC Agreement, LLC willoperate a Digital Content Network (as defined below), which has thecapabilities to provide the Founding Members the Digital Content Service, theDigital Programming Services and the Meeting Services (each as defined below)pursuant to the terms and conditions herein; and

WHEREAS, Regal participates in the Digital ContentNetwork through its Theatres; and

WHEREAS, LLC and Regal desire to enter into a servicearrangement pursuant to which LLC will provide the Advertising Services (asdefined below), including the Digital Content Service and the TraditionalContent Program, the Digital Programming Services and the Meeting Services toRegal theatres, and Regal will accept the Advertising Services, the DigitalProgramming Services and the Meeting Services in such theatres, all on theterms and conditions set forth herein; and

WHEREAS, LLC and Regal anticipate that this servicearrangement will, among other accomplishments, improve both the movie-goingexperience of theatre patrons and the ability of national, regional and localadvertisers to reach their target consumers.

NOW, THEREFORE, in consideration of the premises andmutual covenants in this Agreement, and for other good and valuableconsideration, the receipt and sufficiency of which are hereby expresslyacknowledged, and, intending to be legally bound hereby, the Parties heretoagree as follows:

# **ARTICLE1**

# **DEFINITIONS**

## **Section 1.01         Definitions.**  Within the context of this Agreement, thefollowing terms shall have the following meanings:

“**4.03 Revenue**”has the meaning assigned to it in Section 4.03.

----

“**Acceptance Notice**”has the meaning assigned to it in Section 9.03(c).

“**AcquisitionTheatre(s)**” has the meaning assigned to it in Section 2.02(b).

“**Additional LobbyPromotion**” has the meaning assigned to it in Section 4.02(a)(i).

“**AdministrativeAgent**” means Lehman Commercial Paper Inc., as administrative agentunder the LLC Credit Agreement and any successors and assignees in accordancewith the terms of the LLC Credit Agreement.

“**Administrative Fee**”means the fee for services provided by LLC as requested by Regal in connectionwith delivery of content to Theatres.

“**AdvertisingServices**” means the advertising and promotional services (includingthe Digital Content Service, the Digital Carousel, the Traditional ContentProgram, Lobby Promotions and Event Sponsorships) as described in Part Aof Exhibit A hereto.

“**Affiliate**”means with respect to any Person, any Person that directly or indirectly,through one or more intermediaries Controls, is Controlled by or is undercommon Control with such Person.  Notwithstandingthe foregoing, (i) no Member shall be deemed an Affiliate of LLC,(ii) LLC shall not be deemed an Affiliate of any Member, (iii) nostockholder of REG, or any of such stockholder’s Affiliates (other than REG andits Subsidiaries) shall be deemed an Affiliate of any Member or LLC,(iv) no stockholder of Marquee Holdings, or any of such stockholder’sAffiliates (other than Marquee Holdings and its Subsidiaries) shall be deemedan Affiliate of any Member or LLC, (v) no stockholder of Cinemark Holdings,or any of such stockholder’s Affiliates (other than Cinemark Holdings and itsSubsidiaries) shall be deemed an Affiliate of any Member or LLC, (vi) nostockholder of National CineMedia shall be deemed an Affiliate of NationalCineMedia, and (vii) National CineMedia shall not be deemed an Affiliateof any stockholder of National CineMedia.

“**AggregateAdvertising Revenue**” means, for the applicable measurement period,the total revenue, in the form of cash and non-cash consideration, payable toLLC for Advertising Services, excluding revenue payable to LLC related to (i)Event Sponsorship, (ii) Advertising Services provided to third parties that arenot Founding Members, and (iii) Advertising Services provided to FoundingMembers outside the provisions of this Agreement pursuant to a writtenagreement between LLC and such Founding Members.

“**Agreement**”has the meaning assigned to it in the preamble of this Agreement, as the samemay be amended, supplemented or otherwise modified from time to time.

“**AlternativeAgreement**” has the meaning assigned to it in Section 9.03(a).

“**AMC**” hasthe meaning assigned to it in the recitals to this Agreement.

“**AMC ExhibitorAgreement**” means the Exhibitor Services Agreement between LLC andAMC, dated of even date herewith, as the same may be amended, supplemented orotherwise modified from time to time.

2

----

**“AMC Theatre”** meansany “Theatre” as defined in the AMC Exhibitor Agreement.

**“Assignment and Assumption”**has the meaning assigned to it in Section 15.08.

“**Bankruptcy Code**”means Title 11 of the United States Code (11 U.S.C. §101 et seq.), as amendedfrom time to time.

“**Beverage Agreement**”means the Marketing, Advertising and Brand Presence Agreement by and betweenCoca-Cola North America, a division of The Coca-Cola Company, and Regal, datedas of October, 2001, and all exhibits and amendments thereto**,**as such agreement may be amended fromtime to time, and any subsequent agreements entered into by Regal and itsbeverage concessionaires at the expiration or termination of the agreementreferenced above which is in effect on the Effective Date.

“**Beverage AgreementAdvertising Rate**” has the meaning assigned to it inSection 4.06(a).

“**Beverage ComplianceReport**” has the meaning assigned to it in Section 4.10(b)(i).

“**Brand**”has the meaning assigned to it in Section 4.05.

“**Branded Slots**”has the meaning assigned to it in Section 4.05.

**“Church Worship Service”**means a Meeting Event sold to a non-profit religious organization.

“**Cinemark**” means Cinemark USA, Inc., a Texascorporation.

“**Cinemark ExhibitorAgreement**” means the Exhibitor Services Agreement between LLC andCinemark, dated of even date herewith, as the same may be amended, supplementedor otherwise modified from time to time.

“**Cinemark Holdings**”means Cinemark Holdings, Inc. or its successor or any Person that wholly ownsCinemark Holdings, directly or indirectly, in the future.

“**Cinemark Media**”has the meaning assigned to it in the recitals to this Agreement.

**“Cinemark Theatre”**means any “Theatre” as defined in the Cinemark Exhibitor Agreement.

“**Client Limitation**”has the meaning assigned to it in Section 4.07(b)(i).

**“Common Unit Adjustment”**has the meaning assigned to it in the LLC Agreement.

**“Common Units”** hasthe meaning assigned to in the LLC Agreement.

“**Concessions**”means popcorn, candy, and other food and beverage items sold at the concessionstands in Theatres.

3

----

“**ConfidentialInformation**” means all documents and information concerning anyother Party hereto furnished it by such other Party or its representatives inconnection with the transactions contemplated by this Agreement (together withconfidential information, including but not limited to Intellectual Propertyand other Proprietary Information of the other Members and LLC), and shallinclude, by way of example and not limitation, the LLC Property, the RegalProperty, the LLC Derived Works and the Regal Derived Works.  Confidential Information shall also includeall Confidential Information supplied by the Members and their Affiliates.  Notwithstanding the foregoing, ConfidentialInformation shall not include any information that can be shown to have been(i) previously known by the Party to which it is furnished lawfully andwithout breaching or having breached an obligation of such Party or thedisclosing Party to keep such documents and information confidential,(ii) in the public domain through no fault of the disclosing Party, or(iii) independently developed by the disclosing Party without using orhaving used the Confidential Information.

“**Control**”(including the terms “**Controlled by**”and “**under common Control with**”),with respect to the relationship between or among two or more Persons, meansthe possession, directly or indirectly, of the power to direct or cause thedirection of the affairs or management of a Person, whether through theownership of voting securities, as trustee or executor, by contract orotherwise.

“**Costs**”****has the meaning assigned to it inSection 11.01(a).

“**CPI**”means the monthly index of the U.S. City Average Consumer Price Index for UrbanWage Earners and Clerical Workers (All Items; 1982-84 equals 100) published bythe United States Department of Labor, Bureau of Labor Statistics or anysuccessor agency that shall issue such index. In the event that the CPI is discontinued for any reason, LLC shall usesuch other index, or comparable statistics, on the cost of living for urbanareas of the United States, as shall be computed and published by any agency ofthe United States or, if no such index is published by any agency of the UnitedStates, by a responsible financial periodical of recognized authority.

“**CPI Adjustment**”means the quotient of (i) the CPI for the month of January in the calendar yearfor which the CPI Adjustment is being determined, divided by (ii) the CPI forJanuary of 2007.

“**Creative Services**”has the meaning assigned to it in Exhibit B.

“**Designated Services**”has the meaning assigned to it in Section 9.03(a).

“**Digital Carousel**”means a loop of slide advertising with minimal branding and entertainmentcontent which (i) is displayed before the Pre-Feature Program in DigitizedTheatres via the Digital Content Network and (ii) is displayed before theTraditional Content Program in Non-Digitized Theatres via a non-digital slideprojector.

“**Digital CinemaServices**” means services related to the digital playback and displayof feature films at a level of quality commensurate with that of 35 mmfilm release prints that includes high-resolution film scanners, digital imagecompression, high-speed data networking and storage, and advanced digitalprojection.

4

----

“**Digital ContentNetwork**” means a network of LLC Equipment and third-party equipmentand other facilities which provides for the electronic transmission of digitalcontent**,** directly or indirectly,from a centrally-controlled location to Theatres, resulting in the “on-screen”exhibition of such content in such Theatres, either in Theatre auditoriums oron Lobby Screens.

“**Digital ContentService**” means the Pre-Feature Program, Policy Trailer, EventTrailer and the Video Display Program.

“**Digital Event PeakSeason**” has the meaning assigned to it in Exhibit B.

“**Digital Films**”has the meaning assigned to it in Exhibit B.

“**Digital Programming**”means the content of Digital Programming Services.

**“Digital Programming EBITDA Threshold”**has the meaning assigned to it in Section 9.01(b).

**“Digital Programming Renewal Term”**has the meaning assigned to it in Section 9.01(b).

“**Digital ProgrammingServices**” has the meaning assigned to it in Part B of Exhibit B.

**“Digital Programming Term”**has the meaning assigned to it in Section 9.01(b).

“**Digital Screen**”means a screen in an auditorium of a Digitized Theatre.

“**Digitized Theatres**”means all Theatres that are connected to the Digital Content Network, as of theEffective Date, and all Theatres that subsequently connect to the DigitalContent Network, as of the date such connection is established**.**

“**Disposition**”(including the term “**Disposed**”)has the meaning assigned to it in Section 2.03.

“**EBITDA**”****means, for the applicable measurementperiod, earnings before interest, taxes, depreciation and amortization, all asdefined by GAAP.

“**Effective Date**”has the meaning assigned to it in the preamble of this Agreement.

“**Encumbered Theatres**”has the meaning assigned to it in Section 4.08(a).

“**Equipment**”means the equipment and cabling, as prescribed by the terms of this Agreement,which is necessary to schedule, distribute, play, reconcile and otherwisetransmit and receive the Services delivered by LLC pursuant to the terms ofthis Agreement, and a complete list of all such equipment located inside or onany Theatre building and the ownership thereof as of the date hereof is setforth in the Specification Documentation, as may be amended from time to timeat the request of either Party.

5

----

“**ESA-Related TaxBenefit Payments**” has the meaning assigned to it in Section 1.1 ofthe Tax Receivable Agreement.

“**Event Sponsorship**”has the meaning assigned to it in Part A of Exhibit A.

“**Event Trailer**”has the meaning assigned to it in Section 6.03(a).

“**Excluded Theatres**”has the meaning assigned to it in Section 4.13(a).

“**Flight**” has the meaning assigned to it inSection 4.01(a).

“**Founding Members**”has the meaning assigned to it in the recitals to this Agreement and shallinclude their respective Affiliates.

“**Future Theatres**”has the meaning assigned to it in Section 3.01.

“**GAAP**”means United States generally accepted accounting principles, consistentlyapplied.

“**GovernmentalAuthority**” means any nation or government, any state or otherpolitical subdivision thereof, and any entity exercising executive,legislative, judicial, regulatory or administrative functions of or pertainingto government.

“**Group**”has the meaning used in Section 13(d) and 14(d) of the Securities ExchangeAct of 1934.

“**IMAX Screens**”has the meaning assigned to it in Section 4.13(b).

“**Indemnifying Party**”has the meaning assigned to it in Section 11.01(c).

“**Infringement**”has the meaning assigned to it in Section 12.02.

**“Initial Digital Programming Term”**has the meaning assigned to it in Section 9.01(b).

**“Initial Meeting Services Term”**has the meaning assigned to it in Section 9.01(c).

“**Initial Term**”has the meaning assigned to it in Section 9.01(a).

“**IntellectualProperty**” means all intellectual property, including but not limitedto all U.S., state and foreign (i) (A) patents, inventions,discoveries, processes and designs; (B) copyrights and works of authorshipin any media; (C) trademarks, service marks, trade names, trade dress andother source indicators and the goodwill of the business symbolized thereby,(D) software; and (E) trade secrets and other confidential orproprietary documents, ideas, plans and information; (ii) registrations,applications and recordings related thereto; (iii) rights to obtainrenewals, extensions, continuations or similar legal protections relatedthereto; and (iv) rights to bring an action at law or in equity for theinfringement or other impairment thereof.

“**Inventory**” means any advertising or othercontent.

6

----

“**License Agreement**”means that certain Second Amended and Restated Software License Agreement,dated of even date herewith, among LLC, AMC, Cinemark and Regal, as applicable,and as such agreement may be amended, supplemented or otherwise modified fromtime to time.

“**LLC Agreement**”has the meaning assigned to it in the recitals to this Agreement.

“**LLC CreditAgreement**” means the Credit Agreement dated as of February 13, 2007among LLC, the several lenders from time to time parties thereto, JPMorganChase Bank, N.A., as syndication agent, Credit Suisse (USA) LLC and MorganStanley Senior Funding, Inc., as co-documentation agents and the AdministrativeAgent, as amended, modified or supplemented from time to time and anyextension, refunding, refinancing or replacement (in whole or in part) thereof.

“**LLC Derived Works**”has the meaning assigned to it in Section 13.02(a).

“**LLC Equipment**”means the Equipment owned by LLC pursuant to the terms of this Agreement.

“**LLC Marks**”means the trademarks, service marks, logos, slogans and/or designs owned by LLCor otherwise contributed by LLC for use under this Agreement, in any and allforms, formats and styles, including as may be used in the Brand (as definedherein), as may be modified from time-to-time all as notified to Regal fromtime to time by LLC.

“**LLC Property**”has the meaning assigned to it in Section 13.01(a).

“**LLC QualityStandards**” has the meaning assigned to it in Section 7.02(c).

“**Lobby Promotions**”has the meaning assigned to it in Part A of Exhibit A.

“**Lobby Screen”**means a plasma, LED or other type of screen displaying digital or recordedcontent that is located inside a Theatre and outside the auditoriums, or anyother type of visual display mechanism that replaces such a screen.  Lobby Screens shall not include, however,digital poster cases, digital animated poster cases**,**ATM or ticket kiosk screens (or such items that may replacedigital poster cases or ATM or ticket kiosk screens in the future) or othersubstantially similar display mechanisms that display Theatre Advertising orpromotional material that may include some or all of the following types ofcontent: isolated images or still scenes from feature films, full motionelements that are not a movie trailer, interactive elements, audio elements andmotion sensors and which content, considered singularly and collectively, is sufficientlylimited in playtime and complexity such that it cannot reasonably be consideredequivalent to a movie trailer.

“**Loews Theatres**”mean the theatres acquired (and not divested under government order) by AMCEntertainment Inc. in connection with its merger with Loews CineplexEntertainment Corporation completed on January 26, 2006.

“**Marketing Materials**”has the meaning assigned to it in Section 7.02(a).

7

----

“**Marquee Holdings**”means Marquee Holdings Inc. (a holding company that conducts business through itssubsidiary AMC Entertainment Inc.) or its successor or any Person that whollyowns Marquee Holdings, directly or indirectly, in the future.

**“Meeting Services”**has the meaning assigned to it in Part C of Exhibit A.

**“Meeting Services EBITDA Threshold”**has the meaning assigned to it in Section 9.01(c).

**“Meeting Services Renewal Term”**has the meaning assigned to it in Section 9.01(c).

**“Meeting Services Term”**has the meaning assigned to it in Section 9.01(c).

**“Meeting With a Movie”**means a Meeting Services event at which a feature film is shown and for whichtickets are sold.

**“Meeting Without a Movie”**means a Meeting Services event at which no feature film is shown.

“**Member**”means each Person that becomes a member, as contemplated in the DelawareLimited Liability Act, of LLC in accordance with the provisions of the LLCAgreement and has not ceased to be a Member pursuant to the LLC Agreement.

“**National CineMedia**”has the meaning assigned to it in the recitals to this Agreement.

“**Newbuild Theatre(s)**”has the meaning assigned to it in Section 2.02(a).

“**Non-AssignableLegacy Agreement**” has the meaning assigned to it inSection 4.06(b)(ii).

“**Non-DigitizedTheatres**” means Theatres that are not Digitized Theatres.

“**Party**”has the meaning assigned to it in the preamble of this Agreement.

“**Permitted Transfer**”means:

### **(a)          **byoperation of law or otherwise, the direct or indirect change in control,merger, consolidation or acquisition of all or substantially all of the assetsof LLC or Regal, as applicable, or the assignment of this Agreement by CircuitA to an Affiliate,

### **(b)          **withrespect to the rights and obligations of LLC under this Agreement, (i) thegrant of a security interest by LLC in this Agreement and all rights andobligations of LLC hereunder to the Administrative Agent, on behalf of theSecured Parties, pursuant to the Security Documents, (ii) the assignment orother transfer of such rights and obligations to the Administrative Agent (onbehalf of the Secured Parties) or other third party upon the exercise of remediesin accordance with the LLC Credit Agreement and the Security Documents and(iii) in the event that the Administrative Agent is the initial assignee ortransferee under the preceding clause (ii), the subsequent assignment or othertransfer of such rights and obligations by the

8

----

### Administrative Agent on behalf of the Secured Parties to a third party,or

### **(c)          **inthe event that LLC becomes a debtor in a case under the Bankruptcy Code, theassumption and/or assignment by LLC of this Agreement under section 365 of theBankruptcy Code, notwithstanding the provisions of section 365(c) thereof.

“**Person**”means any individual, corporation, limited liability company, partnership,trust, joint stock company, business trust, unincorporated association, jointventure, Governmental Authority or other entity or organization of any naturewhatsoever or any Group of two or more of the foregoing.

“**Play List**”has the meaning assigned to it in Section 4.01(a).

“**Policy Trailer**”has the meaning assigned to it in Section 4.05(b).

“**Pre-Feature Program**”means a program of digital content of between twenty (20) and thirty (30)minutes in length that is distributed by LLC through the Digital ContentNetwork for exhibition in Digitized Theatres prior to Showtime, or that isdistributed non-digitally by some other means, including DVD, for exhibitionprior to Showtime in Non-Digitized Theatres.

“**Pre-FeatureProgramming Schedule**” means the schedule for the Pre-Feature Programas developed from time to time by LLC after consultation with Regal.

“**ProprietaryInformation**” means all Intellectual Property, including but notlimited to information of a technological or business nature, whether writtenor oral and if written, however produced or reproduced, received by orotherwise disclosed to the receiving Party from or by the disclosing Party thatis marked proprietary or confidential or bears a marking of like import, orthat the disclosing Party states is to be considered proprietary orconfidential, or that a reasonable person would consider proprietary orconfidential under the circumstances of its disclosure.

**“PSA Trailer”** meansup to 30 seconds for Regal approved fundraising and that may contain thedisplay of any trademark, service mark, logo or other branding of thecharitable organizations sponsoring such fundraising that is exhibited in theTheatres after Showtime.

“**RCH**” hasthe meaning assigned to it in the recitals to this Agreement.

“**REG**”means Regal Entertainment Group or its successor or any Person that wholly ownsREG, directly or indirectly, in the future.

“**Regal**”has the meaning assigned to it in the preamble of this Agreement.

“**Regal Derived Works**”****has the meaning assigned to it inSection 13.02(b).

“**Regal Equipment**”means the Equipment owned by Regal.

“**Regal Information**”means all Confidential Information supplied byRegal and its Affiliates.

9

----

“**Regal Initial ESAModification Payment**” has the meaning assigned to it in Section2.05(a)(i).

“**Regal LegacyAgreement(s)**” means all pre-Effective Date agreements of Regal orits Affiliates, including without limitation such agreements relating to thepurchase of advertising in Acquisition Theatres, pursuant to which serviceswhich fall within the definition of Advertising Services are provided and whichare expected to result in the generation of revenue payable to Regal or itsAffiliates on and after the Effective Date, but excluding the BeverageAgreement, agreements with third-party cinema advertising service providers(which give rise to Run-Out Obligations pursuant to Section 4.08) andagreements between Regal or its Affiliates and any theatres owned by thirdparties (including other Members or their Affiliates) regarding the exhibitionof content, advertisements or promotions in such third-party theatres.

“**Regal Marks**”****means the trademarks, service marks,logos, slogans and/or designs owned by Regal or otherwise contributed by Regalfor use under this Agreement, in any and all forms, formats and styles,including as may be used in the Brand (as defined herein), as may be modifiedfrom time-to-time all as notified to LLC from time-to-time by Regal.

“**Regal Property**”has the meaning assigned to it in Section 13.01(b).

“**Regal QualityStandards**” has the meaning assigned to it in Section 7.03(c).

“**Renewal Term**”has the meaning assigned to it in Section 9.01(a).

“**Representatives**”has the meaning assigned to it in Section 11.01(a).

“**ROFR Notice**”has the meaning assigned to it in Section 9.03(a).

“**ROFR Period**”has the meaning assigned to it in Section 9.03(a).

“**ROFR Response**”has the meaning assigned to it in Section 9.03(c).

“**ROFR ResponsePeriod**” has the meaning assigned to it in Section 9.03(c).

“**Run-Out Obligations**”has the meaning assigned to it in Section 4.08.

“**Secured Parties**”means the “Secured Parties” (or any analogous concept) as defined in the LLCCredit Agreement.

“**Security Documents**”means the “Security Documents” as defined in the LLC Credit Agreement and anyamendment, modification, supplement or replacement of such Security Documents.

**“Service”** means theAdvertising Services and, for the duration of the Meeting Services Term and theDigital Programming Term, the Meeting Services and the Digital ProgrammingServices, respectively, all as set forth on Exhibit A and asapplicable.

**“Showtime”** meansthe advertised showtime for a feature film.

10

----

“**Software**”means the software owned by, and/or licensed to, LLC or its direct or indirectSubsidiaries and which is installed on either LLC Equipment or Regal Equipmentand used in connection with delivery of the Digital Content Service, the DigitalCarousel, the Digital Programming Services and the Meeting Services.

“**Special Promotions**”has the meaning assigned to it in Section 4.14.

**“Specification Documentation”**means documentation as specified herein, relating to technical specificationsor other matters relating of this Agreement, that is delivered and agreed uponby the Parties on the Effective Date of this Agreement.

“**Strategic LENPromotion**” has the meaning assigned to it inSection 4.07(b)(ii).

“**Strategic LobbyPromotion**” has the meaning assigned to it inSection 4.07(b)(iii).

“**Strategic Programs**”has the meaning assigned to it in Section 4.07(b).

“**StrategicRelationship**” has the meaning assigned to it inSection 4.07(b).

“**Subsidiary**”means, with respect to any Person, (i) a corporation a majority of whosecapital stock with the general voting power under ordinary circumstances tovote in the election of directors of such corporation (irrespective of whetheror not, at the time, any other class or classes of securities shall have, ormight have, voting power by reason of the happening of any contingency) is atthe time beneficially owned by such Person, by one or more Subsidiaries of suchPerson or by such Person and one or more Subsidiaries thereof or (ii) anyother Person (other than a corporation), including a joint venture, a generalor limited partnership or a limited liability company, in which such Person,one or more Subsidiaries thereof or such Person and one or more Subsidiariesthereof, directly or indirectly, at the date of determination thereof,beneficially own a majority ownership interest entitled to vote in the electionof directors, managers or trustees thereof (or other Persons performing suchfunctions) or act as the general partner or managing member of such otherPerson.

“**SupplementalTheatre Access Fee**” has the meaning assigned to it inSchedule 1.

“**Tax Receivable Agreement**” means thatcertain Tax Receivable Agreement by and among National CineMedia, LLC, RCH,AMC, Cinemark Media, Cinemark, and Regal, and to be dated as of the datehereof.

“**Term**” has the meaning assigned to it inSection 9.01(a).

“**Territory**”means the 50 states of the United States of America and the District ofColumbia.

“**Theatre Access Fee**”has the meaning assigned to it in Schedule 1.

**“Theatre Advertising”**means advertisement of one or more of the following activities associated withoperation of the Theatres of Regal or its Affiliates:  (A) Concessions or Concessionpromotions, (B) Regal’s gift cards, loyalty programs and other itemsrelated to

11

----

Regal’s business in theTheatres, (C) events presented by Regal pursuant to Section 6.05, or(D) vendors of services (other than film-related vendors) provided to theTheatres, provided such promotion is incidental to the vendor’s service suchas, but without limitation, online or telephone ticketing or other alternativedelivery sources for the same, credit cards, bank cards, charge cards, debitcards, gift cards and other consumer payment devices.  Theatre Advertising includes the display ofconcession menus, movie listings, Showtimes and pricing information.

“**Theatres**”means from time-to-time, as applicable, all theatres in the Territory owned byRegal or an Affiliate of Regal or as to which Regal or an Affiliate of Regalhas a controlling interest or operational control, including both Digitized andNon-Digitized Theatres, except as provided in Sections 2.02(b), 4.08 and4.13 or as may be mutually agreed by the Parties in writing.  The foregoing notwithstanding, no motionpicture theatre located outside of the Territory shall be a Theatre without LLC’sprior written consent.  Theatre includesall parts of the physical facilities inside a theatre building to which thepublic has access.

**“ThirdParty Theatre Agreement”****means an agreement between LLCand a third party that gives LLC a right to provide Advertising Services withrespect to the Theatres being Disposed of by a Founding Member to such thirdparty and that meets the following minimum requirements:  (i) the third party grants LLC exclusiveaccess to and the exclusive right to provide Advertising Services with respectto the Theatres; (ii) the Third Party Theatre Agreement incorporates contentstandards no more restrictive than as set forth in section 4.03 of thisAgreement; (iii) the fee payable by LLC to the third party for the AdvertisingServices does not exceed [***] of LLC’s total revenue attributable to suchAdvertising Services; (iv) the term of the Third Party Theatre Agreement(excluding extensions) is for the shorter of (A) the term of the longestlease (excluding extensions) being Disposed of by the Founding Member in thetransaction, or (B) [***]; (v) LLC has substantially similar penaltiesupon a breach of the Third Party Theatre Agreement by such third party than asset forth in this Agreement for breaches by such Founding Member; and (vi) inall other material respects, the Third Party Theatre Agreement imposesobligations upon the third party that are substantially similar to theobligations imposed upon the Founding Member in this Agreement, except thatobligations arising exclusively from such Founding Member’s status as aFounding Member shall be inapplicable to the third party.**

“**Traditional ContentProgram**” means advertising and other promotional content which isdisplayed on 35 mm film prior to Showtime.

“**Trailer**”means a promotion secured by Regal or its designee (which retains the exclusiverights to so secure for all of its Theatres) for a feature film that isexhibited in the Theatres after Showtime.

“**Unit AdjustmentAgreement**” means that certain Common Unit Adjustment Agreement ofeven date herewith among National CineMedia, LLC, RCH, AMC, Cinemark Media,Cinemark, and Regal, and to be dated as of the date hereof.

“**Upgrade Request**”has the meaning assigned to it in Section 3.05.

12

----

“**Video DisplayProgram**” means a program of digital content shown on Lobby Screenswhich is distributed by LLC through the Digital Content Network for exhibitionin Digitized Theatres, and which is distributed non-digitally by some othermeans, including DVD, for exhibition in Non-Digitized Theatres.

# **ARTICLE2**

# **PARTICIPATIONAND FEES**

## **Section 2.01         TheatreService Participation.**  From the Effective Date and during the Term,LLC shall provide all aspects of the Service to Regal and Regal shall exhibitand otherwise participate in such aspects of the Service, on the terms andconditions set forth herein.  Subject tothe provisions of Section 4.08 (Regal Run-Out Obligations), during theTerm all Theatres will participate in the Service either as Digitized Theatresor Non-Digitized Theatres.

### **(a)          **DigitizedTheatres.  As of the Effective Dateand during the Term, pursuant to the terms of Section 4.01 (Content andDistribution of the Digital Content Service and Traditional Content Program),LLC will provide the following Services to the Digitized Theatres, and allDigitized Theatres will, subject to the terms of Section 4.12 (Access toPre-Feature Program), participate in (i) the Digital Carousel during theperiod beginning after the preceding feature film (or, in the case of the firstfeature film of the day, beginning after the opening of the auditorium doorsfor that film) until the beginning of the Pre-Feature Program, (ii) thePre-Feature Program, (iii) the Policy Trailer and (iv) the VideoDisplay Program.

### **(b)          **Non-DigitizedTheatres.  As of the Effective Dateand during the Term, pursuant to the terms of Section 4.01 (Content andDistribution of the Digital Content Service and Traditional Content Program),LLC will provide the following Services to the Non-Digitized Theatres, and allNon-Digitized Theatres will, subject to the terms of Section 4.12 (Access toPre-Feature Program), participate in, (i) the Digital Carousel during theperiod beginning after the preceding feature film (or, in the case of the firstfeature film of the day, beginning after the opening of the auditorium doorsfor that film) until the beginning of the Traditional Content Program,(ii) the Traditional Content Program, (iii) the Policy Trailer and(iv) the Video Display Program, but with respect to participation ofNon-Digitized Theatre’s participation in the Video Display Program, only to theextent that a Non-Digitized Theatre has at least one Lobby Screen and has therequisite equipment necessary to participate in the Video Display Program.  No Non-Digitized Theatre will be obligated toparticipate in, nor will LLC be obligated to provide to any Non-DigitizedTheatre, the Pre-Feature Program.

### **(c)          **LobbyPromotions.  LLC shall provide LobbyPromotions to Theatres and Theatres shall participate in Lobby Promotions asdescribed in Section 4.02.

### **(d)          **Eventsand Meetings.  LLC shall provideDigital Programming Services (including Event Trailers) and Meeting Services toTheatres and Theaters shall participate in Digital Programming and MeetingServices as described in Article 6.

### **(e)          **Modifications.  The Parties agree that the rights andobligations to provide and participate in elements of the Service, as set forthimmediately above, may be modified

13

----

### during the Term upon mutual written agreement of the Parties.

### **(f)           **Conversionof Theatres.  No Digitized Theatreshall become a Non-Digitized Theatre without the mutual agreement of Regal andLLC.  Regal will determine from time totime which Non-Digitized Theatres will be converted to Digitized Theatres.

### **(g)          **Rightsto Transfer Theatres.  The Partiesagree that nothing in this Agreement is intended to, nor shall, bind orotherwise limit Regal’s or its Affiliates’ rights and abilities in its solediscretion from time to time to close, sell, acquire or otherwise transfer any interestin (including by mortgage or otherwise) any theatre.

## **Section 2.02         Additionof Theatres**

.**(a)         **Newbuild Theatres.  Except as provided in Section 4.13(Excluded Theatres; IMAX Screens) or as mutually agreed by the Parties inwriting, any theatre in the Territory newly built by Regal or an Affiliate ofRegal following the Effective Date (“Newbuild Theatres”) shall be equipped toreceive the Digital Content Service via the Digital Content Network, shall be aDigitized Theatre, and shall participate in the Digital Content Service on theterms set forth in Section 2.01. LLC agrees to provide all aspects of the Service to Newbuild Theatres onthe terms and conditions set forth herein.

### **(b)          **AcquisitionTheatres.  Any theatre in theTerritory of which Regal or an Affiliate of Regal obtains control of theadvertising, promotional or event activities therein after the Effective Date(excluding any Newbuild Theatres and any Loews Theatre) shall be an “AcquisitionTheatre(s)”.  Subject toSections 4.08 and 4.13, LLC shall provide all aspects of the Service tosuch Acquisition Theatres and Regal shall cause such Acquisition Theatres toexhibit and participate in the Service on the terms and conditions set forthherein.  The Parties agree that Regal mayobtain operational control of an Acquisition Theatre but not obtain any or allrights necessary to receive or display any or all aspects of the Service orcontrol over advertising, promotions or events but not over all of theforegoing, and, in such circumstances Regal shall use its commerciallyreasonable efforts to have as much of the Service received or displayed in suchAcquisition Theatres as is within its control, or if not, then as reasonablypracticable.  The Parties agree that itmay not be commercially reasonable to equip each Acquisition Theatre to receivethe Digital Content Service and the Digital Programming Services and MeetingServices via the Digital Content Network. Therefore, the Parties agree, subject to Sections 4.08 and 4.13,that every Acquisition Theatre that is a Digitized Theatre shall participate inthe Digital Content Service via the Digital Content Network on the terms setforth in Section 2.01, but that Regal retains sole discretion as to if,when and which Acquisition Theatres Regal converts to Digitized Theatres.  Upon Regal’s decision to convert anAcquisition Theatre to a Digitized Theatre, the Parties agree to discuss ingood faith the appropriate schedule for equipping such Acquisition Theatre toreceive the Digital Content Service, the Digital Programming Services andMeeting Services via the Digital Content Network.  Upon agreeing upon the schedule to conductsuch equipping, LLC shall diligently prosecute such work until completion.

### **(c)          **CommonUnit Adjustment.  Any adjustment ofCommon Unit ownership by the Members related to Newbuild Theatres andAcquisition Theatres shall be addressed in the Unit Adjustment Agreement.

14

----

## **Section 2.03         Dispositionof Theatres.**

### **(a)          **Disposition.  Regal shall provide LLC prompt written noticeafter the sale, transfer, permanent closure or other disposition of a Theatre(other than as the result of a Permitted Transfer) or the permanent loss of anyTheatre lease (a “Disposition”).  Thedecision to sell, close or otherwise dispose of any Theatre shall be in Regal’ssole and absolute discretion.  Any suchTheatre shall cease to be a Theatre for all purposes under this Agreement; and,if so determined by Regal and agreed by LLC (which agreement shall not beunreasonably or untimely withheld), then unless LLC and the applicable thirdparty(ies) enter into a Third Party Theatre Agreement, then the Parties willagree on a date and time at which LLC shall be permitted to enter the affectedTheatre(s) and remove any LLC Property (as defined in Section 13.01).  In the event LLC fails to remove any LLCProperty within the timeframe the Parties agree upon for such removal, Regal orsuch third party transferee shall have the right to remove and dispose of suchLLC Property in its sole discretion; provided that any Software includedin the LLC Property shall be removed and returned to LLC at LLC’s expense.

### **(b)          **CommonUnit Adjustment.  Any adjustment ofCommon Unit ownership by the Members related to Disposition of Theatres shallbe addressed in the Unit Adjustment Agreement.

## **Section 2.04         MandatoryParticipation.** During the Term, except as expressly provided in this Agreement,including Sections 4.05 (Brand; Policy Trailer; Branded Slots), 4.06(a)(Beverage Agreements), 4.07 (Other Regal Advertising Agreements), 4.08 (RegalRun-Out Obligations), 4.13 (Excluded Theatres; IMAX Screens), 4.14 (GrandOpenings; Popcorn Tubs; Employee Uniforms); 6.07 (Use of Digital ContentNetwork) and Exhibit A, Regal shall subscribe for and LLC shall bethe exclusive provider to the Theatres of the services specifically set forthin the definition of the “Service.” Except as expressly provided in this Agreement, during the Term, Regalshall neither engage nor permit a third party (excluding third party designeesof LLC as provided hereunder) to provide, or itself provide, to a Theatre anyof the services specifically set forth in the definition of Service.  Nothing in this Agreement shall limit oraffect (i) LLC’s ability to contract or enter into any relationship withany Person or entity for any product, service, or otherwise, whether or notsimilar to any products or services provided by LLC under this Agreement, or(ii) Regal’s ability to contract or enter into any relationship with anyPerson or entity for any product, service, or otherwise, other than theservices that will be provided exclusively by LLC as set forth in thisSection 2.04.  All rights withrespect to advertising and promotions not explicitly granted hereunder arereserved to Regal, including without limitation Regal’s ability to offer andsell advertising to any third party on any website on the Internet, itstelephone ticketing service or other alternative media sources used forticketing.

## **Section 2.05         ESAModification Payments; Theatre Access Fees.**

### **(a)          **ESAModification Payments.

##### (i)            Regal Initial ESA ModificationPayment.  As of the date hereof, andin consideration for Regal’s agreement to use a Theatre Access Fee calculationand payment mechanism (as described in Section 2.05(b)) in connection with LLC’sutilization of the Theatres

15

----

##### on and after the date of thisAgreement, LLC will pay to Regal $281,024,120 (such amount being the “RegalInitial ESA Modification Payment”).

##### (ii)           ESA-Related Tax Benefit Payments.  After the date hereof, and in considerationfor Regal’s agreement to use a Theatre Access Fee calculation and paymentmechanism (as described in Section 2.05(b)) in connection with LLC’sutilization of the Theatres on and after the date of this Agreement, LLC willalso pay any ESA-Related Tax Benefit Payments to Regal, pursuant to the termsof the Tax Receivable Agreement.

##### (iii)          Adjustments.  The Regal Initial ESA Modification Paymentwill be subject to contingent and ongoing adjustments, pursuant to the UnitAdjustment Agreement.

### **(b)          **TheatreAccess Fees.

##### (i)            Calculation.  In consideration for utilization of theTheatres pursuant to the terms hereof, LLC shall calculate and Regal shall beentitled to receive a Theatre Access Fee, as set forth in Schedule 1,which shall be paid based on Regal’s attendance for the relevant fiscal monthin which LLC provides the Services and number of Digital Screens during thefiscal month in which LLC provides the Services (calculated as the averagebetween the number of Digital Screens on the last day of the fiscal monthpreceding the relevant fiscal month in which LLC provides the Services and thelast day of the fiscal month in which LLC provides the Services), and whichshall include the amount of 4.03 Revenue allocated to Circuit A for thesame fiscal month.

##### (ii)           Payment.  LLC shall pay Regal its Theatre Access Feeson or before the last day of LLC’s fiscal month following the fiscal month inwhich Services are provided by LLC; provided that Regal has, by thefourteenth day of LLC’s fiscal month following the month in which Services areprovided by LLC, given LLC the data regarding attendance and number of DigitalScreens necessary for LLC to calculate the Theatre Access Fee.  If Regal has not, by the fourteenth day ofLLC’s fiscal month following the month in which Services are provided by LLC,given LLC the data regarding attendance and number of Digital Screens necessaryfor LLC to calculate the Theatre Access Fee, the due date of the Theatre AccessFee payment shall be extended by one day for each day that Regal is late inproviding such data.  LLC shall provideRegal with a detailed accounting of the calculation of Theatre Access Feespursuant to Schedule 1, which report shall accompany each such payment.

##### (iii)          Supplemental Theatre Access Fee.  If applicable, LLC shall pay Regal a SupplementalTheatre Access Fee, as set forth in Schedule 1, on or before the last dayof LLC’s fiscal month following the end of LLC’s applicable fiscal year.

## **Section 2.06         Non-CashConsideration. **AnyAggregate Advertising Revenue, revenue related to Event Sponsorship, revenuerelated to Digital Programming Services or revenue related to Meeting Servicesthat LLC receives in the form of non-cash consideration shall be valued asrevenue in accordance with GAAP.  If LLC’svalue of non-cash consideration received under any arrangement exceeds $500,000but is not greater than $5 million from any party in a single transactionor series of related transactions, such value shall be confirmed by NationalCineMedia, if it is LLC’s managing member, or LLC’s then managing member.  If LLC’s value

16

----

## of non-cash consideration received under any arrangement exceeds$5 million from any party in a single transaction or series of relatedtransactions, LLC shall engage an independent qualified appraiser to determinethe fair market value of such non-cash consideration.  Notwithstanding the foregoing, noconfirmation or appraisal of value shall be required for LLC’s acquisition oftickets from Founding Members at their published group sale price in exchangefor advertising at LLC’s rate card rate.

# **ARTICLE3**

# **EQUIPMENT**

## **Section 3.01         Procurement;Cost; Specifications.**  The Parties agree that all Theatre-levelEquipment required to exhibit and otherwise participate in the Service on theterms and conditions set forth herein has been installed in all Theatres as ofthe Effective Date.  With respect to allNewbuild Theatres, Acquisition Theatres, and Theatres which are converted fromNon-Digitized Theatres to Digitized Theatres or from Digitized Theatres toNon-Digitized Theatres after the Effective Date (collectively, the “FutureTheatres”), LLC shall, except as provided in Section 3.03, be solelyresponsible for procuring any Equipment for such Theatres.  LLC shall bear the cost of all Equipment foruse outside the Theatres, as well as Equipment installed in the Theatres formaintenance purposes (if any) (a description of such LLC Equipment installed inthe Theatres is included in the Specification Documentation; which may beamended by mutual written agreement of the Parties) and the Software.  Regal shall reimburse LLC, at LLC’s cost, forall other Equipment to be installed at or within any Future Theatres (adescription of such Regal Equipment is included in the SpecificationDocumentation; which may be amended by mutual written agreement of the Parties)within thirty (30) days after (i) the installation of such Equipment byRegal or LLC in accordance with Section 3.04 and (ii) the delivery ofinvoices by LLC to Regal supporting the expenses for which reimbursement issought.  All Theatre-level operationalcosts associated with Regal’s use of Equipment located in the Theatres, such asthe cost of electricity, shall be borne exclusively by Regal.  LLC shall assure that the Equipment purchasedby LLC satisfies Regal’s specifications for such equipment, including thecommunication interface between LLC Equipment and Regal Equipment.

## **Section 3.02         Ownershipof Equipment.** As between the Parties, each Party will own the Equipment it pays for orreimburses the other Party for, whether pursuant to Section 3.01 orSection 3.03.  To the extentpossible, LLC agrees to assign to Regal any manufacturer warranties applicableto Regal Equipment procured by LLC pursuant to Section 3.01.  If for any reason the aforementionedwarranties are not assignable, upon written request of Regal, LLC shall usecommercially reasonable efforts to enforce the warranties on behalf ofRegal.  Notwithstanding anything to thecontrary herein, any LLC Equipment placed or installed in a Theatre formaintenance purposes may, upon termination of this Agreement or deletion of aparticular Theatre as provided herein, as applicable, be removed by LLC andheld for its sole benefit.

## **Section 3.03         RegalEquipment.** Regal shall be permitted to furnish any of the Equipment, at its solecost and expense, upon consultation with LLC, and provided such Equipmentsatisfies LLC’s specifications for such Equipment (including compatibility withthe Digital Content Network).  LLC agreesto cooperate with Regal in good faith to permit the

17

----

## procurement by Regal of Equipment in lieu of procurement of suchEquipment by LLC and reimbursement by Regal pursuant to Section 3.01.

## **Section 3.04         Installation.**

### **(a)          **Performance.  Regal and/or its subcontractors shall besolely responsible for the installation of all Equipment purchased pursuant toSection 3.01 or Section 3.03, as well as for ancillary services suchas reporting, software integration and system cutover; provided, however,that Regal may elect to have LLC perform such services, and LLC shall thenassume the responsibility for installation of all Equipment.  If Regal elects for LLC to assume theresponsibility for installation of all Equipment, (i) Regal shallreimburse LLC for the cost of installing Regal Equipment as set forth in theSpecification Documentation, (ii) LLC will not issue invoices for anyEquipment cost, or installation services related to such Equipment until thecompletion of such installation services, and (iii) LLC shall ensure thatEquipment installed pursuant to this section is made functional in accordancewith any installation rollout schedule agreed to by the Parties, as may beamended from time to time upon mutual agreement of the Parties or ascircumstances warrant.

### **(b)          **Consultation;Landline.  The Parties agree toconsult with each other with respect to any modifications to Theatre premisesnecessary for receipt of the Service. LLC shall use commercially reasonable efforts to limit the size andnumber of satellite dishes that are required as part of the Equipment.  Regal shall be solely responsible forobtaining any consents required for the installation or use of any Equipment atany Theatre, including without limitation governmental and landlord consents,provided LLC reasonably cooperates with Regal at Regal’s request in obtainingsuch consents.  If Regal cannot obtainconsent to installation of a satellite dish at a Theatre because of technical,landlord or legal restrictions, Regal and LLC shall work together in good faithto establish a landline connection to such location for the Digital ContentNetwork.  All costs of the landlineconnection, which shall be maintained with sufficient bandwidth for delivery ofthe Digital Content Service, shall be borne by LLC with respect to delivery ofcontent from LLC to Regal’s wide area network and by Regal with respect todelivery of content from Regal’s wide area network to the applicable Theatres.

### **(c)          **Coordination.  All installation, maintenance and otherservices provided by LLC to the Theatres hereunder shall be performed in amanner reasonably expected not to disrupt Regal’s operations and, except whereno practical alternative exists, shall be provided outside of Theatre businesshours, as mutually determined by the Parties in their reasonablediscretion.  Subject to the preceding sentenceand upon advance written notice, LLC and its vendors or subcontractors shall beprovided reasonable access to the Theatres and such other support services asreasonably required to install and inspect the Equipment, for such fees asprovided in the Specification Documentation, and otherwise as required toperform LLC’s obligations under this Agreement. In addition to the foregoing, and with respect to the installation ofEquipment in Newbuild Theatres only, LLC agrees (i) to cooperate withRegal in coordinating the installation of Equipment with the constructionschedule for such Newbuild Theatres, and (ii) to consult with Regal priorto subcontracting the performance of Equipment installation so as to permit adetermination of whether Regal might itself perform such Equipmentinstallation.

18

----

## **Section 3.05         Upgradesand Modifications.** In order to ensure compatibility with, and optimum performance androbustness of, the Digital Content Network and the LLC Equipment (includinghardware and software), LLC reserves the right to request of Regal thereplacement, upgrade or modification of any Regal Equipment installed at anyTheatre or the assistance with an upgrade to Software on Regal Equipment; providedthat such requests are equally and timely communicated to each of Regal, AMCand Cinemark (the “Upgrade Request”).  Inthe event of an Upgrade Request, LLC shall provide Regal as much written noticeas is reasonably practicable under the circumstances, but in no event less thanten (10) business days written notice. LLC and Regal will negotiate with each other in good faith on the termsof any Upgrade Requests, including cost sharing terms, if any.  If LLC and Regal are not able to come toagreement about an Upgrade Request, LLC may elect to pay for the replacements,upgrades or modifications contained in the Upgrade Request including allreasonable incidental and incremental costs to Regal, and Regal shall beobligated to permit LLC to perform all necessary work to fulfill the UpgradeRequest, provided (i) there is no additional unreimbursed cost toit to accept such replacement, upgrade or modification and (ii) that suchreplacement, upgrade or modification does not unreasonably interfere with Regal’stheatre operations and does not include any replacement, upgrade ormodification of Regal software without Regal’s express prior writtenconsent.  LLC agrees that, to the extentpracticable, it will develop a system that seeks to minimize the need to enterthe Theatres in order to update the Software.

## **Section 3.06         NetworkIntegration.** The Parties shall use commercially reasonable efforts to ensure that theDigital Content Network will be integrated with any network for delivery ofDigital Cinema Services such that the Services can be delivered over suchnetwork.

## **Section 3.07         Training.**  To the extent necessary, LLC and Regal,respectively, will provide training services to Regal’s support staff andcustomer service and other employees and agents on terms as mutually agreed bythe Parties in their reasonable discretion.  LLC agrees that it will pay for these trainingservices and they will be adequate to permit Regal to train its own employeesand agents as required to perform under this Agreement.  Regal agrees to provide training servicesaccording to any reasonable standards as may be promulgated by LLC inconsultation with Regal.  LLC agrees toprovide training services, at its cost, to Regal’s support staff and otheremployees with respect to any Equipment or Software upgrades or modificationsprior to implementation.

## **Section 3.08         EquipmentMaintenance Standard.**

### **(a)          **Standard;Replacement.  During the Term, theParties shall each use their commercially reasonable efforts (i) to ensurethere is no unauthorized access, loss or damage to or theft of Equipmenthereunder, and (ii) to prevent piracy or other theft of Inventoryexhibited through the use of such Equipment or otherwise in its possession orcontrol.  Regal further agrees to keepall Regal Equipment, including without limitation Lobby Screens, clean, and topromptly notify LLC if any Regal Equipment is not functioning properly.  Regal shall promptly arrange to repair orreplace any Equipment in its possession (provided the damage interferes withthe delivery of the Service) that is lost, stolen, damaged or otherwise failsto function or becomes inoperable, other than because of LLC’s failure toproperly maintain the Equipment as set forth in Section 3.08(b).

19

----

### **(b)          **Performanceof Repair and Replacement.  Subjectto the terms of this Section 3.08(b) and of Section 3.08(c) belowregarding cost, the repair and replacement of Equipment shall be performed byLLC until such time as Regal elects to assume this responsibility by givingwritten notice to LLC.  If Regal assumesthis responsibility to perform replacement or repair but fails to maintain theRegal Equipment at a performance level substantially similar to the LLCEquipment, then LLC shall promptly provide Regal written notice of such failureand if such failure is not cured within 30 days, LLC shall be entitled to repair,or if repair is not reasonably possible, replace such LLC Equipment not somaintained and deduct the cost of such replacement from Regal’s Theatre AccessFees.

### **(c)          **RepairCosts.  So long as LLC is performingrepair and replacement of Equipment, LLC shall pay the costs of repair (but notreplacement, which is the responsibility of Regal).  Notwithstanding anything to the contrary inthis Section 3.08, LLC shall not be required or requested to make anyexpenditures that (i) would constitute a capital expenditure for LLC underGAAP or (ii) would have otherwise been payable by Regal’s insuranceprovider; provided, however, LLC shall be responsible for allcosts to repair or replace Equipment to the extent damaged as a result of thenegligence or misconduct of LLC and/or its subcontractors.

### **(d)          **Condition.  Subject to the foregoing, for purposes ofongoing maintenance, LLC shall keep and maintain Equipment installed in theTheatres in good condition and repair at its sole expense (with the exceptionof projector bulb replacement and equipment replacement, the cost of whichshall be borne by Regal), and in a manner consistent with the Service LevelAgreement set forth in the Specification Documentation and as may be reasonablyamended by mutual agreement of LLC and Regal from time to time.  The Parties agree to consult with each otheron a regular basis during the Term in an attempt to reduce maintenance costsarising from redundancies in the Parties’ respective service fleets.  Upon advance notice to Regal, Regal shallprovide LLC and/or its subcontractors reasonable access to the Equipment andsuch other support services as LLC and/or its subcontractors reasonably requireto provide maintenance and repair services as required hereunder.

# **ARTICLE4**

# **DELIVERYOF THE SERVICE**

## **Section 4.01         Contentand Distribution of the Digital Content Service and Traditional Content Program.**

### **(a)          **Distribution;Quality.  On the Effective Date, LLCwill commence distribution of the Digital Carousel, the Digital Content Serviceand the Traditional Content Program to the Digitized Theatres and Non-DigitizedTheatres, all as set forth above in Article 2.  With respect to Digitized Theatres, contentshall be distributed through the Digital Content Network, via either LLC’ssatellite network or by LLC’s or exhibitor’s landline network.  Each of the Pre-Feature Program and the VideoDisplay Program shall consist of Inventory comprising a single play list (“PlayList”).  The Play List will be refreshedduring the Term when and as determined by LLC but not less frequently than12 times per year (each a “Flight”). The Digital Carousel, the Digital Content Service (including thePre-Feature Programming Schedule) and the Traditional Content Program will besubstantially similar in nature, quality, and scope to the

20

----

### corresponding advertising, promotional and other content, as receivedby the Theatres immediately prior to the Effective Date, and will in additionbe delivered pursuant to the service levels included in the SpecificationDocumentation, as applicable.  Inaddition, LLC agrees that the quality of the advertising, promotions andentertainment programming content delivered to each of the Founding Memberswill be consistent throughout the Term.

### **(b)          **Pre-FeatureProgram.  As of the Effective Date,the Pre-Feature Program shall consist of four (4) or more elements,including:  (i) commercialadvertising; (ii) promotions for the Regal brand (including the Brand andBranded Slots), Concessions sold and services used by Regal and other productsand services in accordance with Section 4.05; (iii) interstitialcontent; and (iv) other entertainment programming content which, whilepromotional of businesses or products, shall be primarily entertaining,educational or informational in nature, rather than commercially inspired.

### **(c)          **VideoDisplay Program.  The elements of theVideo Display Program shall be, generally, the same as those for thePre-Feature Program, and will include the Brand and the Branded Slots.  LLC specifically agrees that the VideoDisplay Program will contain only material that has received, or had it beenrated would have received, an MPAA “G” or “PG” rating.  In addition, LLC shall not restrict the saleof Inventory from the Video Display Program for promotions of featurefilms.  Lobby Screens displaying theVideo Display Program shall be located in areas of Theatres of LLC’s choosing(subject to Regal’s reasonable operational constraints and provided relocationof existing Lobby Screens is not required). Regal is obligated to provide at least one Lobby Screen per DigitizedTheatre with ten or fewer screens, two Lobby Screens per Digitized Theatre witheleven to twenty screens and three Lobby Screens per Digitized Theatre withmore than twenty screens; provided, however, that Regal shall haveno obligation to increase the number of Lobby Screens in any Theatre that hasat least one Lobby Screen that is capable of receiving the Video DisplayProgram as of the Effective Date.  When aTheatre has more than the minimum number of Lobby Screens required, Regal may,at its discretion, elect to display on such excess Lobby Screens (i) theVideo Display Program or (ii) internal programming (including TheatreAdvertising) that does not include third-party advertising and/or third-partymentions for products and services (other than Theatre Advertising); provided,however, Regal shall provide at least 30 days advance notice priorto an initial election of either (i) or (ii) in any such Theatre, and at least60 days advance notice prior to any subsequent change in election.

## **Section 4.02         Deliveryof Lobby Promotions, Digital Programming Services and Meeting Services.**

### **(a)          **LobbyPromotions.  On the Effective Date,LLC will make available to the Theatres the Lobby Promotions, and Regal willaccept such Lobby Promotions on the terms and conditions set forth herein.

##### (i)            Lobby Promotions shall satisfy theguidelines and specifications set forth herein and as may be provided by Regalto LLC pursuant to Section 4.02(a)(ii). The Inventory of Lobby Promotions for each Theatre that Regal covenantsto display pursuant to this Agreement is set forth in Exhibit A-1.  LLC may provide additional Lobby Promotions (“AdditionalLobby Promotions”), subject to approval by Regal.  LLC will take all other actions

21

----

##### necessary and prudent to ensurethe delivery of Lobby Promotions as required under the terms hereof.  LLC will inform Regal of the length of timethat Lobby Promotions and Additional Lobby Promotions are to be displayed.

##### (ii)           LLC covenants and agrees that LobbyPromotions provided pursuant to this Agreement will conform to all standardsand specifications of which Regal provides LLC reasonable notice during theTerm, including without limitation standards and specifications with respect tomanufacturers and suppliers, sizing (e.g., cup and popcorn tub sizing), timingof delivery of concession supplies to Theatres, reimbursement of incrementalcosts (e.g., cups, floor mats, plates) and the like.  LLC further covenants that the Lobby Promotionswill not diminish or tarnish the reputation of Regal or unreasonably disruptTheatre operations, including, without limitation, traffic flow or noise level,each as determined in Regal’s reasonable discretion, and that Lobby Promotionswill comply with the content standards set forth in Section 4.03.  LLC specifically agrees (i) that LobbyPromotions will contain only material that has received, or had it been ratedwould have received, an MPAA “G” or “PG” rating, (ii) that the only typeof sampling that will be permitted is exit sampling, (iii) to refrain fromdistributing chewing gum as part of any Lobby Promotion, other than attendedsampling as patrons are exiting the Theatre, (iv) not to permit a LobbyPromotion that would distribute or sample any item that is the same as orsubstantially similar to any item sold at the Theatre’s concession stand and(v) not to permit a Lobby Promotion involving fund raising on Theatreproperty.

##### (iii)          LLC will be responsible for all costsand expenses associated with sourcing, production, delivery and execution ofLobby Promotions to the Theatres, including incremental costs actually incurredby the Theatres in connection with Lobby Promotions.  In its discretion, Regal may make employeesavailable to assist in Lobby Promotions requiring exit sampling; providedthat LLC shall reimburse Regal for the employees’ time used to conduct the exitsampling at their customary wage.

### **(b)          **DigitalProgramming Services and Meeting Services. On the Effective Date, LLC will make available to Digitized Theatres allDigital Programming Services and Meeting Services as set forth inArticle 6.

## **Section 4.03         ContentStandards.** The Parties agree that (unless mutually agreed by the Parties withrespect to clauses (i), (iii), (iv), (v) or (vi)) all content within theService (including content for display in Digital Programming or MeetingServices) will not contain content or other material that:  (i) has received, or had it been ratedwould have received, an MPAA “X” or “NC-17” rating (or the equivalent),(ii) promotes illegal activity, (iii) promotes the use of tobacco,sexual aids, birth control, firearms, weapons or similar products;(iv) promotes alcohol, except prior to “R”-rated films in the auditorium;(v) constitutes religious advertising (except on a local basis, exhibitingtime and location for local church services); (vi) constitutes politicaladvertising or promotes gambling; (vii) promotes theatres, theatrecircuits or other entities that are competitive with Regal or LLC;(viii) would violate any of Regal’s Beverage Agreements or the exclusivecontractual relationships identified in the Specification Documentation(including renewals and extensions of the foregoing, but excluding anyamendments or modifications thereto as such relate to such content standards)and any subsequent exclusive arrangement entered into by LLC with respect tothe Theatres; or

22

----

## (ix) otherwise reflects negatively on Regal or adversely affectsRegal’s attendance as determined in Regal’s reasonable discretion.  Regal may, without liability, breach orotherwise, prevent and/or take any other actions with respect to the use ordistribution of content that violates the foregoing standards; provided,that with respect to Section 4.03(ix), Regal may opt out of such contentin the Services only with respect to Theatres in the geographic locationsidentified, which may include all of Regal’s Theatres.  If the Digital Content Service contains anycontent that violates the foregoing standards, LLC must remove such content assoon as reasonably practical, but no later than within 24 hours of Regalnotifying LLC of such violation.  If LLCfails to remove such content within such 24-hour period, Regal may discontinuethe Digital Content Service in such auditoriums where such content is shownuntil the violating content is removed and shall have no liability for suchdiscontinuation.  If any other elementsof the Service contain any content that violates the foregoing standards, LLCshall at Regal’s request, or Regal acting on its own behalf may, upon giving writtennotice to LLC, remove such content immediately. If any Founding Member opts out of any Lobby Promotion or otheradvertising pursuant to Section 4.03(viii) or (ix) of this Agreement,the AMC Exhibitor Agreement or the Cinemark Exhibitor Agreement (as applicable)or out of any Video Display Program because of lack of equipment to displaysuch content, or if any Founding Member does not agree to exhibit any contentof the Advertising Services subject to Section 4.03(i), (iii), (iv), (v)or (vi), then LLC shall apply any revenue it is entitled to receive from suchAdvertising Services (“4.03 Revenue”) to adjust payments of the Theatre AccessFee as set forth in Schedule 1.

## **Section 4.04         Developmentof the Service.** All operational costs associated with LLC’s procurement, preparation anddelivery of the Service (including Inventory and other promotional materials asprovided herein) to the Theatres shall be borne exclusively by LLC.  Except as provided herein, all in-Theatreoperational costs associated with Regal’s receipt and exhibition of the Servicewithin the Theatres shall be borne exclusively by Regal; provided that,upon prior written notice to and consultation with LLC, LLC shall reimburseRegal for its reasonable incremental out-of-pocket third party costs incurredin connection with receipt and exhibition of the Service within theTheatres.  Any excess on-screen Inventorywhich may be made available to Regal in LLC’s discretion pursuant toSection 5.04 or otherwise, and any other on-screen Inventory provided byRegal pursuant to Section 4.05, will be subject to both Parties’ reviewand approval, which will not be unreasonably withheld.  LLC will provide at its own expense allcreative and post-production services necessary to ingest, encode and otherwiseprepare for distribution all other on-screen Inventory as part of the DigitalContent Service.  All on-screen Inventoryprovided by Regal for inclusion in the Digital Content Service must (i) besubmitted to LLC for review for compliance with (ii) and (iii) below as LLC mayreasonably request, but in any event at least twenty (20) business days beforescheduled exhibition (unless otherwise previously approved by LLC),(ii) satisfy the content restrictions enumerated in Section 4.03(i)through (vii) hereof, and (iii) be fully produced in accordance with LLC’stechnical specifications as promulgated by LLC from time to time (all asprovided in written or electronic form to Regal in a reasonable time periodprior to implementation, including any amendments thereto; and which areequally applied to all exhibitors), ready for exhibition, as well as inaccordance with applicable LLC commercial standards and operating policies, andall applicable federal, state and local laws and regulations.  LLC must reject or approve all Inventoryprovided by Regal within five (5) business days.  Any such Inventory provided by Regal and notrejected within such time frame shall be deemed approved and incorporated intothe Service.  Any

23

----

## Inventory provided by Regal for review and approval by LLC need not,once approved by LLC, be resubmitted by Regal for approval in connection withany future use.

## **Section 4.05         Brand;Policy Trailer; Branded Slots.**

### **(a)          **BrandedContent.  LLC agrees to create, inconjunction with and subject to Regal’s prior approval, a Regal brand identity(the “Brand”) that will surround, or “house,” the Digital Content Service andinclude interstitial messaging (“bridges and bumps”), throughout the Play Listand in the Policy Trailer, to reinforce the Brand.  The interstitial messaging shall include aPre-Feature Program introduction and close containing content branded with theRegal Marks.  The close shall alsoinclude content branded with the marks of Regal’s beverage concessionaire.  The Brand shall not contain the display ofany trademark, service mark, logo or other branding of a film, film studio(s),distributor(s), or production company(ies). In addition to the interstitial messaging, the Digital Content Servicewill feature (i) up to two (2) minutes for the promotion of Regal’sinternal business (the “Branded Slots”) in each Play List, (ii) the PolicyTrailer, to be created by LLC at the direction of Regal as part of the CreativeServices, (iii)  the Event Trailer, and (iv) any other content as maybe agreed between Regal and LLC.  TheParties hereby acknowledge that Regal has the right to exhibit the PSA Trailerafter Showtime.

### **(b)          **PolicyTrailer.  The policy trailer will be(i) up to 60 seconds, (ii) exhibited in the Theatres afterShowtime, and (iii) used to feature content relating to Theatre policy andoperations, and may include (w) a policy service announcement thatpromotes appropriate theatre behavior, (x) promotions of RegalConcessions, (y) the display of any trademark, service mark, logo or otherbranding of a film studio(s), distributor(s), or production company(ies) and(z) upon prior written approval of Regal, other promotional materials ofthird-party products for which LLC sells advertising and is paid a fee (the“Policy Trailer”).  

### **(c)          **BrandedSlot.  Each Branded Slot may onlyexhibit Theatre Advertising.  LLC isrequired to include no less than forty-five (45) seconds of Branded Slotswithin the final fifteen (15) minutes of the Play List, fifteen (15) seconds ofwhich shall be included within the final eleven (11) minutes of the Play List; provided,that LLC may begin these Branded Slots up to one minute earlier when LLCexpands the amount of advertising units that follow these Branded Slots throughthe sale of additional advertising to third parties. LLC shall not exhibit anyadvertising relating to LLC after Regal’s Branded Slot placement referred to inthis Section 4.05(c).

### **(d)          **Restrictions.  Other than as permitted inSections 4.05(a), (b), (c) or Section 4.07, the Brand, the Policy Traileror the Branded Slot will not include third-party advertising and/or third-partymentions for products and services, without LLC’s prior written approval.  

### **(e)          **CreativeServices.  The Brand messaging,Policy Trailer and Branded Slots may be created and edited by LLC as part ofthe Creative Services, in consultation with Regal, subject to final, mutualagreement of the Parties.  LLC willprovide Regal with up to 1,000 hours of Creative Services annually at nocost.  Time spent on Creative Servicesand costs after the initial 1,000 hours shall be determined as describedin Exhibit B.  Regal may useother vendors for creative services at Regal’s cost and subject to LLC’sproduction standards.

24

----

### **(f)           **TraditionalContent Program.  The TraditionalContent Program in Non-Digitized Theatres will contain, at a minimum,promotions for Regal’s beverage and other Concessions.  

## **Section 4.06         Beverageand Legacy Agreements.**

### **(a)          **BeverageAgreements.  LLC shall, through theexpiration or other termination of Regal’s Beverage Agreement in effect on thedate hereof, display or exhibit, as applicable, as part of the AdvertisingServices, advertising Inventory meeting any and all specifications andrequirements prescribed by the Beverage Agreement, including format, length(not to be longer than ninety (90) seconds), and placement within the PlayList, as set forth in the Specification Documentation, with compliance by LLCto be within a reasonable time after such specifications are communicated fromtime-to-time by Regal to LLC in a written notice.  In consideration for the advertising pursuantto the Beverage Agreement, Regal agrees to pay LLC at the advertising rates setforth on Exhibit B (the “Beverage Agreement Advertising Rate”).  The Beverage Agreement Advertising Rate shallbe paid on or before the last day of LLC’s fiscal month following LLC’s fiscalmonth in which the Advertising Services related to the Beverage Agreement wereprovided.  Beginning after Regal’sBeverage Agreement in effect on the date hereof expires or otherwise terminatesthrough the end of the Term, Regal shall have the right to have included in theAdvertising Services advertising Inventory for its beverage concessionaires atthe then current Beverage Agreement Advertising Rate; provided thatRegal (i) keeps LLC apprised of the status of negotiations with thebeverage vendor (including likelihood of reaching agreement, advertising lengthand placement required), from the time such negotiations begin until anagreement is signed, and (ii) provides LLC notice (including advertisinglength and placement required) within two (2) business days after the date thatRegal and its beverage concessionaire agree on terms for a new Beverage Agreement. Regal shall be permitted to prescribethe length and placement within the Play List of on-screen Inventory based onthe requirements of the Beverage Agreements which may then be in effect betweenRegal and such then-applicable beverage concessionaires; provided thatsuch Inventory shall not exceed ninety (90) seconds in length for all suchBeverage Agreements.  Regal-redactedand/or Regal-selected (by disclosure or summary) contents of the BeverageAgreement shall only be disclosed as, and to the extent, required pursuant tothis Agreement, provided such disclosure would not violate the terms of suchBeverage Agreement.

### **(b)          **RegalLegacy Agreements.  

##### (i)            The Specification Documentation setsforth a list of the Regal Legacy Agreements, including the identity of eachadvertiser.  On the Effective Date, Regalshall assign all rights and obligations arising from or out of each RegalLegacy Agreement to LLC.  

##### (ii)           This Agreement shall not constitutean assignment or transfer, or an attempted assignment or transfer, of any RegalLegacy Agreement, if and to the extent such agreement is a “Non-AssignableLegacy Agreement,” meaning that the assignment or transfer of such Regal LegacyAgreement would constitute a breach of the terms of such Regal LegacyAgreement.  Regal and LLC shall usecommercially reasonable efforts to obtain a waiver to assignment of anyNon-Assignable Legacy Agreement and in the meantime Regal shall pay to LLC allproceeds from any Legacy Agreement.  Tothe extent that any waiver referred to in this

25

----

##### Section 4.06(b) is not obtained by Regal, Regal shall also usecommercially reasonable efforts to, at the request of LLC, enforce for theaccount of LLC any right of Regal arising from any Non-Assignable LegacyAgreement.  LLC shall perform the obligationsof Regal under or in connection with any Non-Assignable Legacy Agreement,except to the extent that LLC is not provided the benefits thereof in anymaterial respect pursuant to this Section 4.06(b).

## **Section 4.07         OtherRegal Advertising Agreements. **

### **(a)          **TheatreAdvertising.  In addition toadvertising Inventory referenced above in Sections 4.05 and 4.06, Regalmay purchase, on an arm’s length basis and subject to availability, as part ofthe Advertising Services, advertising Inventory for Theatre Advertising. Regalshall pay for Services pursuant to this Section 4.07(a) on or before thelast day of LLC’s fiscal month following LLC’s fiscal month in which theServices were provided.  

### **(b)          **Non-TheatreAdvertising.  Regal may enter into across-marketing arrangement designed to promote the Theatres and themovie-going experience with a local, regional or nationally-known vendor ofproducts or services that are not of the type described in Theatre Advertisingfor the purpose of generating increased attendance at the Theatres or increasedrevenue for Regal (other than revenue from any Service) (the “StrategicRelationship”) with advertising of such products or services being presented inthe Theatres (either in the Video Display Program or in Lobby Promotions) (“StrategicPrograms”), subject to the terms set forth in this Section 4.07(b).  Strategic Programs may not be made on anexclusive basis.  Regal covenants that itshall not re-sell any Advertising Services, including those received inconnection with Strategic Programs. Strategic Programs shall be subject to the following limitations:

##### (i)            Regal may conduct at no cost withrespect to any Strategic Programs no more than (A) two (2) local orregional promotions per Flight per Theatre and (B) four (4) nationalpromotions per year; provided, however, that no more than onenational promotion may run at any time (the “Client Limitation”).  By means of illustration, the ClientLimitation for national promotions are not limited to a Flight, accordingly,one national promotion may run for twelve months, two national promotions mayrun for six months each provided that they do not run at the same time, fournational promotions may run for three months each provided that they do not runat the same time, or another combination of national promotions may be used ifthere are no more than four promotions within a twelve-month period.  For purposes of this Section 4.07(b),each continuously running promotion is counted as one promotion, regardless ofwhether such promotion is displayed using only one element (e.g., LobbyScreens) or displayed in an integrated basis using multiple elements (e.g.,Lobby Screens and Lobby Promotions). Additionally, for purposes of this Section 4.07(b), a local orregional promotion is a promotion that is exhibited in Theatres located withinone or two contiguous Designated Marketing Areas (as defined by the term DMA®, a registered trademark ofNielsen Marketing Research, Inc.), and a national promotion is a promotion thatis exhibited in Theatres located within two (other than two contiguous) or moreDesignated Marketing Areas.  

##### (ii)           With respect to Strategic Programs inthe Video Display Program (“Strategic LEN Promotions”), Regal may utilize at nocost up to one minute of time for its Strategic Programs per every thirty (30)minutes of the Video Display Program advertising.  

26

----

##### Regal may purchase anadditional one minute for every thirty (30) minutes of the Video DisplayProgram advertising for use in Strategic Programs at the applicable rate cardrate for third-party advertising established by LLC for such Video DisplayProgram advertising inventory.  Anypurchase of time for Strategic LEN Promotions in excess of the two minutesdescribed above or any utilization of Strategic LEN Promotions in excess of theClient Limitation may be obtained at rate card rates and subject toavailability, only with prior written consent of LLC, acting in its solediscretion.**** Strategic LEN Promotions may not be displayedon any Lobby Screens that, pursuant to Section 4.01(c), are displayinginternal programming of Regal and may not be made to promote any film, filmstudio(s), distributor(s) or production company(ies).

##### (iii)          With respect to Strategic Programsthrough Lobby Promotions (“Strategic Lobby Promotions”), Regal may utilize onlysuch type and number of Inventory that is available to LLC in the applicableTheatre(s) on a pre-approved basis; provided, however,vehicle/motorcycle displays and floor mats will not be available for use inStrategic Lobby Promotions.  Regal maypurchase an additional amount of Inventory in excess of the Strategic LobbyPromotions described above or in excess of the Client Limitation at rate cardrates and subject to availability, only with prior written consent of LLC,acting in its sole discretion.

## **Section 4.08         RegalRun-Out Obligations. **

### **(a)          **EncumberedTheatres.  Regal agrees to provideLLC written notice as much in advance as is reasonably practicable under thecircumstances of, and to furnish LLC true and correct copies (reasonablyredacted by Regal and subject to confidentiality) of all documentationevidencing, all valid, pre-existing contractual obligations (the “Run-OutObligations”) relating to any of the advertising, promotional and eventactivities and services in any Acquisition Theatres (collectively, the “EncumberedTheatres”); provided such disclosure does not violate the terms of anysuch agreements.  

##### (i)            Agreementswith advertisers that purchase advertising are Legacy Agreements and do notcreate Run-Out Obligations.  Regal shall,effective upon acquisition of the Acquisition Theatre, terminate any agreementsbetween Regal and an Affiliate relating to advertising, promotional and eventactivities and services in any Acquisition Theatre, so that any such agreementsdo not create Run-Out Obligations.  

##### (ii)           Regaland/or its Affiliates (as applicable) shall be permitted to abide by the termsof the Run-Out Obligations; however, Regal agrees, subject to legal constraints(if any), to use commercially reasonable efforts to obtain the termination ofsuch Run-Out Obligations, including without limitation neither extending norrenewing such Run-Out Obligations (provided that Regal shall have noobligation to make any payment in connection with obtaining the termination ofsuch Run-Out Obligations).  Regal furtheragrees not to enter into any new agreement with any third party with respect toany Encumbered Theatre, or amend or modify any Run-Out Obligation, to theextent such agreement, amendment or modification would be inconsistent with therights of LLC under Section 2.04 or have the effect of any extension.  Prior to the expiration of the Run-OutObligations, each Encumbered Theatre may, upon the mutual agreement of LLC andRegal, become a Theatre with respect to some or all Services, providedsuch election does not create a default under any Run-Out Obligation.  In any event, except in accordance withSection 4.13 (Excluded Theatres; IMAX Screens) or as may be

27

----

##### mutually agreed by the Parties in writing, each Encumbered Theatreshall automatically become a Theatre, for all purposes hereof, no later thanthe expiration of the Run-Out Obligations with respect to such EncumberedTheatre.  

### **(b)          **ExclusiveRun-Out Obligations.  With respect toeach Service for which the third party to the Run-Out Obligations has exclusiverights as a service provider, if Regal has provided LLC with written notice ofRegal’s intent to receive additional equity in LLC with respect to theEncumbered Theatres pursuant to the Unit Adjustment Agreement, Regal shall,until such Run-Out Obligations have terminated, make a quarterly ExclusivityRun-Out Payment (as defined in Schedule 1) to LLC.  Any such payments shall be made on or beforethe last day of LLC’s fiscal month following the fiscal quarter in which Regalreceives the Services from the third party to the Run-Out Obligations.  

### **(c)          **Non-ExclusiveRun-Out Obligations.  With respect toeach Service for which the third party to the Run-Out Obligations hasnon-exclusive rights as a service provider, if Regal has provided LLC withwritten notice of Regal’s intent to receive additional equity in LLC withrespect to the Encumbered Theatres pursuant to the Unit Adjustment Agreement,Regal shall, until such Run-Out Obligations have terminated, pay LLC [***].  Any such payments shall be made on or beforethe last day of LLC’s fiscal month following the fiscal quarter in which Regalreceives third party payment for the Services. 

### **(d)          **BeverageAgreement Advertising Rate and Encumbered Theatres.  If Regal has provided LLC with written noticeof Regal’s intent to receive additional equity in LLC with respect to theEncumbered Theatres prior to termination of the Run-Out Obligations pursuant tothe Unit Adjustment Agreement, the attendance at Encumbered Theatres shall beincluded in the calculation of the Beverage Agreement Advertising Rate.

## **Section 4.09         License.**  LLC hereby grants to Regal and its Affiliatesa limited, non-exclusive, non-transferable, non-sublicenseable license in theTheatres only (i) to receive, store, display and exhibit the DigitalContent Service, the Traditional Content Program and the Digital Carousel, asapplicable, on the LLC Equipment and the Regal Equipment solely in connectionwith its performance of and subject to all of the terms and conditions of thisAgreement, and (ii) subject to LLC’s prior written consent, to prepare anddistribute promotional materials based, in whole or in part, on the Servicesolely to the extent necessary to promote the Service as permitted inSection 6.03 below.  Regal may notalter intentionally the Digital Content Service, the Traditional ContentProgram or the Digital Carousel or otherwise intentionally exhibit the DigitalContent Service, the Traditional Content Program or the Digital Carousel in amanner resulting in a change to the Digital Content Service, TraditionalContent Program or Digital Carousel or any related on-screen Inventory, nor mayRegal use or make the Digital Content Service, Traditional Content Program orDigital Carousel available for any purpose, at any location, or in any mannernot specifically authorized by this Agreement, including without limitationrecording, copying or duplicating the Digital Content Service, TraditionalContent Service or Digital Carousel or any portion thereof.  Regal shall at all times receive and exhibitthe Digital Content Service or Traditional Content Program and Digital Carouselin accordance with such policies and procedures of LLC that are provided inadvance to Regal and consistently applied with respect to other exhibitors fromtime to time.  Each Party shall be solelyresponsible for obtaining and providing all rights, licenses, clearances andconsents necessary for the use of

28

----

## any Inventory it sources or creates (whether or not it sources orcreates such Inventory on behalf of the other Party), or that is prepared orprovided by third parties on its behalf, as contemplated herein, except as mayotherwise be agreed by the Parties in writing.

## **Section 4.10         Cooperationand Assistance.** The Parties agree that the effectiveness and quality of the Service asprovided by LLC are dependent on the cooperation and operational support ofboth Parties.  

### **(a)          **Regal.  Regal agrees that it (and each of theTheatres) shall at all times during the Term provide LLC, at Regal’s own costexcept as otherwise provided in this Agreement, with the following:

##### (i)            internal resources and permissionsas reasonably required to effectuate delivery of the Service, including withoutlimitation projection and sound technicians and other employees to assist withLLC Equipment installation and Digital Content Service, Digital ProgrammingServices and Meeting Services transmission;

##### (ii)           unless unavailable, 24 (hour) by7 (day) “real time” access via Regal’s network assets in conformity with Regal’snetwork use and security policies (provided in advance to LLC and consistentlyapplied with respect to other Regal service providers) to the in-Theatresoftware and hardware components of the Digital Content Network, consistentwith the Service Level Agreements (as set forth in the SpecificationDocumentation), so that LLC can monitor the distribution and playback of theService and the Parties will reasonably cooperate to ensure that corrections orchanges are made as required to deliver the Service;

##### (iii)          detailed playback information in aform, whether electronic or hard copy, and at such times as either Regal or LLCshall reasonably request;

##### (iv)          prompt notification of reception,playback or other technical problems associated with receipt of the Service;

##### (v)           the results of quality auditsperformed by Regal periodically during the Term upon LLC’s request and at itsdirection to confirm playback compliance; 

##### (vi)          adequate opportunities to train Regalpersonnel, as provided in Section 3.06; 

##### (vii)         attendance data film-by-film,rating-by-rating and Theatre-by-Theatre for all Theatres, in an electronic formand in a format agreed by the Parties, at such times as are consistent withRegal’s internal reporting systems but in any event at least weekly; 

##### (viii)        on a monthly, quarterly and annual basisas requested by LLC from time to time, a list of all Theatres, including(i) identification of which Theatres are Digitized Theatres, (ii) thenumber of total screens and digital screens at each Theatre and for allTheatres at which Advertising Services are provided, (iii) identificationof any Theatres that are not equipped with at least one Lobby Screen to displaythe Video Display Program, (iv) attendance for screens on whichAdvertising Services are provided (by Theatre and in total), including separateidentification of attendance for screens on which Advertising Services underthe

29

----

##### Beverage Agreement is provided(if different); (v) upon LLC’s request, identification of Theatres inwhich Advertising Services are not provided, and the attendance and number ofscreens at such theatres; (vi) estimated Theatre opening and closingdates; and (vii) such other information described in the SpecificationDocumentation, as such may be amended from time to time by mutual agreement ofthe Parties;

##### (ix)           Regal’s budgeted attendance bytheatre (and by month if Regal budgets on a monthly basis) for the next fullfiscal year once approved by Regal’s board, and; and

##### (x)            such other information regarding theServices as LLC may reasonably request from time to time, as Regal agrees toprovide in its sole discretion;

### **(b)          **LLC.  LLC agrees that it shall at all times duringthe Term provide Regal, at LLC’s own cost except as otherwise provided in thisAgreement, with the following:

##### (i)            on a weekly basis, a report ofcompliance by each Digitized Theatre with on-screen advertising requirementsand reasons for any noncompliance, including a report of compliance relating tothe Beverage Agreement (the “Beverage Compliance Report”); 

##### (ii)           on a weekly basis, a representativePlay List of national advertising, which LLC shall make available no later thantwo business days prior to the day on which the Play List be implemented;

##### (iii)          on a monthly basis, a report regardinglocal advertising.

### **(c)          **Confidentiality.  For the avoidance of doubt, information madeavailable subject to this Section 4.10 shall be subject to the provisionsof Section 14.01 (Confidential Treatment); providedhowever,that LLC agrees that Regal shall be permitted to provide the BeverageCompliance Report to its beverage concessionaire.  Regal agrees to be included in any compliancereporting LLC provides to its advertisers and other content providers for proofof performance.

## **Section 4.11         Trailers.**Trailers that are exhibited in the Theatres shall not include the exhibition ordisplay of any trademark, service mark, logo or other branding of a party otherthan the film studio(s), distributor(s), production company(ies); provided,however, Trailers may include incidental images of products or serviceswhich appear in the motion picture (e.g., product placements).

## **Section 4.12         CustomerAccess to Pre-Feature Program**.  Regal shall use commercially reasonableefforts to provide audiences access to the Theatre auditorium for the Pre-FeatureProgram or Traditional Content Program not less than 20 minutes prior toShowtime. 

## **Section 4.13         ExcludedTheatres; IMAX Screens.**

### **(a)          **ExcludedTheatres.  Regal shall have the rightto designate art house and draft house theatres that for purposes of thisAgreement shall be “Excluded Theatres”; provided, however, thatthe aggregate annual attendance at all such Excluded Theatres on the date of

30

----

### designation shall not exceed four (4) percent of the aggregate annualattendance at the Theatres.  The list ofExcluded Theatres identified as of the Effective Date is set forth in theSpecification Documentation.  Regal shallprovide written or electronic notice to LLC, in the form specified by LLC, eachtime there is a change in its list of Excluded Theatres.  Excluded Theatres shall not be deemed Theatresfor purposes of this Agreement; provided, however, that uponmutual agreement of the Parties one or more Excluded Theatres may participatein Digital Programming Services and Meeting Services pursuant to Article 6.  Excluded Theatres will not receiveAdvertising Services; provided, however, that upon mutualagreement of the Parties one or more Excluded Theatres may participate in EventSponsorships with respect to a particular event included in the Digital ProgrammingServices.  Excluded Theatres will not beconsidered for purposes of the calculation of Theatre Access Fees (althoughRegal will be entitled to the revenue share allocable for Digital Programmingand Meeting Services events in Excluded Theatres, as set forth in Exhibit B).  Notwithstanding the foregoing, ExcludedTheatres will be subject to the exclusivity obligations of Regal, as set forthin Section 2.04 to the same extent as a Theatre hereunder.  With respect to any Theatre subsequentlydesignated as an Excluded Theatre, the parties will negotiate in good faithterms for the discontinuation of delivery of the Service to such ExcludedTheatre.

### **(b)          **IMAXScreens.  All Theatre screensdedicated to the exhibition of films using “IMAX” technology shall be deemed “IMAXScreens.” IMAX Screens will not receive, and Regal will have no duty to exhibiton any IMAX Screen, the Digital Carousel, the Pre-Feature Program or theTraditional Content Program; providedhowever, that Regal mayelect to exhibit the Digital Carousel, the Pre-Feature Program or theTraditional Content Program on its IMAX Screens in its sole discretion.  Notwithstanding the foregoing, all IMAXScreens will be subject to the exclusivity obligations of Regal, as set forthin Section 2.04 to the same extent as a Theatre hereunder.  Regal will provide LLC prompt written orelectronic notice, in the form specified by LLC, of any additions to ordeletions from its list of IMAX Screens, which list is provided in theSpecification Documentation.  

## **Section 4.14         GrandOpenings; Popcorn Tubs; Employee Uniforms**.  Notwithstanding anything herein to thecontrary, Regal shall not be prohibited from: (i) promoting the grand opening of a Theatre or an ExcludedTheatre, provided such promotional activity (A) may occur only for thefourteen (14) day period immediately preceding the opening of the theatre tothe general public through the fourteen (14) day period immediately followingthe opening of the theatre to the general public, and (B) includes localadvertising of such opening in exchange for the advertising of local businessesonly, provided any on-screen advertising related thereto shall be subject toavailability of on-screen Inventory and limited to one (1) advertisement thirty(30) seconds in length; (ii) placing advertising promoting full-lengthfeature films on special popcorn tubs (such as plastic or oversized containersnot regularly sold by Regal) sold in Theatres or Excluded Theatres, providedRegal shall (A) provide LLC one hundred twenty (120) days prior notice ofRegal’s desire to conduct such promotion and permit LLC sixty (60) days to sellpromotional advertising for such special popcorn bags/tubs, and if LLC cannotsell advertising for such special popcorn tubs within such sixty (60) day periodthen Regal shall have the right to sell such advertising, (B) be limitedto two (2) such promotions in any twelve (12) month period during the Term,(C) not conduct any such promotion over a period exceeding thirty (30)days, and (D) not sell such advertising below the lowest total rate cardamount received by LLC for popcorn bags; and (iii) allowing advertisingfor the supplier of

31

----

## Regal employee uniforms to appear on such uniforms, provided not morethan two (2) individual instances of such advertising may appear on any suchuniform at any one time.  Regal willprovide LLC reasonable advance written notice of any promotion under thisSection 4.14 (collectively, “Special Promotions”) and LLC will have theright to approve each such Special Promotion. LLC may not unreasonably withhold, condition or delay its approval,provided that LLC shall be permitted to withhold its approval from any suchSpecial Promotion that is inconsistent with any exclusive obligation of LLCthen in force, or otherwise interferes with the current or proposed businessactivities of LLC as reasonably determined by LLC.  Any cash consideration paid by a third partyin connection with a Special Promotion relating to any Service shall be paid toLLC.

## **Section 4.15         Consultationregarding Certain Advertising Agreements. **

### **(a)          **TheatreAdvertising.  Prior to either Partyentering into an exclusive agreement for longer than one Flight with any thirdparty for Theatre Advertising, the contracting Party will give the other Partywritten notice not less than twenty (20) days in advance of the contractdate, and the Parties will consult in good faith to confirm that such exclusivearrangement does not conflict with any exclusive arrangements the other Partyhas entered into or contemplates entering into; providedhowever,this notice shall not apply to entry into the Beverage Agreement by Regal.  Notwithstanding the foregoing, if the Partieshave satisfied the foregoing provisions of this Section 4.15(a) andidentified a conflict of interest regarding an agreement with exclusivity,Regal’s exclusivity interests shall prevail.

### **(b)          **StrategicRelationships.  Regal shall not enterinto any Strategic Relationship that conflicts with any existing or proposedexclusive advertising or promotional arrangement between LLC and a third partyfor which LLC has provided prior written notice, which may be by electronicmail, to Regal’s designated representative(s) of such existing or proposedexclusive arrangement, including the identity of the other party, the length oftime, and type of category of such exclusive arrangement, and specifically inconnection with a proposed exclusive arrangement the anticipated start date ofsuch arrangement.  Regal may enter intoany Strategic Relationship that conflicts with a proposed exclusive arrangementprior to the anticipated start date of such arrangement.  Further, in the event that LLC is unable toenter into a definitive agreement with respect to such proposed exclusivearrangement within sixty (60) days after such notice by LLC to Regal of suchproposed exclusive arrangement, which notice may not be provided more than oncein any twelve month period, then Regal shall have the right to enter into anysuch Strategic Relationship.

# **ARTICLE5****SUPPORT; MAKE GOODS**

## **Section 5.01         SoftwareSupport.** LLC reserves the right to request of Regal and agrees to consult withRegal during the Term on any proposed material changes or updates to theSoftware.  LLC shall make available toRegal pursuant to the terms of the license in Section 7.01 below all suchupdates or modifications to the Software. Unless otherwise agreed to in writing by LLC, Regal shall not permit anythird party to perform or provide any maintenance or support services withrespect to the LLC Equipment or the Software.

32

----

## **Section 5.02         Cooperation.**  Regal agrees to take all actions during theTerm that are within its control and reasonably necessary to permit thedelivery, exhibition and viewing of the Service in the Theatres on the termsand conditions set forth herein.

## **Section 5.03         MakeGoods.**  Inthe event that any Inventory scheduled for exhibition pursuant toSections 4.06(a), 4.06(b) or 4.07 is not exhibited as scheduled, LLC shalltake such action or provide such remedy as is required pursuant to theapplicable Regal advertising agreement, including the exhibition of “make good”Inventory sufficient to achieve the level of Inventory content impressionsnecessary to satisfy any contractual obligations governing the exhibition ofsuch Inventory.  Regal acknowledges and agreesthat such contractual obligations must have been timely disclosed to LLC inwriting as a condition to the exercise of the foregoing exclusive right andremedy; such obligations as of the Effective Date have been provided by Regalto LLC in a separate letter.  To theextent such third-party agreement prescribed a “make good” remedy, Regal agreesto make its Theatres (including screens and Lobby Screens, as applicable)available for the exhibition of such “make goods,” and LLC agrees to exhibitsuch “make goods” consistent with any contractual obligations of Regalconcerning the exhibition of such “make goods.” LLC reserves the right to useexcess or unsold Inventory as “make goods,” remnant advertising, other revenuegenerating advertising, public service announcements, and the like.  Notwithstanding the foregoing, LLC shall onlybe required to make any payment of moneys (including a refund of amounts paidby the applicable advertiser) in the event that the reason that the applicableInventory was not exhibited or was exhibited in an incorrect position wasprimarily a result of actions or inactions by LLC (or its designees or assigns)and the applicable advertising agreement does not allow, or LLC otherwise doesnot provide, a remedy of exhibition of “make good” Inventory.

# **ARTICLE6****DIGITAL PROGRAMMING SERVICES AND MEETINGSERVICES**

## **Section 6.01         Participationin Digital Programming.**  All Digitized Theatres with the necessaryequipment to exhibit an event are available for Digital Programming Serviceseither automatically or subject to Regal’s approval, based on criteriaspecified in Exhibit B.  TheParties agree that Regal will pay LLC a percentage of ticket revenue as setforth on Exhibit B for Digital Programming Services described on Exhibit A,Section B.  

## **Section 6.02         Participationin Meeting Services.**  Regal shall make its Theatres available forMeeting Services either automatically or subject to Regal’s approval, based oncriteria specified in Exhibit B. The Parties agree that Regal will be compensated for use of itsauditoriums as set forth on Exhibit B for the Meeting Services asdescribed on Exhibit A, Section C.  

## **Section 6.03         Marketingand Promotion of Digital Programming Services and Meeting Services. **

### **(a)          **TheParties have agreed to develop and implement a plan to market and promote theDigital Programming Services to current and potential Theatre patrons on anevent-by-event basis.  This marketingplan will include at least one digital trailer (the “Event Trailer”) 

33

----

### to promote events or a series of events distributed to the applicableDigitized Theatres and other Digitized Theatres in the designated marketarea.  If LLC is promoting only oneDigital Programming event, the relevant Event Trailer shall not be longer thanthirty (30) seconds, and if LLC is promoting more than one Digital Programmingevent, the aggregate time of the Event Trailers shall not exceed40 seconds.  The Event Trailer shallbe limited to a promotion for an applicable event and if displayed afterShowtime shall not include any (i) product placement or mention nor(ii) logo placement, except for company names and logos that areincidental to the sponsoring of such event, without the prior written approvalof Regal which approval shall not be unreasonably withheld.  Notwithstanding the foregoing, Regal shall,in its discretion, determine whether and in which Theatres to exhibit an EventTrailer after Showtime.  If Regal choosesnot to display the Event Trailer after Showtime in all Theatres in thedesignated market area where Regal is exhibiting the Digital Programming event,LLC may refuse to distribute the Digital Programming event to any of Regal’sTheatres in such designated market area.

### **(b)          **LLCmay request access to Regal’s customer databases, in connection with marketing ofDigital Programming Services events, which request may be denied in Regal’ssole and absolute discretion.

### **(c)          **Marketingand promotion materials created for Digital Programming Services and MeetingServices shall be created as mutually agreed from time to time, in accordancewith the content standards set forth in Section 4.03.  LLC agrees to include bridges and bumps,prior to and following a Digital Programming Services event, to reinforcebranding for the Digital Programming Service.

## **Section 6.04         Concessions,Sponsorships**. Regal shall retain all revenue from Concession sales associated withDigital Programming Services and Meeting Services.  LLC reserves the right, as part of theAdvertising Services, to arrange third party sponsorship of Digital ProgrammingServices and Meeting Services, provided that no such sponsor may be atheatre or theatre circuit which is a competitor of Regal, and providedthat such sponsorship is in conformance with the content restrictionsenumerated in Section 4.03(i) through (ix) hereof.  

## **Section 6.05         LLC’sFirst Right**. Regal will submit to LLC for consideration by LLC any eventopportunities that are identified by or presented to Regal and that wouldordinarily fall within the definition of Digital Programming Services andMeeting Services.  Should LLC elect notto enter into a contract for such events in the Digital Programming Services orMeeting Services within 30 days after such submission by Regal, then Regalmay pursue such event opportunities independent of LLC, and Regal shall retainany and all revenues resulting from such event. LLC agrees to keep Regal informed of the progress in negotiating anycontract for such events referred by Regal.

## **Section 6.06         DigitalProgramming Content**.  When sourcing digital content programming forDigital Programming Services and Meeting Services, LLC agrees to exercisecommercially reasonable efforts to source content from a variety ofproviders.  Such content must havereceived, or be such that, had it been rated, it would have received, an MPAArating of “G,” “PG,” “PG-13” or “R” (or the equivalent).  

34

----

## **Section 6.07         Useof Digital Content Network.**  Regal shall have the right to use the DigitalContent Network for the delivery of (a) any Digital Films, Trailers or PSATrailer, and (b) any event submitted to, and rejected by, LLC pursuant toSection 6.05, and Regal shall pay LLC an Administrative Fee for such useas set forth in Exhibit B. 

# **ARTICLE7****INTELLECTUAL PROPERTY**

## **Section 7.01         SoftwareLicense.** Subject to the terms and conditions of this Agreement and the LicenseAgreement, LLC hereby grants to Regal, and Regal hereby accepts, anon-exclusive, non-transferable, non-sublicenseable, limited license to installand execute the object code version of the Software solely for the limitedpurpose to receive, store, display and exhibit the Digital Content Service, theTraditional Content Program and the Digital Carousel, as applicable, on the LLCEquipment and the Regal Equipment solely in connection with its performance ofand subject to all of the terms and conditions of this Agreement and only tothe extent such Software is utilized by Regal.

## **Section 7.02         Licenseof the LLC Marks. **

### **(a)          **Subjectto the terms and conditions of this Agreement and any guidelines orrequirements provided in writing from time-to-time by LLC to Regal, LLC herebygrants at no additional cost to Regal, and Regal hereby accepts, anon-exclusive, non-transferable (except in connection with an assignment ofthis Agreement in accordance with Section 15.08 hereof), nonsublicenseable,limited license (i) to use the LLC Marks solely in connection with itsparticipation in the Service, as approved by LLC in writing in advance (whichshall not be unreasonably or untimely withheld), and (ii) to use the LLCMarks in marketing or advertising materials (“Marketing Materials”) that havebeen approved (which shall not be unreasonably or untimely withheld) by LLCpursuant to the terms hereof, provided and to the extent LLC shall haveauthorized Regal to promote the Service. Regal acknowledges that LLC is and shall remain the sole owner of theLLC Marks, including the goodwill of the business symbolized thereby.  Regal recognizes the value of the goodwillassociated with the LLC Marks and acknowledges and agrees that any goodwill arisingout of the use of the LLC Marks or any of them by Regal shall inure to the solebenefit of LLC for all purposes hereof.

### **(b)          **Priorto using any Marketing Material or depicting or presenting any LLC Mark in oron any marketing or advertising material or otherwise, Regal shall submit asample of such Marketing Material or other material to LLC for approval.  LLC shall exercise commercially reasonableefforts to approve (which shall not be unreasonably withheld) or reject anysuch Marketing Material or other material submitted to it for review withinfive (5) business days from the date of receipt by LLC.  Regal shall not use, publish, or distributeany Marketing Material or other material unless and until LLC has so approvedit in writing.  Upon receipt of suchapproval from LLC for a particular Marketing Material or other material, Regalshall not be obligated to submit to LLC substantially similar material forapproval; provided, however, Regal shall timely furnish samplesof all such material to LLC.

### **(c)          **Anyand all use or exercise of rights by Regal with respect to the LLC

35

----

### Marks or any other trademark, tradename, service mark or service nameprovided by LLC to Regal for use in connection with the Services shall be inaccordance with standards of quality and specifications prescribed by LLC fromtime to time (the “LLC Quality Standards”) and which have been delivered toRegal.  LLC shall have the right tochange the LLC Quality Standards from time to time upon written notice toRegal, provided such modified LLC Quality Standards are equally and timelyapplied to any and all other exhibitors of the Service.

### **(d)          **Regalshall cause the appropriate designation “(TM)” or “(SM)” or the registrationsymbol “(R)” to be placed adjacent to the LLC Marks in connection with the usethereof and to indicate such additional or alternative information as LLC shallspecify from time to time concerning the use by Regal of the LLC Marks as suchis, equally and timely communicated and applied to any and all other exhibitorsof the Service.

### **(e)          **Regalshall not use any LLC Mark in any manner that may reflect adversely on theimage or quality symbolized by the LLC Mark, or that may be detrimental to theimage or reputation of LLC. Notwithstanding anything herein to the contrary, LLC shall have theright, at its sole option, to terminate or suspend the trademark license grantprovided herein if it determines that Regal’s use of the LLC Marks or any ofthem is in violation of its trademark usage guidelines or is otherwise disparagingto its image or reputation, and such use is not conformed to such guidelinesand other reasonable requests of LLC within ten (10) days of receipt of writtennotice thereof.

### **(f)           **Regalagrees not to use (i) any trademark or service mark which is confusinglysimilar to, or a colorable imitation of, any LLC Mark or any part thereof,(ii) any trademark or service mark in combination with any LLC Mark,except in the case of the Brand as created by LLC under the terms of Section4.05(b) or (iii) any LLC Mark in connection with or for the benefit of anyproduct or service of any other Person or entity, except in the case of theBrand as created by LLC under the terms of Section 4.05(b).  Regal shall not engage in any conduct whichmay place LLC or any LLC Mark in a negative light or context, and shall notrepresent that it owns or has any interest in any LLC Mark other than asexpressly granted herein, nor shall it contest or assist others in contestingthe title or any rights of LLC (or any other owner) in and to any LLC Mark.

### **(g)          **Withrespect to all of LLC’s approvals, rights and otherwise under thisSection 7.02, LLC shall treat Regal at least as favorably with respect toeach instance as it has for any other exhibitor of the Service.

## **Section 7.03         Licenseof the Regal Marks. **

### **(a)          **Subjectto the terms and conditions of this Agreement, and any guidelines orrequirements provided in writing from time-to-time by Regal to LLC, Regalhereby grants at no cost to LLC, and LLC hereby accepts, a non-exclusive,non-transferable (except in connection with an assignment of this Agreement inaccordance with Section 15.08 hereof), nonsublicenseable, limited license(i) to use the Regal Marks solely in connection with its delivery of theService, as approved (which shall not be unreasonably or untimely withheld) byRegal in writing in advance, and (ii) to use the Regal Marks in MarketingMaterials that have been approved (which shall not be unreasonably or untimelywithheld) by Regal pursuant to the

36

----

### terms hereof.  LLC acknowledgesthat Regal is and shall remain the sole owner of the Regal Marks, including thegoodwill of the business symbolized thereby. LLC recognizes the value of the goodwill associated with the Regal Marksand acknowledges and agrees that any goodwill arising out of the use of theRegal Marks by LLC shall inure to the sole benefit of Regal for all purposeshereof.

### **(b)          **Priorto using any Marketing Material or depicting or presenting any Regal Mark in oron any marketing or advertising material or otherwise, LLC shall submit asample of such Marketing Material or other material to Regal for approval.  Regal shall exercise commercially reasonableefforts to approve (which shall not be unreasonably withheld) or reject any suchMarketing Material or other material submitted to it for review within five (5)business days from the date of receipt by Regal LLC shall not use, publish, ordistribute any Marketing Material or other material unless and until Regal hasso approved it in writing.  Upon receiptof such approval from Regal for a particular Marketing Material or othermaterial, LLC shall not be obligated to submit to Regal substantially similarmaterial for approval; provided, however, LLC shall timelyfurnish samples of all such material to Regal.

### **(c)          **Anyand all use or exercise of rights by LLC with respect to the Regal Marks or anyother trademark, tradename, service mark or service name provided by Regal toLLC for use in connection with the Services shall be in accordance withstandards of quality and specifications prescribed by Regal from time to time(the “Regal Quality Standards”) and provided to LLC.  Regal shall have the right to change theRegal Quality Standards from time to time upon written notice to LLC.

### **(d)          **LLCshall cause the appropriate designation “(TM)” or “(SM)” or the registrationsymbol “(R)” to be placed adjacent to the Regal Marks in connection with theuse thereof and to indicate such additional or alternative information as Regalshall specify from time to time concerning the use by LLC of the Regal Marks assuch is equally and timely communicated and applied to any and all otherlicensees of the Regal Marks.

### **(e)          **LLCshall not use any Regal Mark in any manner that may reflect adversely on theimage or quality symbolized by the Regal Mark, or that may be detrimental tothe image or reputation of Regal. Notwithstanding anything herein to the contrary, Regal shall have theright, at its sole option, to terminate or suspend the trademark license grantprovided herein if it determines that LLC’s use of the Regal Marks or any ofthem is in violation of its trademark usage guidelines or is otherwisedisparaging to its image or reputation, and such use is not conformed to suchguidelines and other reasonable requests of Regal within ten (10) days ofreceipt of written notice thereof.

### **(f)           **LLCagrees not to use (i) any trademark or service mark which is confusinglysimilar to, or a colorable imitation of, any Regal Mark or any part thereof,(ii) any trademark or service mark in combination with any Regal Mark,except for the LLC Marks as permitted under this Agreement or (iii) anyRegal Mark in connection with or for the, benefit of any product or service ofany other Person or entity, except for the LLC Marks as permitted under thisAgreement.  LLC shall not engage in anyconduct which may place Regal or any Regal Mark in a negative light or context,and shall not represent that it owns or has any interest in any Regal Markother than as expressly granted herein, nor shall it contest or assist others in

37

----

### contesting the title or any rights of Regal (or any other owner) in andto any Regal Mark.

## **Section 7.04         Statusof the LLC Marks and Regal Marks**.  Without expanding the rights and licensesgranted under this Agreement, the Parties acknowledge and agree that(a) the rights and licenses granted under this Agreement to use the LLCMarks and Regal Marks permit the use of the Regal Marks in combination orconnection with the LLC Marks, (b) the use ofthe Regal Marks in combination or connection with the LLC Marks, whether in theBrand, Policy Trailer, Branded Slots, Marketing Materials or otherwise inconnection with the participation in or delivery of the Service, will not bedeemed to create a composite or combination mark consisting of the Regal Marksand the LLC Marks, but instead will be deemed to create and will be treated bythe Parties as creating a simultaneous use of the LLC Marks and Regal Marks asmultiple separate and distinct trademarks or service marks, (c) neither Partywill claim or assert any rights in a composite mark consisting of elements ofthe LLC Marks and Regal Marks, and (d) all use of the Regal Marks and the LLCMarks under this Agreement will be subject to the provisions regarding the useand ownership of the Regal Marks and LLC Marks contained in thisAgreement.  

# **ARTICLE8****FEES**

## **Section 8.01         Payment.**  Except as otherwise provided in thisAgreement (e.g., payment of the Theatre Access Fees pursuant toSection 2.05(b)), all amounts due by one Party to the other under thisAgreement shall be paid in full within thirty (30) days after the receipt bythe paying Party of an invoice therefor. Each Party agrees that invoices for amounts payable by the other Partywill not be issued until the event triggering such payment obligation hasoccurred, or the condition triggering such payment obligation has beensatisfied, as applicable.

## **Section 8.02         Audit.**  Each Party shall keep and maintain accuratebooks and records of all matters relating to the performance of its obligationshereunder, including without limitation the sale of advertising, in accordancewith generally accepted accounting principles. During the Term and for a period of one (1) year thereafter, each Party,at its sole expense, shall, upon reasonable advance written notice from the otherParty, make such books and records (redacted, as applicable, to provideinformation relative to the Service and this Agreement) available at itsoffices for inspection and audit by the other Party, its employees and agents.  Any audit with respect to amounts payable byeither Party to the other Party under this Agreement shall be limited to anaudit with respect to amounts to be paid in the current calendar year andimmediately preceding calendar year only. Any period that has been audited pursuant to this section shall not besubject to any further audit.  In theevent an audit of the books and records of a Party reveals an underpayment tothe other Party, the audited Party shall pay to the other Party the amount ofsuch underpayment within 30 days of the completion of the audit.  If such audit determines that the underage inpayments paid to a Party were in the aggregate in excess of five percent (5%)of the payments owed, the Party owing the payment shall, in addition to makingthe payment set forth above, reimburse the Party receiving the payment for allreasonable costs, expenses and fees incurred in connection with suchaudit.  Any disputes between the Partiesrelating to the calculation of amounts owed shall be referred to a mutuallysatisfactory independent public accounting firm that has not been employed byeither Party for the two (2) 

38

----

## year period immediately preceding the date of such referral.  The determination of such firm shall beconclusive and binding on each Party, and judgment upon any such determinationcan be entered in any court having jurisdiction over the matter.  Each Party shall bear one-half of the fees ofsuch firm.  If the Parties cannot selectsuch accounting firm, then the selection of such accounting firm shall be madeby the American Arbitration Association located in New York, New York.  In addition to the foregoing audit rights ofthe Parties, during the Term LLC and its authorized agents shall have theright, upon reasonable advance notice, to inspect any Regal premises orfacilities involved in the performance of this Agreement to confirm theperformance and satisfaction of Regal’s obligations hereunder.

# **ARTICLE9****TERM AND TERMINATION**

## **Section 9.01         Term**.

### **(a)          **Duration.  Unless earlier terminated as provided below,the term of this Agreement, except with respect to Digital Programming Servicesand Meeting Services, shall begin on the Effective Date and shall continuethrough February 13,****2037 (the “InitialTerm”), after which Regal shall have the right to renew this Agreement on theterms as set forth in this Agreement for continuous, successive five-yearperiods (each, a “Renewal Term,” and together with the Initial Term, the “Term”).  Regal shall give LLC written notice of anyintent to exercise its right to renew at least thirty (30) days prior to theexpiration of the Initial Term and any Renewal Term.  The Parties shall, for a period of six (6)months commencing eighteen (18) months before the conclusion of the InitialTerm and any Renewal Term, negotiate in good faith terms, if any, on which theymay agree to extend the Initial Term or any Renewal Term, and, if suchagreement is reached, this Agreement shall be amended to incorporate suchterms.  Unless this Agreement is extendedby Regal, this Agreement may only be extended by subsequent written agreementof the Parties.  Prior to and during suchsix (6) month period, Regal shall not enter into or conduct any negotiationswith any third party with respect to any service that may be competitive withthe Service or any feature thereof.

### **(b)          **DigitalProgramming Services.  The term ofthis Agreement with respect to Digital Programming Services shall begin on theEffective Date and shall continue through December 31, 2011 (the “InitialDigital Programming Term”).  This Agreementshall automatically renew with respect to Digital Programming Services forcontinuous, successive five-year periods (each, a “Digital Programming RenewalTerm,” and together with the Initial Digital Programming Term, the “DigitalProgramming Term”) if Digital Programming Services has produced an averageDigital Programming EBITDA (as defined in Schedule 1) per Founding Memberscreen in all Theatres, AMC Theatres and Cinemark Theatres of $[***] for thethree year period ending on December 31, 2011 with respect to theInitial Digital Programming Term or has produced an average DigitalProgramming EBITDA per Founding Member screen of $[***] increased by 5% foreach five year period thereafter with respect to any Digital ProgrammingRenewal Term (the “Digital Programming EBITDA Threshold”); provided, however,that the Digital Programming Term shall not exceed the Initial Term.  If Digital Programming Services has failed tosatisfy the Digital Programming EBITDA Threshold, then Regal may extend theInitial Digital Programming Term or any Digital Programming Renewal

39

----

### Term at its sole discretion.  Notwithstanding the precedingsentence, if upon expiration of the Initial Digital Programming Term or anyDigital Programming Renewal Term, the average Digital Programming EBITDA (asdefined in Schedule 1) per Founding Member screen for Digital ProgrammingServices was negative during the last two years of such Initial DigitalProgramming Term or any two of the five years of such Digital ProgrammingRenewal Term, then either Regal or LLC shall have the right in its solediscretion to not extend the Initial Digital Programming Term or anyDigital Programming Renewal Term**. **Upon expiration of the DigitalProgramming Term, the provisions of this Agreement relating to DigitalProgramming shall terminate, except such rights and obligations that maysurvive pursuant to Section 9.04 (including the survival of Section 9.03 if theDigital Programming Term continues until the expiration of this Agreement).

### **(c)          **MeetingServices.  The term of this Agreementwith respect to Meeting Services shall begin on the Effective Date and shallcontinue through December 31, 2011 (the “Initial Meeting Services Term”).  This Agreement shall automatically renew withrespect to Meeting Services for continuous, successive five-year periods (each,a “Meeting Services Renewal Term,” and together with the Initial MeetingServices Term, the “Meeting Services Term”) if Meeting Services has producedan average Meeting Services EBITDA (as defined in Schedule 1) per FoundingMember screen in all Theatres, AMC Theatres and Cinemark Theatres of $[***] forthe three year period ending on December 31, 2011 with respect to theInitial Meeting Services Term or has produced an average Meeting ServicesEBITDA per Founding Member screen of $[***] increased by 5% for each fiveyear period thereafter with respect to any Meeting Services Renewal Term(the “Meeting Services EBITDA Threshold”); provided, however,that the Meeting Services Term shall not exceed the Initial Term.  If Meeting Services has failed to satisfy theMeeting Services EBITDA Threshold, then Regal may extend the Initial MeetingService Term or any Meeting Services Renewal Term at its sole discretion. Notwithstanding the preceding sentence, if upon expiration of the InitialMeeting Services Term or any Meeting Services Renewal Term, the average EBITDAper Founding Member screen for Meeting Services was negative during thelast two years of such Initial Meeting Services Term or any two of the fiveyears of such Meeting Services Renewal Term, then either Regal or LLCshall have the right in its sole discretion to not extend the InitialMeeting Services Term or any Meeting Services Renewal Term**. **Upon expiration of the MeetingServices Term, the provisions of this Agreement relating to Meeting Servicesshall terminate, except such rights and obligations that may survive pursuantto Section 9.04 (including the survival of Section 9.03 if the Meeting ServicesTerm continues until the expiration of this Agreement).

## **Section 9.02         Termination;Defaults.** Either Party may terminate this Agreement, immediately, by givingwritten notice of termination to the other, and without prejudice to any otherrights or remedies the terminating Party may have, if:

### **(a)          **Breachof Material Provision.  The otherParty materially breaches this Agreement, other than any provision ofSection 15.08, and fails to cure such breach within ninety (90) days afterreceipt from the terminating Party of written notice of the breach specifyingin detail the nature of the breach, provided, that if such material breachcannot be cured within ninety (90) days from the notice, then the ninety-dayperiod shall be extended as long as is reasonably necessary to cure such breachif the Party receiving notice diligently attempts to cure

40

----

### such breach; and provided, further, that if any such breach by Regal isconfined to a Theatre or limited number of Theatres, LLC shall have the rightin its sole discretion to terminate this Agreement only as to such Theatre orTheatres.

### **(b)          **Breachof Anti-Assignment Provision.  Theother Party materially breaches any provision of Section 15.08, and failsto cure such breach within thirty (30) business days after receipt from theterminating Party of written notice of the breach; provided, that if suchbreach cannot be cured within thirty (30) business days from the notice, thenthe period of thirty business days shall be extended as long as is reasonablynecessary to cure such breach if the Party receiving notice diligently attemptsto cure such breach; and provided, further, that if any such breach by Regal isconfined to a Theatre or limited number of Theatres, LLC shall have the rightin its sole discretion to terminate this Agreement only as to such Theatre orTheatres.

### **(c)          **Injunction,Order or Decree.  Any governmental,regulatory or judicial entity of competent jurisdiction shall have issued apermanent injunction or other final order or decree which is not subject toappeal or in respect of which all time periods for appeal have expired,enjoining or otherwise preventing LLC or, Regal from performing, in anymaterial respect, this Agreement.

### **(d)          **Bankruptcy.  The dissolution, bankruptcy, insolvency orappointment of a receiver or trustee of the other Party that is not dismissedwithin sixty (60) days, or the other Party convenes a meeting of creditors, hasa receiver appointed, ceases for any reason to carry on business or is unableto pay its debts generally.

## **Section 9.03         Rightof First Refusal.**

### **(a)          **ROFRPeriod.  For a period (the “ROFRPeriod”) beginning 12 months prior to the end of the scheduled expirationof this Agreement pursuant to Section 9.01 and ending 48 months afterexpiration of this Agreement, Regal shall not enter into any agreement orarrangement with a third party (whether in writing or otherwise) (an “AlternativeAgreement”) to receive services that were being provided by LLC to Regal at anytime during the one-year period ending on expiration of this Agreement (“DesignatedServices”) without complying with this Section 9.03.

### **(b)          **ROFRNotice.  Before entering into orcommitting to enter into an Alternative Agreement, Regal shall present to LLCnotice (the “ROFR Notice”) containing a summary of all material terms andconditions of the proposed Alternative Agreement.  The ROFR Notice shall state that Regalintends to enter into the Alternative Agreement and shall certify that thereare no other direct or indirect arrangements or understandings with respect tothe provision of the Designated Services that have not been disclosed to LLC.

### **(c)          **InformationRequest.  Regal shall provide LLCsuch additional and supplemental information as LLC shall reasonably requestwithin 10 days of receiving such request and Regal shall cooperate fullywith LLC in its evaluation of the Alternative Agreement.

### **(d)          **ROFRResponse.  LLC shall have the rightduring a period ending 90 days after submission of the AlternativeAgreement (or in the event additional information is requested by LLC, within90 days after the final submission to LLC of such additional

41

----

### information) (the “ROFR Response Period”) to give Regal written notice(the “ROFR Response”) that it either (i) will enter into an agreement withRegal providing Regal with the Designated Services on terms and conditions noless favorable to Regal than those contained in the Alternative Agreement or(ii) does not seek to provide the Designated Services.

### **(e)          **Negotiationregarding Portion of Designated Services. If any of the Designated Services to be provided by the AlternativeAgreement cannot reasonably be provided by LLC, then LLC and Regal shallnegotiate in good faith during the ROFR Response Period as to LLC’s ability toprovide certain portions of the Designated Services; provided that should(x) Regal and LLC fail to reach agreement on LLC’s provision of theDesignated Services in part and (y) LLC fails to agree to provide all ofthe Designated Services by the end of the ROFR Response Period, then Regalshall be permitted to enter into the Alternative Agreement on terms no less favorableto Regal than those set forth in the ROFR Notice as provided inSection 9.03(b) above.  If Regalfails to enter into such Alternative Agreement within 45 days after theend of the ROFR Response Period, then the procedures set forth in thisSection 9.03 shall once again become applicable.

### **(f)           **AlternativeProposals.  During the periodcommencing on the date that Regal provides LLC the ROFR Notice and continuinguntil the earlier of (i) the end of the ROFR Response Period and(ii) the date LLC notifies Regal that it does not seek to provide theDesignated Services, Regal shall not solicit alternative proposals from anyother party for the Designated Services.

### **(g)          **Agreement.  If either (i) LLC delivers a ROFRResponse indicating that LLC wants to provide Regal with the DesignatedServices on the terms and conditions set forth in the ROFR Notice or(ii) the Parties agree that LLC will provide only certain of theDesignated Services, the Parties will, within 45 days of such verbalagreement, enter into a written agreement to provide the agreed-on DesignatedServices on such terms and conditions. If Regal and LLC fail to enter into such agreement within 45 daysafter the end of the ROFR Response Period, then Regal shall have 45 daysthereafter to enter into the Alternative Agreement on the terms and conditionsno less favorable to Regal than those set forth in the ROFR Notice.  If Regal fails to enter into such AlternativeAgreement within such 45 day period, then the provisions of thisSection 9.03 shall once again become applicable.

### **(h)          **Entryinto Alternative Agreement.  Ifeither (i) LLC delivers a ROFR Response indicating that LLC does not wantto provide Regal with the Designated Services on the terms and conditions setforth in the ROFR Notice or (ii) the Parties agree that LLC will provideonly certain of the Designated Services, Regal shall be permitted, with respectto those Designated Services not provided by LLC, to enter into the AlternativeAgreement on the terms and conditions no less favorable to Regal than those setforth in the ROFR Notice.  If Regal failsto enter into such Alternative Agreement within 45 days after the end ofthe ROFR Response Period, then the provisions of this Section 9.03 shallonce again become applicable.

## **Section 9.04         Survival.**  Articles 1, 10, 11, 13, 14 and 15 andSections 9.04, 9.05 and 9.06 shall survive any expiration or terminationof this Agreement, and Section 9.03 shall survive any expiration of thisAgreement.

42

----

## **Section 9.05         Effectof Termination.** Upon termination or expiration of this Agreement, each Party mayexercise all remedies available to it as a matter of law and upon prior noticeto Regal, LLC shall be entitled to enter the Theatres, and any other premisesof Regal where any LLC Property may be located (or in the event of partialtermination of this Agreement pursuant to Section 9.02(a) or (b) theaffected Theatre(s) or premises), at a time mutually agreed to by the Partiesin order to recover any and all LLC Property. In the event LLC fails to recover any LLC Property within the timeframethe Parties agree upon for such recovery, Regal shall have the right to removeand dispose of such LLC Property in its sole discretion, provided thatany Software included in the LLC Property shall be recovered and returned toLLC at LLC’s expense.  LLC shall beobligated to restore all premises from which LLC Property is removed pursuantto this section to their previous condition, excluding reasonable wear and tearand any other improvements or material alterations to such premises as may havebeen approved by the Parties in connection with installation of LLC Equipmentor operation of the Service and shall repair any damage to the premises as aresult of such removal.  In addition, anyand all licenses granted by either Party to the other under this Agreementshall immediately terminate, Regal shall cease using LLC Marks, LLC shall ceaseusing Regal Marks and LLC shall be entitled to immediately discontinue theService.  Promptly upon termination orexpiration of this Agreement, and except as expressly provided inArticle 8 of the License Agreement, each Party shall return to the otherParty all Confidential Information of the other Party, or, at the other Party’soption, destroy such Confidential Information and promptly provide to the otherParty a certificate signed by an officer of the Party attesting to suchdestruction.  Notwithstanding terminationof this Agreement, each Party shall pay to the other, within thirty (30) daysafter the effective date of such termination, any and all fees (including costsand expenses) and other amounts owed hereunder as of such termination.

# **ARTICLE10****REPRESENTATIONS, WARRANTIES AND COVENANTS**

## **Section 10.01       Representationsand Warranties.** Each Party represents and warrants that:

### **(a)          **Formation.  It (i) is duly formed and organized,validly existing, and in good standing under the laws of the jurisdiction ofits formation and incorporation and has the power and authority to carry on itsbusiness as carried on, and (ii) has the right to enter into thisAgreement and to perform its obligations under this Agreement and has the powerand authority to execute and deliver this Agreement.

### **(b)          **GovernmentalAuthorization.  Any registration,declaration, or filing with, or consent, approval, license, permit or otherauthorization or order by, any governmental or regulatory authority, domesticor foreign, that is required to be obtained by it in connection with the validexecution, delivery, acceptance and performance by it under this Agreement or theconsummation by it of any transaction contemplated hereby has been completed,made, or obtained, as the case may be.

### **(c)          **Consents.  It is the exclusive owner of, or otherwisehas or will have timely obtained all rights, licenses, clearances and consents necessaryto make the grants of

43

----

### rights made or otherwise perform its obligations under this Agreementas required under this Agreement.

### **(d)          **NoConflicts.  The execution anddelivery of this Agreement do not, and the performance of its obligations underthis Agreement and the consummation of the transactions contemplated herebywill not (with or without notice or lapse of time or both) (i) conflictwith or result in a violation or breach of its charter or other organizationaldocuments; (ii) conflict with or result in a violation or breach of anylaw or order applicable to it, or (iii) (A) conflict with or resultin a violation or breach of, (B) constitute a default under, or(C) result in the creation or imposition of any lien upon it or any of itsassets and properties under, any material contract or material license to whichit or any of its Affiliates is a party or by which any of its or theirrespective assets and properties are bound.

## **Section 10.02       AdditionalCovenants.**  

### **(a)          **NoChallenge.  Each Party covenants thatit will not at any time, except to the extent necessary to, assert or defendits rights under this Agreement: (i) challenge or otherwise do anything inconsistent with the otherParty’s right, title or interest in its property, (ii) do or cause to bedone or omit to do anything, the doing, causing or omitting of which wouldcontest or in anyway impair or tend to impair the rights of the other Party inits property or the rights of third party licensors or providers in theirproperty, or (iii) assist or cause any Person or entity to do any of theforegoing.  

### **(b)          **NoInfringement by Regal.  Regalcovenants that, except as Regal discloses in writing concurrently with theexecution hereof and excluding any intellectual property or other rights licensedpursuant to the License Agreement, none of the information, content, materials,or services it supplies or has supplied on its behalf under this Agreement toits knowledge infringes or misappropriates, or will infringe or misappropriate,any U.S. patent, trademark, copyright or other intellectual property orproprietary right of any third party to the extent used in accordance with theterms and conditions of this Agreement.

### **(c)          **NoInfringement by LLC.  LLC covenantsthat, except as specified in Section 10.02(b) and excluding anyintellectual property or other rights licensed pursuant to the LicenseAgreement, (i) to its knowledge, the Services will not violate, infringeor dilute any trademark, tradename, service mark or service name or any otherintellectual property of any third party or the right of privacy or publicityof any person and (ii) LLC shall procure any and all consents, licenses orpermits necessary relating to the Services provided to Regal and shall pay alllicense fees and royalties to the appropriate parties that become due and owingas a result of the performance of the Services or any other services as may beprovided by LLC to Regal from time to time, other than film rent to the filmdistributors.

## **Section 10.03       Disclaimer.**  EXCEPT AS EXPRESSLY AND EXPLICITLY SET FORTHIN THIS AGREEMENT, ANY AND ALL INFORMATION, PRODUCTS, AND SERVICES, INCLUDING,WITHOUT LIMITATION, THE REGAL PROPERTY AND LLC PROPERTY, ARE PROVIDED “AS IS”AND “WITH ALL FAULTS,” AND NEITHER PARTY MAKES ANY REPRESENTATIONS ORWARRANTIES, AND EACH PARTY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES,EXPRESS OR IMPLIED,

44

----

## WRITTEN OR ORAL, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE,USAGE OF TRADE, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIEDWARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE AND FITNESS FOR APARTICULAR PURPOSE.  NEITHER PARTY MAKESANY REPRESENTATION THAT THE DIGITAL CONTENT SERVICE OR ITS DISPLAY, OR RECEIPTOF ANY OTHER SERVICES, WILL BE UNINTERRUPTED OR ERROR-FREE.

# **ARTICLE11****INDEMNIFICATION**

## **Section 11.01       Indemnification. **

### **(a)          **Indemnificationby Regal.  Regal shall defend,indemnify, and hold harmless LLC and its officers, directors, members, owners,contractors, employees, representatives, agents, successors, and assigns (collectively,“Representatives”) from and against any and all losses, obligations, risks,costs, claims, liabilities, settlements, damages, liens, judgments, awards,fines, penalties, expenses and other obligations whatsoever (including, withoutlimitation, reasonable attorneys’ fees and disbursements, except as limited bySection 11.02, and any consultants or experts and expenses ofinvestigation) (collectively, “Costs”) suffered or incurred by LLC or itsRepresentatives in connection with, as a result of, based upon, or relating to,(i) any breach by Regal of this Agreement, (ii) any use by Regal ofany LLC Property (other than LLC Property licensed by LLC to Regal under theLicense Agreement) other than as authorized by this Agreement, (iii) anythird-party claims directly resulting from acts or omissions of Regal or itsdesignee(s), (iv) any breach of a Legacy Agreement prior to the date onwhich such Legacy Agreement is assigned to LLC, (v) Regal’s fraud, willfulmisconduct, or noncompliance with law, (vi) any infringement, violation,misappropriation, or misuse of any third-party intellectual property rights bythe Regal Property (excluding the intellectual property or other rightslicensed by Regal pursuant to the License Agreement); or (vii) any itemsdisclosed by Regal pursuant to Section 10.02(b).

### **(b)          **Indemnificationby LLC.  LLC shall defend, indemnify,and hold harmless Regal and its Representatives from and against any and allCosts suffered or incurred by Regal or its Representatives in connection with,as a result of, based upon, or relating to, (i) any breach by LLC of thisAgreement, (ii) any use by LLC of any information, content or othermaterials supplied by or on behalf of Regal hereunder (including the Brand),but not under the License Agreement, other than as authorized by thisAgreement, (iii) any breach of a Legacy Agreement on or after the date onwhich such Legacy Agreement is assigned to LLC, (iv) any damage caused byLLC, its vendors or subcontractors in installation, inspection or maintenanceof any Equipment, (v) any third-party claims directly resulting from actsor omissions of LLC or its designee(s), including subcontractors, (vi) anyinfringement, violation, misappropriation, or misuse of any third-partyintellectual property rights by the LLC Property (excluding the intellectualproperty or other rights licensed by LLC pursuant to the License Agreement); or(vii) LLC’s fraud, willful misconduct, or noncompliance with law.

### **(c)          **MutualIndemnification.  Each Party (the “IndemnifyingParty”) shall 

45

----

### defend, indemnify, and hold harmless the other Party and the otherParty’s Representatives from and against any and all Costs suffered or incurredby the other Party or the other Party’s Representatives in connection with oras a result of, and from and against any and all third party claims, suits,actions, or proceedings actually or allegedly arising out of, based upon, orrelating to any infringement or dilution of any third party trademark,tradename, service mark or service name by any trademark, tradename, servicemark or service name provided by the Indemnifying Party.  In the event of any infringement or dilutiongiving rise to a claim for indemnification under Sections 10.02(b),10.02(c) or 11.01(a)(iii), or if infringement or dilution potentially givingrise to a claim under this Section is, in the Indemnifying Party’s opinion,likely to occur the Indemnifying Party may, either:  (i) procure for the other Party theright to continue using the trademark, tradename, service mark or service namein question, (ii) replace or modify the trademark, tradename, service markor service name in question with a non-infringing or non-dilution alternative;or (iii) order the other Party to cease use of, and terminate the grant ofrights under this Agreement with respect to, the trademark, tradename, servicemark or service name in question.  TheIndemnifying Party will have no obligation under this Section for anyinfringement or dilution caused by, and the other Party will indemnify theIndemnifying Party in the event of, use by the other Party of the trademark,tradename, service mark or service name in question:  (A) after the Indemnifying Party hasnotified the other Party to cease use of that trademark, tradename, servicemark or service name; (B) in combination with any other trademark,tradename, service mark or service name not supplied by the Indemnifying Party;or (C) in breach of this Agreement. This Section 11.01(c) states each Party’s entire liability and soleand exclusive remedy for infringement or dilution claims or actions relating tothird party trademarks, tradenames, service marks or service names inconnection with this Agreement.  

## **Section 11.02       Defenseof Action.** An indemnitor under this Article shall have the right to control thedefense and settlement of any and all claims, suits, proceedings, and actionsfor which such indemnitor is obligated to indemnify, hold harmless, and defendhereunder, but the indemnitee shall have the right to participate in suchclaims, suits, proceedings, and actions at its own cost and expense.  An indemnitor shall have no liability underthis Article 11 unless the indemnitee gives notice of such claim to theindemnitor promptly after the indemnitee learns of such claim so as to notprejudice the indemnitor.  Under nocircumstance shall either Party hereto settle or compromise or consent to theentry of any judgment with respect to any claim, suit, proceeding, or actionthat is the subject of indemnification hereunder without the prior writtenconsent of the other Party, except for settlement involving only monetarypayment by the indemnitor or no commitment or admission by the indemnitee,which consent shall not be withheld or delayed unreasonably.

# **ARTICLE12****ADDITIONAL RIGHTS AND OBLIGATIONS**

## **Section 12.01       Assistance.**  Each Party, upon the request of the other,shall perform any and all further reasonable acts and reasonably execute,acknowledge, and deliver any and all documents which the other Party determinesin its sole reasonable judgment may be necessary, appropriate, or desirable tocarry out the intent and purposes of this Agreement, including withoutlimitation to document, perfect, or enforce the other Party’s right, title, orinterest in and 

46

----

## to any of such Party’s property, as well as any assistance requested inconnection with the proceedings, suits, and hearings described inSection 12.02.

## **Section 12.02       Infringement.** The Partiesshall notify one another promptly, in writing, of any alleged, actual orthreatened infringement, violation, misappropriation or misuse of orinterference with (“Infringement”) any intellectual property which such Partyknows of or has reason to suspect.

## **Section 12.03       TheatrePasses.** Upon the request of LLC’s CEO, Regal willissue a number of annual passes, as reasonably requested by LLC and agreed bythe parties and as reasonably consistent with prior practice, to the Theatresfor use by LLC advertising clients, subject to Regal’s ability to issue suchpasses pursuant to Regal’s agreements with film distributors.  LLC may purchase passes in excess of suchnumber each year at a reasonably negotiated price.  All other tickets used by LLC for promotionaland sales purposes will be acquired by LLC at Regal’s then current group ticketdiscount rate.

## **Section 12.04       Compliancewith Law.** Regal and LLC shall each at all times operate and conduct its business,including, without limitation, exercising its rights under this Agreement, incompliance with all applicable international, national, state, and local laws,rules, and requirements, and the compliance by either Party with such laws,rules and requirements shall under no circumstances be deemed a breach of thisAgreement. 

## **Section 12.05       Insurance.**  Regal shall maintain with financially soundand reputable insurance companies insurance on the Theatres and Equipment insuch amounts and against such perils as Regal deems adequate for itsbusiness.  LLC shall maintain withfinancially sound and reputable insurance companies insurance for its businessand Equipment in such amounts and against such perils as LLC deems adequate forits business.  Each Party will name theother Party (including its agents, officers, directors, employees andaffiliates) as an additional insured on such policies of insurance.  Furthermore, to the extent reasonablypracticable, LLC shall use commercially reasonable efforts to have Regal listedas an additional insured on any insurance policy carried by the advertiser,agent or event promoter in connection with Services provided under thisAgreement.   

## **Section 12.06       MostFavored Nations.** LLC shall promptly provide to Regal a copy of each agreement, amendmentor extension as may be entered into by LLC on or after the Effective Date witheach Founding Member (including the Regal Exhibitor Agreement) which amends anyterm of the Exhibitor Services Agreement entered into with any of the FoundingMembers, as such may be amended from time to time.  The Parties recognize and acknowledge thatthe provision of the Service is dependent on the cooperation and operationalsupport of LLC and the Founding Members and, from time to time, LLC may electto waive compliance with a term of this Agreement or a term of an ExhibitorServices Agreement entered into with another Founding Member, so long as LLCacts reasonably and fairly in granting waivers requested by each of Regal, AMCand Cinemark, as applicable.  If LLC actsreasonably and fairly in granting such waivers to each of Regal, AMC andCinemark and any such waivers do not materially alter the applicable Exhibitor ServicesAgreement, then such waiver will not be considered an amendment of the relevantexhibitor’s Exhibitor Services Agreement for purposes of this Agreement andshall not be covered by the terms of this Section 12.06.  Such copies shall be

47

----

## redlined to reflect all differences between such agreements oramendments and this Agreement or corresponding amendment.  At the election of Regal, by written noticeto LLC within twenty (20) days following its receipt of such agreements oramendments, to amend this Agreement so that it conforms, in part or whole, toany one of such agreements or amendments, this Agreement shall be deemed soamended by LLC and Regal as soon as reasonably practicable after receipt ofsuch notice.  

## **Section 12.07       Non-Competitionand Non-Solicitation. **

### **(a)          **Non-Competition.  In consideration of Regal’s participation inLLC and in consideration of the mutual covenants and agreements contained inthis Agreement, Regal and its Affiliates agree, except as otherwise provided inthis Agreement, not to engage or participate in any business, hold equityinterests, directly or indirectly, in another entity, whether currentlyexisting or hereafter created, or participate in any other joint venture thatcompetes or would compete with any business that LLC is authorized to conductin the Territory pursuant to this Agreement, whether or not LLC is actuallyconducting such business in a particular portion of the Territory.  The foregoing restrictions shall not apply(i) in the event Regal or its Affiliate acquires a competing business inthe Territory as an incidental part of an acquisition of any other businessthat is not prohibited by the foregoing, if Regal disposes of the portion ofsuch business that is a competing business as soon as practicable, (ii) toany direct or indirect ownership or other equity investments by Regal or itsAffiliates in such other competing business that represents in the aggregateless than 10% of the voting power of all outstanding equity of such business,and (iii) in the event Regal enters into any agreement for the acquisitionor installation of equipment or the provision of services on customary termsthat does not violate the exclusivity of LLC hereunder with any entity that hasother businesses and provides other services that may compete with LLC.  

### **(b)          **Non-Solicitation.  For the Term of this Agreement and athree-year period after its termination or expiration, each Party shall not,without the prior written approval of the other Party, directly or indirectly:  (i) solicit for hire any employees ofany other Party or its Affiliates at the level of vice president or higher; or(ii) induce any such employee of such Party to terminate theirrelationship with such Party.  The foregoingwill not apply to individuals hired as a result of the use of a generalsolicitation (such as a newspaper, radio or television advertisement) notspecifically directed to the employees of such Party.

# **ARTICLE13****OWNERSHIP**

## **Section 13.01       Property**.

### **(a)          **LLCProperty.  As between LLC and Regal,LLC owns, solely and exclusively, any and all right, title, and interest in andto the Service (including all Inventory and other content supplied by or onbehalf of LLC), the LLC Marks, the Software (excluding any Software owned byRegal as provided in the License Agreement), LLC’s Confidential Information,the Digital Content Network, and any and all other data, information, Equipment(excluding the Regal Equipment), material, inventions, discoveries, processes,methods, 

48

----

### technology, know-how, written works, software, works of visual art,audio works, and multimedia works provided, developed, created, reduced topractice, conceived, or made available by or on behalf of LLC to Regal or usedby LLC to perform any of its obligations under or in connection with thisAgreement, as well as any and all translations, improvements, adaptations,reproductions, look and feel attributes, and derivates thereof (collectively,the “LLC Property”), and, except as expressly and explicitly stated in thisAgreement, reserves all such right, title, and interest.  

### **(b)          **RegalProperty.  As between Regal and LLC,Regal owns, solely and exclusively, any and all right, title, and interest inand to all content supplied by or on behalf of Regal, the Regal Marks, Softwarenot included in Section 13.01(a) above, Regal’s Confidential Information,and any and all other data, information, Equipment (excluding the LLCEquipment), material, inventions, discoveries, processes, methods, technology,know-how, written works, software, works of visual art, audio works, andmultimedia works provided, developed, created, reduced to practice, conceived,or made available by or on behalf of Regal to LLC or used by Regal to performany of its obligations under or in connection with this Agreement, as well asany and all translations, improvements, adaptations, reproductions,look-and-feel attributes, and derivates thereof (collectively, the “RegalProperty”), and, except as expressly and explicitly stated in this Agreement,reserves all such right, title, and interest.

## **Section 13.02       DerivedWorks**.  

### **(a)          **DerivedWorks from LLC Property.  Any and alldata, information, and material created, conceived, reduced to practice, ordeveloped pursuant to this Agreement, but not pursuant to the LicenseAgreement, including, without limitation, written works, processes, methods,inventions, discoveries, software, works of visual art, audio works,look-and-feel attributes, and multimedia works, to the extent based on, using,or derived from, in whole or in part, any LLC Property, whether or not done onLLC’s facilities, with LLC’s equipment, or by LLC personnel, by either Partyalone or with each other or any third party, and any and all right, title, andinterest therein and thereto (including, but not limited to, the right to suefor past infringement) (collectively, “LLC Derived Works”), shall be ownedsolely and exclusively by LLC, and Regal hereby assigns, transfers, and conveysto LLC any right, title, or interest in or to any LLC Derived Work which it mayat any time acquire by operation of law or otherwise.  To the extent any LLC Derived Works areincluded in the Service, LLC hereby grants to Regal during the Term anon-exclusive, non-transferable, non-sublicenseable license to such LLC DerivedWorks solely for use in connection with the Service, as expressly provided bythis Agreement.  

### **(b)          **DerivedWorks from Regal Property.  Except asspecified in Section 13.02(a), any and all data, information, and materialcreated, conceived, reduced to practice, or developed pursuant to thisAgreement, but not pursuant to the License Agreement, including, withoutlimitation, written works, processes, methods, inventions, discoveries,software, works of visual art, audio works, look-and-feel attributes, andmultimedia works, to the extent based on, using, or derived from, in whole orin part, any Regal Property (and specifically including any materials includedin the Policy Trailer or the Branded Slots based on or derived from materialssupplied by Regal), whether or not done on Regal’s facilities, with Regal’s orLLC’s equipment, or by Regal personnel, by either Party alone or with eachother or any third

49

----

### party, and any and all right, title, and interest therein and thereto(including, but not limited to, the right to sue for past infringement)(collectively, “Regal Derived Works”), shall be owned solely and exclusively byRegal, and LLC hereby assigns, transfers, and conveys to Regal any right,title, or interest in or to any Regal Derived Work which it may at any timeacquire by operation of law or otherwise. To the extent any Regal Derived Works are included in the Service, Regalhereby grants to LLC during the Term a nonexclusive, non-transferable,non-sublicenseable license to such Regal Derived Works solely for use in connectionwith the Service, as expressly provided by this Agreement.

## **Section 13.03       NoTitle.**  ThisAgreement is not an agreement of sale, and (a) no title or ownershipinterest in or to any LLC Property is transferred to Regal, and (b) notitle or ownership interest in or to any Regal Property is transferred to LLC,as a result of or pursuant to this Agreement. Further, (i) Regal acknowledges that its exercise of rights withrespect to the LLC Property shall not create in Regal any right, title orinterest in or to any LLC Property and that all exercise of rights with respectto the LLC Property and the goodwill symbolized thereby or connected therewithwill inure solely to the benefit of LLC, and (ii) LLC acknowledges thatits exercise of rights with respect to the Regal Property shall not create inLLC any right, title or interest in or to any Regal Property and that allexercise of rights with respect to the Regal Property and the goodwillsymbolized thereby or connected therewith will inure solely to the benefit ofRegal.

# **ARTICLE14****CONFIDENTIALITY**

## **Section 14.01       ConfidentialTreatment.** For a period of three years after the termination of this Agreement:

### **(a)          **Treatmentof Confidential Information.  EachParty shall use and cause its Affiliates to use the same degree of care it usesto safeguard its own Confidential Information and to cause its and itsAffiliates’ directors, officers, employees, agents and representatives to keepconfidential all Confidential Information; and each Party shall hold and shallcause its Affiliates to hold and shall cause its and its Affiliates’ directors,officers, employees, agents and representatives to hold in confidence, unlesscompelled to disclose by judicial or administrative process or, in the opinionof counsel, by the requirements of law, Confidential Information.

### **(b)          **LLC’sConfidential Information.  Regalagrees that the Confidential Information of LLC shall only be disclosed insecrecy and confidence, and is to be maintained by Regal in secrecy andconfidence subject to the terms hereof. Regal shall (i) not, directly or indirectly, use the ConfidentialInformation of LLC, except as necessary in the ordinary course of LLC’sbusiness, or disclose the Confidential Information of LLC to any third partyand (ii) inform all of its employees to whom the Confidential Informationof LLC is entrusted or exposed of the requirements of this Section and of theirobligations relating thereto.

### **(c)          **Regal’sConfidential Information. Confidential Information of Regal shall not be supplied by LLC or itsSubsidiaries to any Person who is not an employee of LLC, including anyemployee of a Member or of LLC’s manager who is not an employee of LLC.  

50

----

### Notwithstanding the foregoing, Regal Confidential Information may bedisclosed to authorized third-party contractors of LLC if LLC determines thatsuch disclosure is reasonably necessary to further the business of LLC, and ifsuch contractor executes a non-disclosure agreement preventing such contractorfrom disclosing Regal’s Confidential Information for the benefit of eachprovider of Regal’s Confidential Information in a form reasonably acceptable tothe Founding Members.  Regal’sConfidential Information disclosed to LLC shall not be shared with any otherMember without Regal’s written consent.

## **Section 14.02       InjunctiveRelief.**  Itis understood and agreed that each Party’s remedies at law for a breach of thisArticle 14, as well as Section 12.07, will be inadequate and thateach Party shall, in the event of any such breach or the threat of such breach,be entitled to equitable relief (including without limitation provisional andpermanent injunctive relief and specific performance) from a court of competentjurisdiction.  The Parties shall beentitled to the relief described in this Section 14.02 without therequirement of posting a bond.  Nothingstated herein shall limit any other remedies provided under this Agreement oravailable to the Parties at law.

# **ARTICLE15****MISCELLANEOUS**

## **Section 15.01       Notices.**  All notices, consents, and other communicationsbetween the Parties under or regarding this Agreement shall be in writing andshall be sent to the recipient’s address set forth in this section by handdelivery, nationally respected overnight carrier, or certified mail, returnreceipt requested.  Such communicationsshall be deemed to have been received on the date actually received.

|        | LLC:            | National CineMedia, LLC                     |
|--------|-----------------|---------------------------------------------|
|   |            | 9110 East Nichols Ave., Suite 200 |
|   |            | Centennial, CO 80112                        |
|   |            | Attention:                                  | Chief Executive Officer |
|   |            |                                        |
|   | with a copy to: | National CineMedia, LLC                     |   |
|   |            | 9110 East Nichols Ave., Suite 200 |   |
|   |            | Centennial, CO 80112                        |
|   |            | Attention:                                  | General Counsel |
|   |            |                                        |
|   | Regal:          | Regal Cinemas, Inc.                         |   |
|   |            | 7132 Regal Lane                             |   |
|   |            | Knoxville, TN 37918                         |
|   |            | Attention:                                  | General Counsel |
|   |            |                                        |
|   | with a copy to: | Hogan & Hartson L.L.P.                  |   |
|   |            | 1200 Seventeenth Street, Suite 1500         |   |
|   |            | Denver, CO 80202                            |
|   |            | Attention:                                  | Christopher J. Walsh |
|        |                 |                                             |  |  |  |  |

 

51

----

Either Party maychange its address for notices by giving written notice of the new address tothe other Party in accordance with this section, but any element of such Party’saddress that is not newly provided in such notice shall be deemed not to havechanged.

## **Section 15.02       Waiver;Remedies.** The waiver or failure of either Party to exercise in any respect any rightprovided hereunder shall not be deemed a waiver of such right in the future ora waiver of any other rights established under this Agreement.  All remedies available to either Party heretofor breach of this Agreement are cumulative and may be exercised concurrentlyor separately, and the exercise of any one remedy shall not be deemed anelection of such remedy to the exclusion of other remedies.

## **Section 15.03       Severability.**  Should any term or provision of thisAgreement be held to any extent unenforceable, invalid, or prohibited underlaw, then such provision shall be deemed restated to reflect the originalintention of the Parties as nearly as possible in accordance with applicablelaw and the remainder of this Agreement. The application of any term or provision restated pursuant hereto toPersons, property, or circumstances other than those as to which it is invalid,unenforceable, or prohibited, shall not be affected thereby, and each otherterm and provision of this Agreement shall be valid and enforceable to thefullest extent permitted by law.

## **Section 15.04       Integration;Headings.** The Parties hereto agree that the Amended and Restated ExhibitorServices Agreement dated as of July 15, 2005 is hereby terminated (exceptas otherwise provided in the and the Letter Agreement dated of even dateherewith by and among LLC, AMC, Cinemark and Regal (the “ESA Payment Letter”),and that this Agreement and the exhibits hereto (each of which is made a parthereof and incorporated herein by this reference) and the ESA Payment Letterconstitute the complete and exclusive statement of the agreement between theParties with respect to the subject matter of this Agreement, and supersede anyand all other prior or contemporaneous oral or written communications, proposals,representations, and agreements, express or implied.  This Agreement may be amended only by mutualagreement expressed in writing and signed by both Parties, except as otherwiseprovided in Section 12.06.  Headingsused in this Agreement are for reference only and shall not affect theinterpretation of this Agreement.

## **Section 15.05       Construction.**  The Parties hereto have participated jointlyin the negotiation and drafting of this Agreement.  In the event an ambiguity or question ofintent or interpretation arises, this Agreement shall be construed as ifdrafted jointly by the Parties and no presumption or burden of proof shallarise favoring or disfavoring any Party by virtue of the authorship of any ofthe provisions of this Agreement. Whenever required by the context, any pronoun used in this Agreementshall include the corresponding masculine, feminine or neuter forms, and thesingular forms of nouns, pronouns, and verbs shall include the plural and viceversa.  Reference to any agreement,document, or instrument means such agreement, document, or instrument asamended or otherwise modified from time to time in accordance with the termsthereof, and if applicable.  The use ofthe words “include” or “including” in this Agreement shall be by way of examplerather than by limitation.  The use ofthe words “or,” “either” or “any” shall not be exclusive.

## **Section 15.06       Non-Recourse.**  Notwithstanding anything contained in thisAgreement to the contrary, it is expressly understood and agreed by the Partieshereto that each and every

52

----

## representation, warranty, covenant, undertaking and agreement made inthis Agreement was not made or intended to be made as a personalrepresentation, undertaking, warranty, covenant, or agreement on the part ofany individual or of any partner, stockholder, member or other equity holder ofeither Party hereto, and any recourse, whether in common law, in equity, bystatute or otherwise, against any such individual or entity is hereby foreverwaived and released.

## **Section 15.07       GoverningLaw; Submission to Jurisdiction.**

Subject to theprovisions of Section 14.02 and the Parties’ agreement that the UnitedNations Convention on Contracts for the International Sale of Goods shall notapply to this Agreement and is hereby disclaimed by the Parties:

### **(a)          **GoverningLaw.  This Agreement is to beconstrued in accordance with and governed by the internal laws of the State ofDelaware without giving effect to any choice of law rule that would cause theapplication of the laws of any jurisdiction other than the internal laws of theState of Delaware to the rights and duties of the Parties.

### **(b)          **Jurisdiction.  Each Party hereto agrees that any legalaction or other legal proceeding relating to this Agreement or the enforcementof any provision of this Agreement shall be brought or otherwise commencedexclusively in any state or federal court located in Delaware or in New York,New York.  Subject to the precedingsentence, each Party hereto:

##### (i)            expressly and irrevocably consentsand submits to the jurisdiction of each state and federal court located in NewYork, New York (and each appellate court located in the State of New York) inconnection with any such legal proceeding, including to enforce any settlement,order or award;

##### (ii)           consents to service of process in anysuch proceeding in any manner permitted by the laws of the State of New York,and agrees that service of process by registered or certified mail, returnreceipt requested, at its address specified pursuant to Section 15.01 isreasonably calculated to give actual notice;

##### (iii)          agrees that each state and federalcourt located in New York, New York shall be deemed to be a convenient forum;

##### (iv)          waives and agrees not to assert (byway of motion, as a defense or otherwise), in any such legal proceedingcommenced in any state or federal court located in New York, New York, anyclaim that such Party is not subject personally to the jurisdiction of suchcourt, that such legal proceeding has been brought in an inconvenient forum,that the venue of such proceeding is improper or that this Agreement or thesubject matter hereof or thereof may not be enforced in or by such court; and

##### (v)           agrees to the entry of an order toenforce any resolution, settlement, order or award made pursuant to thisSection by the state and federal courts located in New York, New York and inconnection therewith hereby waives, and agrees not to assert by way of motion,as a defense, or otherwise, any claim that such resolution, settlement, orderor award is inconsistent with or violative of the laws or public policy of thelaws of the State of New York or any other jurisdiction.

53

----

### **(c)          **Costsand Expenses.  In the event of anyaction or other proceeding relating to this Agreement or the enforcement of anyprovision of this Agreement, the prevailing party (as determined by the court)shall be entitled to payment by the non-prevailing party of all costs andexpenses (including reasonable attorneys’ fees) incurred by the prevailingparty, including any costs and expenses incurred in connection with anychallenge to the jurisdiction or the convenience or propriety of venue ofproceedings before any state or federal court located in New York, New York.

## **Section 15.08       Assignment.**  Neither Party may assign or transfer, byoperation of law or otherwise, any of its rights or obligations under thisAgreement to any third party without the other Party’s prior writtenconsent.  Either Party may fulfill theirrespective obligations hereunder by using third-party vendors orsubcontractors; provided, however that such Party shall remain fully andprimarily responsible to ensure that such obligations are satisfied.  Regal acknowledges and agrees that in theevent of assignment or transfer by the sale of all or substantially all of itsassets, the failure to obtain (by operation of law or otherwise) an agreementin writing by assignee/transferee to be bound by the terms of this Agreement tothe same extent as if such assignee/transferee were a party hereto (an “Assignmentand Assumption”) of its interest in this Agreement in respect of such assets aspart of the sale shall constitute a material breach of this Agreement.  Notwithstanding the foregoing, this Agreementshall not be assignable by either Party unless the assignee enters into anAssignment and Assumption.  A PermittedTransfer shall not be deemed an assignment or transfer for purposes of thisAgreement; provided, however, any Permitted Transfer by assignment to anAffiliate of Regal shall be (i) conditioned upon (A) the transfereeentering into an Assignment and Assumption, (B) Regal agreeing in writingto remain bound by the obligations under this Agreement, and(ii) effective only so long as the Affiliate remains an Affiliate oftransferee.  Any attempted assignment inviolation of this section shall be void.

## **Section 15.09       ForceMajeure.** Any delay in the performance of any duties or obligations of eitherParty (except the payment of money owed) will not be considered a breach ofthis Agreement if such delay is caused by a labor dispute, shortage ofmaterials, fire, earthquake, flood, or any other event beyond the control ofsuch Party, provided that such Party uses commercially reasonableefforts, under the circumstances, to notify the other Party of thecircumstances causing the delay and to resume performance as soon as possible.

## **Section 15.10       ThirdParty Beneficiary.** The Parties hereto do not intend, nor shall any clause be interpreted,to create under this Agreement any obligations or benefits to, or rights in,any third party from either LLC or Regal. Neither Party hereto is granted any right or authority to assume orcreate any obligation or responsibility, express or implied, on behalf of, orin the name of, the other Party, or to bind the other Party in any matter orthing whatever.  No Affiliate of eitherParty shall have any liability or obligation pursuant to this Agreement.  Each Party shall be solely responsible, andeach Party agrees to look solely to the other, for the satisfaction of such otherParty’s obligations under this Agreement.

## **Section 15.11       Export.**

### **(a)          **LLC’sSoftware and Confidential Information. Regal acknowledges and agrees: (i) that the Software and the Confidential Information of LLC aresubject to the export

54

----

### controls of the United States, and (ii) that Regal has no rightto, and further agrees that it will not, export or otherwise transfer or permitthe transfer of any Software or Confidential Information of LLC outside theTerritory.  Regal will defend, indemnify,and hold harmless LLC from and against all fines, penalties, liabilities,damages, costs, and expenses incurred by LLC as a result of any failure tocomply with the preceding sentence.

### **(b)          **Regal’sConfidential Information.  LLCacknowledges and agrees:  (i) thatthe Confidential Information of Regal is subject to the export controls of theUnited States, and (ii) that LLC has no right to, and further agrees thatit will not, export or otherwise transfer or permit the transfer of anyConfidential Information of Regal outside the Territory.  LLC will defend, indemnify, and hold harmlessRegal from and against all fines, penalties, liabilities, damages, costs, andexpenses incurred by Regal as a result of any failure to comply with thepreceding sentence.

## **Section 15.12       IndependentContractors.** The Parties’ relationship to each other is that of an independentcontractor, and neither Party is an agent or partner of the other.  Neither Party will represent to any thirdparty that it has, any authority to act on behalf of the other.

## **Section 15.13       Counterparts.**  This Agreement may be executed in any numberof separate counterparts each of which when executed and delivered to the otherParty hereto shall be an original as against the Party whose signature appearsthereon, but all such counterparts shall together constitute one and the sameinstrument.

**[**SignaturePage to Follow**]**

55

----

IN WITNESS WHEREOF, the Parties have executed thisAgreement as of the day and year first above written.
|        | **REGAL CINEMAS, INC.** | ** **              |
|--------|-------------------------|-------------------------|
|   |                    |
|   |                    |
|   | By:                     | /s/ Michael L. Campbell |   |
|   | Name:                   | Michael L. Campbell     |
|   | Title:                  | Chief Executive Officer |
|        |                         |                         |  |  |  |

 
|            | **NATIONAL CINEMEDIA, LLC** |
|------------|-----------------------------|
| ** ** | **By:**                     | **NATIONAL CINEMEDIA, INC.,**its Manager |
| ** ** |                        |
| ** ** |                        |
|       | By:                         | /s/ Gary W. Ferrera |   |
|       | Name:                       | Gary W. Ferrera |
|       | Title:                      | Executive Vice President and Chief Financial Officer |
|            |                             |  |  |  |  |

 

[Signature page toESA]

----

**EXHIBITATHE SERVICE**

# A.            “Advertising Services” consist of the following:

## 1.*             Lobby Promotions*.  “Lobby Promotions” means as follows:

All lobby promotions andother in-theatre promotional activities (excluding the Digital Content Service,the Digital Carousel, the Traditional Content Program and other on-screencontent, as described in 3 below), but specifically excluding thefollowing promotional activities (which Regal shall retain the right to performand have performed on its behalf):

### (i)                                     promotionalactivities arising under the Regal contracts identified in the SpecificationDocumentation;

### (ii)                                  (1) postercase advertising, digital poster case advertising, advertising on digitalanimated poster cases, ATM or ticket kiosk screens (or such items that may replacedigital poster cases, or ATM or ticket kiosk screens in the future) or othersubstantially similar display mechanisms and other lobby or in-theatrepromotions for (A) Theatre Advertising, (B) film festivals organized by Regal(unless such poster cases have been sold by LLC), (C) fundraising programsconducted by Regal for any non-profit organizations, (D) full-length theatricalproductions, and (E) other promotional material that may include some or all ofthe following types of content: isolated images or still scenes from featurefilms, full motion elements that are not a movie trailer, interactive elements,audio elements and motion sensors; provided, however, that nomovie trailers or content equivalent to movie trailers are displayed;

### (2) drink cup and popcorn bag/tubadvertising related to the Concessions, as necessary to fulfill contractualobligations of Regal with respect to promotion of such Concessions in theTheatres;

### (3) lobbyor in-theatre promotions and advertising for vendors of services provided tothe Theatres, provided such promotion is incidental to the vendor’s service,including by way of illustration and not limitation, (A) logos ofMovietickets.com and Fandango related to promotions for online ticketingservices, (B) credit card company logos displayed at the box office,automated box office, Concession stands, cafes, arcades, and lobby kiosks,(C) bank logos displayed at ATM’s, (D) phone company logos displayedat public telephones, and (E) logos of vendors who provide restroom soaps,toilet paper and lotions;

### (4) logos on digital menu boards at theConcession stand or digital 

A-1

----

### displays at the box office of manufacturersof such products;

### (5) advertising and/or signage pursuantto the IMAX agreement (if applicable); and

### (6) any trademark, service mark, logo orother branding of Regal (or its theatre-operating Affiliates), film studio(s),distributors and production companies;

### provided, however,that Regal shall not be permitted to exhibit or display any promotion describedin this paragraph A.1.(ii), if such promotion features any trademark, servicemark, logo or other branding of a party other than the film studio(s),distributors, production companies, Concession providers, or other servicevendors or providers responsible for the production or promotion, asapplicable, or of Regal (or its theatre-operating Affiliates), unless suchpromotion relates to a Strategic Program that complies with Section 4.07(b).

Popcorn bags, popcorntubs, cups and kids’ trays will be provided according to Regal’s template andpackaging requirements, subject to Regal’s providing reasonable notice ofchanges to any such requirements.  LLCmay obtain advertising for all of the surface area of all such items that isnot required (i) under the Beverage Agreement, (ii) as necessary to fulfillcontractual obligations of Regal with respect to Concessions, and (iii)incidental branding needs of Regal, subject to the terms contained in theBeverage Agreement.  Regal shall notamend or modify any contract to the extent such amendment or modification wouldbe inconsistent with the exclusive rights of LLC hereunder or have the effectof any extension of third party restrictions on surface area advertising onsuch popcorn bags, popcorn tubs, cups and kids’ trays, except as permittedunder Section 4.06(a) with respect to the Beverage Agreement or as permittedunder Section 4.07(a).

## 2.             *Event Sponsorships*

“Event Sponsorship” meansthe sale of advertising or sponsorships with respect to any event included inthe Digital Programming Services including any Event Trailers or MeetingServices.

## 3.             *Digital Content Service,Digital Carousel and Traditional Content Program*

The Digital ContentService (which includes the Pre-Feature Program, Policy Trailer, Event Trailerand the Video Display Program), the Digital Carousel and the TraditionalContent Program, and all other on-screen content which is exhibited in Theatreauditoriums prior to the feature film presentation, but specifically excludingTrailers.

A-2

----

# B.            Digital Programming Services

“Digital Programming Services” means the electronic distributionof digital programming entertainment content other than the Pre-FeatureProgram, the Digital Carousel and the Video Display Program (including, withoutlimitation, programming such as sports, music and comedy events) and theexhibition thereof in some or all of the Theatres.  “Digital Programming Services” shall notinclude (i) the distribution of feature films or Trailers or (ii) theelectronic distribution of digital feature film content (“Digital Films”) orTrailers; provided, however, that LLC may distribute DigitalFilms or Trailers across the Digital Content Network upon the prior writtenapproval of Regal.

# C.            Meeting Services

“Meeting Services” means uses of the Theatres other than DigitalProgramming Services which may or may not be dependent on the electronicdistribution of digital programming content, such as business meetings andeducational/training meetings.

“Meeting Services”includes three types of meetings

## 1.*             Meetings With a Movie*

## 2.*             Meetings Without aMovie*

## 3. *            Church WorshipServices*

Meeting Services shall not include events involving the exhibition ofonly a feature film without a meeting to an organized group, such as birthdayparties, group sales to schools or other private screenings, or internalmeetings or training of Regal employees.

A-3

----

**EXHIBITA-1**

**RegalINVENTORY FOR LOBBY PROMOTIONS**

The Inventory of LobbyPromotions for each Theatre to which LLC has “pre-approved” access is as listedbelow.  Per Flight (unless otherwisespecified below), LLC may provide each Theatre with any combination of LobbyPromotions as described below.
| Item                                                                                                                                       | ** ** | **Inventory per Flight**            | ** ** | **Quantity**   | ** ** | **Spec**                    |
|--------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------|------------|----------------|------------|-----------------------------|
|                                                                                                                                       |       |                                |       |           |       |                        |
| Box Office Handout                                                                                                                         |       | 2 programs per Theatre              |       | TBD            |       | 3”x5” 2-sided     |
| *(1 handout per transaction; not film specific)*                                                                                           |       |                                |       |           |
| * *                                                                                                                                   |       |                                |       |           |       |                        |
| Exit Sampling                                                                                                                              |       | 1 program per Theatre               |       | TBD            |       |                        |
|                                                                                                                                       |       |                                |       |           |       |                        |
| Poster Case                                                                                                                                |       | 1 program per Theatre               |       | varies (below) |       | 27”x40”           |
|                                                                                                                                            |       |                                |       | Live Area      |       | 24”x38”           |
| *(1-11 screens: 1 poster; 12 screens: 2 posters; 13-20 screens: 3  posters; 21+ screens: 4 posters)*                                       |
|                                                                                                                                       |       |                                |       |           |       |                        |
| Tabling/Demo                                                                                                                               |       | 1 program per Theatre               |       | 1 per client   |       | 4-6’ table             |
| *(No active “recruitment” of patrons)*                                                                                           |       |                                |       |           |       |                        |
| * *                                                                                                                                   |       |                                |       |           |       |                        |
| Vehicle/Motorcycle                                                                                                                         |       | 1 program per Theatre               |       | 1 per client   |       |                        |
| *(Displays limited to specific list of Theatres provided by Regal, and  updated from time to time after reasonable advance notice to LLC)* |
|                                                                                                                                       |       |                                |       |           |       |                        |
| Background Music                                                                                                                           |       | 1 program per Theatre               |       | N/A            |       | N/A                         |
|                                                                                                                                       |       |                                |       |           |       |                        |
| Counter Cards                                                                                                                              |       | 2 programs per Theatre              |       | 2-3 per client |       | 13”x16.5”x4” |
|                                                                                                                                       |       |                                |       |           |       |                        |
| Danglers                                                                                                                                   |       | 1 programs per Theatre per  quarter |       | 2-3 per client |       | 18”x24”           |
|                                                                                                                                       |       |                                |       |           |       |                        |
| Static Clings                                                                                                                              |       | 1 program per Theatre per  quarter  |       | 2-3 per client |       | 4”x6”             |
|                                                                                                                                       |       |                                |       |           |       |                        |
| Banners                                                                                                                                    |       | 1 program per Theatre per  quarter  |       | 1 per client   |       | 6’x4’             |

 

A-1-1

----

 
| Lobby Display                                                                                                                               |   | 2 programs per Theatre             |   | 1 per client |   | 4’x6’ |
|---------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------|--------|--------------|--------|-----------------|
| *(Displays  limited to specific list of Theatres provided by Regal, and updated from time  to time after reasonable advance notice to LLC)* |
|                                                                                                                                        |   |                               |   |         |   |            |
| Lobby Standee                                                                                                                               |   | 2 programs per Theatre             |   | 1 per client |   | 3’x5’ |
| *(Displays limited to specific list of Theatres provided by Regal, and  updated from time to time after reasonable advance notice to LLC)*  |
|                                                                                                                                        |   |                               |   |         |   |            |
| Floor Mats                                                                                                                                  |   | 1 program per Theatre per  quarter |   | 1 per client |   | 4”x6’ |

 

A-1-2

----

**EXHIBITB**

**A.  Creative Services (See Section 4.05(a))**

LLC will provide Regal with up to 1,000 hours per year associated withCreative Services in conjunction with the creation of certain elements of thePre-Feature Program (including the Policy Trailer, the Brand, and the BrandedSlots) and Video Display Program at no charge. Additional hours will be billed as set forth in item 2 below.  The Creative Services provided at no cost maynot include creation of Strategic Programs.

“Creative Services” include the provision of (i) concept work, ideacreation, scripting, treatments, storyboarding, timelines and animatics, (ii)execution, animation, production, post production, sound design, final encodingand the preparation of all deliverables, and (iii) project management,meetings, communications, sub contractor management and all administrativeactivity related to said creative services.

*1. Allocated 1,000 Hours Per Year*

All projects will be quoted on a GMH (GuaranteedMaximum Hours) basis by which the Parties will agree to the concept andexecution plan of the project.  Thisagreement may be based on treatments, scripts, storyboards, timelines oranimatics and will define the intended scope of all creative projects.  LLC will guarantee the total maximum hours allocatedto the project regardless of actual hours invested so long as the defined scopeis not increased.  Scope increases maycause LLC to allocate more hours to a project and therefore could causeoverruns in the project’s GMH, resulting in additional hours (and possiblyfees).  In all cases, any work resultingin overruns will be communicated to Regal by LLC prior to the work actuallybeing done.

There is no specific deliverable attached to theaccrual of hours, meaning that any project cancelled, put on hold, or for whichproduction may extend beyond the anniversary of the agreement, will still havehours accrued against it that were incurred in that corresponding year.  At the end of each calendar year, the balanceof hours will be zeroed out.  Unused hourswill not carry forward.  LLC shallprovide a quarterly status report to Regal of all hours spent on any particularproject as well as the amount of hours spent on an aggregate basis for allprojects in any given calendar year.

*2. Additional Work*

Upon the utilization of 1,000 hours of CreativeServices provided by LLC to Regal on any combination of projects within onecalendar year, LLC will begin charging exhibitor $[***] per hour for alladditional hours, subject to the CPI Adjustment.  These charges will be consistent for allCreative Services provided across all creative groups within LLC.

**B.  Beverage Agreement Advertising Rate (SeeSection 4.06(a))**

The initial Beverage Agreement Advertising Rate is $[***] per thousandattendees in Regal Attendance for a 30-second advertisement.  The Beverage Agreement Advertising Rate 

B-1

----

shall (i) increase8% per year for each of the first two fiscal years beginning at the end of LLC’s2007 fiscal year; (ii) beginning at the end of the period set forth in (i)above, increase 6% per year for each of the next two fiscal years; and (iii)beginning at the end of the period set forth in (ii) above, increase in anamount equal to the annual percentage increase in the advertising rates perthousand attendees charged by LLC to unaffiliated third parties (excluding theadvertising associated with the Beverage Agreement) for on-screen advertisingin the Pre-Feature Program during the last six minutes preceding the start ofthe feature film for each fiscal year for the remainder of the Term, but in noevent more than the highest advertising rate per thousand attendees beingthen-charged by LLC.

The rate for a longer or shorter advertisement shall be adjusted basedon a multiple or percentage of the 30-second rate.  For illustrative purposes, the initialBeverage Agreement Advertising Rate for 90 seconds of advertising as of theEffective Date would be $[***].  TheBeverage Agreement Advertising Rate of $[***] agreed to by the Parties is a discountedrate due to the length of the Agreement and the initial commitment to purchase90 seconds of advertising.

**C. Digital Programming (See Article 6)**

*1. Revenue Share*

Regal will retain 15% of Net Ticket Revenue fortickets sold pursuant to Digital Programming Services and 100% of all Concessionsales.  “Net Ticket Revenue” means allticket revenue, net of taxes and refunds, excluding “Comp Passes” distributedfor marketing purposes, which shall not exceed 25 per Theatre.  If Comp Passes exceed 25 per Theatre, LLCshall reimburse Regal Net Ticket Revenue for such Comp Passes exceeding 25 perTheatre.

LLC shall distribute to the participating FoundingMembers a total of 15% of net revenue received in the form of cash or non-cashconsideration pursuant to any Event Sponsorship or other promotional fee for aDigital Programming event.  A percentageof the 15% Founding Members’ share of revenue for such Event Sponsorship orother promotional fee shall be allocated to Regal based upon the number oftickets sold (excluding Comp Passes) at Theatres for the Digital Programmingevent divided by the number of total tickets sold at all theatres ofparticipating Founding Members (excluding Comp Passes) for the DigitalProgramming Services event.

*2. Availability*

LLC is pre-approved to schedule Digital Programming ina minimum of one auditorium in any Digitized Theatre that (i) has the requisitetechnology to exhibit the specific Digital Programming event and (ii) has morethan 12 auditoriums.  It is understoodthat live events will require additional equipment over the minimum equipmentrequired in a Digitized Theatre. Installation of such additional equipment shall be made by Regal at itsdiscretion.  For the event to be pre-approved,LLC must provide 10 days’ notice of the Digital Programming event to Regal andthe Digital Programming event must be during any Monday through Thursday nightduring non-Digital Event Peak Season.

B-2

----

“Digital Event Peak Season” shall mean: (i) MartinLuther King weekend, (ii) Presidents’ Day weekend, (iii) Thursdaythrough Easter weekend, (iv) Memorial Day weekend, (v) the Wednesdayprior to the Fourth of July weekend through the Wednesday after the Fourth ofJuly weekend, (vi) Labor Day weekend, (vii) Thanksgiving week, and(viii) one week prior to Christmas through the week after New Year’s.  For purposes of this definition, weekendmeans Friday through Monday and week means Monday through Sunday.

LLC may exhibit Digital Programming Services in timeperiods other than those listed above only with approval from Regal, whichapproval may be (i) granted as additional categories of pre-approved DigitalProgramming Services or (ii) granted on a case-by-case basis.  LLC’s notification of pre-approved DigitalProgramming events or requests for approval on a case-by-case basis will be submittedby a standard request form.  Regal shallrespond regarding whether it will accept a proposed Digital Programming eventwithin three (3) business days of being presented with such proposal.  Additionally, LLC may not exhibit any DigitalProgramming event related to the release of a feature film (i) directly on DVD(or a subsequently developed system for viewing films at home) or to handheldor mobile devices, or (ii) on DVD (or subsequently developed system for viewingfilms at home), pay-per-view, cable, satellite or network television, orthrough other electronic means within 120 days after the release date of suchfeature film in Theatres, except in each case as otherwise agreed to by Regal.

If a Digital Programming Services presentation hassold more than 75% of the seats at the Theatre made available, at leasttwenty-fours (24) hours prior to such event, Regal will make commerciallyreasonable efforts to make available an additional or larger auditorium forsuch presentation.

*3. Sales Reporting*

Regal and all Theatres presenting a DigitalProgramming event shall report to LLC the ticket sales, passes, and refundsupon LLC’s request, provided, that Regal shall have no obligation to providesuch updates more frequently than they are available internally in accordancewith its ordinary business practices.

*4. In-Theatre Retail Opportunities*

Any retail and merchandising opportunities and relatedrevenue and cost sharing related to Digital Programming Services may be agreedbetween LLC and Regal on an event-by-event basis.

*5. Marketing and Promotion*

Theatres hosting a Digital Programming event and otherTheatres in the designated marketing area (DMA) shall allow LLC to play anEvent Trailer for a maximum of four (4) weeks prior to the Digital Programmingevent, consistent with the provisions of Section 6.03.  Such Event Trailer will start afterShowtime.  Every Event Trailer willindicate the date and location of the event. LLC may also use any other marketing and advertising Inventory itcontrols as set forth on Exhibit A-1 to market the Digital Programmingevent.  All other 

B-3

----

marketing initiatives that utilize databases, websites or other “marketingassets” controlled by Regal will be agreed between LLC and Regal.

All Event Trailers and other marketing and promotionalactivities relating to any Digital Programming event and displayed in anyTheatre must (i) have received, or be such that, had it been rated, it wouldhave received an MPAA rating of “G” or “PG” to be played prior to a featurefilm with a “G,” “PG,” or “PG-13” rating, (ii) have received, or be such that,had it been rated, it would have received an MPAA rating of “G,” “PG,” “PG-13”or “R” to be played prior to a feature film with an “R” rating, and (iii) bepre-approved by Regal prior to use, which approval shall not be unreasonablywithheld or delayed.

**D.  Meeting Services (See Article 6)**

*1. Revenue Share*

Payments between LLC and Regal related to MeetingServices shall be determined as set forth in Exhibit B-1.

*2.  Availability*

The provisions in Exhibit B-1 identify theavailability of Theatres for Meeting Services on a pre-approved basis.  Meeting Services may be provided at suchother times and under such other terms as may be agreed by Regal and LLC.

*3.  General Requirements*

Regal must provide approval or decline a MeetingServices event that is not pre-approved within three (3) business days ofreceiving notice of such event.

Regal and LLC will develop a mutually acceptableprocess for billing and collecting ticket and Concession sales.

The aggregate of fees other than movie admission andConcessions, including fees such as rental fees, fees for concierge servicesand catering fees, charged for a Meeting with a Movie must be the greater of$[***] per hour or $[***] per regular show time replaced by theevent (annually adjusted based on increases in LLC’s auditorium rental rates),calculated with respect to the time used by LLC for the meeting in excess ofthe running time of the film.

**E.  EventServices Administrative Fee (See Section 6.07)**

The Administrative Fee charged for Digital Programming events shallcover all post-production services (including ingesting, editing andencryption) performed by LLC and delivery of content to Theatre(s) through theDigital Content Network.  If LLC establishesan additional digital network, pricing related to services provided for suchnetwork will be developed separately.

B-4

----

The Administrative Fee shall initially be $[***] per location delivered (subjectto the CPI Adjustment), with a minimum of $[***] (subject to the CPI Adjustment), which includes a $[***] bandwidth surcharge.

The Administrative Fee shall not be charged for production or deliveryby LLC of the Event Trailer.  Any feesand charges relating to delivery by LLC to Regal of Digital Films or Trailersnot produced by LLC will be negotiated by Regal and LLC at a later date.

Encoding (should it be required) will be charged separately at the rateof $125 per hour (subject to the CPI Adjustment).

B-5

----

 

**Exhibit B-1**

 
| Approved Events                                                                                                                                                             | ** ** | **Revenue Share**                                                                                                                    |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------|
| **Regal grants pre-approval for Meetings With or Without a Movie that  satisfy the criteria below:**                                                                        | ** ** | **Meeting Without a Movie**                                                                                                          |
|                                                                                                                                                                             | ** ** | ** **                                                                                                                           |
| **(includes tent pole films)**                                                                                                                                              | ** ** | ** **                                                                                                                           |
| Start and end times fall  between Mon - Thurs (6am - 6pm)                                                                                                                   |       | LLC shall pay Exhibitor 15% of rental revenue                                                                                        |
| Meeting occurs in Theatres  more than 12 auditoriums                                                                                                                        |       |                                                                                                                                 |
| Tickets for all auditorium  seats are sold at adult rate if movie is to be shown                                                                                            |       |                                                                                                                                 |
| Film is available at the  relevant theatre, utilizing 2nd, 3rd, 4th print of a movie (if movie is to be  shown), and has received Exhibitor’s film department approval | ** ** | ** **                                                                                                                           |
|                                                                                                                                                                        |       |                                                                                                                                 |
|                                                                                                                                                                             |       | **Meeting with a Movie:**                                                                                                            |
|                                                                                                                                                                             |       |                                                                                                                                 |
|                                                                                                                                                                             |       | LLC shall sell 100% of the seats in the auditorium  at the full adult ticket price (unless otherwise approved by Regal in  advance). |
| **Church Worship Services**Approval required                                                                                                                                |       | Regal shall retain 100% of all admissions and  concessions revenue; LLC shall retain 100% of meeting revenue.                        |
|                                                                                                                                                                        |       |                                                                                                                                 |
| **Exceptions that require approval:**                                                                                                                                       | ** ** | **Church Worship Services**                                                                                                          |
| 1) Requires more than 1  Auditorium per request/group                                                                                                                       |       |                                                                                                                                 |
| 2) Booked in Peak Season**                                                                                                                                                  |       | LLC shall pay Regal 50% of rental revenue                                                                                            |
| 3) Events requested less  than 10 business days from the date of event                                                                                                      |       |                                                                                                                                 |
| 4) Events in Theatres  identified in the Specification Documentation                                                                                                        |       |                                                                                                                                 |

 

B-1-1

----

----

| ****** | ** ** | **Peak Season:** |
|--------|------------|------------------|

1) Martin Luther King weekend

2) Presidents’ Day weekend

3) Easter weekend—Thurs -> Sun

4) Memorial Day weekend

5) Week of the 4th of July

6) Labor Day weekend

7) Thanksgiving week

8)Week prior to Christmas through the week after New Year’s

B-1-2

----

**Schedule1Calculation of Exhibitor Allocation, Theatre Access Fee and Run-Out Obligations**

**A. Definitions**

Within the context ofthis Schedule 1, the following terms shall have the following meanings:

**“4.03 Participating Attendance”**means the sum of Regal Attendance, Cinemark Attendance and AMC Attendance,calculated only with respect to Theatres, Cinemark Theatres and AMC Theatresthat display an advertising campaign that Regal has not displayed in at leastsome Theatres pursuant to Section 4.03(viii) or (ix) of this Agreement orbecause of lack of equipment to display the Video Display Program.

**“4.03 Theatre Access Fee”**meansthe product of (i) the difference between (A) Regal 4.03 Opt-In Revenue minus(B) Regal Opt-Out Revenue, multiplied by (ii) the Theatre Access PoolPercentage.  It is possible that the 4.03Theatre Access Fee could be a negative number.

**“Advertising-Related EBITDA”**means, for the applicable measurement period, LLC EBITDA, less the sum ofMeeting Services EBITDA, Digital Programming EBITDA and Non-Service EBITDA.

**“Aggregate 4.03 Opt-In Attendance”**means, with respect to any advertising campaign that is displayed by some butnot all Founding Members pursuant to Section 4.03(i), (iii), (iv), (v) or (vi),the sum of attendance for each of the Founding Members that participate in suchadvertising campaign, with such attendance calculated for the applicable fiscalmonth pursuant to the definition of Regal Attendance, Cinemark Attendance andAMC Attendance, as applicable.

**“Aggregate 4.03 Opt-In Revenue”**means the sum of all 4.03 Revenue for each advertising campaign that anyFounding Member opted not to display pursuant to Section 4.03(i), (iii), (iv),(v) or (vi) during the applicable measurement period.

**“Aggregate Theatre Access Fee”**means the sum of the Theatre Access Fee and the comparable theatre access feepayments made to Cinemark and AMC for the applicable period.

**“AggregateTheatre Access Pool”** means the sum of the Regal TheatreAccess Pool plus the comparable calculations for Cinemark and AMC.

**“AMCAttendance”** means the total number of patrons in all AMCTheatre auditoriums (excluding auditoriums that do not run the applicableadvertising due to human or technical error within AMC’s control, AMC’s failureto allow LLC to upgrade the Software or Equipment, AMC’s failure to installEquipment pursuant to its obligations under Section 3.04 of its ExhibitorServices Agreement or, after notice and opportunity to cure as set forth inSection 3.08(b) of its Exhibitor Services Agreement, as the result of AMC’sfailure to repair or replace any AMC Equipment or AMC’s (or its Affiliates’)software installed at any Theatre, if such obligation to repair or replace isundertaken by AMC pursuant to Section 3.08(b) of its Exhibitor ServicesAgreement and excluding auditoriums with IMAX Screens that do not exhibitInventory), during the applicable measurement period.

1

----

**“AMCEquipment”** means the Equipment owned by AMC, pursuant to theAMC Exhibitor Agreement.

**“AMCScreen Count”** means the Screen Number with respect to all AMCTheatre screens for the applicable measurement period.

**“AMCTheatre Access Pool”** means the AMC Theatre Access Pool,calculated pursuant to the AMC Exhibitor Agreement.

**“AttendanceFactor”** means, as of the Effective Date, [***]% (which represents thepercentage calculated for the fourth fiscal quarter of 2006 using the formulain the following sentence).  Effective asof the first day of each succeeding fiscal quarter of LLC beginning with thesecond fiscal quarter of 2007, the Attendance Factor shall adjust and be apercentage equal to (i) the total revenue payable to LLC for the immediatelypreceding fiscal quarter attributable to advertising exhibited in the Theatres,Cinemark Theatres and AMC Theatres with respect to advertising contracts forwhich the pricing is based on attendance, flat fee or other than number ofscreens, divided by (ii) the total revenue payable to LLC for the immediatelypreceding fiscal quarter attributable to all advertising exhibited by LLC inthe Theatres, Cinemark Theatres and AMC Theatres.

**“Beverage Agreement Revenue”**means the aggregate revenue received by LLC related to the Beverage Agreementand Cinemark’s and AMC’s beverage agreements for the applicable measurementperiod.

**“CinemarkAttendance”** means the total number of patrons in all CinemarkTheatre auditoriums (excluding auditoriums that do not run the applicableadvertising due to human or technical error within Cinemark’s control, Cinemark’sfailure to allow LLC to upgrade the Software or Equipment, Cinemark’s failureto install Equipment pursuant to its obligations under Section 3.04 of itsExhibitor Services Agreement or, after notice and opportunity to cure as setforth in Section 3.08(b) of its Exhibitor Services Agreement, as the result ofCinemark’s failure to repair or replace any Cinemark Equipment or Cinemark’s(or its Affiliates’) software installed at any Theatre, if such obligation torepair or replace is undertaken by Cinemark pursuant to Section 3.08(b) of itsExhibitor Services Agreement and excluding auditoriums with IMAX Screens thatdo not exhibit Inventory), during the applicable measurement period.

**“CinemarkEquipment”** means the Equipment owned by Cinemark, pursuant tothe Cinemark Exhibitor Agreement.

**“CinemarkScreen****Count”** means the Screen Number withrespect to all Cinemark Theatre****screens forthe applicable measurement period.

**“CinemarkTheatre Access Pool”** means the Cinemark Theatre Access Pool,calculated pursuant to the Cinemark Exhibitor Agreement.

2

----

**“Digital Programming EBITDA”**means,for the applicable measurement period, the portion of LLC EBITDA attributableto the Digital Programming Services business line, as reasonably determined byLLC based upon the revenues for Digital Programming Services and an estimatedallocation of expenses for such period.

**“Digital Screen Number”**means the total number of Digital Screens for the applicable measurementperiod, calculated as the average between the number of Digital Screens on thelast day of the preceding measurement period and the last day of the applicablemeasurement period.

**“Encumbered Exhibitor Allocation”**means [***].

**“Encumbered Service Revenue”**means[***].

**“Exclusivity EBITDA”**means [***].

**“Exclusivity Percentage”**means [***].

**“Exclusivity Run-Out Payment”**means, for the applicable fiscal quarter [***].

**“ExhibitorAllocation”** means the sum of (i) the product of the ScreenFactor and the Regal Screen Ratio, and (ii) the product of the AttendanceFactor and the Regal Attendance Ratio.

**“Gross Advertising EBITDA”**means Advertising-Related EBITDA less any Beverage Agreement Revenue.

**“LLC EBITDA”**means the aggregate EBITDA of LLC for the applicable measurement period,excluding any Exclusivity Run-Out Payments paid pursuant to this Agreement****or any Exhibitor Services Agreement.

**“Meeting Services EBITDA”**means,for the applicable measurement period, the portion of LLC EBITDA attributableto the Meeting Services business line, as reasonably determined by LLC basedupon the revenues for Meeting Services and an estimated allocation of expensesfor such period.

**“Non-Encumbered ExhibitorAllocation”** means [***].

**“Non-Service EBITDA”**means, for the applicable measurement period, the portion of LLC EBITDAattributable to a business line other than Advertising Services, MeetingServices or Digital Programming Services. For the avoidance of doubt, Non-Service EBITDA shall not includeExclusivity Run-Out Payments pursuant to this Agreement or any other ExhibitorServices Agreement.

**“Regal 4.03 Opt-In Revenue”**means Regal’s proportional share of the 4.03 Revenue resulting from advertisingsubject to Section 4.03(i), (iii), (iv), (v) or (vi) that was declined byCinemark or AMC but that Regal exhibited in the fiscal month during which LLCprovides the Advertising Services.  Regal4.03 Opt-In Revenue shall be calculated by aggregating, for the applicablefiscal month, the amount equal to the product of (i) the 4.03 Revenue for eachrelevant advertising 

3

----

campaign, multiplied by (ii) the following fraction(A) the numerator of which is Regal Attendance and (B) the denominator of whichis Aggregate 4.03 Opt-In Attendance.

**“Regal 4.03 Opt-Out Attendance”**means Regal Attendance calculated only with respect to Theatres that do notdisplay an advertising campaign pursuant to Section 4.03(viii) or (ix) of thisAgreement or because of lack of equipment to display the Video Display Program.

**“Regal 4.03 Opt-Out Revenue”**means the estimate of the proportional share of additional 4.03 Revenue thatwould have been available to LLC in the applicable fiscal month from an advertisingcampaign that was not displayed in all Theatres pursuant to Regal’s decisionunder Section 4.03(viii) or (ix) of this Agreement or lack of equipment todisplay the Video Display Program.  Regal4.03 Opt-Out Revenue shall be calculated by aggregating for the applicablefiscal month the amount equal to the product of (i) the 4.03 Revenue for eachrelevant advertising campaign, multiplied by (ii) the following fraction (A)the numerator of which is Regal 4.03 Opt-Out Attendance and (B) the denominatorof which is 4.03 Participating Attendance.

**“RegalAttendance”** means the total number of patrons in all Theatreauditoriums (excluding auditoriums that do not run the applicable advertisingdue to human or technical error within Regal’s control, Regal’s failure toallow LLC to upgrade the Software or Equipment, Regal’s failure to installEquipment pursuant to its obligations under Section 3.04 or, after notice andopportunity to cure as set forth in Section 3.08(b), as the result of Regal’sfailure to repair or replace any Regal Equipment or Regal’s (or its Affiliates’)software installed at any Theatre, if such obligation to repair or replace isundertaken by Regal pursuant to Section 3.08(b) and excluding auditoriums withIMAX Screens that do not exhibit Inventory), during the applicable measurementperiod.

**“RegalAttendance Ratio”** means the quotient of: (i) RegalAttendance, divided by (ii) the sum of (A) the Regal Attendance, (B) theCinemark Attendance and (C) the AMC Attendance.

**“Regal Digital Screen Count”**means the Digital Screen Number with respect to all Theatres for the applicablemeasurement period.

**“RegalScreen Count”** means the Screen Number with respect to allTheatres for the applicable measurement period.

**“RegalScreen Ratio”** meansthe quotient of: (i) Regal Screen Count, divided by (ii) the sum of (A)the Regal Screen Count, (B) the Cinemark Screen Count and (C) the AMC ScreenCount.

**“RegalTheatre Access Pool”** means the sum of (i) the Regal TheatreAccess Attendance Fee and (ii) the Regal Theatre Access Screen Fee.

**“Regal Theatre Access AttendanceFee”**means the product of (i) the Theatre Access Fee perPatron and (ii) Regal Attendance for the applicable fiscal month.

**“Regal Theatre Access Screen Fee”**means the product of (i) the Theatre Access Fee per DigitalScreen and (ii) the Regal Digital Screen Count, calculated as the averagebetween the 

4

----

number of Digital Screenson the last day of the preceding measurement period and the last day of theapplicable measurement period.

**“ScreenFactor”** means the percentage resulting from 1 minus theAttendance Factor.

**“ScreenNumber”** means, with respect to any measurement period, thesum of the total number of screens in the applicable theatres on each day ofthe applicable measurement period, all divided by the number of days in theapplicable measurement period, provided that a screen shall not becounted for purposes of this calculation if such screen is inaccessible toexhibit Inventory for the majority of the planned exhibitions for anyparticular day (i) with respect to the Theatres: due to human or technicalerror within Regal’s or its Affiliates’ control, Regal’s failure to allow LLCto upgrade the Software or Equipment (subject to Section 3.05), Regal’s failureto install Equipment pursuant to its obligations under Section 3.04 or, afternotice and opportunity to cure as set forth in Section 3.08(b), as the resultof Regal’s failure to repair or replace any Regal Equipment or Regal’s (or itsAffiliates’) software installed at any Theatre, if such obligation to repair orreplace is undertaken by Regal pursuant to Section 3.08(b)), (ii) withrespect to the Cinemark Theatres: due to human or technical error withinCinemark’s or its Affiliates’ control, Cinemark’s failure to allow LLC toupgrade the Software or Equipment (subject to Section 3.05 of its ExhibitorServices Agreement), Cinemark’s failure to install Equipment pursuant to itsobligations under Section 3.04 of its Exhibitor Services Agreement or, afternotice and opportunity to cure as set forth in Section 3.08(b), as the resultof Cinemark’s failure to repair or replace any Cinemark Equipment or Cinemark’s(or its Affiliates’) software installed at any Theatre, if such obligation torepair or replace is undertaken by Cinemark pursuant to Section 3.08(b) of itsExhibitor Services Agreement), (iii) with respect to the AMC Theatres: due tohuman or technical error within AMC’s or its Affiliates’ control, AMC’s failureto allow LLC to upgrade the Software or Equipment (subject to Section 3.05 of itsExhibitor Services Agreement), AMC’s failure to install Equipment pursuant toits obligations under Section 3.04 of its Exhibitor Services Agreement or,after notice and opportunity to cure as set forth in Section 3.08(b), as theresult of AMC’s failure to repair or replace any AMC Equipment or AMC’s (or itsAffiliates’) software installed at any Theatre, if such obligation to repair orreplace is undertaken by AMC pursuant to Section 3.08(b) of its ExhibitorServices Agreement), or (iv) if such screen is an IMAX Screen that does notexhibit Inventory.

**“Supplemental Theatre Access Fee”**means an annual payment from LLC to Regal to supplement the amount of theTheatre Access Fee, payable only if the Aggregate Theatre Access Fee is lessthan twelve percent of Aggregate Advertising Revenue for the applicable fiscalyear.  The Supplemental Theatre AccessFee, if any, is equal to the product of (i) (A) twelve percent of AggregateAdvertising Revenue for the relevant fiscal year minus (B) the AggregateTheatre Access Fee for the relevant fiscal year, and (ii) the Regal AttendanceRatio for the relevant fiscal year.

**“Theatre Access Fee”**meansa monthly payment from LLC to Regal in consideration for Theatres’participation in Advertising Services, which shall be the sum of (i) the RegalTheatre Access Pool and (ii) the 4.03 Theatre Access Fee.

5

----

**“Theatre Access Fee per DigitalScreen”** means $66.67 per month per Digital Screen as of theEffective Date through the end of LLC’s 2007 fiscal year and shall increase 5%annually thereafter.

**“TheatreAccess Fee per Patron”**means a fee of $0.07 per Theatre patron as of the Effective Date and shallincrease 8% every five years, with the first such increase after the end of LLC’s2011 fiscal year.  Patrons are counted asset forth in the definition of Regal Attendance.

**“Theatre Access Pool Percentage”**means (i) the Aggregate Theatre Access Pool for the applicable fiscal month,divided by (ii) the difference between (A) Aggregate Advertising Revenue minus(B) Aggregate 4.03 Opt-In Revenue, for the applicable fiscal month.

In addition to theforegoing, the following terms have the meanings assigned in the Sections ofthis Agreement referred to in the table below:
| Term                           | ** ** | **Section** |
|--------------------------------|------------|-------------|
| 4.03 Revenue                   |       | 4.03        |
| Adverting Services             |       | Article 1   |
| Affiliate                      |       | Article 1   |
| Aggregate  Advertising Revenue |       | Article 1   |
| AMC Exhibitor  Agreement       |       | Article 1   |
| AMC Theatre                    |       | Article 1   |
| Beverage  Agreement            |       | Article 1   |
| Cinemark  Exhibitor Agreement  |       | Article 1   |
| Cinemark Theatre               |       | Article 1   |
| Digital Programming            |       | Article 1   |
| Digital  Programming Services  |       | Article 1   |
| Digital Screen                 |       | Article 1   |
| Digitized  Theatre             |       | Article 1   |
| EBITDA                         |       | Article 1   |
| Effective Date                 |       | Preamble    |
| Encumbered  Theatre            |       | 4.08        |
| Equipment                      |       | Article 1   |
| Founding Members               |       | Article 1   |
| IMAX Screens                   |       | 4.13(b)     |
| Inventory                      |       | Article 1   |
| LLC                            |       | Preamble    |
| Meeting Services               |       | Article 1   |
| Regal                          |       | Preamble    |
| Regal Equipment                |       | Article 1   |
| Software                       |       | Article 1   |
| Theatres                       |       | Article 1   |

 

6

----

**B.  Exhibitor Allocation**

Formula(1)

Exhibitor Allocation = (Screen Factor * Regal ScreenRatio) + (Attendance Factor * Regal Attendance Ratio); where:

(1)                                  ScreenFactor = 1 - Attendance Factor

(2)                                  RegalScreen Ratio = Regal Screen Count / (Regal Screen Count + Cinemark Screen Count+ AMC Screen Count)

(a)                                  ScreenCount (for each of Regal, Cinemark and AMC) = Screen Number for that exhibitorduring the applicable measurement period

(b)                                 ScreenNumber = Number of screens available in the exhibitor’s Theatres on each day ofthe applicable measurement period to exhibit Inventory / Total number of daysin the applicable measurement period

(3)                                  AttendanceFactor = Percentage of advertising revenue attributable to contracts withpricing based on any factor other than number of screens (e.g., pricing basedon attendance or flat fee) compared to total advertising revenue, as calculatedon the first day of each fiscal quarter

(4)                                  RegalAttendance Ratio = Regal Attendance / (Regal Attendance + Cinemark Attendance +AMC Attendance)

(a)                                  Attendance(for each of Regal, Cinemark and AMC) = Total number of patrons in all of theexhibitor’s Theatre auditoriums during the applicable measurement period

----

(1)  The meaningof each term used in this exhibitor allocation formula is qualified by theDefinitions section of this Schedule 1.

7

----

**C.  TheatreAccess Fee**

Formula(2) for MonthlyPayments of Theatre Access Fee and Annual Payments of Supplemental TheatreAccess Fee

Theatre Access Fee = Regal Theatre Access Pool + 4.03Theatre Access Fee; where:

(1)                                  RegalTheatre Access Pool = Regal Theatre Access Attendance Fee + Regal TheatreAccess Screen Fee

(a)                                  RegalTheatre Access Attendance Fee = Theatre Access Fee per Patron * RegalAttendance

(i)                                     TheatreAccess Fee per Patron = $0.07 per patron (subject to an increase of 8% every five years, with the first suchincrease occurring after the end of LLC’s 2011 fiscal year)

(ii)                                  RegalAttendance = Number of patrons in all Theatre auditoriums that exhibit theadvertising

(b)                                 RegalTheatre Access Screen Fee = Theatre Access Fee per Digital Screen * RegalDigital Screen Count

(i)                                     TheatreAccess Fee per Digital Screen =$66.67 per Digital Screen (subject to a 5% annual increase, beginning after theend of LLC’s 2007 fiscal year)

(ii)                                  RegalDigital Screen Count = Number ofscreens in Digitized Theatres that exhibit advertising

(2)                                  4.03Theatre Access Fee = (Regal 4.03 Opt-In Revenue – Regal 4.03 Opt-Out Revenue) *Theatre Access Pool Percentage

(a)                                  Regal4.03 Opt-In Revenue = For each advertising campaign that is displayed by Regaland contains content not displayed by Cinemark or AMC pursuant to Section4.03(i), (iii), (iv), (v) or (vi) of this Agreement, the aggregate of theproducts obtained from the following calculation:

4.03 Revenue for thatadvertising campaign * (Regal Attendance / Aggregate 4.03 Opt-In Attendance)

(i)                                     RegalAttendance = See Section B of this Schedule

(ii)                                  Aggregate4.03 Opt-In Attendance = Sum of Regal Attendance, Cinemark Attendance and AMCAttendance, as applicable, for the Founding Members that displayed such 4.03content

(b)                                 RegalOpt-Out Revenue = For each advertising campaign that is not displayed in allTheatres pursuant to Regal’s decision under Section 4.03(viii) or (ix) of thisAgreement or lack of equipment to display the Video Display Program, theaggregate of the products obtained by the following calculation:

----

(2)  Themeaning of each term used in this Theatre Access Fee formula and SupplementalTheatre Access Fee formula is qualified by the definitions in Section A of thisSchedule 1.

8

----

4.03 Revenue for thatadvertising campaign * (Regal 4.03 Opt-Out Attendance / 4.03 ParticipatingAttendance)

(i)                                     Regal4.03 Opt-Out Attendance = Regal Attendance during the applicable fiscal monthat Theatres that did not display content pursuant to Section 4.03(viii) or (ix)of this Agreement or because of lack of equipment to display the Video DisplayProgram

(ii)                                  4.03Participating Attendance = Sum of Regal Attendance, Cinemark Attendance and AMCAttendance at Theatres, Cinemark Theatres and AMC Theatres that displayed suchcontent

(c)                                  TheatreAccess Pool Percentage = Aggregate Theatre Access Pool / (Aggregate AdvertisingRevenue – Aggregate 4.03 Opt-In Revenue)

(i)                                     AggregateTheatre Access Pool = Sum of Regal Theatre Access Pool + Cinemark TheatreAccess Pool + AMC Theatre Access Pool

(ii)                                  AggregateAdvertising Revenue = LLC’s revenue related to Advertising Services, exceptEvent Sponsorships, revenue related to relationships with third parties thatare not Founding Members and Advertising Services provided to Founding Membersoutside the provisions of this Agreement

(iii)                               Aggregate4.03 Opt-In Revenue = The aggregate of all 4.03 Revenue for each advertisingcampaign that any Founding Member opted not to display pursuant to Section4.03(i), (iii), (iv), (v) or (vi).

SupplementalTheatre Access Fee = If Aggregate Theatre Access Fee < (12% * AggregateAdvertising Revenue):

((12% * AggregateAdvertising Revenue) – Aggregate Theatre Access Fee)) * Regal Attendance Ratio;where:

(1)                                  AggregateTheatre Access Fee = Sum of Theatre Access Fee plus the comparable theatreaccess fee payments made to Cinemark and AMC for the same period

(2)                                  RegalAttendance Ratio = See Section B of this Schedule

9

----

**D.  Exclusivity Run-Out Payment**

Formula(3)for Quarterly Payments

ExclusivityRun-Out Payment = [***]

----

(3)  The meaningof each term used in this Exclusivity Run-Out Payment formula is qualified bythe definitions in Section A of this Schedule 1.

10

----