Exhibit 10.1

MERGER AGREEMENT

by
and among

REGAL CINEMAS, INC.

and

RCI/RMS, LLC

and

SIGNATURE THEATRE INVESTORS, LLC

Dated
April 26, 2004

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TABLE OF CONTENTS

|                                                          |       |    |                                                                        | Page
|--------------------------------------------------------- | ----- | -- | ---------------------------------------------------------------------- | ----
|1.    DEFINITIONS AND USAGE                               |       | 1 
|                                                          | 1.1.  |    | Definitions                                                            |     
|                                                          | 1.2.  |    | Usage                                                                  |     
|2.    BASIC TRANSACTION                                   |       | 10
|                                                          | 2.1.  |    | Merger; Closing; Merger Consideration                                  |     
|                                                          | 2.2.  |    | Closing Deliverables.                                                  |     
|                                                          | 2.3.  |    | Working Capital Adjustment.                                            |     
|                                                          | 2.4.  |    | Escrow.                                                                |     
|                                                          | 2.5.  |    | Payments to Lenders.                                                   |     
|                                                          | 2.6.  |    | Consents                                                               |     
|                                                          | 2.7.  |    | Target Lease Estoppels and Consents                                    |     
|                                                          | 2.8.  |    | REA Estoppels and DDA Consents                                         |     
|                                                          | 2.9.  |    | SNDAs                                                                  |     
|                                                          | 2.10. |    | Memoranda of Leases                                                    |     
|                                                          | 2.11. |    | Development Agreement                                                  |     
|                                                          | 2.12. |    | Delivery of Property; Minimum Concessions Inventory                    |     
|3.    REPRESENTATIONS AND WARRANTIES OF TARGET AND DESERT |       | 19
|                                                          | 3.1.  |    | Organization and Good Standing                                         |     
|                                                          | 3.2.  |    | Enforceability; Authority; No Conflict                                 |     
|                                                          | 3.3.  |    | Capitalization                                                         |     
|                                                          | 3.4.  |    | Financial Statements                                                   |     
|                                                          | 3.5.  |    | Books and Records                                                      |     
|                                                          | 3.6.  |    | Title to Assets; Encumbrances; Condition of Tangible Personal Property |     
|                                                          | 3.7.  |    | Condition of Real Property                                             |     
|                                                          | 3.8.  |    | Inventories                                                            |     
|                                                          | 3.9.  |    | No Undisclosed Liabilities                                             |     
|                                                          | 3.10. |    | Taxes                                                                  |     
|                                                          | 3.11. |    | No Material Adverse Effect                                             |     
|                                                          | 3.12. |    | Employee Benefits                                                      |     
|                                                          | 3.13. |    | Compliance with Legal Requirements; Governmental Authorizations        |     
|                                                          | 3.14. |    | Legal Proceedings; Orders                                              |     
|                                                          | 3.15. |    | Absence of Certain Changes and Events                                  |     
|                                                          | 3.16. |    | Contracts; No Defaults                                                 |     
|                                                          | 3.17. |    | Insurance                                                              |     
|                                                          | 3.18. |    | Environmental Matters                                                  |     
|                                                          | 3.19. |    | Employees; Labor Disputes; Compliance                                  |     
|                                                          | 3.20. |    | Intellectual Property                                                  |     
|                                                          | 3.21. |    | Notes and Accounts Receivable                                          |     
|                                                          | 3.22. |    | Powers of Attorney                                                     |     
|                                                          | 3.23. |    | Brokers or Finders                                                     |     
|                                                          | 3.24. |    | Transactions with Affiliates                                           |     
|                                                          | 3.25. |    | Representations and Warranties                                         |     
|4.    REPRESENTATIONS AND WARRANTIES OF BUYER             |       | 34
|                                                          | 4.1.  |    | Organization and Good Standing                                         |     
|                                                          | 4.2.  |    | Authority; No Conflict                                                 |     
|                                                          | 4.3.  |    | Brokers or Finders                                                     |     
|                                                          | 4.4.  |    | Representations and Warranties                                         |     
|                                                          |       |    |                                                                        |     

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|5.    COVENANTS OF TARGET PRIOR TO CLOSING                 |       | 35
|---------------------------------------------------------- | ----- | --
|                                                           | 5.1.  |   
|                                                           | 5.2.  |   
|                                                           | 5.3.  |   
|                                                           | 5.4.  |   
|                                                           | 5.5.  |   
|                                                           | 5.6.  |   
|                                                           | 5.7.  |   
|                                                           | 5.8.  |   
|                                                           | 5.9.  |   
|                                                           | 5.10. |   
|                                                           | 5.11. |   
|                                                           | 5.12. |   
|6.    COVENANTS OF BUYER PRIOR TO CLOSING                  |       | 40
|                                                           | 6.1.  |   
|                                                           | 6.2.  |   
|                                                           | 6.3.  |   
|7.    CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE  |       | 40
|                                                           | 7.1.  |   
|                                                           | 7.2.  |   
|                                                           | 7.3.  |   
|                                                           | 7.4.  |   
|                                                           | 7.5.  |   
|                                                           | 7.6.  |   
|                                                           | 7.7.  |   
|                                                           | 7.8.  |   
|                                                           | 7.9.  |   
|                                                           | 7.10. |   
|                                                           | 7.11. |   
|                                                           | 7.12. |   
|                                                           | 7.13. |   
|                                                           | 7.14. |   
|                                                           | 7.15. |   
|                                                           | 7.16. |   
|8.    CONDITIONS PRECEDENT TO TARGET'S OBLIGATION TO CLOSE |       | 43
|                                                           | 8.1.  |   
|                                                           | 8.2.  |   
|                                                           | 8.3.  |   
|                                                           | 8.4.  |   
|                                                           | 8.5.  |   
|9.    TERMINATION                                          |       | 44
|                                                           | 9.1.  |   
|                                                           | 9.2.  |   
|10.    ADDITIONAL COVENANTS                                |       | 45
|                                                           | 10.1. |   
|                                                           | 10.2. |   
|                                                           | 10.3. |   
|                                                           | 10.4. |   
|11.    INDEMNIFICATION; REMEDIES                           |       | 46
|                                                           | 11.1. |   
|                                                           |       |   

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|                          | 11.2.  |    | Indemnification and Reimbursement By Target and Subsidiaries |  | 47
|------------------------- | ------ | -- | ------------------------------------------------------------ |  | --
|                          | 11.3.  |    | Indemnification and Reimbursement by Buyer                   |  | 48
|                          | 11.4.  |    | Limitations on AmountTarget and Desert                      |  | 48
|                          | 11.5.  |    | Limitations on AmountBuyer                                  |  | 49
|                          | 11.6.  |    | Time Limitations                                             |  | 49
|                          | 11.7.  |    | Remedy                                                       |  | 49
|                          | 11.8.  |    | Third-Party Claims                                           |  | 49
|                          | 11.9.  |    | Other Claims                                                 |  | 51
|                          | 11.10. |    | Released Claims                                              |  | 51
|                          | 11.11. |    | Title Insurance                                              |  | 51
|12.    GENERAL PROVISIONS |        | 52
|                          | 12.1.  |    | Expenses                                                     |  | 52
|                          | 12.2.  |    | Public Announcements; Confidentiality                        |  | 52
|                          | 12.3.  |    | Notices                                                      |  | 53
|                          | 12.4.  |    | Jurisdiction; Service of Process                             |  | 54
|                          | 12.5.  |    | Enforcement of Agreement                                     |  | 54
|                          | 12.6.  |    | Waiver; Remedies Cumulative                                  |  | 55
|                          | 12.7.  |    | Entire Agreement and Modification                            |  | 55
|                          | 12.8.  |    | Disclosure Schedule                                          |  | 55
|                          | 12.9.  |    | Assignments, Successors and No Third-Party Rights            |  | 55
|                          | 12.10. |    | Target Representative                                        |  | 56
|                          | 12.11. |    | Severability                                                 |  | 56
|                          | 12.12. |    | Construction                                                 |  | 56
|                          | 12.13. |    | Governing Law                                                |  | 56
|                          | 12.14. |    | Execution of Agreement                                       |  | 57

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LIST OF EXHIBITS

|Exhibit 2.1(c)         |  | Certificate of Merger                   
|---------------------- |  | ----------------------------------------
|Exhibit 2.2(a)(v)      |  | Philip Harris Consulting Agreement      
|Exhibit 2.2(a)(iii)(A) |  | Philip Harris Non-Competition Agreement 
|Exhibit 2.2(a)(iii)(B) |  | George Mann Non-Competition Agreement   
|Exhibit 2.2(a)(v)      |  | Holdback Escrow Agreement               
|Exhibit 2.2(a)(xii)    |  | Letter AgreementTheatre Advertising    
|Exhibit 2.2(a)(xiii)   |  | Letter AgreementConcessions Inventories
|Exhibit 2.7(a)         |  | Lessor Consent and Estoppel             
|Exhibit 7.4(a)         |  | Opinion of Target's Counsel             
|Exhibit 8.3(b)         |  | Opinion of Buyer's Counsel              

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SCHEDULES

|Schedule 2.1(d)  |  | Allocation of Merger Consideration                                      
|---------------- |  | ------------------------------------------------------------------------
|Schedule 2.7(c)  |  | Documents to be Distributed to Target and Buyer by Closing Escrow Holder
|Schedule 2.5     |  | Lender Payoffs                                                          
|Schedule 3.1(a)  |  | Foreign Qualifications                                                  
|Schedule 3.2(b)  |  | Disclosed Conflicts                                                     
|Schedule 3.2(c)  |  | Required Consents                                                       
|Schedule 3.3     |  | Capitalization                                                          
|Schedule 3.4(b)  |  | Theatre Level Cash Flows                                                
|Schedule 3.6(a)  |  | Target LeasesDescription                                               
|Schedule 3.6(b)  |  | Target LeasesDefault                                                   
|Schedule 3.6(c)  |  | Target LeasesTermination Rights                                        
|Schedule 3.6(d)  |  | Target LeasesTerms                                                     
|Schedule 3.6(e)  |  | Real Property                                                           
|Schedule 3.6(f)  |  | Unrecorded Documents                                                    
|Schedule 3.6(g)  |  | Tangible Personal Property                                              
|Schedule 3.6(h)  |  | Permitted Non-Real Property Encumbrances                                
|Schedule 3.6(i)  |  | Voluntary Monetary Lien                                                 
|Schedule 3.7(a)  |  | Eminent Domain                                                          
|Schedule 3.7(b)  |  | Violations                                                              
|Schedule 3.9     |  | Undisclosed Liabilities                                                 
|Schedule 3.10(a) |  | Contested Taxes and Extensions                                          
|Schedule 3.10(b) |  | Tax Matters                                                             
|Schedule 3.10(c) |  | Tax Assessments or Deficiencies                                         
|Schedule 3.12(a) |  | Employee Benefit Plans                                                  
|Schedule 3.12(d) |  | Contributions                                                           
|Schedule 3.12(k) |  | Welfare Plans                                                           
|Schedule 3.13(a) |  | Legal Requirements                                                      
|Schedule 3.13(b) |  | Governmental Authorizations                                             
|Schedule 3.14(a) |  | Legal Proceedings                                                       
|Schedule 3.14(b) |  | Orders                                                                  
|Schedule 3.15    |  | Absence of Certain Changes and Events                                   
|Schedule 3.16(a) |  | List of Material Contracts                                              
|Schedule 3.16(b) |  | Contract Consents                                                       
|Schedule 3.16(c) |  | Contract Matters                                                        
|Schedule 3.17(a) |  | InsuranceDescription                                                   
|Schedule 3.17(b) |  | Insurance Matters                                                       
|Schedule 3.18    |  | Environmental                                                           
|Schedule 3.18(b) |  | Environmental Reports                                                   
|Schedule 3.19(b) |  | Labor Matters                                                           
|Schedule 3.20(d) |  | Intellectual Property                                                   
|Schedule 3.24    |  | Affiliate Transactions                                                  
|Schedule 5.11    |  | Affiliate Guarantees and Affiliate Guarantors                           

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MERGER AGREEMENT

This Merger Agreement (this "Agreement") is entered into as of April 26, 2004, by and among Regal
Cinemas, Inc., a Tennessee corporation ("Buyer"); RCI/RMS, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Buyer
("Merger Subsidiary"); and Signature Theatre Investors, LLC, a Delaware limited liability company
("Target"). Buyer, Merger Subsidiary and Target are referred to collectively herein as the "Parties."

RECITALS

Whereas, Buyer desires to acquire Target, and Target desires to be acquired by Buyer;

Whereas,
the Parties desire to consummate Buyer's acquisition of Target through a merger between Target and Merger Subsidiary, after which Buyer will own all of the equity interests of
the entity surviving such merger, for the consideration and on the terms set forth in this Agreement.

AGREEMENT

The parties, intending to be legally bound, agree as follows:

1.     DEFINITIONS AND USAGE

1.1.    Definitions

For
purposes of this Agreement, the following terms and variations thereof have the meanings specified or referred to in this Section 1.1:



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1.2.    Usage



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2.     BASIC TRANSACTION

2.1.    Merger; Closing; Merger Consideration



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2.2.    Closing Deliverables.In addition to any other documents to be delivered under other provisions of this
Agreement, including pursuant to this Article 2, Section 7.4, and Section 8.3, at the Closing:



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The
Closing Escrow Holder is hereby authorized and instructed to date as of the Closing Date any other document delivered by the parties hereto which has not theretofore been dated. The
Closing Escrow Holder is hereby authorized and instructed to insert the amount of the tax due on the separate statement, if any, as agreed to by Buyer and Target. As soon as reasonably practicable,
Target shall provide the Closing Escrow Holder with a copy of the Estimated Closing Working Capital agreed to by the parties in accordance with Section 2.3. The Closing Escrow holder shall
deliver the Title Policies to Buyer not more than seven Business Days after the Closing Date.

2.3.    Working Capital Adjustment.



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2.4.    Escrow.

$1,845,647
("Holdback Escrow Amount") shall be held back from the Merger Consideration and placed into an interest-bearing escrow account
for a period of twelve (12) months following Closing pursuant to the terms of the Holdback Escrow Agreement. Buyer shall be entitled to an offset against the portion of the Holdback Escrow
Amount under this Section 2.4 for any payments Target is required to make pursuant to Section 2.3 that has not been paid to Buyer in accordance with Section 2.3, or for any
indemnity payment pursuant to Article 11 of this Agreement.

2.5.    Payments to Lenders.

A
portion of the Closing Consideration, on a dollar for dollar basis in an amount equal to the balance owing by Target as of the Closing Date to the lenders identified on
Schedule 2.5 shall be wired by the Closing Escrow Holder directly to such lenders at Closing.

2.6.    Consents

Target
shall use its Reasonable Best Efforts to promptly obtain all Consents listed in Schedule 3.2(c). If there are any Consents that have not yet been obtained (or otherwise are
not in full force and effect) as of the Closing, in the case of Target Contract as to which such Consents were not obtained (or otherwise are not in full force and effect) (the
"Restricted Contracts"), Buyer may waive the closing conditions as to any such Consent and elect to have the Target Representative continue its efforts
to obtain the Consent. If Buyer elects to have the Target Representative continue its Reasonable Best Efforts to obtain any Consent and the Closing occurs Target Representative shall use Reasonable
Best Efforts to obtain the Consent relating to each Restricted Contract as quickly as practicable. Target Representative's failure or inability to obtain such Consent with respect to a Restricted
Contract after the exercise of Reasonable Best Efforts shall not constitute a breach by Target or Target Representative of any provision of this Agreement or give rise to a claim for Damages by Buyer.

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2.7.    Target Lease Estoppels and Consents



2.8.    REA Estoppels and DDA Consents



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2.9.    SNDAs

With
respect to Target Leases which is a sublease, if any, Target shall promptly after the date hereof request that each master lessor execute a non-disturbance agreement in
form and substance reasonably acceptable to Buyer; provided that Target shall have no obligation to request any such non-disturbance agreement (a) from any master lessor that has
previously executed such a non-disturbance agreement which is assignable by Target to Buyer or (b) with respect to any master lease that expressly provides for
non-disturbance of any
subleasehold, upon the termination of the superior master lease, so long as the sublessee attorns to the superior master lessor and is not then in default, on terms and conditions that are reasonably
acceptable to Buyer. With respect to each of the Target Leases, if any, which is subordinate to a deed of trust executed by the lessor, or by a master lessor, Target shall promptly after the date
hereof request that the beneficiary of each such deed of trust execute a non-disturbance agreement in form and substance reasonably acceptable to Buyer, provided that Target shall have no
obligation to request any such non-disturbance agreement from any beneficiary that has previously executed such a non-disturbance agreement which is assignable by Target to
Buyer. Target shall use its Reasonable Best Efforts to promptly obtain such non-disturbance agreements from each party, completed and duly executed by such party prior to the Due Diligence
Deadline. Within 5 calendar days of receipt by Target of any such non-disturbance agreement executed by any such party, Target shall deliver a true and complete copy thereof to Buyer. If
Target fully complies with its covenants in this Section 2.9, but is not able to deliver a non-disturbance agreement in form and substance satisfactory to Buyer within the time or
in the manner set forth herein, then Target shall not be liable for Damages to Buyer for the non-delivery of such non-disturbance agreement.

2.10.    Memoranda of Leases

With
respect to Target Leases (other than Target Leases which are Related Party Contracts) for which a memorandum of lease is not recorded in the official real property records in which
the Real Property is located, Target shall promptly after the date hereof request that the lessor thereunder execute a memorandum of lease in form and substance reasonably acceptable to Buyer. Target
shall use its Reasonable Best Efforts to promptly obtain such memoranda of lease, duly executed and acknowledged by such lessor and otherwise in recordable form, on or prior to the Due Diligence
Deadline. Within 5 calendar days of receipt by Target of any such memorandum executed by any such lessor, Target shall deliver a true and complete copy thereof to Buyer. If Target fully complies with
its covenants in this Section 2.10, but is not able to deliver a memorandum of lease in form and substance

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satisfactory
to Buyer within the time or in the manner set forth herein, then Target shall not be liable for Damages to Buyer for the non-delivery of such memorandum of lease.

2.11.    Development Agreement

Target
and Buyer shall each use their Reasonable Best Efforts to agree to the terms of the Development Agreements by the Due Diligence Deadline.

2.12.    Delivery of Property; Minimum Concessions Inventory



3.     REPRESENTATIONS AND WARRANTIES OF TARGET AND DESERT

Target represents and warrants to Buyer and Merger Subsidiary that the following statements contained in this Section 3 are accurate as of the date of this
Agreement

3.1.    Organization and Good Standing



3.2.    Enforceability; Authority; No Conflict



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3.3.    Capitalization

All
current members of Target and the Percentage Interests (as defined in the Governing Documents of Target) of each such member as of the date of the Agreement are set forth on
Schedule 3.3. All of such Interests have been duly authorized, are validly issued, fully paid and non-assessable and are held of record and are owned by such Persons set forth on
Schedule 3.3. Except as set forth on Schedule 3.3, Target is not a party to any Contracts relating to the issuance, sale or transfer of any membership interest or other securities of
Target and to the knowledge of Target, no member of Target is party to any Contract relating to voting of or the sale or transfer of any membership interest or other securities of Target. Except as
set forth on Schedule 3.3, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments
that could require Target or Desert to issue, sell, or otherwise cause to become outstanding any of their Interests. There are no outstanding or authorized appreciation, phantom, profit participation,
or similar rights with respect to Target or Desert. Except as

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set
forth on Schedule 3.3, Target is not party to any voting trusts, proxies, or other agreements or understandings with respect to the voting of the Interests of Target or Desert nor are there
any agreements or understandings with respect to registration rights for Interests of Target or Desert. The amounts to be paid by Buyer to the Target Members pursuant to this Agreement are in
accordance with the Governing Documents of Target and applicable Legal Requirements, and no Target Member shall have any claim against Buyer, Merger Subsidiary or Surviving LLC as a result of such
payments.

3.4.    Financial Statements



3.5.    Books and Records

The
books of account and other financial Records of Target, all of which have been made available to Buyer, are complete and correct and have been maintained in accordance with sound
business practices, including the maintenance of an adequate system of internal controls. The minute books of Target, all of which have been made available to Buyer, contain accurate and complete
Records of all meetings held of, and all material action taken by, the members, managers and governing bodies of Target.

3.6.    Title to Assets; Encumbrances; Condition of Tangible Personal Property



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3.7.    Condition of Real Property



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3.8.    Inventories

All
Inventory consists of a quality usable and saleable, in the Ordinary Course of Business of Target. The quantities of each item of Inventory are not excessive but are reasonable in
the present circumstances of Target.

3.9.    No Undisclosed Liabilities

Except
as set forth in Schedule 3.9, Target has no Liability (except for Liabilities reflected or reserved against in the Balance Sheet and current Liabilities incurred in the
Ordinary Course of Business of Target since the date of the Balance Sheet.

3.10.    Taxes



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3.11.    No Material Adverse Effect

Since
the date of the Balance Sheet, except for the transactions and transfers contemplated or consummated under the Desert APA (including the distributions to Target and to Target
Members of the consideration payable thereunder), no event or development has occurred or circumstance exists which has had or could otherwise be expected to have, individually or in the aggregate a
Material Adverse Effect.

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3.12.    Employee Benefits



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3.13.    Compliance with Legal Requirements; Governmental Authorizations



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3.14.    Legal Proceedings; Orders



3.15.    Absence of Certain Changes and Events

Except
as set forth in Schedule 3.15, except for the transactions and transfers contemplated or consummated under the Desert APA (including the distributions to Target and to
Target Members of
the consideration payable thereunder), since the date of the Balance Sheet, Target has conducted its business only in the Ordinary Course of Business and there has not been any:



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3.16.    Contracts; No Defaults



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3.17.    Insurance



3.18.    Environmental Matters



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3.19.    Employees; Labor Disputes; Compliance



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3.20.    Intellectual Property



3.21.    Notes and Accounts Receivable

All
notes and accounts receivable of Target and Desert are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims except as reflected
or disclosed in the Balance Sheet or the notes thereto, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad
debts set forth on the face of the Balance Sheet (rather than in any notes thereto) as adjusted for operations and transactions through the Closing Date.

3.22.    Powers of Attorney

There
are no outstanding powers of attorney granted by Target in favor of any third-party attorney-in-fact, except as shall have been terminated or revoked by
Target prior to the Closing.

3.23.    Brokers or Finders

Neither
Target nor any of its Representatives have incurred any obligation or liability, contingent or otherwise, for brokerage or finders' fees or agents' commissions or other similar
payments in connection with the sale of Target's business or Assets or the Contemplated Transactions.

3.24.    Transactions with Affiliates

Except
as set forth on Schedule 3.24, as of the Closing Date, no current or former manager, director, executive officer or member of Target or any Affiliate of Target will be
party to any Material Contract or Target Lease or, to Target's Knowledge, has a material interest in any Material Contract or Target Lease.

3.25.    Representations and Warranties

Other
than with respect to the representations and warranties made in Article 4 of this Agreement and the ancillary agreements and certificates hereto (and subject to the
limitations contained in and

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provisions
of this Agreement), Target acknowledges that neither Buyer nor any of its Affiliates or Representatives makes or has made any representation or warranty, either express or implied,
including as to the accuracy or completeness of or will have any Liability with respect to any of the information provided or made available to Target or their Representatives.

4.     REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Target that the following statements contained in this Article 4 are accurate as of the date of this Agreement:

4.1.    Organization and Good Standing

Buyer
is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to conduct its business as
it is now conducted.

4.2.    Authority; No Conflict

This
Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as the enforcement thereof may be limited by
applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and similar laws affecting the rights of creditors generally and by equitable principles. Upon the execution and
delivery by Buyer of this Agreement, the Holdback Escrow Agreement and each other agreement to be executed or delivered by Buyer at Closing (collectively, the "Buyer's Closing
Documents"), each of the Buyer's Closing Documents will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective
terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and similar laws affecting the rights of creditors
generally and by equitable principles. Buyer has the power and authority to execute and deliver this Agreement and the Buyer's Closing Documents and to perform its obligations under this Agreement and
the Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action.

4.3.    Brokers or Finders

Neither
Buyer nor any of its Representatives have incurred any obligation or liability, contingent or otherwise, for brokerage or finders' fees or agents' commissions or other similar
payment in connection with the Contemplated Transactions.

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4.4.    Representations and Warranties



5.     COVENANTS OF TARGET PRIOR TO CLOSING

5.1.    Access and Investigation



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5.2.    Operation of the Business of Target

Between
the date of this Agreement and the Closing, except for the transactions and transfers contemplated or consummated under the Desert APA (including the distributions to Target and
to Target Members of the consideration payable thereunder), each of Target and Desert shall:



5.3.    Negative Covenant

Except
as otherwise expressly permitted herein, between the date of this Agreement and the Closing Date, Target shall not, (a) take any affirmative action, or fail to take any
reasonable action within its control, as a result of which any of the changes or events listed in Section 3.11 and Section 3.15 would occur or reasonably be expected to occur;
(b) terminate, cancel, amend, modify, supplement or waive performance of any Contract, Target Lease or Governmental Authorization or take any other action with respect to any of the foregoing
in a manner that is not in the Ordinary Course of Business or amend any theatre construction or renovation plans without the prior consent of Buyer, which consent shall not be unreasonably withheld or
enter into any construction contracts other than with respect to the projects that are the subject of the Development Agreements and upon the prior consent of Buyer, which consent shall not be
unreasonably withheld; (c) allow the levels of supplies or other materials included in the Inventories to vary materially from the levels customarily maintained except as permitted by the
Concessions Letter Agreement; or (d) enter into any

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compromise
or settlement of any litigation, proceeding or governmental investigation relating to the Assets or the business of Target.

5.4.    Required Approvals

As
promptly as practicable after the date of this Agreement, Target shall make all filings required to be made by them to obtain Governmental Authorizations or pursuant to Legal
Requirements in order to consummate the Contemplated Transactions. Target and Desert also shall cooperate with Buyer and its Representatives with respect to all filings that Buyer elects to make or,
pursuant to Legal Requirements or to obtain a Governmental Authorization, shall be required to make in connection with the Contemplated Transactions. Target also shall cooperate with Buyer and its
Representatives in obtaining all Consents; provided, however, that Target shall not be required to dispose of or make any change to its business, expend any material funds or incur any other burden in
order to comply with this Section 5.4.

5.5.    Notification

Between
the date of this Agreement and the Closing, Target shall promptly notify Buyer in writing if it becomes aware of (a) any fact or condition that causes or constitutes a
breach of its representations and warranties made as of the date of this Agreement or (b) the occurrence after the date of this Agreement of any fact or condition that would or be reasonably
likely to (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had that representation or warranty been made as of the time of the
occurrence of, or Target's discovery of, such fact or condition. Should any such fact or condition require any change to the Disclosure Schedule, Target shall promptly deliver to Buyer a supplement to
the Disclosure Schedule specifying such change. Such delivery shall not be deemed to amend or supplement Target's Disclosure Schedule or prevent or cure any breach or affect any rights of Buyer under
Article 7, Article 9 and Article 11. During the same period, Target also shall promptly notify Buyer of the occurrence of any
breach of any covenant of Target in this Article 5 or of the occurrence of any event that may make the satisfaction of the conditions in Article 7 impossible or unlikely.

5.6.    Reasonable Best Efforts

Target
shall use its Reasonable Best Efforts to cause the conditions in Article 7 to be satisfied by the Scheduled Closing Date.

5.7.    Interim Financial Statements

Until
the Closing Date, Target shall deliver to Buyer within ten days after the end of each month and within 45 days after the end of each fiscal quarter a copy of the financial
statements for such month and fiscal quarter, respectively. Such financial statements and the deliveries under Section 2.8 shall be prepared in a manner and containing information consistent
with and certified by Target's chief financial officer as to compliance of such financial statements with the third, fourth and fifth sentences of Section 3.4.

5.8.    Payment of Liabilities

Between
the date hereof and the Effective Time, Target shall pay or otherwise satisfy in the Ordinary Course of Business all of its Liabilities and obligations which become due and
payable.

5.9.    Current Evidence of Title



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5.10.    Tax Matters

Without
the prior written consent of Buyer, neither Target nor Desert shall make or change any election, change an annual accounting period, adopt or change any accounting method, file
any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to Target or Desert, surrender any right to claim a refund of Taxes, consent to any extension or
waiver of the limitation period applicable to any Tax claim or assessment relating to Target or Desert, or take any other similar action relating to the filing of any Tax Return or the payment of any
Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of Target or Desert or Surviving LLC
for any period ending after the Closing Date or decreasing any Tax attribute of Target or any Subsidiary existing on the Closing Date.

5.11.    Affiliate Guarantors

Buyer
and Target shall use their Reasonable Best Efforts to assist the Affiliate Guarantors in securing the release of the Affiliate Guarantors from their respective obligations under
the affiliate guarantees of the Target Leases set forth in Schedule 5.11 ("Affiliate Guarantees"). Such Reasonable Best Efforts of Buyer shall
include Buyer's offer to provide a lease guaranty on terms substantially equivalent to the Affiliate Guarantee. In the event that such an Affiliate Guarantee is not released, then Buyer shall
indemnify the corresponding Affiliate Guarantor for Damages incurred by such Affiliate that constitute an Assumed Liability to the extent incurred with respect to the related Affiliate Guarantee in
the same manner that Buyer indemnifies Target for Assumed Liabilities pursuant to Article 11. Only for the purposes of the foregoing indemnity as between Buyer and an Affiliate Guarantor,
(a) a Predecessor Tenant shall be considered an Affiliate Guarantor and (b) the applicable

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Affiliate
Guarantor shall have the same rights and procedural obligations as those of a Target under Article 11.

5.12.    Desert

In
the event that Buyer acquires the assets of Desert pursuant to the Desert APA, it is understood and agreed that as of the effective time of such asset purchase, Target shall not cause
Desert to enter into any contracts or agreements or take any actions other than to comply with Legal Requirements.

6.     COVENANTS OF BUYER PRIOR TO CLOSING

6.1.    Required Approvals

As
promptly as practicable after the date of this Agreement, Buyer shall make, or cause to be made, all filings required by Legal Requirements to be made by it to consummate the
Contemplated Transactions. Buyer also shall cooperate, and cause its Representatives and Affiliates to cooperate, with Target (a) with respect to all filings Target shall be required by Legal
Requirements to make and (b) in obtaining all Consents identified in Schedule 3.2(c), provided, however, that Buyer shall not be required to dispose of or make any change to its
business, expend any material funds or incur any other burden in order to comply with this Section 6.1.

6.2.    Reasonable Best Efforts

Buyer
shall use its Reasonable Best Efforts to cause the conditions in Article 8 to be satisfied by the Scheduled Closing Date.

6.3.    Notification

Between
the date of this Agreement and the Closing, Buyer shall promptly notify Target in writing if it becomes aware of (a) any fact or condition that causes or constitutes a
breach of its representations and warranties made as of the date of this Agreement or (b) the occurrence after the date of this Agreement of any fact or condition that would or be reasonably
likely to (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had that representation or warranty been made as of the time of the
occurrence of, or Buyer's discovery of, such fact or condition. Should any such fact or condition require any change to the Disclosure Schedule,Buyer
shall promptly deliver to Target a supplement to the Disclosure Schedule specifying such change. Such delivery shall not be deemed to amend or supplement the Disclosure Schedule or prevent or cure any
breach or affect any rights of Target under Article 8, Article 9 and Article 11. During the same period, Buyer also shall promptly notify Target of the occurrence of any breach of
any covenant of Buyer in this Article 6 or of the occurrence of any event that may make the satisfaction of the conditions in Article 8 impossible or unlikely.

7.     CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE

Buyer's and Merger Subsidiary's obligations to effect the Merger and to take the other actions required to be taken by them at the Closing is subject to the
satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):

7.1.    Accuracy of Representations

Target's
representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), shall have been accurate
in all material respects as of the date of this Agreement, and shall be accurate in all material respects as of the time of the Closing as if then made except to the extent that such representations
and warranties are qualified by the term "material," "Material Adverse Effect" or similar qualification in which case such representations and warranties (as so written, including the term "material",
"Material Adverse Effect"

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or
such similar qualification) shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date, in all cases without giving effect to any supplement to the
Disclosure Schedule. If Damages for a breach or breaches of such representations and warranties exceed $167,786 individually or in the aggregate, such breach or breaches shall be deemed to be a
failure of the condition precedent set forth in this Section 7.1.

7.2.    Target's Performance

All
of the covenants and obligations that Target is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of
these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.

7.3.    Consents

Each
of the Consents set forth on Schedule 3.2(c) and required to be obtained in connection with the Contemplated Transactions shall have been obtained and shall be in full force
and effect.

7.4.    Additional Documents

Target
shall have caused the documents and instruments required by Section 2.2(a) and the following documents to be delivered (or tendered subject only to Closing) to Buyer:



7.5.    No Injunction

There
shall not be in effect any Legal Requirement or injunction or other Order that (a) prohibits the consummation of the Contemplated Transaction, (b) has been adopted as
issued, or has otherwise become effective since the date of this Agreement, (c) cause any of the Contemplated Transactions to be rescinded following consummation, (d) adversely affect
the right of Buyer to own Surviving LLC Interests and to control Surviving LLC, Target and Desert, or (e) materially and adversely affect the right of Buyer or Desert to own Target and its
Assets and to operate their business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect).

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7.6.    No Conflict

Neither
the consummation nor the performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), contravene or conflict with
or result in a violation of or cause Buyer or any Affiliate of Buyer (including Surviving LLC or Merger Subsidiary) to suffer any adverse consequence under (a) any applicable Legal Requirement
or Order or (b) any Legal Requirement or Order that has been published by any Governmental Body.

7.7.    Title Insurance

Buyer
shall have received irrevocable and binding commitments to issue the Title Policies consistent with Section 5.9, if any, between Closing and recordation. Target shall
furnish to the Title Company a standard gap indemnity in form sufficient to allow the Title Company to issue the Title Policies without any exception for matters arising due to acts or omissions of
Target (as distinct from any acts or omissions of Target's lessor or master lessor, as applicable) and otherwise in a form reasonably acceptable to Target.

7.8.    Governmental Authorizations

Buyer
shall have received such Governmental Authorizations as are necessary or desirable to allow Buyer and Surviving LLC to operate the Assets from and after the Closing.

7.9.    Environmental Report; Physical Inspection

Buyer
shall have obtained on or before the Due Diligence Deadline, at Buyer's sole cost and expense, environmental site assessment reports and physical inspection and structural
engineering reports with respect to the Real Property, which reports shall be acceptable in form and substance to Buyer in its sole discretion and Buyer shall have conducted, at Buyer's sole cost and
expense, any further testing or diligence recommended in such reports. If Buyer disapproves the results of any such inspections and investigations, then, in addition to the rights specified in
Section 9.1, Buyer shall have the right to terminate this Agreement by written notice delivered to Target before the Due Diligence Deadline. If Buyer fails so to terminate this Agreement on or
before the Due Diligence Deadline, then the condition precedent in this Section 7.9 shall be deemed waived by Buyer.

7.10.    Target Lease Estoppels

Target
shall have delivered to Buyer pursuant to Section 2.12 hereof, on or prior to the Due Diligence Deadline, a Lessor Consent and Estoppel duly executed and delivered by each
lessor and master lessor under each of the Target Leases, in form and substance satisfactory to Buyer.

7.11.    REA and DDA Estoppels

Target
shall have delivered to Buyer pursuant to Section 2.8 hereof on or before the Due Diligence Deadline estoppels duly executed and delivered by each of the other parties to
the REAs, in form and substance reasonably satisfactory to Buyer. Target shall have delivered to Buyer pursuant to Section 2.8 hereof, consents from each of the agencies to the DDAs, in form
and substance reasonably satisfactory to Buyer.

7.12.    SNDAs

Target
shall have delivered to Buyer pursuant to Section 2.9 hereof on or before the Due Diligence Deadline original non-disturbance agreements duly executed,
acknowledged and delivered by each of the parties described therein, in recordable form and otherwise in form and substance satisfactory to Buyer.

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7.13.    Memoranda of Lease

Target
shall have delivered to Buyer pursuant to Section 2.10 hereof, on or prior to the Due Diligence Deadline, original memoranda of lease duly executed, acknowledged and
delivered by the lessors under the Target Leases, in recordable form and otherwise in form and substance satisfactory to Buyer.

7.14.    Asset Purchase Agreement

The
transactions contemplated by the Desert APA shall have been consummated.

7.15.    Resignations

Buyer
shall have received the resignations, effective as of the Closing, of each manager, director and officer of Target and Desert.

7.16.    Target Real Property

No
damage or destruction or other change has occurred with respect to any of the Real Property or any portion thereof that, individually or in the aggregate, would materially impair the
use or occupancy of the Real Property or the operation of the business of Target and Desert.

8.     CONDITIONS PRECEDENT TO TARGET'S OBLIGATION TO CLOSE

Target's obligation to effect the Contemplated Transactions and to take the other actions required to be taken by it at the Closing is subject to the
satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Target in whole or in part):

8.1.    Accuracy of Representations

All
of Buyer's representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), shall have been
accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the time of the Closing as if then made except to the extent that such
representations and warranties are qualified by the term "material" or similar qualification in which case such representations and
warranties (as so written, including the term "material" or such similar qualification) shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date.

8.2.    Buyer's Performance

All
of the covenants and obligations that Buyer is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of
these covenants and obligations (considered individually), shall have been performed and complied with in all material respects. Without limiting the generality of the foregoing, Buyer shall have
tendered payment of the Merger Consideration in the manner required under this Agreement

8.3.    Additional Documents



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8.4.    No Injunction

There
shall not be in effect any Legal Requirement or any injunction or other Order that (a) prohibits the consummation of the Contemplated Transactions and (b) has been
adopted or issued, or has otherwise become effective, since the date of this Agreement.

8.5.    Asset Purchase Agreement

The
transactions contemplated by the Desert APA shall have been consummated.

9.     TERMINATION

9.1.    Termination Events

By
notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminated as follows:



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9.2.    Effect of Termination



10.   ADDITIONAL COVENANTS

10.1.    Assistance in Proceedings

Target
Representative will reasonably cooperate with Buyer and its counsel in the contest or defense of, and make available its personnel and provide any testimony and access to its
books and Records in connection with, any Proceeding against Buyer after the Closing Date involving or relating to (a) any Contemplated Transaction or (b) any action, activity,
circumstance, condition, conduct, event, fact,
failure to act, incident, occurrence, plan, practice, situation, status or transaction on or before the Closing Date involving Target or its business.

10.2.    Retention of and Access to Records

After
the Closing Date, Buyer shall retain for a period consistent with Buyer's record-retention policies and practices (but no less than seven (7) years) those Records of Target
delivered to Buyer. Buyer also shall provide the Target Representative and its Representatives reasonable access thereto, during normal business hours and on at least ten (10) days' prior
written notice, to enable them to prepare financial statements or tax returns or deal with tax audits.

10.3.    Final Tax Return; Audits

Target
Representative shall have the sole right to prepare and file all final information and tax returns for Target and Desert for periods ending on the Closing Date, and in connection
therewith, Buyer shall make available to Target Representative and its Representatives all financial and other information and records necessary to permit Tax Representative to prepare and file such
returns. In the event any Governmental Body initiates an audit of any taxable period of Target (or any portion thereof) ending on or before the Closing Date, Target Representative shall have the sole
authority to handle such audit on behalf of Target and Surviving LLC, except to the extent that such audit involves any tax liability or tax adjustments for periods after the Closing Date, in which
case Target

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Representative
and Buyer shall cooperate with each other in good faith to resolve any such overlapping audit.

10.4.    Further Assurances

Subject
to the provisos in Sections 5.1 and 6.1, the parties and Target Representative shall cooperate reasonably with each other and their respective Representatives in connection with
any steps required to be taken as part of their respective obligations under this Agreement, and shall (a) furnish upon request to each other such further information; (b) execute and
deliver to each other such other documents; and (c) do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and
the Contemplated Transactions.

11.   INDEMNIFICATION; REMEDIES

11.1.    Survival and Materiality



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11.2.    Indemnification and Reimbursement By Target and Subsidiaries

Target
shall indemnify and hold harmless Buyer and Surviving LLC, and its Representatives and Affiliates (collectively, the "Buyer Indemnified
Persons"), and will reimburse the Buyer Indemnified Persons for any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable
attorneys' fees and expenses) or diminution of value, whether or not involving a Third-Party Claim (but excluding any Damages not involving a Third Party Claim based on lost profits, consequential or
punitive damages)(collectively, "Damages"), arising from or in connection with:



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Notwithstanding
anything to the contrary in this Section 11.2, in no event shall Target have any liability or responsibility to indemnify any Buyer Indemnified Person, nor shall
any Buyer Indemnified person have or assert any claim against Target, Target Representative or the Holdback Escrow Amount on account of or with respect to any of the following Liabilities: Released
Claims; all Liabilities under any Target Lease or Target Contract that arise after the Effective Time and relate to facts, circumstances or conditions existing, initiated or occurring after the
Effective Time; all Liabilities arising after the Effective Time for Target's obligations under Permitted Encumbrances; Gift Certificate Obligations; and current liabilities of Target as of the
Closing Date that are set forth on the Closing Statement of Net Assets except to the extent that any such current liability is a breach of a representation or warranty of Target hereunder.

11.3.    Indemnification and Reimbursement by Buyer

Buyer
will indemnify and hold harmless Target and its respective Representatives and Affiliates(collectively "Target Indemnified
Persons"), and will reimburse Target Indemnified Persons for any Damages arising from or in connection with:



11.4.    Limitations on AmountTarget and Desert

Target
shall have no liability (for indemnification or otherwise) with respect to claims under Section 11.2(a) or 11.2(b) until the total of all Damages with respect to such
matters exceeds $167,786 and then only for the amount by which such Damages exceed $167,786 (such amount being the

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"Basket"). However, subject to the provisions of the last paragraph of Section 11.2, the limitations of this Section 11.4 will not apply to (i) claims
under Section 11.2(c) through (o), (ii) to matters arising in respect of Sections 2.3, 3.2, 3.6(h), 3.10, 3.24 or 12.1, (iii) a breach of this Article 11 or
(iv) Target's fraud. In no event shall Target's aggregate liability for claims under Sections 11.2(a) and 11.2(b) exceed the Holdback Escrow Amount.

11.5.    Limitations on AmountBuyer

Buyer
will have no liability (for indemnification or otherwise) with respect to claims brought by Target under Sections 11.3(a) and 11.3(b) until the total of all Damages with respect to
such matters exceeds $167,786 and then only for the amount by which such Damages exceed $167,786. However, this Section 11.5 will not apply to (i) claims under
Section 11.3(c) (ii) matters arising in respect of Section 2.3, the last sentence of Section 5.1(b), Sections 4.2, 4.3 or 12.1, (iii) a breach of this
Article 11 or (iv) Buyer's fraud. In no event shall Buyer's aggregate liability for claims to Target under Sections 11.3(a) and 11.3(b) exceed the Holdback Escrow Amount.

11.6.    Time Limitations



11.7.    Remedy

Subject
to Section 9.2(a), the provisions of this Article 11 shall provide the sole and exclusive recourse and remedy of Buyer with respect to any claims made or with
respect to which indemnification may be sought under Section 11.2(a) through 11.2(o). Subject to Section 9.2(a), the provisions of this Article 11 shall provide the sole and
exclusive recourse and remedy of Target with respect to any claims made or with respect to which indemnification may be sought under Sections 11.3(a) through 11.3(c).

11.8.    Third-Party Claims



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11.9.    Other Claims

A
claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is sought and shall be paid promptly after
such notice.

11.10.    Released Claims

Buyer
agrees not to assert any claims against Target or Target Representative (whether by way of demand, suit, cross-complaint, impleader or otherwise) and covenants not to sue Target or
Target Representative for Damages with respect to the Released Claims and, as between Buyer and Target
and Target Representative, releases Target and Target Representative from any Liability with respect thereto.

11.11.    Title Insurance

As
between Buyer and Target and Target Representative, Buyer agrees that Buyer's sole recourse respecting any Subject To Liabilities shall be against the Title Company under the Title
Policies. Notwithstanding the foregoing, to the extent that Buyer has recourse against Persons other than Target and Target Representative with respect to the Subject To Liabilities nothing herein
shall prevent Buyer from pursuing such remedies.

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12.   GENERAL PROVISIONS

12.1.    Expenses

Except
as otherwise provided in this Agreement, each party to this Agreement will bear its respective fees and expenses incurred in connection with the preparation, negotiation,
execution and performance of this Agreement and the Contemplated Transactions, including all fees and expense of its Representatives. At Closing, Target shall pay (a) fees for recording of the
reconveyances, the memoranda of lease and (b) documentary transfer taxes. At Closing, Buyer and Target shall share equally that portion of the title premiums for the Title Policies equivalent
to the basic premium that would have been payable for standard CLTA coverage ("Target's Premium Portion"). At Closing, Buyer shall pay (i) fees
for recording of the SNDAs and NDAs; (ii) premiums for the Title Policies in excess of the Target's Premium Portion including, without limitation, the difference between standard coverage and
extended coverage, the additional premiums if any attributable to the issuance of the lender's policies, and the additional premiums if any attributable to the issuance of any endorsements to the
owner's or lender's policies; and (iii) the penalty payable in connection with election not to file preliminary change of ownership reports in California. Buyer will pay one-half
and Target will pay one-half of (A) the fees and expenses of the Closing Escrow Holder under this Agreement; and (B) the Holdback Escrow Agent under the Holdback Escrow
Agreement; provided that the fees payable under the Holdback Escrow Agreement shall be paid to the Holdback Escrow Agent pursuant to the Holdback Escrow Agreement. If this Agreement is terminated, the
obligation of each party to pay its own fees and expenses will be subject to any rights of such party arising from a breach of this Agreement by another party.

12.2.    Public Announcements; Confidentiality



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12.3.    Notices

All
notices, consents, waivers and other communications required or permitted by this Agreement shall be in writing and shall be deemed given to a party when (a) delivered to the
appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile or e-mail with confirmation of transmission by the
transmitting equipment; or (c) received or rejected by the addressee, if sent by certified mail, return receipt requested, in each case to the following addresses, facsimile numbers or
e-mail addresses and marked to the attention of the person (by name or title) designated below (or to such other address, facsimile number, e-mail address or person as a party
may designate by notice to the other parties):

If
to Target prior to the Effective Time:



If
to Target from and after the Effective Time:



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12.4.    Jurisdiction; Service of Process

Any
Proceeding arising out of or relating to this Agreement or any Contemplated Transaction may be brought in the federal or state courts of the State of Delaware, and each of the
parties irrevocably submits to the exclusive jurisdiction of each such court in any such Proceeding, and waives any objection it may now or hereafter have to venue or to convenience of forum. The
parties agree that any of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained agreement between the parties irrevocably to waive
any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this section may be served on any party anywhere in the world.

12.5.    Enforcement of Agreement

Target
and the Target Representative acknowledge and agree that Buyer would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their
specific terms and that any breach of this Agreement by Target could not be adequately compensated in all cases by monetary damages alone. Accordingly, in addition to any other right or remedy to
which Buyer may be entitled, at law or in equity, it shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent
injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement, without posting any bond or other undertaking.

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12.6.    Waiver; Remedies Cumulative

The
rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither any failure nor any delay by any party in exercising any right, power or privilege
under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or
privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law,
(a) no claim or right arising out of this Agreement or any of the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the
claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and
(c) no notice to or demand on one party will be deemed to be a waiver of any obligation of that party or of the right of the party giving such notice or demand to take further action without
notice or demand as provided in this Agreement or the documents referred to in this Agreement.

12.7.    Entire Agreement and Modification

This
Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter and constitutes (along with the Disclosure Schedule,
Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This
Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment. Notwithstanding anything contrary in this
Agreement, all Related Party Contracts between an Affiliate of Target and Buyer and/or an Affiliate of Buyer shall be governed by the terms of the Related Party Contract as between those parties.

12.8.    Disclosure Schedule



12.9.    Assignments, Successors and No Third-Party Rights

No
party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties, except that either or both of Buyer
and Merger Subsidiary may assign any of its rights and delegate any of its obligations under this Agreement to any of its subsidiaries; provided that Regal Cinemas, Inc. shall remain jointly
and severally liable with such assignee for the payment of the Merger Consideration hereunder and for the payment and performance of all of its indemnity obligations under Article 11 hereof.
Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or
referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any
provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this Section 12.9 and to the

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Affiliate
Guarantors pursuant to Section 5.11 in which respect such Affiliate Guarantors are intended third-party beneficiaries of the agreements set forth in Section 5.11.

12.10.    Target Representative

As
of the Effective Time, Target hereby irrevocably appoints Philip Harris III as its true and lawful attorney-in-fact and agent on behalf of and in the name of
Target for the purposes of this Agreement, the Escrow Agreement and any other agreements executed by Target in connection with the Closing (the "Target
Representative"). From and after the Effective Time, the
Target Representative shall receive written notices for the Target under this Agreement, the Escrow Agreement and any other agreements executed by Target in connection with the Closing (collectively,
"Target Documents") and shall have full power and authority to represent all Persons who as of the Closing Date hold equity interests in Target
("Affected Persons"), with respect to all matters arising under the Target Documents, and all action taken by the Target Representative hereunder,
pursuant to authority granted herein, shall be binding upon Target and the Affected Persons. Without limiting the generality of the foregoing, with respect to all matters under this Agreement, the
Target Representative shall have full power and authority, on behalf of Target and the Affected Persons, to interpret all the terms and provisions of the Target Documents, to negotiate and compromise
any dispute which may arise under the Target Documents, to sign any releases or other documents with respect to any such dispute, to authorize payments to be made with respect thereto, and to retain
such counsel and consultants as appropriate and necessary to carry out its duties. The Target Representative, or any successor hereafter appointed, may resign and shall be discharged of his duties
hereunder upon the appointment of a successor Target Representative as hereinafter provided. In case of such resignation, or in the event of the death or inability to act of the Target Representative,
a successor shall be named by the prior Target Representative or by the holders of a majority of the interests of the Affected Persons (as determined immediately prior to the Closing). Each such
successor Target Representative shall, after agreeing to become a party hereto by signing a counterpart signature page as the Target Representative, have all the power, authority, rights, and
privileges hereby conferred upon an original Target Representative, and the term "Target Representative," as used herein, shall be deemed to include each such successor Target Representative. The
power-of-attorney granted in this Section 12.10 is coupled with an interest and is irrevocable. The other Parties hereto shall be entitled to rely exclusively upon any
communication given or other action taken by the Target Representative pursuant to this Agreement, and shall not be liable for any action taken or not taken in reliance on a communication or other
instruction from the Target Representative.

12.11.    Severability

If
any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect.
Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

12.12.    Construction

The
headings of Articles and Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to "Articles," "Sections"
and "Schedules" refer to the corresponding Articles, Sections and Schedules of this Agreement and the Disclosure Schedule.

12.13.    Governing Law

This
Agreement will be governed by and construed under the laws of the State of Delaware without regard to conflicts-of-laws principles that would require the
application of any other law.

56

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12.14.    Execution of Agreement

This
Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to
constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as
to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.

57

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

| |  | Buyer:                          
| |  | --------------------------------
| |  | REGAL CINEMAS, INC.             
| |  | By:                             
| |  |                                 
| |  |                                 
| |  | Merger Subsidiary:              
| |  | RCI/RMS, LLC                    
| |  | By:                             
| |  |                                 
| |  |                                 
| |  | Target:                         
| |  | SIGNATURE THEATRE INVESTORS, LLC
| |  | By:                             
| |  |                                 
| |  |                                 
| |  | TARGET REPRESENTATIVE           
| |  | By:                             

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TO:
Regal Cinemas, Inc., as Buyer,                        , LLC, as Merger Subsidiary, and Signature Theatre Investors, LLC, as
Target

The
undersigned hereby acknowledges receipt of a fully executed copy of the Merger Agreement dated as of April    , 2004 (the "Merger
Agreement") by and among Buyer, Merger Subsidiary and Target. The undersigned agrees to serve as Closing Escrow Holder pursuant to the terms of the Merger Agreement.

|Dated: May 19, 2004 |  | FIRST AMERICAN TITLE INSURANCE COMPANY
|------------------- |  | --------------------------------------
|                    |  | By:                                   
|                    |  | Name:                                 
|                    |  | Its:                                  

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Each
of the undersigned, being the direct or indirect owner of all of the outstanding capital stock of the Buyer, hereby jointly and severally guaranty, for the benefit of the applicable
Affiliate Guarantors, the payment and performance of Buyer of its indemnity obligations under Section 5.11 of the Agreement.

| |  | REGAL ENTERTAINMENT GROUP         
| |  | ----------------------------------
| |  | By:                               
| |  | Name:                             
| |  | Title:                            
| |  | REGAL ENTERTAINMENT HOLDINGS, INC.
| |  | By:                               
| |  | Name:                             
| |  | Title:                            
| |  | REGAL CINEMAS CORPORATION         
| |  | By:                               
| |  | Name:                             
| |  | Title:                            

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