EXHIBIT 4.1

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

dated as of May 10, 2004

among

REGAL CINEMAS CORPORATION,
as Borrower,

VARIOUS LENDERS,

and

CREDIT SUISSE FIRST BOSTON,
acting through its Cayman Islands Branch,
as Sole Lead Arranger, Sole Book Runner
and Administrative Agent

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$1,750,000,000 Senior Secured Credit Facilities

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TABLE OF CONTENTS

|           |      |                                |                                                                      | Page
|---------- | ---- | ------------------------------ | -------------------------------------------------------------------- | ----
|SECTION 1. |      | DEFINITIONS AND INTERPRETATION |                                                                      | 2   
|           | 1.1  |                                | Definitions                                                          |     
|           | 1.2  |                                | Accounting Terms                                                     |     
|           | 1.3  |                                | Interpretation, Etc.                                                 |     
|           | 1.4  |                                | Relationship with Third Restated Credit Agreement                    |     
|           | 1.5  |                                | Confirmation/Ratification of Term Loans                              |     
|SECTION 2. |      | LOANS AND LETTERS OF CREDIT    |                                                                      | 28  
|           | 2.1  |                                | Term Loans                                                           |     
|           | 2.2  |                                | Revolving Loans                                                      |     
|           | 2.3  |                                | Swingline Loans                                                      |     
|           | 2.4  |                                | Issuance of Letters of Credit and Purchase of Participations Therein |     
|           | 2.5  |                                | Pro Rata Shares; Availability of Funds                               |     
|           | 2.6  |                                | Use of Proceeds                                                      |     
|           | 2.7  |                                | Evidence of Debt; Register; Lenders' Books and Records; Notes        |     
|           | 2.8  |                                | Interest on Loans                                                    |     
|           | 2.9  |                                | Conversion/Continuation                                              |     
|           | 2.10 |                                | Default Interest                                                     |     
|           | 2.11 |                                | Fees                                                                 |     
|           | 2.12 |                                | Scheduled Payments                                                   |     
|           | 2.13 |                                | Voluntary Prepayments/Commitment Reductions                          |     
|           | 2.14 |                                | Mandatory Prepayments                                                |     
|           | 2.15 |                                | Application of Prepayments/Reductions                                |     
|           | 2.16 |                                | General Provisions Regarding Payments                                |     
|           | 2.17 |                                | Ratable Sharing                                                      |     
|           | 2.18 |                                | Making or Maintaining Eurodollar Rate Loans                          |     
|           | 2.19 |                                | Increased Costs; Capital Adequacy                                    |     
|           | 2.20 |                                | Taxes; Withholding, Etc.                                             |     
|           | 2.21 |                                | Removal or Replacement of a Lender                                   |     
|SECTION 3. |      | CONDITIONS PRECEDENT           |                                                                      | 51  
|           | 3.1  |                                | Closing Date                                                         |     
|           | 3.2  |                                | Conditions to Each Credit Extension                                  |     
|SECTION 4. |      | REPRESENTATIONS AND WARRANTIES |                                                                      | 55  
|           | 4.1  |                                | Financial Condition                                                  |     
|           | 4.2  |                                | No Change                                                            |     
|           | 4.3  |                                | Corporate Existence and Compliance with Laws                         |     
|           | 4.4  |                                | Corporate Power; Authorization; Enforceable Obligations              |     
|           | 4.5  |                                | No Legal Bar                                                         |     
|           | 4.6  |                                | No Material Litigation                                               |     
|           | 4.7  |                                | No Default                                                           |     
|           | 4.8  |                                | Ownership of Property; Liens                                         |     
|           | 4.9  |                                | Intellectual Property                                                |     
|           | 4.10 |                                | Taxes                                                                |     
|           | 4.11 |                                | Federal Regulations                                                  |     
|           | 4.12 |                                | Labor Matters                                                        |     
|           | 4.13 |                                | ERISA                                                                |     
|           | 4.14 |                                | Investment Company Act; Other Regulations                            |     
|           |      |                                |                                                                      |     

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|           | 4.15 |                       | Subsidiaries                                                                                   |    | 59
|---------- | ---- | --------------------- | ---------------------------------------------------------------------------------------------- | -- | --
|           | 4.16 |                       | Use of Proceeds                                                                                |    | 59
|           | 4.17 |                       | Environmental Matters                                                                          |    | 59
|           | 4.18 |                       | Accuracy of Information, Etc.                                                                  |    | 60
|           | 4.19 |                       | Security Documents                                                                             |    | 60
|           | 4.20 |                       | Solvency                                                                                       |    | 61
|           | 4.21 |                       | Senior Indebtedness                                                                            |    | 61
|           | 4.22 |                       | Regulation H                                                                                   |    | 62
|           | 4.23 |                       | Insurance                                                                                      |    | 62
|           | 4.24 |                       | Real Estate                                                                                    |    | 62
|           | 4.25 |                       | Permits                                                                                        |    | 63
|           | 4.26 |                       | Leases                                                                                         |    | 64
|SECTION 5. |      | AFFIRMATIVE COVENANTS |                                                                                                | 65
|           | 5.1  |                       | Financial Statements and Other Reports                                                         |    | 65
|           | 5.2  |                       | Certificates and Other Information                                                             |    | 65
|           | 5.3  |                       | Payment of Obligations                                                                         |    | 66
|           | 5.4  |                       | Conduct of Business and Maintenance of Existence, Etc.                                         |    | 66
|           | 5.5  |                       | Maintenance of Properties; Leases; Insurance                                                   |    | 67
|           | 5.6  |                       | Inspection of Property; Books and Records; Discussions                                         |    | 68
|           | 5.7  |                       | Notices                                                                                        |    | 68
|           | 5.8  |                       | Environmental Laws                                                                             |    | 69
|           | 5.9  |                       | Additional Collateral, Etc.                                                                    |    | 69
|           | 5.10 |                       | Use of Proceeds                                                                                |    | 72
|           | 5.11 |                       | ERISA Documents                                                                                |    | 72
|           | 5.12 |                       | Unrestricted Subsidiaries                                                                      |    | 72
|           | 5.13 |                       | Interest Rate Protection                                                                       |    | 72
|           | 5.14 |                       | Maintenance of Rating                                                                          |    | 72
|           | 5.15 |                       | Further Assurances                                                                             |    | 72
|           | 5.16 |                       | Cancellation of Existing Senior Subordinated Notes                                             |    | 73
|SECTION 6. |      | NEGATIVE COVENANTS    |                                                                                                | 74
|           | 6.1  |                       | Financial Covenants                                                                            |    | 74
|           | 6.2  |                       | Indebtedness                                                                                   |    | 74
|           | 6.3  |                       | Liens                                                                                          |    | 78
|           | 6.4  |                       | Limitation on Fundamental Changes                                                              |    | 80
|           | 6.5  |                       | Limitation on Disposition of Property                                                          |    | 80
|           | 6.6  |                       | Limitation on Restricted Payments                                                              |    | 81
|           | 6.7  |                       | Limitation on Capital Expenditures                                                             |    | 82
|           | 6.8  |                       | Limitation on Investments                                                                      |    | 83
|           | 6.9  |                       | Limitation on Optional Payments and Modifications of Indebtedness and Organizational Documents |    | 85
|           | 6.10 |                       | Limitations on Transactions with Affiliates                                                    |    | 86
|           | 6.11 |                       | Limitation on Sales and Leasebacks                                                             |    | 86
|           | 6.12 |                       | Limitation on Changes in Fiscal Periods                                                        |    | 86
|           | 6.13 |                       | Limitation on Negative Pledge Clauses                                                          |    | 86
|           | 6.14 |                       | Limitation on Restrictions on Subsidiary Distributions, Etc.                                   |    | 87
|           | 6.15 |                       | Limitation on Lines of Business                                                                |    | 87
|           | 6.16 |                       | Limitation on Hedge Agreements                                                                 |    | 87
|           | 6.17 |                       | Limitation on Terminations of Leases                                                           |    | 87
|           | 6.18 |                       | Limitation on Issuance of Preferred Stock                                                      |    | 87
|           |      |                       |                                                                                                |   

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|SECTION 7. |      | EVENTS OF DEFAULT |                                                            | 87
|---------- | ---- | ----------------- | ---------------------------------------------------------- | --
|           | 7.1  |                   | Events of Default                                          |   
|SECTION 8. |      | AGENTS            |                                                            | 90
|           | 8.1  |                   | Appointment of Agents                                      |   
|           | 8.2  |                   | Powers and Duties                                          |   
|           | 8.3  |                   | General Immunity                                           |   
|           | 8.4  |                   | Agents Entitled to Act as Lender                           |   
|           | 8.5  |                   | Lenders' Representations, Warranties and Acknowledgment    |   
|           | 8.6  |                   | Right to Indemnity                                         |   
|           | 8.7  |                   | Successor Administrative Agent and Swingline Lender        |   
|           | 8.8  |                   | Security Documents and Guaranty                            |   
|SECTION 9. |      | MISCELLANEOUS     |                                                            | 94
|           | 9.1  |                   | Notices                                                    |   
|           | 9.2  |                   | Expenses                                                   |   
|           | 9.3  |                   | Indemnity                                                  |   
|           | 9.4  |                   | Set-Off                                                    |   
|           | 9.5  |                   | Amendments and Waivers                                     |   
|           | 9.6  |                   | Successors and Assigns; Participations                     |   
|           | 9.7  |                   | Independence of Covenants                                  |   
|           | 9.8  |                   | Survival of Representations, Warranties and Agreements     |   
|           | 9.9  |                   | No Waiver; Remedies Cumulative                             |   
|           | 9.10 |                   | Marshalling; Payments Set Aside                            |   
|           | 9.11 |                   | Severability                                               |   
|           | 9.12 |                   | Obligations Several; Independent Nature of Lenders' Rights |   
|           | 9.13 |                   | Headings                                                   |   
|           | 9.14 |                   | APPLICABLE LAW                                             |   
|           | 9.15 |                   | CONSENT TO JURISDICTION                                    |   
|           | 9.16 |                   | WAIVER OF JURY TRIAL                                       |   
|           | 9.17 |                   | Confidentiality                                            |   
|           | 9.18 |                   | Usury Savings Clause                                       |   
|           | 9.19 |                   | Counterparts                                               |   
|           | 9.20 |                   | Patriot Act                                                |   
|           | 9.21 |                   | Integration                                                |   
|           | 9.22 |                   | Release of Collateral and Guaranty Obligations             |   
|           | 9.23 |                   | Effectiveness                                              |   
|           | 9.24 |                   | Existing Agreements Superseded; Exhibits and Schedules     |   

|APPENDICES: |  | A-1    |  | Term Loan Commitments                        
|----------- |  | ------ |  | ---------------------------------------------
|            |  | A-2    |  | Revolving Commitments                        
|            |  | B      |  | Notice Addresses                             
|SCHEDULES:  |  | 1.1    |  | Existing Letters of Credit                   
|            |  | 4.3    |  | Corporate Existence and Good Standing        
|            |  | 4.4    |  | Consents, Authorizations, Filings and Notices
|            |  | 4.6    |  | Litigation                                   
|            |  | 4.9(b) |  | Trademarks, Service Marks and Trade Names    
|            |  | 4.9(c) |  | Patents                                      
|            |  | 4.9(d) |  | Copyrights                                   
|            |  | 4.9(e) |  | Intellectual Property Licenses               
|            |  |        |  |                                              

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|          |  | 4.15    |  | Subsidiaries                       
|--------- |  | ------- |  | -----------------------------------
|          |  | 4.17    |  | Environmental Matters              
|          |  | 4.19(a) |  | UCC Filing JurisdictionsCollateral
|          |  | 4.19(b) |  | Existing Mortgages                 
|          |  | 4.24(a) |  | Real Estate Assets                 
|          |  | 4.24(g) |  | Structural Defects                 
|          |  | 4.24(h) |  | Real Estate Transfer Rights        
|          |  | 4.26(b) |  | Lease Defaults                     
|          |  | 5.9(b)  |  | Title Insurance Requirements       
|          |  | 5.15(b) |  | Properties to be Disposed          
|          |  | 6.2(d)  |  | Existing Indebtedness              
|          |  | 6.3(f)  |  | Existing Liens                     
|EXHIBITS: |  | A-1     |  | Funding Notice                     
|          |  | A-2     |  | Conversion/Continuation Notice     
|          |  | A-3     |  | Issuance Notice                    
|          |  | B-1     |  | Term Loan Note                     
|          |  | B-2     |  | Revolving Loan Note                
|          |  | B-3     |  | Swingline Note                     
|          |  | C       |  | Compliance Certificate             
|          |  | D       |  | Opinions of Counsel                
|          |  | E       |  | Assignment Agreement               
|          |  | F       |  | Certificate Re Non Bank Status     
|          |  | G-1     |  | Closing Date Certificate           
|          |  | G-2     |  | Solvency Certificate               
|          |  | H-1     |  | Guaranty and Collateral Agreement  
|          |  | H-2     |  | Guaranty and Pledge Agreement      
|          |  | I-1     |  | New Mortgage                       
|          |  | I-2     |  | Mortgage Amendment                 
|          |  | J       |  | Intercompany Note                  

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FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 10, 2004 (as amended, restated, supplemented or otherwise modified from time to time,
this "Agreement"), by and among REGAL CINEMAS CORPORATION, a Delaware corporation ("Borrower"), the
Lenders party hereto from time to time, and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch ("CSFB"), as sole lead arranger and
sole book runner (in such capacities, "Arranger") and as administrative agent (together with its permitted successors in such capacity,
"Administrative Agent"), amends and restates in full the Third Amended and Restated Credit Agreement, dated as of August 27, 2003 (as amended,
restated, supplemented or otherwise modified from time to time to the date hereof, the "Third Restated Credit Agreement"), which Third Restated Credit
Agreement amended and restated in full the Second Amended and Restated Credit Agreement, dated as of June 6, 2003 (as amended, restated, supplemented or otherwise modified from time to time to
the date of the Third Restated Credit Agreement, the "Second Restated Credit Agreement"), which Second Restated Credit Agreement amended and restated in
full the Amended and Restated Credit Agreement, dated as of August 12, 2002 (as amended, restated, supplemented or otherwise modified from time to time to the date of the Second Restated Credit
Agreement, the "Restated Credit Agreement"), which Restated Credit Agreement amended and restated in full the Credit Agreement, dated as of
January 29, 2002 (as amended, restated, supplemented or otherwise modified from time to time to the date of the Restated Credit Agreement, the "Original Credit
Agreement").

RECITALS

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

WHEREAS,
the parties hereto have agreed to amend and restate the Third Restated Credit Agreement on the terms set forth herein, including amending and restating the terms of the Existing
Term Loans under the Third Restated Credit Agreement and providing additional term and revolving facilities hereunder;

WHEREAS,
the additional term loans and available cash of Borrower will be used (i) to consummate the Tender Offer, (ii) to pay Tender Costs, (iii) to pay the Parent
Cash Dividend, (iv) to pay the Transaction Costs, and (v) for general corporate purposes, including Permitted Acquisitions (clauses (i) through (iv), collectively, the
"Closing Date Transactions");

WHEREAS,
Borrower has agreed to secure all of its Obligations by granting to Administrative Agent, for the benefit of Secured Parties, a First Priority Lien on certain of its real
property assets and
substantially all of its personal property assets, including a pledge of all of the Capital Stock of each of its Domestic Subsidiaries and Foreign Subsidiaries (other than Excluded Foreign
Subsidiaries) and 65% of all the Capital Stock of each of its Excluded Foreign Subsidiaries;

WHEREAS,
Guarantors have agreed to guarantee the obligations of Borrower hereunder and to secure their respective Obligations by granting to Administrative Agent, for the benefit of
Secured Parties, a First Priority Lien on certain real property assets and substantially all of their respective personal property assets, including a pledge of all of the Capital Stock of each of
their respective Domestic Subsidiaries and Foreign Subsidiaries (other than Excluded Foreign Subsidiaries) and 65% of all the Capital Stock of each of their respective Excluded Foreign Subsidiaries;

WHEREAS,
Holdings has agreed to guarantee the obligations of Borrower hereunder, on a limited-recourse basis, and to secure its obligations by granting to Administrative Agent, for the
benefit of the Secured Parties, a First Priority Lien on all of the Capital Stock of Borrower;

WHEREAS,
the Third Restated Credit Agreement is being amended and restated on and subject to the terms and conditions set forth herein, and this Agreement is made in renewal, amendment,
restatement and modification of, but not in extinguishment or novation of, the obligations under the Third Restated Credit Agreement.

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NOW,
THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1. DEFINITIONS AND INTERPRETATION

1.1 Definitions.The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall
have the following meanings:

"Acquired Indebtedness" means Indebtedness (i) assumed by Borrower or any of its Restricted Subsidiaries in connection with a
Permitted Acquisition that does not result in the creation of a new Restricted Subsidiary, (ii) of a Person that becomes a Restricted Subsidiary in connection with a Permitted Acquisition or in
connection with a contribution of a Person as a capital contribution to Borrower or any Restricted Subsidiary, or (iii) of an Unrestricted Subsidiary at the time it becomes a Restricted
Subsidiary.

"Adjusted Eurodollar Rate" means, for any Interest Rate Determination Date with respect to an Interest Period, the rate per annum obtained
by dividing (i) (a) the rate per annum determined by Administrative Agent to be the offered rate that appears on the page of the Telerate Screen displaying an average British
Bankers Association Interest Settlement Rate (such page currently being page number 3740 or 3750, as applicable) for deposits (for delivery on the first day of such period) with a term
equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, (b) in the event the rate referenced in
the preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum equal to the rate determined by
Administrative Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits (for delivery on the
first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or
(c) in the event the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum equal to the offered quotation rate to first class banks in the
London interbank market by Administrative Agent for deposits in Dollars (for delivery on the first day of the relevant period) of amounts in same day funds comparable to the principal amount of the
applicable Loan of Administrative Agent, in its capacity as a Lender, for which the Adjusted Eurodollar Rate is then being determined with maturities comparable to such period as of approximately
11:00 a.m. (London, England time) on such Interest Rate Determination Date, by (ii) an amount equal to (a) oneminus(b) the
Applicable Reserve Requirement.

"Administrative Agent" as defined in the preamble hereto.

"Adverse Proceeding" means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or
arbitration (whether or not purportedly on behalf of Borrower or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any
Environmental Claims), whether pending or, to the knowledge of Borrower or any of its Subsidiaries, threatened against or affecting Borrower or any of its Subsidiaries or any property of Borrower or
any of its Subsidiaries.

"Affected Lender" as defined inSection 2.18(b).

"Affected Loans" as defined inSection 2.18(b).

"Affiliate" means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control
with, that Person. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as applied to any
Person, means the possession, directly or indirectly, of the power (i) to vote 10% or more of the Securities having ordinary voting power for the election of directors of such

2

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Person,
or (ii) to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.

"Agent" means each of the Arranger and Administrative Agent.

"Aggregate Amounts Due" as defined inSection 2.17.

"Agreement" as defined in the preamble hereto.

"Applicable Margin" means (i) with respect to Loans that are Eurodollar Rate Loans, (a) from the Closing Date until the date
of delivery of the Compliance Certificate and the financial statements in respect of the 4th Fiscal Quarter of 2004, a percentage, per annum, determined by reference to the following
table as if the Consolidated Leverage Ratio then in effect were in excess of 3.00:1.00; and (b) thereafter, a percentage, per annum, determined by reference to the Consolidated Leverage Ratio
in effect from time to time as set forth below:

Consolidated Leverage Ratio

Applicable Margin for
Eurodollar Rate Revolving Loans

Applicable Margin for
Eurodollar Rate Term Loans> 3.00:1.00

2.75
%
2.75
%£ 3.00:1.00
> 2.50:1.00

2.50
%
2.50
%£ 2.50:1.00
> 2.00:1.00

2.25
%
2.50
%£ 2.00:1.00

2.00
%
2.50
%


(ii)
with respect to Swingline Loans and Revolving Loans that are Base Rate Loans, an amount equal to (a) the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans as determined
pursuant to clause (i)(a) or (i)(b) above, as applicable,minus(b) 1.00% per annum, and (iii) with respect to Term Loans
that are Base Rate Loans, an amount equal to (a) the Applicable Margin for Term Loans that are Eurodollar Rate Loans as determined pursuant to clause (i)(a) or
(i)(b) above, as applicable,minus(b) 1.00% per annum. No change in the Applicable Margin shall be effective until three Business Days
after the date on which Administrative Agent shall have received the applicable financial statements and a Compliance Certificate calculating the Consolidated Leverage Ratio. At any time Borrower has
not submitted to Administrative Agent the applicable information as and when required, the Applicable Margin shall be determined as if the Consolidated Leverage Ratio were in excess of 3.00:1.00.
Promptly after receipt of the applicable information underSection 5.2(b), Administrative Agent shall give each Lender telefacsimile or
telephonic notice (confirmed in writing) of the Applicable Margin in effect from such date.

"Applicable Reserve Requirement" means, at any time, for any Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which
reserves (including any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against "Eurocurrency liabilities" (as such term is
defined in Regulation D) under regulations issued from time to time by the Board of Governors of the Federal Reserve System or other applicable banking regulator. Without limiting the effect of
the foregoing, the Applicable Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (i) any category of liabilities that includes
deposits by reference to which the applicable Adjusted Eurodollar Rate or any other interest rate of a Loan is to be determined, or (ii) any category of extensions of credit or other assets
that include Eurodollar Rate Loans. A Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credit
for proration, exceptions or offsets that may be available from time to time to the

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applicable
Lender. The rate of interest on Eurodollar Rate Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement.

"Arranger" as defined in the preamble hereto.

"Asset Sale" means any Disposition of Property or series of related Dispositions of Property (excluding any such Disposition permitted by
clause (a), (b), (c) or (d) ofSection 6.5) that yields gross proceeds to Borrower or any of its Restricted Subsidiaries in
the case of noncash proceeds consisting of notes or other debt securities, valued at the initial principal amount thereof, and in the case of other noncash proceeds, valued at fair market value (as
reasonably determined by Borrower, or, if requested by Administrative Agent, determined by a reputable, independent third party reasonably satisfactory to Administrative Agent and paid for by
Borrower)) in excess of $5,000,000.

"Assignment Agreement" means an Assignment and Assumption Agreement substantially in the form of Exhibit E, with such amendments or modifications as may be approved
by Administrative Agent.

"Authorized Officer" means, as applied to any Person, any individual holding the position of chairman of the board (if also an officer),
chief executive officer, president or one of its vice presidents (or the equivalent thereof), chief financial officer or treasurer.

"Balance Sheet" as defined inSection 4.1(a).

"Bankruptcy Code" means Title 11 of the United States Code entitled "Bankruptcy," as now and hereafter in effect, or any successor
statute.

"Base Rate" means, for any day, a rate per annum equal to the greater of (i) the Prime Rate in effect on such day, and
(ii) the Federal Funds Effective Rate in effect on such dayplus1/2 of 1%. Any change in the Base Rate due to a change in the
Prime Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

"Base Rate Loan" means a Loan bearing interest at a rate determined by reference to the Base Rate.

"Beneficiary" means each Agent, Issuing Bank, Lender and Lender Counterparty.

"Borrower" as defined in the preamble hereto.

"Borrower Affiliated Group" as defined inSection 6.6(f).

"Business Day" means (i) any day excluding Saturday, Sunday and any day that is a legal holiday under the laws of the State of New
York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close, and (ii) with respect to all notices,
determinations, fundings and payments in connection with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the term "Business Day" shall mean
any day that is a Business Day described in clause (i) and that is also a day for trading by and between banks in Dollar deposits in the London interbank market.

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

"Capital Lease Obligations" means, as to any Person, the obligations of such Person to pay rent or other amounts under any
(i) lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as

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capital
leases on a balance sheet of such Person under GAAP, and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time
determined in accordance with GAAP and (ii) any lease financing arrangements set forth on the balance sheet of such Person other than EITF 97-10 Capital Lease Obligations.

"Capital Stock" means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a
corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to
purchase (other than convertible or exchangeable Indebtedness that is not otherwise capital stock) or other arrangements or rights to acquire any of the foregoing.

"Cash" means money, currency or a credit balance in any Deposit Account.

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

"CERCLA" means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.

"Certificate Re Non-Bank Status" means a certificate substantially in the form of Exhibit F.

"Class" means (i) with respect to Lenders, each of the following classes of Lenders: (a) Lenders having Term Loan Exposure
and (b) Lenders having Revolving Loan Exposure (including Swingline Lender), and (ii) with respect to Loans, each of the following classes of Loans: (a) Term Loans and
(b) Revolving Loans (including Swingline Loans).

"Closing Date" means the date on which the Term Loans are made.

"Closing Date Certificate" means a certificate substantially in the form of Exhibit G-1.

"Closing Date Projections" as defined inSection 4.1(c).

"Closing Date Transactions" as defined in the recitals hereto.

"Code" means the Internal Revenue Code of 1986, as amended.

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"Collateral" means, collectively, all of the real, personal and mixed property (including Capital Stock) in which Liens are purported to
be granted pursuant to the Security Documents as security for the Obligations.

"Commitment" means any Revolving Commitment or Term Loan Commitment.

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

"Compliance Certificate" means a certificate substantially in the form of Exhibit C.

"Confidential Information Memorandum" means the Confidential Information Memorandum dated April 2004 and furnished to Lenders.

"Consolidated Adjusted Debt" means, as of the last day of any period, the sum of (a) Funded Debt of Borrower and its Restricted
Subsidiaries as of such datelessthe amount of unrestricted and unencumbered Cash and Cash Equivalents of Borrower and its Restricted Subsidiaries as
of such date (providedthat, Cash and Cash Equivalents subject to Liens granted under the Security Documents shall not be deemed to be restricted or
encumbered as a result thereof), and (b) the product of 8 times Consolidated Lease Expense for such period.

"Consolidated Adjusted Interest Coverage Ratio" means, for any period, the ratio of (a) Consolidated EBITDAR of Borrower and its
Restricted Subsidiaries for such period, to (b) the sum of (i) Consolidated Interest Expense of Borrower and its Restricted Subsidiaries for such period
(providedthat, Consolidated Interest Expense shall be calculated on apro formabasis to give effect to
Indebtedness incurred during such period to finance Permitted Acquisitions or other acquisitions as if such Indebtedness had been incurred on the first day of such period; and provided furtherthat, for
any four-quarter period that commences prior to the Closing Date, Consolidated Interest Expenses shall be
computed for the period (for purposes of this proviso, the "Stub Period") from the first day of such four-quarter period to (but not
including) the Closing Date on the
assumption that (I) all Indebtedness incurred on the Closing Date (including all Loans outstanding on the Closing Date) was incurred on the first day of the Stub Period and that the rate of
interest applicable thereto on the Closing Date was in effect throughout the Stub Period, and (II) (x) all Indebtedness outstanding under the Third Restated Credit Agreement immediately
prior to the Closing Date being repaid on the Closing Date or converted into Term Loans was repaid on the first day of the Stub Period, and (y) all Existing Senior Subordinated Notes accepted
for payment in the Tender Offer were repaid on the first day of the Stub Period), and (ii) Consolidated Lease Expense of Borrower and its Restricted Subsidiaries for such period.

"Consolidated Adjusted Leverage Ratio" means, for any period, the ratio of (a) Consolidated Adjusted Debt as of the last day of
such period to, (b) Consolidated EBITDAR of Borrower and its Restricted Subsidiaries for such period.

"Consolidated Current Assets" means, as at any date of determination, the total assets of Borrower and its Restricted Subsidiaries on a
consolidated basis that may properly be classified as current assets in conformity with GAAP, excluding Cash and Cash Equivalents.

"Consolidated Current Liabilities" means, as at any date of determination, the total liabilities of Borrower and its Restricted
Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding the current portion of long term debt.

"Consolidated EBITDA" means, as to Borrower and its Restricted Subsidiaries, for any applicable period, the difference of (a) the
sum (without duplication) of (i) Consolidated Net Income of Borrower and its Restricted Subsidiaries for such period,plus(ii) the
amounts deducted by Borrower and its

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Restricted
Subsidiaries in determining such Consolidated Net Income for such period representing (s) noncash minority interest expense, (t) noncash charges (including noncash
Consolidated Lease Expense and noncash theatre closing costs), amortization (including amortization of deferred financing fees), depreciation, noncash restructuring charges or reserves, and other
noncash reserves and nonrecurring charges, (u) all federal, state and local taxes (whether paid in cash or deferred) computed on the basis of income, (v) Consolidated Interest Expense
and noncash interest expense, (w) expenses or charges incurred in connection with the issuance of debt or equity securities, and up-front fees paid with respect to credit facilities
provided by banks and other financial institutions, (x) Transaction Costs and other one-time fees, costs and expenses (including legal fees and costs) in connection with the Closing
Date Transactions and actions related thereto (including obtaining title insurance, making filings and recordings of mortgages, deeds of trust, financing statements and other actions contemplated by
the Loan Documents), (y) expenses or charges incurred in connection with real estate financings consummated during such period, and (z) fees and expenses paid in connection with
Permitted Acquisitions consummated and Investments made during such period,minus(b) the amounts included by Borrower and its Restricted
Subsidiaries in determining such Consolidated Net Income for such period representing (x) noncash gains, (y) nonrecurring gains, and (z) cash payments made during such period with
respect to noncash charges or reserves included in (a)(ii) above for a prior period;providedthat (without duplication), "Consolidated EBITDA"
for any applicable period shall be (A) determined on the basis that any Permitted Acquisitions, other acquisitions or dispositions of revenue producing assets that were consummated during such
period, were consummated on the first day of such period, (B) determined on the basis that any designation of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary, as the case
may be, that occurred during such period occurred on the first day of such period, and (C) increased or decreased, as the case may be, to reflect the projected good faith identifiable and
supportable net cost saving or additional net costs, as the case may be, resulting from any Permitted Acquisition consummated during such period by combining the operations of such acquisition with
the operations of Borrower and its Restricted Subsidiaries (as determined by Borrower based on reasonable assumptions and computations set forth in sufficient detail and that are reasonably
acceptable, in substance, to Administrative Agent, which determination shall be made on each date on which a Compliance Certificate for such applicable period is delivered, all in compliance with the
requirements of Regulation S-X for a Form S-1 registration statement under the Securities Act);provided furtherthat, so long as such net savings or additional net costs will be realizable at any time during such period, it may be assumed, for the purpose of this clause, that such net cost savings or additional
net costs will be realizable during the entire period.

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

"Consolidated Excess Cash Flow" means, as to Borrower and its Restricted Subsidiaries for the period commencing on May 1, 2004 and
ending on July 1, 2004 or December 30, 2004, as applicable, and for each Fiscal Quarter and Fiscal Year thereafter, an amount equal to: (i) the sum, without duplication, of the
amounts for such period of (a) Consolidated Net Income, (b) Consolidated Working Capital Adjustment, (c) to the extent deducted in calculating Consolidated Net Income, expenses,
premiums or charges incurred in connection with the issuance of debt or equity securities, fees paid in respect of credit facilities provided by banks and other financial institutions, and
one-time fees, costs and expenses (including legal fees and costs) in connection with the Closing Date Transactions and actions related thereto (including obtaining title insurance, making
filings and recordings of mortgages, deeds of trust, financing statements, and other actions contemplated by the Loan Documents), (d) depreciation and amortization deducted in determining such
Consolidated Net Income, and (e) other noncash charges or losses deducted in determining such Consolidated Net Income,minus(ii) the sum,
without duplication, of the amounts for such period of (a) voluntary and scheduled

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repayments
of Consolidated Total Debt (excluding (1) repayments of Revolving Loans and Swingline Loans or similar types of Indebtedness, except to the extent that the Revolving Commitments or
similar commitments are permanently reduced in connection with such repayments, and (2) repayments financed with Indebtedness), (b) Capital Expenditures made with internally-generated
cash (net of any proceeds of (x) any related financings with respect to such expenditures, and (y) any Asset Sales used to finance such expenditures), and (c) noncash gains
included in determining such Consolidated Net Income.

"Consolidated Interest Expense" means, as to Borrower and its Restricted Subsidiaries for any period, total cash interest expense
(including that attributable to Capital Lease Obligations) of Borrower and its Restricted Subsidiaries for such period with respect to all outstanding Indebtedness of Borrower and its Restricted
Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing and net costs under Hedge Agreements in respect
of interest rates to the extent such net costs are allocable to such period in accordance with GAAP).

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

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

"Consolidated Net Income" means, as to Borrower and its Restricted Subsidiaries for any period, the consolidated net income (or loss) of
Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP;providedthat, in calculating such
Consolidated Net Income for any period, there shall be excluded (a) the income (or deficit) of any Restricted Subsidiary accrued prior to the date it becomes a Restricted Subsidiary or is
merged into or consolidated with Borrower or any of its Restricted Subsidiaries, except as set forth in clause (A) of the first proviso of the definition of Consolidated EBITDA,
(b) the income (or deficit) of any Person (other than a Restricted Subsidiary) in which Borrower or any of its Restricted Subsidiaries has an ownership interest, except to the extent that any
such income is actually received by Borrower or such Restricted Subsidiary in the form of dividends or similar distributions, (c) the undistributed earnings of any Restricted Subsidiary to the
extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any
Loan Document) or Requirement of Law applicable to such Restricted Subsidiary, and (d) all gains (but not losses) that are either extraordinary (as determined in accordance with GAAP) or are
either unusual or nonrecurring (including any gain from the sale or other disposition of assets outside the ordinary course of business or from the issuance or sale of any capital stock).

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

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

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"Consolidated Total Debt" means, at any date of determination, the aggregate principal amount of all Funded Debt of Borrower and its
Restricted Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP,lessthe amount of unrestricted and unencumbered Cash
and Cash Equivalents of Borrower and its Restricted Subsidiaries as of such date (providedthat, Cash and Cash Equivalents subject to Liens granted
under the Security Documents shall not be deemed to be restricted or unencumbered as a result thereof).

"Consolidated Working Capital" means, as at any date of determination, the excess of Consolidated Current Assets over Consolidated Current
Liabilities as at such date.

"Consolidated Working Capital Adjustment" means, for any period on a consolidated basis, the amount (which may be a negative number) by
which Consolidated Working Capital as at the beginning of such period exceeds (or is less than) Consolidated Working Capital as at the end of such period.

"Contingent Obligation" means, as to any Person (the "guaranteeing person"), any
obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a
reimbursement, counterindemnity or similar obligation guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the "primary
obligations") of any other Person (the "primary obligor") in any manner, whether directly or indirectly, including any
obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to
advance or supply funds (1) for the purchase or payment of any such primary obligation, or (2) to maintain working capital or equity capital of the primary obligor or otherwise to
maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of
the ability of the primary obligor to make payment of such primary obligation, or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect
thereof;providedthat, the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of
business. The amount of any Contingent Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Contingent Obligation is made, and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying
such Contingent Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such
Contingent Obligation shall be such guaranteeing person's maximum reasonably anticipated liability in respect thereof as determined by Borrower in good faith.

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

"Contractual Obligation" means, as to any Person, any provision of any security issued by that Person or of any indenture, mortgage, deed
of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

"Control Affiliate" means, as to any Person, any other Person that directly or indirectly, is controlled by such Person. For purposes of
this definition, "control" of a Person means the power,

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directly
or indirectly, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

"Control Agreement" as defined in the Guaranty and Collateral Agreement.

"Conversion/Continuation Date" means the effective date of a continuation or conversion, as the case may be, as set forth in the
applicable Conversion/Continuation Notice.

"Conversion/Continuation Notice" means a notice substantially in the form of Exhibit A-2.

"Converted Term Loan" as defined inSection 2.1(c).

"Credit Date" means the date of a Credit Extension.

"CSFB" as defined in the preamble hereto.

"Credit Extension" means the making of a Loan or the issuing of a Letter of Credit.

"Default" means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

"Default Excess" means, with respect to any Defaulting Lender, the excess, if any, of such Defaulting Lender's Pro Rata Share of the
aggregate outstanding principal amount of the Loans of all Lenders (calculated as if all Defaulting Lenders (other than such Defaulting Lender) had funded all of their respective Defaulted Loans) over
the aggregate outstanding principal amount of all Loans of such Defaulting Lender.

"Default Period" means, with respect to any Defaulting Lender, the period commencing on the date of the applicable Funding Default and
ending on the earliest of: (i) the date on which all Commitments are cancelled or terminated or the Obligations are declared or become immediately due and payable, (ii) the date on which
(a) the Default Excess with respect to such Defaulting Lender shall have been reduced to zero (whether by the funding by such Defaulting Lender of any of its Defaulted Loans or by the non pro rataapplication of any voluntary or mandatory prepayments of the Loans in accordance with the terms of Section 2.13or2.14or by a combination thereof),
and (b) such Defaulting Lender shall
have delivered to Borrower and Administrative Agent a written reaffirmation of its intention to honor its obligations hereunder with respect to its Commitments, and (iii) the date on which
Borrower, Administrative Agent and Requisite Lenders waive all Funding Defaults of such Defaulting Lender in writing.

"Defaulted Loan" as defined inSection 2.20(g).

"Defaulting Lender" as defined inSection 2.20(g).

"Deposit Account" as defined in the UCC.

"Derivatives Counterparty" as defined inSection 6.6.

"Disposition" means with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other
disposition thereof (including any sale, assignment, conveyance, transfer, disposition or issuance of Capital Stock of any Restricted Subsidiary or any sale, assignment, conveyance, transfer or
disposition of Capital Stock held by Borrower or any Restricted Subsidiary); and the terms "Dispose" and "Disposed
of" shall have correlative meanings.

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

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"Dollars" and the sign "$" mean the lawful money of the United States of America.

"Domestic Subsidiary" means any Restricted Subsidiary organized under the laws of the United States of America, any state thereof or the
District of Columbia.

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

"Eligible Assignee" means (i) any Lender, any Affiliate of any Lender and any Related Fund (any two or more Related Funds being
treated as a single Eligible Assignee for all purposes hereof), and (ii) any commercial bank, insurance company, investment or mutual fund or other entity that is an "accredited investor" (as
defined in Regulation D under the Securities Act) and that extends credit or buys loans as one of its primary businesses;providedthat, no
Affiliate or competitor of Borrower, or Terminated Lender shall be an Eligible Assignee. For purposes of this definition, "competitor" means (x) a Person primarily engaged in the same Line of
Business as Borrower, (y) a Person directly or indirectly controlled by or under common control with any Person identified in the preceding clause (x), and (z) a Subsidiary of any
Person identified in the preceding clause (x).

"Endorsement" as defined inSection 5.15(b).

"Environmental Claim" means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand (conditional or
otherwise), by any Governmental Authority or any other Person or any order or directive by any Governmental Authority, arising (i) pursuant to or in connection with any actual or alleged
violation of any Environmental Law, (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity, or (iii) in connection with any actual or
alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

"Environmental Laws" means any and all applicable laws, rules, orders, regulations, statutes, ordinances, codes, decrees, or other legally
enforceable requirements (including common law) of any international authority, foreign government, the United States, or any state, local, municipal or other Governmental Authority, regulating,
relating to or imposing liability or standards of conduct concerning Hazardous Materials Activity, protection of the environment, human health, or the generation, use, storage, transportation or
disposal of Hazardous Materials, as has been, is now, or may at any time hereafter be, in effect.

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

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"ERISA Affiliate" means, as applied to any Person, (i) any corporation that is a member of a controlled group of corporations
within the meaning of Section 414(b) of the Code of which that Person is a member, (ii) any trade or business (whether or not incorporated) that is a member of a group of trades
or businesses under common control within the meaning of Section 414(c) of the Code of which that Person is a member, and (iii) any member of an affiliated service group within the
meaning of Section 414(m) or (o) of the Code of which that Person, any corporation described in clause (i) above or any trade or business described in
clause (ii) above is a member. Any former ERISA Affiliate of Borrower or any of its Subsidiaries shall continue to be considered an ERISA Affiliate of Borrower or any such Subsidiary
within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of Borrower or such Subsidiary and with respect to liabilities arising after such period for which
Borrower or such Subsidiary could be liable under the Code or ERISA.

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"ERISA Event" means (i) a "reportable event" within the meaning of Section 4043(c) of ERISA and the regulations
issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30 day notice to the PBGC has been waived by regulation), (ii) the failure to meet the
minimum funding standard of Section 412 of the Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(d) of the Code) or the failure to make
by its due date a required installment under Section 412(m) of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan,
(iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination
described in Section 4041(c) of ERISA, (iv) the withdrawal by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more
contributing sponsors or the termination of any such Pension Plan resulting in liability to Borrower, any of its Subsidiaries or any of their respective Affiliates pursuant to Section 4063 or
4064 of ERISA, (v) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might constitute grounds under ERISA for the
termination of, or the appointment of a trustee to administer, any Pension Plan, (vi) the imposition of liability on Borrower, any of its Subsidiaries or any of their respective ERISA
Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA, (vii) the withdrawal of Borrower, any of its
Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any
potential liability therefore, or the receipt by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or
insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA, (viii) the occurrence of an act or
omission which could give rise to the imposition on Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the
Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan, (ix) the assertion of a material claim
(other than routine claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against Borrower, any of its Subsidiaries or any of their
respective ERISA Affiliates in connection with any Employee Benefit Plan, (x) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee
Benefit Plan intended to be qualified under Section 401(a) of the Code) to qualify under Section 401(a) of the Code,
or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Code, or (xi) the imposition of a Lien pursuant to
Section 401(a)(29) or 412(n) of the Code or pursuant to ERISA with respect to any Pension Plan.

"Eurodollar Rate Loan" means a Loan bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate.

"Event of Default" means each of the conditions or events set forth inSection 7.1.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

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

"Existing Letters of Credit" means all letters of credit outstanding on the Closing Date described on Schedule 1.1, which are deemed to be Letters of Credit
hereunder.

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"Existing Mortgage" means any mortgage, deed of trust or deed to secure debt, as applicable, granted as security for all or any of the
obligations under any of the Original Credit Agreement, Restated Credit Agreement, Second Restated Credit Agreement or Third Restated Credit Agreement and that is still in effect on the Closing Date,
as the same has been or may be amended, supplemented or otherwise modified from time to time.

"Existing Senior Subordinated Note Indenture" means the Indenture, dated as of January 29, 2002, entered into by Borrower in
connection with the issuance of the Existing Senior Subordinated Notes, as the same may have been amended, restated, supplemented, replaced or otherwise modified from time to time.

"Existing Senior Subordinated Notes" means the senior subordinated notes of Borrower issued and outstanding pursuant to the Existing
Senior Subordinated Note Indenture.

"Existing Term Loans" means the term loans outstanding under the Third Restated Credit Agreement immediately prior to the effectiveness of
this Agreement.

"Existing Title Policy" as defined inSection 5.15(b).

"Facility" means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore
owned, leased, operated or used by Borrower or any of its Subsidiaries or any of their respective predecessors or Affiliates.

"Federal Funds Effective Rate" means for any day, the rate per annum (expressed, as a decimal, rounded upwards, if necessary, to the next
higher 1/100 of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Business Day next succeeding such day;providedthat, (i) if such day is not a Business
Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate
is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to Administrative Agent, in its capacity as a Lender, on such day on such
transactions as determined by Administrative Agent.

"Final Maturity Date" means the latest to occur of the Term Loan Maturity Date and the maturity date of each other tranche of term loans
hereunder, if any.

"First Priority" means, with respect to any Lien purported to be created in any Collateral pursuant to any Security Document, that such
Lien is the only Lien to which such Collateral is subject, other than any Permitted Lien.

"Fiscal Quarter" means each fiscal quarter of Borrower. References herein to a particular Fiscal Quarter
(e.g., "2nd Fiscal Quarter of 2004" refer to the number of Fiscal Quarters elapsed in a particular Fiscal Year (including such Fiscal
Quarter)).

"Fiscal Year" means a fiscal year of Borrower, each of which shall, subject to any change in accordance with Section 6.12, commence on the first Friday after
December 25, and end on the first Thursday after the ensuing December 25.
References herein to a particular Fiscal Year (e.g., "Fiscal Year 2004"), shall mean the calendar year during which the majority of such Fiscal Year
occurs.

"Flood Hazard Property" means any Real Estate Asset subject to a Mortgage in favor of Administrative Agent, for the benefit of the Secured
Parties, and located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards.

"Foreign Assets" means assets (other than Persons constituting Foreign Subsidiaries) acquired by a Foreign Subsidiary in a Permitted
Acquisition or pursuant toSection 6.8(m).

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"Foreign Subsidiary" means any Subsidiary that is not a Domestic Subsidiary.

"Foreign Subsidiary Investment Basket" means an amount (not less than zero) equal to $150,000,000, minus(a) the fair market value (determined at the time of
acquisition) of Foreign Subsidiaries or Foreign Assets acquired pursuant to Section 6.8(f)and applied to reduce the Foreign Subsidiary Investment Basket as set forth therein,minus(b) the aggregate amount of Investments made by Borrower and its Domestic Subsidiaries in Foreign Subsidiaries or Foreign Assets since the
Closing Date (other than those referred to in clause (a) and those received as a capital contribution),plus(c) the aggregate
amount of Net Cash Proceeds received by Borrower and its Domestic Subsidiaries from Dispositions of Foreign Subsidiaries or Foreign Assets since the Closing Date.

"Fund" means any Person (other than a natural person) that is or will be engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of its business.

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

"Funding Default" as defined inSection 2.20(g).

"Funding Notice" means a notice substantially in the form of Exhibit A-1.

"GAAP" means, subject to the limitations on the application thereof set forth in Section 1.2, United States generally accepted accounting principles in effect as of
the date of determination thereof.

"Governmental Acts" means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or
Governmental Authority.

"Governmental Authority" means any federal, state, municipal, national or other government, governmental department, commission, board,
bureau, court, agency or instrumentality or political
subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether
associated with a state of the United States, the United States, or a foreign entity or government.

"Governmental Authorization" means any permit, license, authorization, plan, directive, consent order or consent decree of or from any
Governmental Authority.

"Guarantied Obligations" as defined in the Guaranty and Collateral Agreement.

"Guarantor" means each Restricted Subsidiary, other than (i) any Excluded Foreign Subsidiary, (ii) Clark Regal LLC,
(iii) Green Hills Commons, LLC and (iv) the UA Subsidiaries (solely when the UA Pass-Through Certificates Restriction is in effect).

"Guaranty" means the guaranty of each Guarantor set forth in the Guaranty and Collateral Agreement.

"Guaranty and Collateral Agreement" means the Amended and Restated Guaranty and Collateral Agreement, to be dated as of the date hereof
and to be executed by Borrower and each Guarantor, substantially in the form ofExhibit H-1, as it may be amended, restated,
supplemented or otherwise modified from time to time.

"Guaranty and Pledge Agreement" means the Limited Guaranty and Pledge Agreement, to be dated as of the date hereof and to be executed by
Holdings, substantially in the form ofExhibit H-2, as it may be amended, restated, supplemented or otherwise modified from time to
time.

"Hazardous Materials" means any chemical, material, substance or waste, exposure to which is prohibited, limited or regulated by any
Governmental Authority, or that is defined or included as "hazardous" or "toxic," or as a "pollutant" or "contaminant," in or under any Environmental Law

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(including
any "hazardous substance," as defined in CERCLA, and any "hazardous waste," as defined in the Resource Conservation and Recovery Act of 1976, as amended), or that poses or could pose a
hazard to the health and safety of the owners, occupants or any Persons in the vicinity of any Facility or to the indoor or outdoor environment, and in any event including any petroleum or petroleum
product, asbestos or asbestos-containing material, polychlorinated biphenyls, fungus or mold.

"Hazardous Materials Activity" means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous
Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing,
construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action required under an Environmental Law
with respect to any of the foregoing.

"Hedge Agreement" an Interest Rate Agreement entered into between Borrower and any Lender Counterparty that has been designated as a Hedge
Agreement by such Lender Counterparty and Borrower, by notice to Administrative Agent not later than 90 days after the execution and delivery thereof by Borrower; providedthat, the designation of
any Interest Rate Agreement as a Hedge Agreement shall not create in favor of any Lender Counterparty any rights in
connection with the management or release of any Collateral or of the obligations of any Guarantor under the Guarantee and Collateral Agreement.

"Highest Lawful Rate" means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for,
charged, or received under the laws applicable to any Lender that are presently in effect or, to the extent allowed by law, under such applicable laws that may hereafter be in effect and that allow a
higher maximum nonusurious interest rate than applicable laws now allow.

"Historical Financial Statements" as defined inSection 4.1(b).

"Holdings" means Regal Entertainment Holdings, Inc., a Delaware corporation.

"Increased-Cost Lender" as defined inSection 2.21.

"Indebtedness" means, with respect to any Person, without duplication, (a) all indebtedness of such Person for borrowed money,
(b) all obligations of such Person for the deferred purchase price of Property or services (other than trade payables incurred in the ordinary course of such Person's business), (c) all
obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention
agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale
of such Property), (e) all Capital Lease Obligations or Synthetic Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party under
bankers' acceptance, letter of credit or similar facilities, (g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Capital
Stock of such Person, (h) all Contingent Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, (i) all obligations
of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien
on Property (including accounts and contract rights) owned by such Person, whether or
not such Person has assumed or become liable for the payment of such obligation, (j) for the purposes ofSection 7.1(b)only, all
obligations of such Person in respect of Hedge Agreements, and (k) the liquidation value of any Preferred Stock of such Person or its Subsidiaries held by any Person other than such Person and
its Wholly-Owned Subsidiaries;providedthat, obligations incurred under the UA Pass-Through Trust Documents shall not constitute
Indebtedness for any purposes hereunder.

"Indemnified Liabilities" means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages),
penalties, claims (including Environmental Claims), costs

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(including
the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or abate any Hazardous
Materials Activity), expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in connection with any investigative,
administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses
incurred by Indemnitees in enforcing its indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including
securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted
against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including the
Lenders' agreement to make Credit Extensions or the use or intended use of the proceeds thereof, or any enforcement of any of the Loan Documents (including any sale of, collection from, or other
realization on any of the Collateral or the enforcement of the Guaranty)), or (ii) any Environmental Claim or any Hazardous Materials Activity relating to or arising from, directly or
indirectly, any past or present activity, operation, land ownership, or practice of Borrower or any of its Subsidiaries.

"Indemnitee" as defined inSection 9.3.

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

"Installment" as defined inSection 2.12.

"Installment Date" as defined inSection 2.12.

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

"Intellectual Property" means the collective reference to all rights, priorities and privileges relating to intellectual property, whether
arising under United States, state, multinational or foreign laws or otherwise, including copyrights, patents, trademarks, service-marks, technology, know-how and processes, recipes,
formulas, trade secrets, or licenses (under which the applicable Person is licensor or has assignable rights as a licensee) relating to any of the foregoing and all rights to sue at law or in equity
for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

"Intellectual Property Security Agreement" as defined in the Guaranty and Collateral Agreement.

"Intercompany Note" means a promissory note evidencing Indebtedness payable by Borrower or any Loan Party (in each case, as payor) to any
other Loan Party (as payee), substantially in the form ofExhibit J, or otherwise in form and substance satisfactory to Administrative Agent.

"Interest Payment Date" means (i) with respect to any Base Rate Loan, the last day of each March, June, September and
December of each year, commencing on the first such date to occur after the Closing Date, and the final maturity date of such Loan, and (ii) with respect to any Eurodollar Rate Loan, the
last day of each Interest Period applicable to such Loan,providedthat, in the case of each Interest Period of longer than three months,
"Interest Payment Date" shall also include each date that is three months, or an integral multiple thereof, after the commencement of such Interest Period.

"Interest Period" means, in connection with a Eurodollar Rate Loan, an interest period of one, two, three, six or (if available to all
Lenders with Loans affected thereby) twelve months, as selected by

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Borrower
in the applicable Funding Notice or Conversion/Continuation Notice, (i) initially, commencing on the Credit Date or Conversion/Continuation Date thereof, as the case may be, and
(ii) thereafter, commencing on the day on which the immediately preceding Interest Period expires;providedthat, (a) if an Interest
Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which
case such Interest Period shall expire on the immediately preceding Business Day, (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there
is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clauses (c) and (d), of this definition, end on the last Business Day of a
calendar month, (c) no Interest Period with respect to any Term Loan shall extend beyond the Term Loan Maturity Date, and (d) no Interest Period with respect to any Revolving Loan shall
extend beyond the Revolving Commitment Termination Date.

"Interest Rate Agreement" means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest
rate hedging agreement or other similar agreement or arrangement, each of which is for the purpose of hedging the interest rate exposure associated with the operations of Borrower and its Subsidiaries
and not for speculative purposes.

"Interest Rate Determination Date" means, with respect to any Interest Period, the date that is two Business Days prior to the first day
of such Interest Period.

"Investment" as defined inSection 6.8.

"Issuance Notice" means a notice substantially in the form of Exhibit A-3.

"Issuing Bank" means CSFB, as Issuing Bank hereunder, together with its permitted successors and assigns in such capacity.

"Joint Venture" means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; providedthat, in no event shall
any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

"Lender" means each financial institution listed on the signature pages hereto as a Lender, and any other Person that becomes a
Lender hereto pursuant to an Assignment Agreement.

"Lender Counterparty" means a Lender (or an Affiliate thereof) that is a counterparty to a Hedge Agreement (including any Person who was a
Lender (or an Affiliate of a Lender) as of the date such Person entered into a Hedge Agreement but subsequently ceased to be a Lender), including each such Affiliate that enters into a joinder
agreement with Administrative Agent.

"Letter of Credit" means a standby letter of credit issued or to be issued by Issuing Bank pursuant to this Agreement.

"Letter-of-Credit Sublimit" means, as at any date of determination, the lesser of (i) $30,000,000, and
(ii) the aggregate unused amount of the Revolving Commitments then in effect.

"Letter-of-Credit Usage" means, as at any date of determination, the sum of (i) the maximum aggregate
amount that is, or at any time thereafter may become, available for drawing under all Letters of Credit then outstanding, and (ii) the aggregate amount of all drawings under Letters of Credit
honored by Issuing Bank and not theretofore reimbursed by or on behalf of Borrower.

"Lien" means (i) any lien, mortgage, pledge, assignment, hypothecation, claim, restriction, security interest, fixed or floating
charge, or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option,
trust or other preferential arrangement having the practical effect of any of the foregoing, and (ii) in the case of Securities, any purchase option, call or similar right of a third party with
respect to such Securities.

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"Line of Business" as defined inSection 6.15.

"Loan" means a Term Loan, a Revolving Loan or a Swingline Loan.

"Loan Document" means any of this Agreement, the Notes, if any, the Security Documents, any documents or certificates executed by Borrower
in favor of Issuing Bank relating to Letters of Credit, and all other documents, instruments or agreements executed and delivered by a Loan Party or by Holdings for the benefit of any Agent, Issuing
Bank or any Lender in connection herewith.

"Loan Party" means Borrower, each Guarantor and each other Subsidiary of Borrower that is a party to a Loan Document.

"Margin Stock" as defined in Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.

"Material Adverse Effect" means a material adverse change in or affecting (a) the condition (financial or otherwise), results of
operation, assets, liabilities or management of the Loan Parties, taken as a whole, or that calls into question in any material and adverse respect the Projections previously supplied to the Lenders,
(b) the validity or enforceability of this Agreement or any of the other Loan Documents, (c) the validity, enforceability or priority of the Liens purported to be created by the Security
Documents, or (d) the rights or remedies of Administrative Agent and the Lenders hereunder or under any of the other Loan Documents;providedthat, in no event shall an event that results in a material adverse change that is limited to an individual Mortgage constitute a Material Adverse Effect for purposes of clauses (b), (c) or
(d) of this definition.

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

"Mortgage" means an Existing Mortgage or a New Mortgage.

"Mortgage Amendment" as defined inSection 5.15(b).

"Mortgaged Property" means any Real Estate Asset that is subject to a Mortgage.

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

"Net Cash Proceeds" means (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of Cash and
cash equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but
only as and when the benefit is received) of such Asset Sale or Recovery Event, net of reasonable and customary attorneys' fees, accountants' fees, and investment banking fees, amounts required to be
applied (and that are so applied) to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event (other than any
Lien pursuant to a Security Document), amounts arising from the sale of UA Subsidiaries (other than Capital Stock of a UA First-Tier Subsidiary) or assets of UA Subsidiaries required or
permitted to be applied (and that are so applied) to the repayment of obligations under the UA Pass-Through Trust Documents, and other reasonable and customary fees and expenses, in each
case, to the extent actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements); and (b) in connection with any capital contribution or any issuance or sale of Capital Stock or debt securities or instruments or the incurrence of
loans, the cash proceeds received from such capital contribution, issuance or incurrence, net of reasonable and customary attorneys' fees, investment banking fees, accountants' fees, underwriting
discounts and commissions and other reasonable and customary fees and expenses, in each case, to the extent actually incurred in connection therewith (it being understood that cash and cash
equivalents of

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operating
companies whose Capital Stock is contributed to Borrower as an equity contribution will not constitute Net Cash Proceeds).

"New Mortgage" means a mortgage, deed of trust or deed to secure debt, as applicable, substantially in the form of Exhibit I-1or otherwise in form and substance
reasonably acceptable to Administrative Agent, granted on or after the Closing Date in
favor of Administrative Agent as security for the Obligations, as it may be amended, supplemented or otherwise modified from time to time.

"Nonconsenting Lender" as defined inSection 2.21.

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

"Non-US Lender" as defined inSection 2.20(e).

"Note" means a Term Loan Note, a Revolving Loan Note or a Swingline Note.

"Notice" means a Funding Notice, an Issuance Notice, or a Conversion/Continuation Notice.

"Obligations" means all obligations of every nature of each Loan Party and of Holdings, including the Guarantied Obligations, from time to
time owed to each Agent (including any former Agent), Lender, Lender Counterparty, or any of them, under any Loan Document or Hedge Agreement (including with respect to a Hedge Agreement, obligations
owed thereunder to any person who was a Lender or an Affiliate of a Lender at the time such Hedge Agreement was entered into), whether for principal, interest (including interest that, but for the
filing of a petition in bankruptcy with respect to such Loan Party or Holdings, would have accrued on any Obligation, whether or not a claim is allowed against such Loan Party or Holdings for such
interest in the related bankruptcy proceeding), Reimbursement Obligations, payments for early termination of Hedge Agreements, fees, expenses, indemnifications or otherwise.

"Organizational Documents" means (i) with respect to any corporation, its certificate or articles of incorporation or organization,
as amended, and its bylaws, as amended, (ii) with respect to any limited partnership, its certificate or articles of limited partnership, as amended, and its partnership agreement, as amended,
(iii) with respect to any general partnership, its partnership agreement, as amended, and (iv) with respect to any limited liability company, its certificate or articles of organization,
as amended, and its operating agreement, as amended. In the event any term or condition of this Agreement or any other Loan Document requires any Organizational Document to be certified by a secretary
of state or similar governmental official, the reference to any such "Organizational Document" shall only be to a document of a type customarily certified by such governmental official.

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

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

"Parent" means Regal Entertainment Group, a Delaware corporation.

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"Parent Cash Dividend" means the one-time special dividend payable by Borrower to Holdings on the Closing Date in an aggregate
amount not to exceed $915,000,000.

"Parent Entity" means a Person that, directly or indirectly, holds 80% or more of Borrower's Capital Stock (excluding any debt security
that is convertible into or exchangeable for Capital Stock) that at the time is entitled to vote in the election of, as applicable, directors, members or partners generally.

"Patriot Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA
PATRIOT ACT) Act of 2001, Title III of Pub. L. 107-56, signed into law October 26, 2001.

"PBGC" means the Pension Benefit Guaranty Corporation or any successor thereto.

"Pension Plan" means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Code or
Section 302 of ERISA.

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

"Permitted Acquisition" as defined inSection 6.8(f).

"Permitted Investors" means, collectively, the Sponsors and their respective Control Affiliates.

"Permitted Liens" means each of the Liens permitted pursuant toSection 6.3.

"Permitted Secured Indebtedness" as defined inSection 6.2(f).

"Permitted Secured Refinancing" as defined inSection 6.2(j).

"Permitted Senior Refinancing" as defined inSection 6.2(l).

"Permitted Subordinated Indebtedness" as defined inSection 6.2(i).

"Permitted Subordinated Refinancing" as defined inSection 6.2(k).

"Person" means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies,
limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not
legal entities, and Governmental Authorities.

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

"Pledged Equity Interests" as defined in the Guaranty and Collateral Agreement.

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

"Prime Rate" means the rate of interest per annum announced from time to time by CSFB as its prime commercial lending rate in effect at
its principal office in New York City. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. CSFB or any other Lender may make
commercial loans or other loans at rates of interest at, above or below the Prime Rate.

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"Principal Office" means, for each of Administrative Agent, Swingline Lender and Issuing Bank, such Person's "Principal Office" as set
forth onAppendix B, or such other office as such Person may from time to time designate in writing to Borrower, Administrative Agent and each
Lender.

"Projections" as defined inSection 5.2(c).

"Property" means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or
intangible, including Capital Stock.

"Pro Rata Share" means (i) with respect to all payments, computations and other matters relating to the Term Loan of any Lender,
the percentage obtained by dividing (a) the Term Loan Exposure of that Lender, by (b) the aggregate Term Loan Exposure of all Lenders; (ii) with respect to all payments,
computations and other matters relating to the Revolving Commitment or Revolving Loans of any Lender or any Letters of Credit issued or participations purchased therein by any Lender or any
participations in any Swingline Loans purchased by any Lender, the percentage obtained by dividing (a) the Revolving Loan Exposure of that Lender, by (b) the aggregate Revolving Loan
Exposure of all Lenders; and (iii) for all other purposes with respect to each Lender, the percentage obtained by dividing (a) an amount equal to the sum of the Term Loan Exposure and
the Revolving Loan Exposure of that Lender, by (b) an amount equal to the sum of the aggregate Term Loan Exposure and the aggregate Revolving Loan Exposure of all Lenders.

"Purchase Money Indebtedness" means, with respect to any Person, any Indebtedness of such Person to any seller or other Person incurred to
finance the acquisition, construction, installation or improvement of any real or personal tangible property that is incurred concurrently with or within 60 days following such acquisition,
construction, installation or improvement.

"Real Estate Asset" means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by any of Borrower or its
Restricted Subsidiaries in any real property.

"Recovery Event" means any cash settlement of or payment in excess of $5,000,000 in respect of any property or casualty insurance or any
condemnation proceeding relating to any asset of any of Borrower or its Restricted Subsidiaries.

"Refunded Swingline Loans" as defined inSection 2.3(b)(iv).

"Register" as defined inSection 2.7(b).

"Regulation D" means Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

"Regulation T" means Regulation T of the Board of Governors of the Federal Reserve System, as in effect from time to time.

"Regulation U" means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.

"Regulation X" means Regulation X of the Board of Governors of the Federal Reserve System, as in effect from time to time.

"Reimbursement Date" as defined inSection 2.4(d).

"Reimbursement Obligation" means the Obligation of Borrower to reimburse the Issuing Bank pursuant to Section 2.4(d)for amounts drawn under Letters of Credit.

"Reinvestment Deferred Amount" means, with respect to any Reinvestment Event, the aggregate Net Cash Proceeds that (i) are received
by Borrower or any of its Restricted Subsidiaries in connection therewith, and (ii) are not applied to prepay the Term Loans pursuant to Section 2.14(a)as a result of the delivery of a
Reinvestment Notice.

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

"Reinvestment Notice" means a written notice executed by an Authorized Officer of Borrower stating that no Default or Event of Default has
occurred and is continuing and that Borrower (directly or indirectly through a Wholly-Owned Subsidiary that is a Restricted Subsidiary to the extent otherwise permitted hereunder) intends and expects
to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire long-term productive assets of the general type used in the business of Borrower
and its Restricted Subsidiaries.

"Reinvestment Prepayment Amount" means, with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto lessany amount expended prior to the
relevant Reinvestment Prepayment Date to acquire long-term productive assets of the general type used
in the business of Borrower and its Restricted Subsidiaries.

"Reinvestment Prepayment Date" means, with respect to any Reinvestment Event, the earlier of (a) the date occurring 364 days
after such Reinvestment Event, and (b) the date on which Borrower shall have determined not to, or shall have otherwise ceased to, acquire long-term productive assets of the general
type used in the business of Borrower and its Restricted Subsidiaries with all or any portion of the relevant Reinvestment Deferred Amount.

"Related Fund" means, with respect to any Lender that is a fund engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course, any other fund so engaged that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such
investment advisor.

"Related Lender Assignment" has the meaning assigned to that term in Section 9.6(c).

"Release" means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal,
dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing
any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater.

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

"Replacement Lender" as defined inSection 2.21.

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

"Requirement of Law" means, as to any Person, such Person's obligations in respect of its Organizational Documents, the common law, or any
law, treaty, rule or regulation, judgment, decree or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding on such Person or any of its
Property or to which such Person or any of its Property is subject.

"Requisite Class Lenders" means, at any time of determination, (i) for the Class of Lenders having Term Loan
Exposure, Lenders holding more than 50% of the aggregate Term Loan Exposure of all Lenders,
and (ii) for the Class of Lenders having Revolving Loan Exposure, Lenders holding more than 50% of the aggregate Revolving Loan Exposure of all Lenders.

"Requisite Lenders" means one or more Lenders having or holding Term Loan Exposure or Revolving Loan Exposure and representing more than
50% of the sum of the aggregate Term Loan Exposure and the aggregate Revolving Loan Exposure of all Lenders.

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

"Restricted Payment" as defined inSection 6.6.

"Restricted Subsidiary" of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary. Unless otherwise
indicated, references herein to a Restricted Subsidiary shall mean a Restricted Subsidiary of Borrower.

"Revolving Commitment" means the commitment of a Lender to make or otherwise fund any Revolving Loan and to acquire participations in
Letters of Credit and Swingline Loans hereunder. The amount of each Lender's Revolving Commitment, if any, is set forth on Appendix A-2or in the applicable Assignment Agreement, subject to any
adjustment or reduction pursuant to the terms and conditions
hereof. The aggregate amount of all the Revolving Commitments as of the Closing Date is $100,000,000.

"Revolving Commitment Period" means the period from the Closing Date, to but excluding the Revolving Commitment Termination Date.

"Revolving Commitment Termination Date" means the earliest to occur of (i) May 10, 2009, (ii) the date the Revolving
Commitments are permanently reduced to zero pursuant toSection 2.13(b), and (iii) the date of the termination of the Revolving
Commitments pursuant toSection 7.1.

"Revolving Lender" means a Lender that has a Revolving Commitment.

"Revolving Loan Exposure" means, with respect to any Lender as of any date of determination, the sum of (a) the aggregate
outstanding principal amount of Revolving Loans of such Lender, (b) in the case of Issuing Bank, the aggregate Letter-of-Credit Usage (net of any participations therein
by the other Lenders), (c) the aggregate amount of all participations by such Lender in any outstanding Letters of Credit or any unreimbursed drawing under any Letter of Credit, (d) in
the case of Swingline Lender, the aggregate outstanding principal amount of all Swingline Loans (net of any participations therein by the other Lenders), and (e) the aggregate amount of all
participations by such Lender in any outstanding Swingline Loans.

"Revolving Loan" means a loan made by a Lender to Borrower pursuant toSection 2.2.

"Revolving Loan Note" means a promissory note in the form of Exhibit B-2, as it may be amended, supplemented or otherwise modified from time to time.

"S&P" means Standard & Poor's Ratings Group, a division of The McGraw Hill Corporation.

"SEC" means the Securities and Exchange Commission.

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

"Secured Parties" as defined in the Guaranty and Collateral Agreement.

"Securities" means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any
profit sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general
any instruments commonly known as "securities" or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to
subscribe to, purchase or acquire, any of the foregoing.

"Securities Act" means the Securities Act of 1933, as amended.

"Security Documents" means the Guaranty and Collateral Agreement, the Guaranty and Pledge Agreement, the Intellectual Property Security
Agreement, the Control Agreements (if any), the Mortgages and all other instruments, documents and agreements delivered by any Loan Party or Holdings pursuant to this Agreement or any of the other
Loan Documents in order to grant to

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Administrative
Agent, for the benefit of Secured Parties, a Lien on any Real Estate Asset or any other Property of such Loan Party or Holdings as security for the Obligations.

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

"Solvency Certificate" means a certificate of the chief financial officer of Borrower substantially in the form of Exhibit G-2.

"Solvent" means, with respect to any Person, that as of the date of determination, both (i) (a) the sum of such Person's
liabilities (including contingent liabilities) does not exceed the present fair saleable value of such Person's present assets; (b) such Person's capital is not unreasonably small in relation
to its business or with respect to any contemplated or undertaken transaction; and (c) such Person has not incurred and does not intend to incur, or believe (nor should it reasonably believe)
that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (ii) such Person is "solvent" within the meaning given that term and
similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the
amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of
whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

"Specified Change of Control" means a "Change of Control" as defined in, or any similar term in, any other document relating to
Indebtedness in an aggregate outstanding principal amount in excess of $25,000,000 permitted underSection 6.2(i), 6.2(k)or6.2(l).

"Sponsors" means, collectively, Oaktree Capital Management, LLC and Anschutz Company.

"Subordinated Debt" means, at any date, the aggregate principal amount of all Funded Debt of Borrower and its Restricted Subsidiaries at
such date that is incurred, assumed or permitted to exist pursuant toSection 6.2(i)or6.2(k),
determined on a consolidated basis in accordance with GAAP.

"Subsidiary" means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or
other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the
election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies
thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; providedthat, in determining the
percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a
"qualifying share" of the former Person shall be deemed to be outstanding. Unless otherwise indicated, references to a Subsidiary shall mean a Subsidiary of Borrower.

"Swingline Lender" means CSFB, in its capacity as Swingline Lender hereunder, together with its permitted successors and assigns in such
capacity.

"Swingline Loan" means a loan made by Swingline Lender to Borrower pursuant to Section 2.3.

"Swingline Note" means a promissory note in the form ofExhibit B-3, as
it may be amended, supplemented or otherwise modified from time to time.

"Swingline Sublimit" means the lesser of (i) $10,000,000, and (ii) the aggregate unused amount of Revolving Commitments then
in effect.

"Synthetic Lease Obligations" means all monetary obligations of a Person under (a) a so-called synthetic,
off-balance-sheet or tax-retention lease, or (b) an agreement for the use or possession of

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property
creating obligations that do not appear on the balance sheet of such Person but that, upon the insolvency or bankruptcy of such Person, would be characterized as Indebtedness of such Person
(without regard to accounting treatment).

"Tax" means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding of any nature and whatever
called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed;providedthat, "Tax on the overall net income" of a
Person shall be construed as a reference to a tax imposed by the jurisdiction in which that Person is organized or in which that Person's applicable principal office (or, in the case of a Lender, its
lending office) is located or in which that Person (or, in the case of a Lender, its lending office) is deemed to be doing business
on all or part of the net income, profits or gains (whether worldwide, or only insofar as such income, profits or gains are considered to arise in or to relate to a particular jurisdiction, or
otherwise) of that Person (or, in the case of a Lender, its applicable lending office).

"Tax Payment" as defined inSection 6.6(f).

"Tender Costs" means the fees, costs and expenses, in an aggregate amount not to exceed $66,200,000, payable by Regal Cinemas Bonds
Corporation in connection with the Tender Offer (including consent fees payable in connection therewith).

"Tender Offer" means the tender offer by Parent and Regal Cinemas Bonds Corporation prior to the Closing Date pursuant to which such
Persons offer to purchase all of the Existing Senior Subordinated Notes for an aggregate amount not to exceed $350,000,000plusTender Costs and accrued
and unpaid interest.

"Terminated Lender" as defined inSection 2.21.

"Term Loan" means a loan made by a Lender to Borrower pursuant toSection 2.1.

"Term Loan Commitment" means the commitment of a Lender to make or otherwise fund a Term Loan. The amount of each Lender's Term Loan
Commitment, if any, is set forth onAppendix A-1, subject to any adjustment or reduction pursuant to the terms and conditions hereof.
The aggregate amount of the Term Loan Commitments as of the Closing Date is $1,650,000,000.

"Term Loan Exposure" means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Term
Loans of such Lender.

"Term Loan Maturity Date" means the earlier of (i) November 10, 2010, and (ii) the date on which all Term Loans shall
become due and payable in full hereunder, whether by acceleration or otherwise.

"Term Loan Note" means a promissory note in the form ofExhibit B-1, as
it may be amended, supplemented or otherwise modified from time to time.

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

"Total Utilization of Revolving Commitments" means, as at any date of determination, the sum of (i) the aggregate principal amount
of all outstanding Revolving Loans (other than Revolving Loans made for the purpose of repaying any Refunded Swingline Loans or reimbursing Issuing Bank for any amount drawn under any Letter of
Credit, but not yet so applied), (ii) the aggregate principal amount of all outstanding Swingline Loans, and (iii) the Letter-of-Credit Usage.

"Transaction Costs" means the fees, costs and expenses, in an aggregate amount of approximately $18,000,000 payable by Borrower or any of
its Subsidiaries on or before the Closing Date in connection with the Closing Date Transactions and the other transactions contemplated by the Loan Documents.

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"Type" means, in reference to Loans, whether such Loan is a Base Rate Loan or a Eurodollar Rate Loan, it being understood that with
respect to Swingline Loans, only Base Rate Loans are possible hereunder.

"UA First-Tier Subsidiary" means, as of any date of determination, a UA Subsidiary in which Borrower or any Guarantor (or any
combination thereof) directly owns more than 50% of the Capital Stock of such UA Subsidiary.

"UA Subsidiaries" means United Artists Theatre Circuit, Inc., a Maryland corporation, and its Subsidiaries.

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

"UA Pass-Through Certificates Restriction" means restrictions under the UA Pass-Through Trust Documents that
prohibit the UA Subsidiaries from entering into the Guaranty and Collateral Agreement.

"UA Pass-Through Participation Agreement" means the Participation Agreement, dated as of December 13, 1995, between
United Artists Theatre Circuit, Inc., as Tenant, Wilmington Trust Company, as the Corporate Owner Trustee and the Corporate Remainderman Trustee, William J. Wade, as the Individual Owner
Trustee and the Individual Remainderman Trustee, Theatre Investors, Inc., as the Owner Participant, Northway Mall Associates LLC, as the Remainderman Participant, Alan B. Coffey as the
Individual Indenture Trustee and Fleet National Bank of Connecticut, as the Corporate Indenture Trustee and the Pass Through Trustee.

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

"UA Pass-Through Trust Documents" means the UA Pass-Through Certificate, the UA Pass-Through
Participation Agreement, the UA Pass-Through Trust Agreement, and related agreements and documents entered into in connection with the UA Pass-Through Trust Certificates.

"UCC" means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

"Unadjusted Eurodollar Rate Component" means that component of the interest costs to Borrower in respect of a Eurodollar Rate Loan that is
based on the rate obtained pursuant to clause (i) of the definition of Adjusted Eurodollar Rate.

"Unrestricted Subsidiary" means any Subsidiary that does not directly, indirectly, or beneficially own, hold or lease any Capital Stock
of, Subordinated Debt of, or own, or hold any Lien on, any Property of, Borrower or any of its Restricted Subsidiaries (or any direct holding company parent of Borrower) and that, at the time of
determination, shall be an Unrestricted Subsidiary (as designated by the board of directors of Borrower and of which Administrative Agent is notified); providedthat, such Subsidiary at the time of such
designation (a) has no Indebtedness other than Non-Recourse Debt permitted
hereunder; (b) is not a party to any agreement, contract, arrangement or understanding with Borrower or any of its Subsidiaries unless the terms of any such agreement, contract, arrangement or
understanding are no less favorable to Borrower or such Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not Affiliates of Borrower; (c) is a
Person as to which none of Borrower or any of its Restricted Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Capital Stock or (y) to maintain or
preserve such Person's financial condition or to cause such Person to achieve any specified level of operating results; and (d) has not guaranteed or otherwise directly or indirectly provided
credit support for any Indebtedness of Borrower or any of

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its
Restricted Subsidiaries. The board of directors of Borrower may designate any Unrestricted Subsidiary (including any affiliate that becomes an Unrestricted Subsidiary after the Closing Date) to be
a Restricted Subsidiary;providedthat, no Default or Event of Default is existing or will occur as a consequence thereof. If at any time any
Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary (or is redesignated by the board of directors of Borrower as a Restricted Subsidiary), it shall
thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement (and shall be a Restricted Subsidiary), any Indebtedness of such Subsidiary shall be deemed to be incurred by a
Restricted Subsidiary as of such date and any Investments in such Subsidiary shall be deemed to be Investments in a Restricted Subsidiary as of such date (and, if such Indebtedness or Investments are
not permitted to be incurred hereunder Borrower shall be in default under this Agreement). Restricted Subsidiaries of Borrower may not thereafter be designated as Unrestricted Subsidiaries.

"Weighted-Average Life to Maturity" means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by
dividing (i) the sum of the products of the number of years from
the date of determination to the dates of each successive scheduled principal payment of such Indebtedness multiplied by the amount of such payment, by (ii) the sum of all such payments.

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

"Wholly-Owned Subsidiary Guarantor" means any Guarantor that is a Wholly-Owned Subsidiary of Borrower.

1.2 Accounting Terms.Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall
have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by Borrower to Lenders pursuant toSections
5.1(a),5.1(b)and5.1(c)shall be prepared in accordance with GAAP as in effect
at the time of such preparation. Notwithstanding the foregoing, calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies
in conformity with those used to prepare the Historical Financial Statements.

1.3 Interpretation, Etc.Any of the terms defined herein may, unless the context otherwise requires, be used in the singular
or the plural, depending on the reference. The words "hereof," "herein," "hereto" and "hereunder" and words of similar import shall refer to this Agreement as a whole and not to any particular
provision of this Agreement. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless
otherwise specifically provided. The use herein of the word "include" or "including," when following any general statement, term or matter, shall not be construed to limit such statement, term or
matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as "without limitation" or "but not limited
to" or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general
statement, term or matter. Unless otherwise indicated, references to contracts or agreements shall mean such contracts or agreements as amended, restated, supplemented or otherwise modified from time
to time.

1.4 Relationship with Third Restated Credit Agreement.



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1.5 Confirmation/Ratification of Term Loans.Borrower hereby agrees that, as of the Closing Date, it is fully and truly
indebted to the Lenders for the full amount of the Term Loans stated herein. Furthermore, without limiting any of the other provisions of this Agreement, Borrower agrees that (i) the Converted
Term Loans, upon their conversion to Term Loans pursuant toSection 2.1(c), shall be subject to and shall benefit from all of the provisions of
this Agreement and the other Loan Documents applicable to the Term Loans, (ii) the Lenders who converted their Converted Term Loans into Term Loans pursuant to Section 2.1(c)shall constitute
"Lenders" hereunder and under the other Loan Documents, and (iii) the unpaid principal of and interest on
the Converted Term Loans that have been converted into Term Loans in accordance withSection 2.1(c)shall constitute "Obligations" hereunder and
under the other Loan Documents.

SECTION 2. LOANS AND LETTERS OF CREDIT

2.1 Term Loans.



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2.2 Revolving Loans.



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2.3 Swingline Loans.



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2.4 Issuance of Letters of Credit and Purchase of Participations Therein.



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2.5 Pro Rata Shares; Availability of Funds.



2.6 Use of Proceeds.The proceeds of the Term Loans made on the Closing Date and Borrower's available cash shall be applied
by Borrower to consummate the Closing Date Transactions, and fund

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working
capital and general corporate purposes, including Permitted Acquisitions. The proceeds of the Revolving Loans, Swingline Loans and Letters of Credit made after the Closing Date shall be
applied by Borrower for working capital and general corporate purposes of Borrower and its Subsidiaries;providedthat, Revolving Loans may not be used
to finance Permitted Acquisitions unless, at the time thereof, the aggregate unused amount of Revolving Commitments then in effectplusunrestricted and
unencumbered Cash and Cash Equivalents (it being understood that, Cash and Cash Equivalents subject to Liens granted under the Security Documents shall not be deemed to be restricted or encumbered as
a result thereof) held by Borrower and its Restricted Subsidiaries in excess of $30,000,000 is not less than $50,000,000. Letters of Credit shall be used solely to support payment obligations incurred
in the ordinary course of business by Borrower and its Restricted Subsidiaries. No portion of the proceeds of any Credit Extension shall be used in any manner that causes or might cause such Credit
Extension or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System or any other regulation
thereof or to violate the Exchange Act.

2.7 Evidence of Debt; Register; Lenders' Books and Records; Notes.



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2.8 Interest on Loans.



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2.9 Conversion/Continuation.



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2.10 Default Interest.If all or any portion of the principal amount of any Loan or Reimbursement Obligation shall not be
paid when due (whether at the stated maturity, by acceleration or otherwise), all outstanding Loans and Reimbursement Obligations (whether or not overdue) shall bear interest, from the date of such
nonpayment until such amount is paid in full, at a rate per annum that is equal to (x) in the case of the Loans, the rate that would otherwise be applicable thereto pursuant to Section 2.8(a)
 plus2.00%, or (y) in the case of Reimbursement Obligations, the rate applicable to Revolving Loans that are Base
Rate Loansplus2.00%. If all or a portion of any interest payable on any Loan or Reimbursement Obligation or any commitment fee or other amount payable
hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest, from the date of such nonpayment until such amount is paid
in full, at a rate per annum equal to the rate then applicable to Base Rate Loans under the relevant Class of Loansplus2.00% (or, in the case
of any such other amounts that do not relate to a particular Class of Loans, the rate then applicable to Revolving Loans that are Base Rate Loans plus2.00%).

2.11 Fees.



All
fees referred to in thisSection 2.11(a)shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent
shall promptly distribute to each Lender its Pro Rata Share thereof.



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2.12 Scheduled Payments.The principal amounts of the Term Loans shall be repaid in consecutive quarterly installments (each,
an "Installment") in the aggregate amounts set forth below on the last day of each calendar quarter (each, an "Installment
Date"), commencing June 30, 2004:

Installment Date

InstallmentJune 30, 2004

$
4,125,000September 30, 2004

$
4,125,000December 31, 2004

$
4,125,000March 31, 2005

$
4,125,000June 30, 2005

$
4,125,000September 30, 2005

$
4,125,000December 31, 2005

$
4,125,000March 31, 2006

$
4,125,000June 30, 2006

$
4,125,000September 30, 2006

$
4,125,000December 31, 2006

$
4,125,000March 31, 2007

$
4,125,000June 30, 2007

$
4,125,000September 30, 2007

$
4,125,000December 31, 2007

$
4,125,000March 31, 2008

$
4,125,000June 30, 2008

$
4,125,000September 30, 2008

$
4,125,000December 31, 2008

$
4,125,000March 31, 2009

$
4,125,000June 30, 2009

$
4,125,000September 30, 2009

$
4,125,000December 31, 2009

$
4,125,000March 31, 2010

$
4,125,000June 30, 2010

$
775,500,000Term Loan Maturity Date

$
775,500,000


Notwithstanding
the foregoing, (x) such Installments shall be reduced in connection with any voluntary or mandatory prepayments of the Term Loans, as the case may be, in accordance with Sections 2.13,2.14and2.15, as applicable; and
(y) the Term Loans, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Term Loan Maturity Date.

2.13 Voluntary Prepayments/Commitment Reductions.



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in
each case given to Administrative Agent or Swingline Lender, as the case may be, by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed in
writing to Administrative Agent (and Administrative Agent will promptly transmit such telephonic or original notice for Term Loans or Revolving Loans, as the case may be, by telefacsimile or telephone
to each Lender) or Swingline Lender, as the case may be. Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment
date specified therein. Any such voluntary prepayment shall be applied as specified inSection 2.15(a).



2.14 Mandatory Prepayments.



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2.15 Application of Prepayments/Reductions.



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2.16 General Provisions Regarding Payments.



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2.17 Ratable Sharing.Lenders hereby agree among themselves that, except as otherwise provided in the Security Documents with
respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and
applied in accordance with the terms hereof), through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the
Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of
principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such Lender hereunder or under the other Loan Documents (collectively, the
"Aggregate Amounts Due" to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such
other Lender, then the Lender receiving such proportionately greater payment shall (a) notify Administrative Agent and each other Lender of the receipt of such payment, and (b) apply a
portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously on the receipt by such seller of its portion of such
payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; providedthat, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon
the bankruptcy or reorganization of Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably
to the extent of such recovery, but without interest. Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all
rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrower to that holder with respect thereto as fully as if that holder were owed the amount of
the participation held by that holder.

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2.18 Making or Maintaining Eurodollar Rate Loans.



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2.19 Increased Costs; Capital Adequacy.



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2.20 Taxes; Withholding, Etc.



47

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2.21 Removal or Replacement of a Lender.Anything contained herein to the contrary notwithstanding, in the event that:
(a) (i) any Lender (an "Increased-Cost Lender") shall give notice to Borrower that such Lender is an Affected Lender or that
such Lender is entitled to receive payments underSection 2.18,2.19or 2.20, (ii) the
circumstances that have caused such Lender to be an Affected Lender or that entitle such Lender to receive such payments shall
remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after Borrower's request for such withdrawal; (b) (i) any Lender shall become
a Defaulting Lender, (ii) the Default Period for such Defaulting Lender shall remain in effect, and (iii) such Defaulting Lender shall fail to cure the default

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as
a result of which it has become a Defaulting Lender within five Business Days after Borrower's request that it cure such default; or (c) in connection with any proposed amendment,
modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated bySection 9.5(b)or 9.5(c), the consent of
Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a
"Nonconsenting Lender") whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender,
Defaulting Lender or Nonconsenting Lender (the "Terminated Lender"), Borrower may, by giving written notice to Administrative Agent and any Terminated
Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in
full to one or more Eligible Assignees (each a "Replacement Lender") reasonably acceptable to Administrative Agent in accordance with the provisions of Section 9.6, and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; providedthat, (1) on the date of such assignment,
 the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of
(A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been
funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time, and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such
Terminated Lender pursuant toSection 2.11; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated
Lender pursuant toSection 2.18(c),2.19or2.20,
or otherwise as if it were a prepayment; and (3) in the event such Terminated Lender is a Nonconsenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each
matter in respect of which such Terminated Lender was a Nonconsenting Lender;provided furtherthat, Borrower may not make such election with respect to
any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled.
Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender's Revolving Commitments, if any, such Terminated Lender shall no longer constitute a
"Lender" for purposes hereof;providedthat, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated
Lender. In the event any Terminated Lender fails to execute the agreements required underSection 9.6in connection with an assignment pursuant
to thisSection 2.21, Borrower may, upon three Business Days prior notice to such Terminated Lender, execute such agreements on behalf of such
Terminated Lender, and any such agreements so executed by Borrower, the Replacement Lender and Administrative Agent shall be effective for purposes of this Section 2.21and forSection 9.6.

SECTION 3. CONDITIONS PRECEDENT

3.1 Closing Date.The obligation of any Lender to make a Credit Extension on the Closing Date is subject to the satisfaction,
or waiver in accordance withSection 9.5, of the following conditions on or before the Closing Date:



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Each
Lender, by delivering its signature page to this Agreement and funding a Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan
Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Closing Date.

3.2 Conditions to Each Credit Extension.



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Any
Agent shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming
the satisfaction of any of the foregoing if, in the good faith judgment of such Agent such request is warranted under the circumstances.



SECTION 4. REPRESENTATIONS AND WARRANTIES

To induce the Agents, Lenders and Issuing Bank to enter into this Agreement and to make each Credit Extension hereunder, Borrower represents and warrants to each
Agent, Lender and Issuing Bank, on the Closing Date and on each Credit Date, that the following statements are true and correct:

4.1 Financial Condition.



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4.2 No Change.As of the Closing Date and since January 2, 2004, there has been no development or event that has had
or could reasonably be expected to have a Material Adverse Effect. Since the Closing Date, there has been no development or event that has had or could reasonably be expected to have a Material
Adverse Effect.

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

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

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

4.6 No Material Litigation.Except as set forth onSchedule 4.6, no
litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to Borrower's knowledge, threatened by or against Borrower or any of its Subsidiaries or
against any of their

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respective
properties or revenues (i) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby or (ii) that could reasonably be expected to
have a Material Adverse Effect.

4.7 No Default.Neither Borrower nor any of its Subsidiaries is in default under or with respect to any of its Contractual
Obligations in any respect that could reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.

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

4.9 Intellectual Property.



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

4.11 Federal Regulations.No part of the proceeds of the Loans or Letters of Credit will be used for purchasing or carrying
any "margin stock" (within the meaning of Regulation U) or for the purpose of purchasing, carrying or trading in any securities under such circumstances as to involve Borrower in a violation of
Regulation X or to involve any broker or dealer in a violation of Regulation T. No indebtedness being reduced or retired out of the proceeds of the Loans or Letters of Credit was or will
be incurred for the purpose of purchasing or carrying any "margin stock" (within the meaning of Regulation U). Following application of the proceeds of the Loans and Letters of Credit, "margin
stock" (within the meaning of Regulation U) does not constitute more than 25% of the value of the assets of Borrower and its consolidated Subsidiaries. None of the transactions contemplated by
this Agreement (including the direct and indirect use of proceeds of the Loans and Letters of Credit) will violate or result in a violation of Regulation T, Regulation U or
Regulation X. If requested by any Lender or Administrative Agent, Borrower will furnish to Administrative Agent and each Lender a statement to the foregoing effect in conformity with the
requirements of Regulation U.

4.12 Labor Matters.There are no strikes, stoppages, slowdowns or other labor disputes against Borrower or any of its
Subsidiaries pending or, to Borrower's knowledge, threatened that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect. Hours worked by and payment made to
employees of Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act of 1938, as amended, or any other applicable Requirement of Law dealing with such matters that
(individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect. All payments due from Borrower or any of its Subsidiaries on account of employee health and welfare
insurance that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect if not paid have been paid or accrued as a liability on the books of Borrower or the
relevant Subsidiary.

4.13 ERISA.Neither a Reportable Event nor an "accumulated funding deficiency" (within the meaning of Section 412 of
the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each
Plan has complied in all material respects with all applicable provisions of ERISA and the Code. No termination of a Single-Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has
arisen, during such five-year period. The present value of all accrued benefits under each Single-Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last
annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount.
Neither Borrower nor any Commonly-Controlled Entity has had a complete or partial withdrawal from any

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Multiemployer
Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither Borrower nor any Commonly-Controlled Entity would become subject to any
material liability under ERISA if Borrower or any such Commonly-Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on
which this representation is made or deemed made. No such Multiemployer Plan is in Reorganization or Insolvent.

4.14 Investment Company Act; Other Regulations.Neither Holdings nor any Loan Party is (a) an "investment company," or
a company "controlled" by an "investment company," within the meaning of the Investment Company Act of 1940, as amended or (b) a "holding company," an "affiliate" of a "holding company" or a
"subsidiary company" of a "holding company," as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935, as amended. Neither Holdings nor any Loan Party is subject
to regulation under any Requirement of Law (other than Regulation X) that limits or conditions its ability to incur Indebtedness.

4.15 Subsidiaries.



4.16 Use of Proceeds.The proceeds of the Term Loans, Revolving Loans and the Letters of Credit shall be used in accordance
withSection 2.6.

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



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

4.19 Security Documents.



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

4.21 Senior Indebtedness.The Obligations (including the Guarantied Obligations) constitute "Senior Indebtedness" and
"Permitted Indebtedness" under and as defined in the documents relating to any Permitted Subordinated Indebtedness and any Permitted Subordinated Refinancing. The Liens of Administrative Agent for the
benefit of the Secured Parties on the Collateral are permitted under the terms of the documents relating to any Permitted Subordinated Indebtedness, any Permitted Subordinated Refinancing and any
Permitted Senior Refinancing.

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

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

4.24 Real Estate.



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4.25 Permits.



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4.26 Leases.



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SECTION 5. AFFIRMATIVE COVENANTS

Borrower hereby agrees that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any
Lender or any Agent hereunder, Borrower shall, and shall cause its Restricted Subsidiaries to:

5.1 Financial Statements and Other Reports.Deliver to Administrative Agent and Lenders:



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

5.2 Certificates and Other Information.Deliver to Administrative Agent and Lenders, or, in the case of
clause (g) below, to the relevant Lender:



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5.3 Payment of Obligations.Borrower will, and will cause each of its Subsidiaries to, to the extent not otherwise prohibited
hereunder or prohibited by the subordination or intercreditor provisions thereof, pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all
its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with
respect thereto have been provided on the books of Borrower and its Restricted Subsidiaries, as the case may be, to the extent that the failure to pay, discharge or otherwise satisfy such obligations
could not reasonably be expected to have a Material Adverse Effect.

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

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5.5 Maintenance of Properties; Leases; Insurance.



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5.6 Inspection of Property; Books and Records; Discussions.(a) Keep proper books of records and account in which
full, true and correct entries in conformity with GAAP (or, in the case of any Foreign Subsidiary, generally accepted accounting principles in such Foreign Subsidiary's jurisdiction of organization)
and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities, and (b) permit any representatives designated by Administrative Agent or
any Lender to visit and inspect the financial records and the property of such Loan Party at reasonable times during normal business hours and upon reasonable advance notice (no more frequently
than twice during any Fiscal Year and at the sole cost and expense of the Lenders, unless a Default or Event of Default shall have occurred and be continuing) and to make extracts from and copies of
such financial records, and permit any representatives designated by Administrative Agent or any Lender to discuss the affairs, finances and condition of any Loan Party with and be advised as to the
same by the officers thereof and the independent accountants therefor.

5.7 Notices.Promptly (or sooner, if so indicated) after an Authorized Officer obtains knowledge thereof, give notice to
Administrative Agent (who shall transmit such information to the Lenders), of:



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

5.8 Environmental Laws.



5.9 Additional Collateral, Etc.



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5.10 Use of Proceeds.Use the proceeds of the Loans only for the purposes specified in Section 2.6.

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

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

5.13 Interest Rate Protection.Not later than 60 days after the Closing Date, Borrower shall enter into one or more
Hedge Agreements in form and substance reasonably satisfactory to Administrative Agent, such that at least 40% of the aggregate principal amount of Borrower's long-term Funded Debt is
subject to either a fixed interest rate or protection against fluctuations in interest rates.

5.14 Maintenance of Rating.Maintain a rating in respect of the credit facilities provided hereby by S&P and by Moody's.

5.15 Further Assurances.



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5.16 Cancellation of Existing Senior Subordinated Notes.

Cause
all Existing Senior Subordinated Notes acquired pursuant to the Tender Offer to be cancelled or retired within ten Business Days following the closing of Tender Offer (such that
the Borrower shall have no further liability with respect to such Existing Senior Subordinated Notes).

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SECTION 6. NEGATIVE COVENANTS

Borrower covenants and agrees that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to
any Lender or any Agent hereunder, Borrower shall not, nor shall it permit any of its Restricted Subsidiaries (and, with respect toSection 6.2,
Unrestricted Subsidiaries) to, directly or indirectly:

6.1 Financial Covenants.



Fiscal Quarter Ending

Consolidated Adjusted Leverage Ratio2nd Fiscal Quarter of 2004 through
4th Fiscal Quarter of 2004

6.00:1.001st Fiscal Quarter of 2005 through
4th Fiscal Quarter of 2005

5.75:1.001st Fiscal Quarter of 2006 through
4th Fiscal Quarter of 2006

5.50:1.001st Fiscal Quarter of 2007 and thereafter

5.25:1.00




Fiscal Quarter Ending

Consolidated Leverage Ratio2nd Fiscal Quarter of 2004 through
4th Fiscal Quarter of 2004

4.00:1.001st Fiscal Quarter of 2005 through
4th Fiscal Quarter of 2005

3.75:1.001st Fiscal Quarter of 2006 through
4th Fiscal Quarter of 2006

3.50:1.001st Fiscal Quarter of 2007 and thereafter

3.25:1.00




6.2 Indebtedness.Directly or indirectly create, incur, assume, guarantee, or suffer to exist any Indebtedness, except:



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6.3 Liens.Create, incur, assume or permit to exist any Lien on any of its Property, whether now owned or hereafter acquired,
or any income or profits therefrom, except for:



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



6.5 Limitation on Disposition of Property.Dispose of any Property of Borrower or any of its Restricted Subsidiaries
(including receivables and leasehold interests), whether now owned or hereafter acquired, including, in the case of any Restricted Subsidiary, issuing or selling any shares of such Restricted
Subsidiary's Capital Stock to any Person, except for, subject to compliance with the requirements ofSection 2.14(a):



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6.6 Limitation on Restricted Payments.Declare or pay any dividend (other than dividends payable solely in Capital Stock that
is not Disqualified Stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption,
defeasance, retirement or other acquisition of, any Capital Stock of Borrower or any of its Restricted Subsidiaries, whether now or hereafter outstanding, or make any other distribution in respect
thereof, either directly or indirectly, whether in cash or property or in obligations of Borrower or any of its Restricted Subsidiaries, or enter into any derivatives or other transaction with any
financial institution, commodities or stock exchange or clearinghouse (a "Derivatives Counterparty") obligating Borrower or any of its Restricted
Subsidiaries to make payments to such Derivatives Counterparty as a result of any change in market value of any such Capital Stock (collectively, "Restricted
Payments"), except that the following Restricted Payments may be made:



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6.7 Limitation on Capital Expenditures.Make or commit to make any Capital Expenditure in any Fiscal Year, except:
(a) Capital Expenditures of Borrower or Restricted Subsidiaries of Borrower in the ordinary course of business not exceeding an amount equal to Consolidated EBITDA of Borrower and its
Restricted Subsidiaries for the prior Fiscal Year multiplied by 0.35;providedthat, (w) such amount shall be increased with respect to any
Restricted Subsidiary acquired, or any assets acquired in a Permitted Acquisition, in each case in the then current Fiscal Year, by an amount equal to (i) Consolidated EBITDA of such acquired
Restricted Subsidiary (calculated by reference to such acquired Restricted Subsidiary and its Restricted Subsidiaries only) during the last fiscal year of such

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Restricted
Subsidiary for which audited financial statements are available, or (ii) the Consolidated EBITDA that would have been attributable to such acquired assets during the prior fiscal
year (as reasonably determined by Borrower and approved by Administrative Agent), in each case, multiplied by 0.35, multiplied by a fraction, the numerator of which is 365 minusthe number of days
that elapsed in the then current Fiscal Year of Borrower prior to such acquisition, and the denominator of which is 365,
(x) the amount available for Capital Expenditures in any Fiscal Year pursuant to this clause (a) and unused in such Fiscal Year may be carried forward to the immediately following
Fiscal Year and may be used in such following Fiscal Year only (it being understood that unused amounts under the Existing Credit Agreement with respect to Fiscal Year 2003 may be carried forward to
Fiscal Year 2004), (y) such carried forward amount will be used first in such following Fiscal Year, prior to using the amount otherwise available in such Fiscal Year pursuant to this
clause (a), and (z) the maximum amount available of Capital Expenditures in any Fiscal Year that may be carried forward to the immediately following Fiscal Year shall not exceed the
amount available for Capital Expenditures in such first Fiscal Year (without taking into account any amount carried over from the previous Fiscal Year); and (b) Capital Expenditures of Borrower
and its Restricted Subsidiaries to the extent of any Net Cash Proceeds received by Borrower as a capital contribution or from issuances or sales to Holdings of Capital Stock of Borrower, in each case
after the Closing Date, to the extent that (x) such Net Cash Proceeds are not required to be applied to repay Loans pursuant to Sections 2.14(b)and2.15, and (y) Borrower could make a Restricted Payment of the same
amount pursuant toSection 6.6(e)(it being understood that any such Capital Expenditures shall, without duplication, reduce
dollar-for-dollar the amount available for Restricted Payments underSection 6.6(e)). Permitted Acquisitions made in
accordance withSection 6.8(f)shall not be deemed to be Capital Expenditures for the purposes of this Section 6.7.

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



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6.9 Limitation on Optional Payments and Modifications of Indebtedness and Organizational Documents.(a) Make or offer
to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, any Indebtedness, or segregate funds for any such payment,
prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any Derivatives Counterparty obligating Borrower or any of its Subsidiaries to make payments to
such Derivatives Counterparty as a result of any change in market value of such Indebtedness (which shall not include Hedge Agreements for purposes of this Section 6.9), other than (i) the
prepayment, repurchase, redemption or defeasance of Indebtedness (including any offer related thereto)
incurred hereunder or underSection 6.2(b),6.2(c), 6.2(d)or6.2(m), (ii) the prepayment, repurchase, redemption or defeasance (including any offer
related thereto) of Indebtedness (other than that referred to in clause (i)) to the extent Borrower could make a Restricted Payment of the same amount pursuant to Section 6.6(it being
understood that any such payment shall, without duplication, reduce dollar-for-dollar the amount
available for Restricted Payments underSection 6.6(e)), (iii) offers to make any voluntary payment, prepayment, repurchase, redemption or
defeasance that are conditioned upon approval of the Requisite Lenders, and (iv) refinancings (including pursuant to prepayment, repurchase, redemption or defeasance) of Indebtedness permitted
pursuant toSections 6.2(i),6.2(k)and6.2(l);
(b) without the prior consent of the Administrative Agent, amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms
(including the subordination terms) of any Indebtedness incurred underSections 6.2(i),6.2(k)and6.2(l)(other than any such amendment, modification, waiver or other change that (i) is no less favorable to Borrower, its Restricted
Subsidiaries and the Secured Parties than the provision so amended, modified or waived in any material respect, or (ii) (x) would extend the maturity or reduce the amount of any payment
of principal thereof, reduce the rate or extend the date for payment of interest thereon or provide for the addition of guarantors as permitted under this Agreement and (y) does not involve the
payment of a consent fee); (c) take any action to designate any Indebtedness (other than the Obligations and Indebtedness permitted under Section 6.2(1)) as "Designated Senior Indebtedness"
(or any similar term referring to specifically enumerated Indebtedness entitled to block
payments in respect of Permitted Subordinated Indebtedness or

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Permitted
Subordinated Refinancing) for the purposes of any documents relating to Permitted Subordinated Indebtedness or Permitted Subordinated Refinancing; or (d) without the consent of
Administrative Agent (not to be unreasonably withheld or delayed), amend or permit the amendment of its Organizational Documents in any manner that could reasonably be expected to be adverse to the
Lenders;providedthat, this clause (d) shall not prohibit the consummation of any transaction permitted by Section 6.4.

6.10 Limitations on Transactions with Affiliates.Enter into any transaction, including any purchase, sale, lease or exchange
of Property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than Borrower or any Wholly-Owned Subsidiary that is a Restricted
Subsidiary) unless such transaction is (a) otherwise permitted under this Agreement, (b) in the ordinary course of business of Borrower or such Restricted Subsidiary, as the case may be
(it being understood that Permitted Acquisitions shall be deemed to be in the ordinary course of business), and (c) on fair and reasonable terms no less favorable to Borrower or such Restricted
Subsidiary, as the case may be, than it would obtain in a comparable arm's length transaction with a Person that is not an Affiliate. Notwithstanding the foregoing, this Section 6.10shall not
prevent (x) Borrower or its Restricted Subsidiaries from (i) making Restricted Payments permitted underSection 6.6, or (ii) making Investments permitted bySections 6.8(g), 6.8(i),6.8(j)(with respect to Unrestricted Subsidiaries or Foreign Subsidiaries), 6.8(m)and6.8(n), or (y) the issuance
of Capital Stock by Borrower to Holdings.

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

6.12 Limitation on Changes in Fiscal Periods.Change the Fiscal Year or method of determining Fiscal Quarters, in each case,
without the prior written consent of Administrative Agent, except that Borrower may change its Fiscal Year to a Fiscal Year that commences on each January 1 and ends on each December 31.

6.13 Limitation on Negative Pledge Clauses.Enter into or suffer to exist or become effective any agreement that prohibits or
limits the ability of Borrower or any of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien on any of its Property or revenues, whether now owned or hereafter acquired,
to secure the Obligations or, in the case of any Guarantor, its obligations under the Guaranty and Collateral Agreement, other than (a) this Agreement and the other Loan Documents,
(b) any agreements governing any purchase money Liens, Capital Lease Obligations, EITF 97-10 Capital Lease Obligations or other secured indebtedness otherwise permitted hereby (in
which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreements relating to Acquired Indebtedness permitted pursuant to Section 6.2(d)(ii)or refinancings thereof pursuant toSection 6.2(d)(iii)(so long as
such restrictions are no more burdensome or restrictive than those contained in the Acquired Indebtedness so refinanced) (in each case, to the extent such agreements do not conflict with the
provisions ofSection 5.9), (d) customary nonassignment provisions or other restrictions on Liens arising under leases, subleases,
licenses, joint venture agreements and other contracts entered into in the ordinary course of business, (e) exceptions set forth in the "Pledged Stock" definition contained in the Guaranty and
Collateral Agreement and exceptions relating to the Capital Stock of Persons that are not Restricted Subsidiaries, and (f) during the period that the UA Pass-Through Certificates
Restriction is in effect, restrictions with respect to the UA Subsidiaries contained in the UA Pass-Through Trust Documents.

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6.14 Limitation on Restrictions on Subsidiary Distributions, Etc.Enter into or suffer to exist or become effective any
consensual encumbrance or restriction on the ability of Borrower or any of its Restricted Subsidiaries (or, in the case of clause (a) only, any Restricted Subsidiary) to (a) make
Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, Borrower or any other Restricted Subsidiary, (b) make Investments
in Borrower or any Restricted Subsidiary or (c) transfer any of its assets to Borrower or any Restricted Subsidiary, in each case, except for such encumbrances or restrictions existing under or
by reason of (A) any restrictions existing under the Loan Documents, (B) any restrictions under Indebtedness permitted under Sections 6.2(i),6.2(k)and6.2(l),
(C) any restrictions under Acquired Indebtedness permitted underSection 6.2(d)(ii)or refinancings thereof pursuant to Section 6.2(d)(iii)(so long as such restrictions are no more burdensome or restrictive than those contained in the Acquired Indebtedness so
refinanced), (D) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially
all of the Capital Stock or assets of such Restricted Subsidiary, (E) customary non-assignment provisions or other restrictions on Liens arising under leases, subleases, licenses,
joint venture agreements and other contracts entered into in the ordinary course of business, (F) any agreements governing any purchase money Liens, Capital Lease Obligations, EITF
97-10 Capital Lease Obligations or other secured indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed
thereby), (G) exceptions set forth in the "Pledged Stock" definition contained in the Guaranty and Collateral Agreement and exceptions relating to the Capital Stock of Persons that are not
Restricted Subsidiaries, and (H) during the period that the UA Pass-Through Certificates Restriction is in effect, restrictions with respect to the UA Subsidiaries contained in the
UA Pass-Through Trust Documents.

6.15 Limitation on Lines of Business.Enter into any business, either directly or through any Subsidiary, except for those
businesses in which Borrower and its Subsidiaries are engaged on the Closing Date or that are reasonably related thereto (each, a "Line of Business").

6.16 Limitation on Hedge Agreements.Enter into any Interest Rate Agreement other than Hedge Agreements reasonably
satisfactory to Administrative Agent.

6.17 Limitation on Terminations of Leases.Permit or cause any termination prior to the scheduled expiration of any lease of
any Real Estate Asset subject to a Mortgage without the prior written consent of Administrative Agent (which consent shall not be unreasonably withheld), to the extent that (x) the cost of any
such termination payment is $10,000,000 or more individually, or (y) the cost of such termination payments exceed $20,000,000 in the aggregate in any Fiscal Year; providedthat, nothing in thisSection 6.17shall prohibit any Disposition permitted pursuant toSection 6.5.

6.18 Limitation on Issuance of Preferred Stock.Issue any Preferred Stock (including Disqualified Stock).

SECTION 7. EVENTS OF DEFAULT

7.1 Events of Default.If any one or more of the following conditions or events shall occur:



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THEN,
(1) upon the occurrence of any Event of Default described inSection 7.1(f)or 7.1(g), automatically, and (2) upon the occurrence of any
other Event of Default, at the request of (or with the consent of) Requisite Lenders,
upon notice to Borrower by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Letter
of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind,
all of which are hereby expressly waived by each Loan Party: (I) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal to the maximum amount that may at
any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to
present, the drafts or other documents or certificates required to draw under such Letters of Credit), and (III) all other Obligations;providedthat, the foregoing shall not affect in any way the obligations of Lenders underSection 2.3(b)(iv)or 2.4(e); (C) Administrative Agent may
enforce any and all Liens and security interests created pursuant to Security Documents; and
(D) Administrative Agent shall direct Borrower to pay (and Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 7.1(f)and7.1(g)to pay) to Administrative Agent such additional amounts of cash, to be
held as security for Borrower's reimbursement Obligations in respect of Letters of Credit then outstanding, equal to the Letter-of-Credit Usage at such time.

SECTION 8. AGENTS

8.1 Appointment of Agents.CSFB is hereby appointed the Arranger and Administrative Agent hereunder and under the other Loan
Documents, and each Lender hereby authorizes CSFB to act in

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such
capacities as its agent in accordance with the terms hereof and thereof. Each Agent hereby agrees to act on the express conditions contained herein and the other Loan Documents, as applicable.
The provisions of thisSection 8are solely for the benefit of Agents and Lenders and no Loan Party shall have any rights as a third-party
beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have
assumed any obligation towards or relationship of agency or trust with or for Borrower or any of its Subsidiaries. Each of Arranger and Administrative Agent, without consent of or notice to any party
hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, Arranger shall have no obligations but shall be entitled to the benefits of this Section 8.

8.2 Powers and Duties.Each Lender irrevocably authorizes each Agent to take such action on such Lender's behalf and to
exercise such powers, rights and remedies hereunder and under the other Loan Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such
powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Loan Documents. Each
Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Loan Documents, a fiduciary
relationship in respect of any Lender; and nothing herein or any of the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose on any Agent any obligations in
respect hereof or any of the other Loan Documents except as expressly set forth herein or therein.

8.3 General Immunity.



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8.4 Agents Entitled to Act as Lender.The agency hereby created shall in no way impair or affect any of the rights and powers
of, or impose any duties or obligations on, any Agent in its individual capacity as a Lender hereunder. With respect to its participation in the Loans and the Letters of Credit, each Agent shall have
the same rights and powers hereunder as any other Lender and may exercise the same as if it were not performing the duties and functions delegated to it hereunder, and the term "Lender" shall, unless
the context clearly otherwise indicates, include each Agent in its individual capacity. Any Agent and its Affiliates may accept deposits from, lend money to, own securities of, and generally engage in
any kind of banking, trust, financial advisory or other business with Borrower or any of its Affiliates as if it were not performing the duties specified herein, and may accept fees and other
consideration from Borrower for services in connection herewith and otherwise without having to account for the same to Lenders.

8.5 Lenders' Representations, Warranties and Acknowledgment.



8.6 Right to Indemnity.Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent, to the
extent that such Agent shall not have been reimbursed by any Loan Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses
(including reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against such Agent in exercising its powers,
rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other
Loan Documents;providedthat, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements to the extent they are found in a final, nonappealable judgment of a court of competent jurisdiction to have resulted primarily from such Agent's
gross negligence or willful misconduct. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for
additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished;providedthat, in no
event shall

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this
sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender's Pro
Rata Share thereof; andprovided furtherthat, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability,
obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

8.7 Successor Administrative Agent and Swingline Lender.Administrative Agent may resign at any time by giving
30 days' prior written notice thereof to Lenders and Borrower. Upon any such notice of resignation, Requisite Lenders shall have the right, upon five Business Days' notice to Borrower, to
appoint a successor Administrative Agent, which successor Administrative Agent shall (unless a Default or Event of Default shall have occurred and be continuing) be subject to Borrower's approval,
which approval shall not be unreasonably withheld or delayed. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor
Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall
promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Security Documents, together with all records and other documents
necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Loan Documents, and (ii) execute and deliver to such successor
Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent
of the security interests created under the Security Documents, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring
Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of thisSection 8shall inure to its benefit as
to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. Any resignation or removal of Administrative Agent pursuant to this Section shall also constitute
the resignation or removal of CSFB or its successor as Swingline Lender and Issuing Bank, and any successor Administrative Agent appointed pursuant to this Section 8.7shall, upon its acceptance of
such appointment, become the successor Swingline Lender and Issuing Bank for all purposes hereunder. In
such event (a) Borrower shall prepay any outstanding Swingline Loans made by the retiring Administrative Agent in its capacity as Swingline Lender, (b) upon such prepayment, the retiring
Administrative Agent and Swingline Lender shall surrender any Swingline Note held by it to Borrower for cancellation, and (c) Borrower shall issue, if so requested by successor
Administrative Agent and Swingline Loan Lender, a new Swingline Note to the successor Administrative Agent and Swingline Lender, in the principal amount of the Swingline Loan Sublimit then in
effect and with other appropriate insertions.

8.8 Security Documents and Guaranty.



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SECTION 9. MISCELLANEOUS

9.1 Notices.Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to
be given to a Loan Party, or any Agent, Lender or Issuing Bank, shall be sent to such Person's address as set forth onAppendix Bor in the other
relevant Loan Document, and in the case of any Lender, the address as indicated onAppendix Bor otherwise indicated to Administrative Agent in
writing. Each notice hereunder shall be in writing and may be personally served, or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered
in person or by courier service and signed for against receipt thereof, upon receipt of telefacsimile, or three Business Days after depositing it in the United States mail with postage prepaid and
properly addressed;providedthat, no notice to any Agent shall be effective until received by such Agent. Notices and other communications to the
Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by Administrative Agent;providedthat, the
foregoing shall not apply to notices pursuant toSection 2unless otherwise agreed by Administrative Agent and the applicable Lender.
Administrative Agent or Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; providedthat, approval of such procedures may be limited to particular notices or communications.

9.2 Expenses.Whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to pay promptly
(a) all the actual and reasonable costs and expenses of preparation of the Loan Documents and any consents, amendments, waivers or other modifications thereto; (b) all the costs of
furnishing all opinions by counsel for Borrower and the other Loan Parties; (c) the reasonable fees, expenses and disbursements of counsel to Agents (in each case including allocated costs of
internal counsel) in connection with the negotiation, preparation, execution and administration of the Loan Documents and any consents, amendments, waivers or other modifications thereto and any other
documents or matters requested by Borrower; (d) all the actual costs and reasonable expenses of creating and perfecting Liens in favor of Administrative Agent, for the benefit of Lenders
pursuant hereto, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel
to each Agent and of counsel providing any opinions that any Agent or Requisite Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents; (e) all
the actual costs and reasonable fees, expenses and disbursements of any auditors, accountants, consultants or appraisers; (f) all the actual costs and reasonable expenses (including the
reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by Administrative Agent and its counsel) in connection with the custody or
preservation of any of the

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Collateral;
(g) all other actual and reasonable costs and expenses incurred by each Agent in connection with the syndication of the Loans and Commitments and the negotiation, preparation and
execution of the Loan Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby; and (h) after the occurrence of a Default or an
Event of Default, all costs and expenses, including reasonable attorneys' fees (including allocated costs of internal counsel) and costs of settlement, incurred by any Agent and Lenders in enforcing
any Obligations of or in collecting any payments due from any Loan Party hereunder or under the other Loan Documents by reason of such Default or Event of Default (including in connection with the
sale of, collection from, or other realization on any of the Collateral or the enforcement of the Guaranty) or in connection with any refinancing or restructuring of the credit arrangements provided
hereunder in the nature of a "work out" or pursuant to any insolvency or bankruptcy cases or proceedings.

9.3 Indemnity.



9.4 Set-Off.In addition to any rights now or hereafter granted under applicable law and not by way of limitation
of any such rights, upon the occurrence of any Event of Default each Lender is hereby authorized by each Loan Party at any time or from time to time subject to the consent of Administrative Agent
(such consent not to be unreasonably withheld or delayed), without notice to any Loan Party or to any other Person (other than Administrative Agent), any such notice being hereby expressly waived, to
set off and to appropriate and to apply any and all deposits (general or special,

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including
Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by such Lender to or
for the credit or the account of any Loan Party against and on account of the obligations and liabilities of any Loan Party to such Lender hereunder, the Letters of Credit and participations therein
and under the other Loan Documents, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with any other Loan
Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans or any amounts in respect of the
Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant toSection 2and although such obligations and
liabilities, or any of them, may be contingent or unmatured.

9.5 Amendments and Waivers.



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9.6 Successors and Assigns; Participations.



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9.7 Independence of Covenants.All covenants hereunder shall be given independent effect so that if a particular action or
condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the
occurrence of a Default or an Event of Default if such action is taken or condition exists.

9.8 Survival of Representations, Warranties and Agreements.All representations, warranties and agreements made herein shall
survive the execution and delivery hereof and the making of any Credit Extension. Notwithstanding anything herein or implied by law to the contrary, the agreements of each Loan Party set forth in Sections 2.18(c),2.19,2.20,9.2,9.3and9.4and the agreements of Lenders set forth
inSections 2.17,9.3(b)and9.6shall survive
the payment of the Loans, the cancellation or expiration of the Letters of Credit and the reimbursement of any amounts drawn thereunder, and the termination hereof.

9.9 No Waiver; Remedies Cumulative.No failure or delay on the part of any Agent or any Lender in the exercise of any power,
right or privilege hereunder or under any other Loan Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or
partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. The rights, powers and remedies given to each Agent and
each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Loan Documents
or any of the Hedge Agreements. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be
construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

9.10 Marshalling; Payments Set Aside.Neither any Agent nor any Lender shall be under any obligation to marshal any assets in
favor of any Loan Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Loan Party makes a payment or payments to Administrative Agent or Lenders
(or to Administrative Agent, on behalf of Lenders), or Administrative Agent or Lenders enforce any security interests or exercise their rights of set-off, and such payment or payments or
the proceeds of such enforcement or set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a
trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof
originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been
made or such enforcement or set-off had not occurred.

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

9.12 Obligations Several; Independent Nature of Lenders' Rights.The obligations of Lenders hereunder are several and no
Lender shall be responsible for the obligations or Commitment of any other Lender hereunder. Nothing contained herein or in any other Loan Document, and no action taken by Lenders pursuant hereto or
thereto, shall be deemed to constitute Lenders as a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a
separate and independent debt, and each Lender shall be entitled to protect

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and
enforce its rights arising out hereof and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose.

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

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

9.15 CONSENT TO JURISDICTION.ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY LOAN PARTY ARISING OUT OF OR RELATING HERETO OR
ANY OTHER LOAN DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING
THIS AGREEMENT, EACH LOAN PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (a) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS,
(b) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, (c) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, TO THE APPLICABLE LOAN PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITHSECTION 9.1, (d) AGREES THAT SERVICE AS PROVIDED IN
CLAUSE (c) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE LOAN PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE
IN EVERY RESPECT, AND (e) AGREES AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY IN THE COURTS OF ANY
OTHER JURISDICTION.

9.16 WAIVER OF JURY TRIAL.EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED ON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE
LENDER/COMPANY RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE
SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A
MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS
RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED, WHETHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY
REFERRING TO THISSECTION 9.16AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER.

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THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

9.17 Confidentiality.Each Lender shall hold all nonpublic information regarding Borrower and its Subsidiaries and their
businesses identified as such by Borrower and obtained by such Lender pursuant to the requirements hereof in accordance with such Lender's customary procedures for handling confidential information of
such nature, it being understood and agreed by Borrower that, in any event, a Lender may make (i) disclosures of such information to Affiliates of such Lender and to their agents and advisors
(and to other persons authorized by a Lender or Agent to organize, present or disseminate such information in connection with disclosures otherwise made in accordance with this Section 9.17),
(ii) disclosures of such information reasonably required by any bona fide or potential assignee, transferee or participant
in connection with the contemplated assignment, transfer or participation by such Lender of any Loans or any participations therein or by any direct or indirect contractual counterparties (or the
professional advisors thereto) in Hedge Agreements (providedthat, such counterparties and advisors are advised of and agree to be bound by the
provisions of thisSection 9.17), (iii) disclosure to any rating agency when required by it, providedthat, prior to any disclosure, such rating
agency shall undertake in writing to preserve the confidentiality of any confidential information
relating to the Loan Parties received by it from any Agent or any Lender, (iv) disclosures required or requested by any governmental agency, self-regulatory organization or
representative thereof or by The National Association of Insurance Commissioners (or its successor) or pursuant to legal or judicial process;providedthat, unless specifically prohibited by applicable law or court order, each Lender shall make reasonable efforts to notify Borrower of any request by any governmental agency,
self-regulatory organization or representative
thereof (other than any such request in connection with any examination of the financial condition, compliance examination or other routine examination of such Lender by such governmental agency) for
disclosure of any such nonpublic information prior to disclosure of such information, and (v) in connection with the exercise of any remedy or any enforcement action hereunder or under any
other Loan Document.

9.18 Usury Savings Clause.Notwithstanding any other provision herein, the aggregate interest rate charged with respect to
any of the Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate. If the rate of interest
(determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the
Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest that would have been due hereunder if the stated rates of interest set forth in this Agreement had at
all times been in effect. In addition, if when the Loans made hereunder are repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total
amount of interest that would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, Borrower shall
pay to Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been
in effect. Notwithstanding the foregoing, it is the intention of Lenders and Borrower to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives
any consideration that constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender's option be
applied to the outstanding amount of the Loans made hereunder or be refunded to Borrower.

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

104

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

9.21 Integration.This Agreement and the other Loan Documents represent the entire agreement of Holdings, Borrower, the
Subsidiaries of Borrower, Administrative Agent and the Lenders with respect
to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by Administrative Agent or any Lender relative to the subject matter hereof not
expressly set forth or referred to herein or in the other Loan Documents.

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



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

9.24 Existing Agreements Superseded; Exhibits and Schedules.As and to the extent set forth in Section 1.3, the Third Restated Credit Agreement is superseded by this Agreement, which has been executed in renewal, amendment, restatement and
modification, but not in novation or extinguishment of, the obligations under the Third Restated Credit Agreement.

[Remainder of page intentionally left blank]

105

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

| |  | REGAL CINEMAS CORPORATION, as Borrower                                                                                                              
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                 
| |  | CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Arranger, Administrative Agent, Swingline Lender, Issuing Bank and a Lender
| |  | By:                                                                                                                                                 
| |  | By:                                                                                                                                                 
| |  | GENERAL ELECTRIC CAPITAL CORPORATION,as a Lender                                                                                                    
| |  | By:                                                                                                                                                 
| |  | CALYON NEW YORK BRANCH, as a Lender                                                                                                                 
| |  | By:                                                                                                                                                 
| |  | By:                                                                                                                                                 
| |  |                                                                                                                                                     

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| |  | COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as a Lender                  
| |  | ---------------------------------------------------------------------------------
| |  | By:                                                                              
| |  | By:                                                                              
| |  | CRÉDIT INDUSTRIEL ET COMMERCIAL, as a Lender                                     
| |  | By:                                                                              
| |  | By:                                                                              
| |  | BAYERISCHE HYPOUND VEREINSBANK AG NEW YORK BRANCH, as a Lender                  
| |  | By:                                                                              
| |  | By:                                                                              
| |  | FOR AND ON BEHALF OF THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as a Lender
| |  | By:                                                                              
| |  | WEBSTER BANK, NATIONAL ASSOCIATION, as a Lender                                  
| |  | By:                                                                              
| |  |                                                                                  

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| |  | BANK OF AMERICA, N.A., as a Lender       
| |  | -----------------------------------------
| |  | By:                                      
| |  | LEHMAN COMMERCIAL PAPER INC., as a Lender
| |  | By:                                      

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APPENDIX A-1
TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

Term Loan Commitments

|Lender                                                               |       | Term Loan
Commitment |                  | Pro Rata Share   |             
|-------------------------------------------------------------------- | ----- | -------------------- | ---------------- | ---------------- | ------------
|Credit Suisse First Boston, acting through its Cayman Islands Branch |       | $                    | 1,552,000,000.00 |                  | 94.060606061
|General Electric Capital Corporation                                 |       |                      | 40,000,000.00    |                  | 2.424242424 
|Calyon New York Branch                                               |       |                      | 12,000,000.00    |                  | 0.727272727 
|Commerzbank AG, New York and Grand Cayman Branches                   |       |                      | 11,000,000.00    |                  | 0.666666667 
|Crédit Industriel et Commercial                                      |       |                      | 10,000,000.00    |                  | 0.606060606 
|Bayerische Hypo-Und Vereinsbank AG, New York Branch                  |       |                      | 10,000,000.00    |                  | 0.606060606 
|The Governor and Company of the Bank of Ireland                      |       |                      | 10,000,000.00    |                  | 0.606060606 
|Webster Bank, National Association                                   |       |                      | 5,000,000.00     |                  | 0.303030303 
|                                                                     |       |                      |                  |                  |             
|                                                                     | Total |                      | $                | 1,650,000,000.00 |             
|                                                                     |       |                      |                  |                  |             

A-1

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APPENDIX A-2
TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

Revolving Commitments

|Lender                                                               |       | Revolving Loan Commitment |               | Pro Rata Share |             
|-------------------------------------------------------------------- | ----- | ------------------------- | ------------- | -------------- | ------------
|Credit Suisse First Boston, acting through its Cayman Islands Branch |       | $                         | 15,000,000.00 |                | 15.000000000
|General Electric Capital Corporation                                 |       | $                         | 27,000,000.00 |                | 27.000000000
|Bank of America, N.A.                                                |       | $                         | 10,000,000.00 |                | 10.000000000
|The Governor and Company of the Bank of Ireland                      |       | $                         | 8,000,000.00  |                | 8.000000000 
|Commerzbank AG, New York and Grand Cayman Branches                   |       | $                         | 8,000,000.00  |                | 8.000000000 
|Calyon New York Branch                                               |       | $                         | 8,000,000.00  |                | 8.000000000 
|Bayerische Hypo-Und Vereinsbank AG, New York Branch                  |       | $                         | 8,000,000.00  |                | 8.000000000 
|Crédit Industriel et Commercial                                      |       | $                         | 6,000,000.00  |                | 6.000000000 
|Lehman Commercial Paper Inc.                                         |       | $                         | 5,000,000.00  |                | 5.000000000 
|Webster Bank, National Association                                   |       | $                         | 5,000,000.00  |                | 5.000000000 
|                                                                     |       |                           |               |                |             
|                                                                     | Total |                           | $             | 100,000,000.00 |             
|                                                                     |       |                           |               |                |             

A-2

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APPENDIX B
TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

Notice Addresses

|REGAL CINEMAS CORPORATION,as Borrower
7132 Regal Lane
Knoxville, TN 37918
Attention: Amy E. Miles, EVP/CFO
Facsimile: (865) 922-6085
Telephone: (865) 925-9422                                                                                                                               |  | with a copy to:
Hogan & Hartson L.L.P.
555 13th Street
Washington, DC 20004
Attention: Gordon C. Wilson, Esq.
Facsimile: (202) 637-5910
Telephone: (202) 637-5711                                 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                             |  | with an additional copy to:                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                             |  | Regal Cinemas, Inc.
7132 Regal Lane
Knoxville, TN 37918
Attention: General Counsel
Facsimile: (865) 922-6085
Telephone: (865) 922-9756                                                            
|CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch,as Administrative Agent (for funding notices), Arranger, Swingline Lender, and Issuing Bank
11 Madison Avenue
New York, New York 10010-3629
Attention: Thomas Lynch
Facsimile: (212) 325-8304
Telephone: (212) 325-9205 |  | (no copy recipients)                                                                                                                                                                              
|CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch,as Administrative Agent (for all purposes other than funding notices)
11 Madison Avenue
New York, New York 10010-3629
Attention: William O'Daly
Facsimile: (212) 743-2254
Telephone: (212) 325-1986                     |  | with a copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Los Angeles, California 90071
Attention: David C. Reamer, Esq.
Facsimile: (212) 687-5600
Telephone: (213) 687-5000
|                                                                                                                                                                                                                                                                                             |  |                                                                                                                                                                                                   

B-1

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|GENERAL ELECTRIC CAPITAL CORPORATIONJosephine Takami
General Electric Capital Corporation
Corporate Financial Services
201 Merritt 7
P.O. Box 5201
Norwalk, CT 06856-5201
Attention: Josephine Takami
Facsimile: (203) 229-5791
Telephone: (203) 229-5762 |  | with a copy to:
General Electric Capital Corporation
Corporate Financial Services
201 Merritt 7
P.O. Box 5201
Norwalk, CT 06856-5201
Attention: John Pistiocchi
Facsimile: (203) 956-4003
Telephone: (203) 956-4378
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|CREDIT INDUSTRIEL ET COMMERCIAL520 Madison Avenue, 36th Floor
New York, NY 10022
Attention: Laura Carosi, AVP
Facsimile: (212) 715-4477
Telephone: (212) 715-4541                                                                                         |  | (no copy recipients)                                                                                                                                                                                               
|CALYON NEW YORK BRANCH1301 Avenue of the Americas
New York, NY 10019
Attention: Elvis Grgurovic, Vice President
Facsimile: (212) 261-3375
Telephone: (212) 261-7322                                                                                       |  | (no copy recipients)                                                                                                                                                                                               
|THE GOVERNOR AND COMPANY OF THE BANK OF IRELANDHume House, 5th Floor
Ballsbridge, Dublin 4 Ireland
Attention: Emer Flood
Facsimile: 011-353-1-618-7490
Telephone: 011-353-1-618-7470                                                                      |  | (no copy recipients)                                                                                                                                                                                               

B-2

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