Exhibit 10.2

ASSET PURCHASE AGREEMENT

by
and among

REGAL CINEMAS, INC.

and

SIGNATURE THEATRES, LLC

TURLOCK CINEMAS, LLC

and

SIGNATURE DESERT CINEMAS, LLC

Dated April 26, 2004

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TABLE OF CONTENTS

|   |  |                                                |  |                                                                                  |  | Page
|-- |  | ---------------------------------------------- |  | -------------------------------------------------------------------------------- |  | ----
|1. |  | DEFINITIONS AND USAGE                          |  | 1                                                                               
|   |  | 1.1.                                           |  | Definitions                                                                      |  | 1   
|   |  | 1.2.                                           |  | Usage.                                                                           |  | 9   
|2. |  | SALE AND TRANSFER OF PURCHASED ASSETS; CLOSING |  | 9                                                                               
|   |  | 2.1.                                           |  | Purchased Assets to be Sold.                                                     |  | 9   
|   |  | 2.2.                                           |  | Excluded Assets.                                                                 |  | 10  
|   |  | 2.3.                                           |  | Consideration; Delivery of Funds.                                                |  | 11  
|   |  | 2.4.                                           |  | Liabilities.                                                                     |  | 11  
|   |  | 2.5.                                           |  | Allocation.                                                                      |  | 13  
|   |  | 2.6.                                           |  | Closing.                                                                         |  | 13  
|   |  | 2.7.                                           |  | Closing Obligations.                                                             |  | 14  
|   |  | 2.8.                                           |  | Prorations Adjustment.                                                           |  | 18  
|   |  | 2.9.                                           |  | Holdback Escrow.                                                                 |  | 21  
|   |  | 2.10.                                          |  | Closing Payments to Lenders.                                                     |  | 22  
|   |  | 2.11.                                          |  | Consents                                                                         |  | 22  
|   |  | 2.12.                                          |  | Lessor Consents and Estoppels                                                    |  | 22  
|   |  | 2.13.                                          |  | REA Estoppels and DDA Consents                                                   |  | 24  
|   |  | 2.14.                                          |  | SNDAs                                                                            |  | 24  
|   |  | 2.15.                                          |  | Memoranda of Leases                                                              |  | 25  
|   |  | 2.16.                                          |  | Development Agreements                                                           |  | 25  
|   |  | 2.17.                                          |  | Delivery of Property; Minimum Concessions Inventory                              |  | 25  
|3. |  | REPRESENTATIONS AND WARRANTIES OF SELLERS      |  | 25                                                                              
|   |  | 3.1.                                           |  | Organization and Good Standing                                                   |  | 25  
|   |  | 3.2.                                           |  | Enforceability; Authority; No Conflict                                           |  | 26  
|   |  | 3.3.                                           |  | Capitalization                                                                   |  | 27  
|   |  | 3.4.                                           |  | Financial Statements                                                             |  | 27  
|   |  | 3.5.                                           |  | Books and Records                                                                |  | 27  
|   |  | 3.6.                                           |  | Title to Purchased Assets; Encumbrances; Condition of Tangible Personal Property |  | 28  
|   |  | 3.7.                                           |  | Condition of Leased Real Property                                                |  | 30  
|   |  | 3.8.                                           |  | Inventories                                                                      |  | 30  
|   |  | 3.9.                                           |  | No Undisclosed Liabilities                                                       |  | 30  
|   |  | 3.10.                                          |  | Taxes                                                                            |  | 30  
|   |  | 3.11.                                          |  | No Material Adverse Effect                                                       |  | 32  
|   |  | 3.12.                                          |  | Employee Benefits                                                                |  | 32  
|   |  | 3.13.                                          |  | Compliance with Legal Requirements; Governmental Authorizations                  |  | 34  
|   |  | 3.14.                                          |  | Legal Proceedings; Orders                                                        |  | 34  
|   |  | 3.15.                                          |  | Absence of Certain Changes and Events                                            |  | 35  
|   |  | 3.16.                                          |  | Contracts; No Defaults                                                           |  | 35  
|   |  | 3.17.                                          |  | Insurance                                                                        |  | 36  
|   |  | 3.18.                                          |  | Environmental Matters                                                            |  | 36  
|   |  | 3.19.                                          |  | Employees; Labor Disputes; Compliance                                            |  | 37  
|   |  | 3.20.                                          |  | Brokers or Finders                                                               |  | 37  
|   |  | 3.21.                                          |  | Transactions with Affiliates                                                     |  | 38  
|   |  | 3.22.                                          |  | Representations and Warranties                                                   |  | 38  
|4. |  | REPRESENTATIONS AND WARRANTIES OF BUYER        |  | 38                                                                              
|   |  | 4.1.                                           |  | Organization and Good Standing                                                   |  | 38  
|   |  | 4.2.                                           |  | Authority; No Conflict                                                           |  | 38  
|   |  | 4.3.                                           |  | Brokers or Finders                                                               |  | 38  
|   |  |                                                |  |                                                                                  |  |     

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|    |  | 4.4.                                                 |  | Representations and Warranties               |  | 38
|--- |  | ---------------------------------------------------- |  | -------------------------------------------- |  | --
|5.  |  | COVENANTS OF SELLERS PRIOR TO CLOSING                |  | 39                                          
|    |  | 5.1.                                                 |  | Access and Investigation                     |  | 39
|    |  | 5.2.                                                 |  | Operation of the Business of Sellers         |  | 39
|    |  | 5.3.                                                 |  | Negative Covenant                            |  | 40
|    |  | 5.4.                                                 |  | Required Approvals                           |  | 40
|    |  | 5.5.                                                 |  | Notification                                 |  | 41
|    |  | 5.6.                                                 |  | Reasonable Best Efforts                      |  | 41
|    |  | 5.7.                                                 |  | Interim Financial Statements                 |  | 41
|    |  | 5.8.                                                 |  | Payment of Liabilities                       |  | 41
|    |  | 5.9.                                                 |  | Current Evidence of Title                    |  | 41
|    |  | 5.10.                                                |  | Affiliate Guarantors                         |  | 43
|6.  |  | COVENANTS OF BUYER PRIOR TO CLOSING                  |  | 43                                          
|    |  | 6.1.                                                 |  | Required Approvals                           |  | 43
|    |  | 6.2.                                                 |  | Reasonable Best Efforts                      |  | 44
|    |  | 6.3.                                                 |  | Notification                                 |  | 44
|7.  |  | CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE  |  | 44                                          
|    |  | 7.1.                                                 |  | Accuracy of Representations                  |  | 44
|    |  | 7.2.                                                 |  | Seller's Performance                         |  | 44
|    |  | 7.3.                                                 |  | Consents                                     |  | 44
|    |  | 7.4.                                                 |  | Additional Documents                         |  | 45
|    |  | 7.5.                                                 |  | No Injunction                                |  | 45
|    |  | 7.6.                                                 |  | No Conflict                                  |  | 45
|    |  | 7.7.                                                 |  | Title Insurance                              |  | 45
|    |  | 7.8.                                                 |  | Governmental Authorizations                  |  | 46
|    |  | 7.9.                                                 |  | Environmental Report; Physical Inspection    |  | 46
|    |  | 7.10.                                                |  | Assigned Lease Estoppels                     |  | 46
|    |  | 7.11.                                                |  | REA and DDA Estoppels                        |  | 46
|    |  | 7.12.                                                |  | SNDAs                                        |  | 46
|    |  | 7.13.                                                |  | Memoranda of Lease                           |  | 46
|    |  | 7.14.                                                |  | Merger Agreement                             |  | 46
|8.  |  | CONDITIONS PRECEDENT TO SELLERS' OBLIGATION TO CLOSE |  | 47                                          
|    |  | 8.1.                                                 |  | Accuracy of Representations                  |  | 47
|    |  | 8.2.                                                 |  | Buyer's Performance                          |  | 47
|    |  | 8.3.                                                 |  | Additional Documents                         |  | 47
|    |  | 8.4.                                                 |  | No Injunction                                |  | 47
|    |  | 8.5.                                                 |  | Merger Agreement                             |  | 47
|9.  |  | TERMINATION                                          |  | 48                                          
|    |  | 9.1.                                                 |  | Termination Events                           |  | 48
|    |  | 9.2.                                                 |  | Effect of Termination                        |  | 48
|10. |  | ADDITIONAL COVENANTS                                 |  | 48                                          
|    |  | 10.1.                                                |  | Assistance in Proceedings                    |  | 48
|    |  | 10.2.                                                |  | Retention of and Access to Records           |  | 49
|    |  | 10.3.                                                |  | Further Assurances                           |  | 49
|11. |  | INDEMNIFICATION; REMEDIES                            |  | 49                                          
|    |  | 11.1.                                                |  | Survival and Materiality                     |  | 49
|    |  | 11.2.                                                |  | Indemnification and Reimbursement By Sellers |  | 50
|    |  | 11.3.                                                |  | Indemnification and Reimbursement by Buyer   |  | 51
|    |  | 11.4.                                                |  | Limitations on AmountSellers                |  | 51
|    |  | 11.5.                                                |  | Limitations on AmountBuyer                  |  | 51
|    |  |                                                      |  |                                              |  |   

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|    |  | 11.6.              |  | Time Limitations                                                     |  | 51
|--- |  | ------------------ |  | -------------------------------------------------------------------- |  | --
|    |  | 11.7.              |  | Remedy                                                               |  | 52
|    |  | 11.8.              |  | Third-Party Claims                                                   |  | 52
|    |  | 11.9.              |  | Other Claims                                                         |  | 53
|    |  | 11.10.             |  | Released Claims                                                      |  | 53
|    |  | 11.11.             |  | Title Insurance                                                      |  | 54
|12. |  | GENERAL PROVISIONS |  | 54                                                                  
|    |  | 12.1.              |  | Expenses                                                             |  | 54
|    |  | 12.2.              |  | Public Announcements; Confidentiality                                |  | 54
|    |  | 12.3.              |  | Notices                                                              |  | 55
|    |  | 12.4.              |  | Jurisdiction; Service of Process                                     |  | 57
|    |  | 12.5.              |  | Enforcement of Agreement                                             |  | 57
|    |  | 12.6.              |  | Waiver; Remedies Cumulative                                          |  | 57
|    |  | 12.7.              |  | Entire Agreement and Modification                                    |  | 57
|    |  | 12.8.              |  | Disclosure Schedule                                                  |  | 57
|    |  | 12.9.              |  | Assignments, Successors and No Third-Party Rights; Several Liability |  | 58
|    |  | 12.10.             |  | Desert Representative                                                |  | 58
|    |  | 12.11.             |  | Severability                                                         |  | 59
|    |  | 12.12.             |  | Construction                                                         |  | 59
|    |  | 12.13.             |  | Governing Law                                                        |  | 59
|    |  | 12.14.             |  | Execution of Agreement                                               |  | 59

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LIST OF EXHIBITS

|Exhibit 2.7(a)(i)       |  | Bill of Sale, Assignment and Assumption  
|----------------------- |  | -----------------------------------------
|Exhibit 2.7(a)(ii)      |  | Trademark License Agreement              
|Exhibit 2.7(a)(v)       |  | Lease Assignment and Assumption          
|Exhibit 2.7(a)(vii)     |  | Philip Harris Consulting Agreement       
|Exhibit 2.7(a)(viii)(A) |  | Philip Harris Non-Competition Agreement  
|Exhibit 2.7(a)(viii)(B) |  | George Mann Non-Competition Agreement    
|Exhibit 2.7(a)(viii)(C) |  | Seller Non-Competition Agreement         
|Exhibit 2.7(a)(ix)      |  | Holdback Escrow Agreement                
|Exhibit 2.7(a)(xii)     |  | Certificate of Non-Foreign Status        
|Exhibit 2.7(a)(xv)      |  | Statement of Documentary Transfer Tax    
|Exhibit 2.7(a)(xix)     |  | Grant Deed                               
|Exhibit 2.7(a)(xx)      |  | Letter AgreementTheatre Advertising     
|Exhibit 2.7(a)(xxi)     |  | Letter AgreementConcessions Inventories 
|Exhibit 2.12A           |  | Lessor Consent and Estoppel              
|Exhibit 2.12B           |  | Related Party Lessor Consent and Estoppel
|Exhibit 7.4(a)          |  | Opinion of Sellers' Counsel              
|Exhibit 8.3(b)          |  | Opinion of Buyer's Counsel               

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SCHEDULES

|Schedule 2.1(a)    |  | Assigned Leases                                                          
|------------------ |  | -------------------------------------------------------------------------
|Schedule 2.1(b)    |  | Purchased Real Property                                                  
|Schedule 2.1(g)    |  | Purchased Contracts                                                      
|Schedule 2.4(a)(v) |  | VIP Courtesy Passes                                                      
|Schedule 2.5       |  | Allocation of the Purchase Price                                         
|Schedule 2.7(a)(x) |  | Amendments to the Assigned Leases                                        
|Schedule 2.7(c)    |  | Documents to be Distributed to Sellers and Buyer by Closing Escrow Holder
|Schedule 2.10      |  | Lender Payoffs                                                           
|Schedule 3.1(a)    |  | Foreign Qualifications                                                   
|Schedule 3.1(c)    |  | Ownership of Other Securities                                            
|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(b)    |  | Assigned LeasesDefault                                                  
|Schedule 3.6(c)    |  | Assigned LeasesTermination Rights                                       
|Schedule 3.6(d)    |  | Assigned LeasesTerms                                                    
|Schedule 3.6(e)    |  | Leased 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      |  | Insurance                                                                
|Schedule 3.18      |  | Environmental                                                            
|Schedule 3.18(b)   |  | Environmental Reports                                                    
|Schedule 3.19(b)   |  | Labor Matters                                                            
|Schedule 3.21      |  | Affiliate Transactions                                                   
|Schedule 5.10      |  | Affiliate Guarantees and Affiliate Guarantors                            

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ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement ("Agreement") is dated April 26, 2004, by and among Regal
Cinemas, Inc., a Tennessee corporation ("Buyer"), Signature Theatres, LLC, a California limited liability company
("Signature"), Turlock Cinemas, LLC, a California limited liability company ("Turlock") and Signature
Desert Cinemas, LLC, a Delaware limited liability company ("Desert") (Signature, Turlock and Desert are sometimes collectively referred to herein as
"Sellers" and individually as "Seller").

RECITALS

Whereas, each Seller desires to sell, and Buyer desires to purchase, the Purchased Assets of each Seller for the consideration and on the terms set forth in this
Agreement.

Now,
therefore, the parties, intending to be legally bound, agree as follows:

RECITALS

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.



2.     SALE AND TRANSFER OF PURCHASED ASSETS; CLOSING

2.1.    Purchased Assets to be Sold.

Upon
the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, each Seller shall sell, convey, assign, transfer and
deliver to Buyer, and Buyer shall purchase and acquire from each Seller, all of each Seller's right, title and interest in and to the following property and assets, real, personal or mixed, tangible
and intangible, of every kind and description, wherever located:



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All
of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "Purchased Assets."
Notwithstanding the foregoing, the transfer of the Purchased Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Purchased Assets unless Buyer expressly
assumes that Liability pursuant to Section 2.4(a).

2.2.    Excluded Assets.Notwithstanding anything elsewhere in this Agreement, all of the assets of a Seller not
specifically listed in Section 2.1 (collectively, the "Excluded Assets") are not part of the sale and
purchase contemplated hereunder, are excluded from the Purchased Assets and shall remain the property of the applicable Seller after the Closing, including:



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2.3.    Consideration; Delivery of Funds.



2.4.    Liabilities.(a)Assumed
Liabilities.On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge only the following Liabilities of a Seller with
respect to the Purchased Assets (the "Assumed Liabilities"):



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2.5.    Allocation.The Purchase Price shall be allocated separately to each of the Assigned Leases, the Purchased
Real Property and the other Purchased Assets in accordance with Schedule 2.5. At and after the Closing, the parties shall make consistent use of the allocation, fair market value and useful
lives specified in Schedule 2.5 for all Tax purposes and in all filings, declarations and reports with the IRS in respect thereof, including the reports required to be filed under
Section 1060 of the Code, payment of documentary transfer tax, any re-assessments of the value of the Leased Real Property or Purchased Real Property pursuant to California Revenue
and Taxation Code Section 60 et seq. and withholding pursuant to California Revenue and Taxation Code Section 18662 et seq. Buyer shall prepare and deliver IRS Form 8594 to each
Seller within forty-five (45) days after the Closing Date to be filed with the IRS. In any Proceeding related to the determination of any Tax, neither Buyer nor Sellers shall
contend or represent that such allocation is not a correct allocation. The parties acknowledge and agree that (i) Schedule 2.5 attached upon the execution of this Agreement is
preliminary and is based upon Seller's projected balance sheet as of May 31, 2004, (ii) the applicable Sellers will spend additional funds in connection with the construction projects
that are the subject of the Development Agreements through the Closing Date, and (iii) that there will be other accounting adjustments to reflect that the Scheduled Closing Date is other than
at the end of a month. Consistent with the application of accounting principles used to prepare the original Schedule 2.5, each Seller shall prepare and deliver a revised Schedule 2.5 to
the Buyer within 60 days after the Closing. Such revised Schedule 2.5 shall be subject to Buyer's approval and in the event the parties can not agree to the revised Schedule 2.5,
then the parties shall resolve the dispute as set forth in Section 2.8(e).

2.6.    Closing.



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2.7.    Closing Obligations.In addition to any other documents to be delivered under other provisions of this
Agreement, including without limitation under this Article II, Section 7.4 or Section 8.3, at the Closing:



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2.8.    Prorations Adjustment.



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2.9.    Holdback Escrow.



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2.10.    Closing Payments to Lenders.

A
portion of the Closing Consideration, on a dollar for dollar basis in an amount equal to the balance owing by the Sellers as of the Closing Date to the lenders identified on
Schedule 2.10, shall be wired by the Closing Escrow Holder directly to such lenders at Closing.

2.11.    Consents



2.12.    Lessor Consents and Estoppels



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2.13.    REA Estoppels and DDA Consents



2.14.    SNDAs

With
respect to each of the Assigned Leases which is a sublease, if any, the applicable Seller 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 such Seller 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 such Seller 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 lease, so long as the sublessee attorns to the superior lessor and is not then in
default, on terms and conditions that are reasonably acceptable to Buyer. With respect to each of the Assigned Leases, if any, which is subordinate to a deed of trust executed by the lessor, or by a
master lessor, the applicable Seller 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 such Seller 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 such Seller to Buyer. Each Seller 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 a Seller of any such non-disturbance agreement executed by
any such party, such Seller shall deliver a true and complete copy thereof to Buyer. If a Seller fully complies with its covenants in this Section 2.14, but are 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 such Seller shall not be liable for Damages to Buyer for the
non-delivery of such non-disturbance agreement.

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2.15.    Memoranda of Leases



2.16.    Development Agreements

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

2.17.    Delivery of Property; Minimum Concessions Inventory



3.     REPRESENTATIONS AND WARRANTIES OF SELLERS

Each Seller severally (and not jointly) represents and warrants to Buyer with respect to itself (and not with respect to the other Sellers) that the following
statements contained in this Article 3 are accurate as of the date of this Agreement:

3.1.    Organization and Good Standing



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3.2.    Enforceability; Authority; No Conflict



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3.3.    Capitalization

All
current members of Seller and the Percentage Interests (as defined in the Governing Documents of Seller) of each such member as of the date of the Agreement are set forth in
Schedule 3.3. Except as set forth on Schedule 3.3, Seller is not party to any Contract relating to the issuance, sale or transfer of any membership interest or other securities of Seller
and to the Knowledge of Seller, no member of Seller is party to any Contract relating to voting of or the sale or transfer of any membership interest or other securities of Seller.

3.4.    Financial Statements



3.5.    Books and Records

The
books of account and other financial Records of Seller, 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 Seller, all of which have been made available to Buyer, contain accurate and complete
Records of all material meetings held of, and all material action taken by, the members, managers and governing bodies of Seller.

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



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3.7.    Condition of Leased Real Property



3.8.    Inventories

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

3.9.    No Undisclosed Liabilities

Except
as set forth in Schedule 3.9, Seller 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 Seller 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, 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.

3.12.    Employee Benefits



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3.13.    Compliance with Legal Requirements; Governmental Authorizations



3.14.    Legal Proceedings; Orders



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3.15.    Absence of Certain Changes and Events

Except
as set forth in Schedule 3.15, since the date of the Balance Sheet, Seller has conducted its business only in the Ordinary Course of Business and there has not been any:



3.16.    Contracts; No Defaults



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3.17.    Insurance

Except
as set forth in Schedule 3.17: (i) all policies of insurance to which Seller is a party or that provide coverage to Seller: (A) are valid and outstanding;
(B) taken together, provide adequate insurance coverage for the operations of Seller for all risks normally insured against by a Person carrying on the same business or businesses as Seller in
the same location; (ii) Seller has not received (A) any refusal of coverage or any notice that a defense will be afforded with reservation of rights or (B) any notice of
cancellation or any other indication that any policy of insurance is no longer in full force or effect or that the issuer of any policy of insurance is not willing or able to perform its obligations
thereunder; (iii) Seller has paid all premiums due, and has otherwise performed all of its obligations, under each policy of insurance to which it is a party or that provides coverage to
Seller; and (iv) Seller has given notice to the insurer of all claims of which Seller has Knowledge that may be insured thereby.

3.18.    Environmental Matters



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3.19.    Employees; Labor Disputes; Compliance



3.20.    Brokers or Finders

Neither
Seller 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 Seller's business or the Purchased Assets or the Contemplated Transactions.

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3.21.    Transactions with Affiliates

Except
as set forth in Schedule 3.21, as of the Closing Date no current or former manager, director, executive officer or member of Seller, any Seller or any Affiliate of Seller
will be party to any Material Contract or Assigned Lease or, to Seller's Knowledge, has a material interest in any Material Contract or Assigned Lease.

3.22.    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 provisions of this Agreement), Sellers acknowledge 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 Sellers or their Representatives.

4.     REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to each Seller 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 Tennessee, 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 the Bill of Sale, Assignment and Assumption, the Lease Assignment and Assumption, 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.

4.4.    Representations and Warranties



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5.     COVENANTS OF SELLERS PRIOR TO CLOSING

5.1.    Access and Investigation



5.2.    Operation of the Business of Sellers

Between
the date of this Agreement and the Closing, each Seller shall:



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5.3.    Negative Covenant

Except
as otherwise expressly permitted herein, between the date of this Agreement and the Closing Date, each Seller 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 Purchased Contract, Assigned 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 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 compromise or settlement of any litigation, proceeding or governmental investigation relating to the Purchased Assets, the business of Seller or the Assumed
Liabilities.

5.4.    Required Approvals

As
promptly as practicable after the date of this Agreement, each Seller shall make all filings required to be made by it to obtain Governmental Authorizations or pursuant to Legal
Requirements in order to consummate the Contemplated Transactions (including all filings under the HSR Act). Each Seller 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. Each Seller
also shall cooperate with Buyer and its Representatives in obtaining all Consents (including taking all commercially reasonable actions requested by Buyer to cause early termination of any applicable
waiting period

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under
the HSR Act); provided, however, that Sellers shall not be required to dispose of or make any change to their 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, each Seller 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 Seller's
discovery of, such fact or condition. Should any such fact or condition require any change to the Disclosure Schedule, the applicable Seller shall promptly deliver to Buyer 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 Buyer under
Article 7, Article 9 and Article 11. During the same period, each Seller also shall promptly notify Buyer of the occurrence of any breach of any covenant of such Seller 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

Each
Seller 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, each Seller shall deliver to Buyer within ten (10) days after the end of each month and within forty-five (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 such Seller's current practices and certified by such Seller'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 Closing Date, each Seller 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.    Affiliate Guarantors

Buyer
and Sellers 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 Assigned Leases set forth in Schedule 5.10 ("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 Guarantor that constitute an Assumed Liability to the extent incurred with respect to the related Affiliate
Guarantee in the same manner that Buyer indemnifies a Seller 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 Affiliate Guarantor shall have the same rights and procedural obligations as those of a Seller under Article 11.

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 (including all filings under the HSR Act)
to be made by it to consummate the Contemplated Transactions. Buyer also shall cooperate, and cause its Representatives and Affiliates to cooperate, with each Seller (a) with respect to all
filings each Seller 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.

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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 each Seller 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 each Seller 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 a Seller under Article 8, Article 9 and Article 11. During the same period, Buyer also shall promptly
notify each Seller 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 obligation to purchase the Purchased Assets and to take the other actions required to be taken by Buyer 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

Each
Seller'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" 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 $1,000,000 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.    Seller's Performance

All
of the covenants and obligations that each Seller 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.

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7.4.    Additional Documents

Each
Seller shall have caused the documents and instruments required by Section 2.7(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 and (b) has been adopted
as issued, or has otherwise become effective since the date of this Agreement. Without limiting the generality of the foregoing, the applicable waiting period under the HSR Act shall have expired or
been terminated, and neither the Department of Justice nor the Federal Trade Commission shall have instituted any litigation to enjoin or delay consummation of the Contemplated Transactions.

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 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. Seller 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
Seller (as distinct from

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any
acts or omissions of such Seller's lessor or master lessor, as applicable) and otherwise in a form reasonably acceptable to Seller.

7.8.    Governmental Authorizations

Buyer
shall have received such Governmental Authorizations as are necessary or desirable to allow Buyer to operate the Purchased 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 Leased Real Property and Purchased 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 Sellers 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.    Assigned Lease Estoppels

Sellers
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 Assigned Leases, in form and substance satisfactory to Buyer.

7.11.    REA and DDA Estoppels

Sellers
shall have delivered to Buyer pursuant to Section 2.13 hereof, on or prior to 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. Sellers shall have delivered to Buyer pursuant to Section 2.13 hereof, consents from each of the agencies to the
DDAs, in form and substance reasonably satisfactory to Buyer.

7.12.    SNDAs

Sellers
shall have delivered to Buyer pursuant to Section 2.14 hereof, on or prior to 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.

7.13.    Memoranda of Lease

Sellers
shall have delivered to Buyer pursuant to Section 2.15 hereof, on or prior to the Due Diligence Deadline, original memoranda of lease duly executed, acknowledged and
delivered by the lessors under the Assigned Leases, in recordable form and otherwise in form and substance satisfactory to Buyer.

7.14.    Merger Agreement

Buyer
and Signature Theatre Investors, LLC shall have entered into a Merger Agreement for the acquisition of Signature Theatre Investors, LLC by Buyer or its designees, and such Merger
Agreement shall not have been terminated by any Person party thereto.

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8.     CONDITIONS PRECEDENT TO SELLERS' OBLIGATION TO CLOSE

Each Seller's obligation to sell the Purchased Assets 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 applicable Seller 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 Purchase Price in the manner required under this Agreement.

8.3.    Additional Documents



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. Without limiting the generality of the foregoing, the applicable waiting period under the HSR Act shall have
expired or been terminated, and
neither the Department of Justice nor the Federal Trade Commission shall have instituted any litigation to enjoin or delay consummation of the Contemplated Transactions.

8.5.    Merger Agreement

Buyer
and Signature Theatre Investors, LLC shall have entered into a Merger Agreement for the acquisition of Signature Theatre Investors, LLC by Buyer or its designees and such Merger
Agreement shall not have been terminated by any Person party thereto.

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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:



9.2.    Effect of Termination



10.   ADDITIONAL COVENANTS

10.1.    Assistance in Proceedings

Each
Seller 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,

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failure
to act, incident, occurrence, plan, practice, situation, status or transaction on or before the Closing Date involving such Seller 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 five (5) years) those Records of each
Seller delivered to Buyer. Buyer also shall provide the applicable Seller 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. After the Closing Date, each Seller shall provide Buyer and its Representatives reasonable access
to Records that are Excluded Assets, during normal business hours and on at least ten (1) days' prior written notice, for any reasonable business purpose necessary to the ownership or operation
of the Purchased Assets specified by Buyer in such notice.

10.3.    Further Assurances

Subject
to the provisos in Section 5.1 and Section 6.1, the parties shall cooperate reasonably with each other and with 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.

10.4.    Annual Passes

For
each of the calendar years 2005 through and ending with calendar year 2014, Buyer shall provide Signature (through Philip Harris & Associates, Inc.) with a total of 25
annual passes for free admission to any motion picture theatre operated by Buyer.

11.   INDEMNIFICATION; REMEDIES

11.1.    Survival and Materiality



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11.2.    Indemnification and Reimbursement By Sellers

Sellers,
severally based upon such Seller's respective percentage allocation of the Purchase Price and not jointly, shall indemnify and hold harmless Buyer, 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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11.3.    Indemnification and Reimbursement by Buyer

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



11.4.    Limitations on AmountSellers



11.5.    Limitations on AmountBuyer

Buyer
will have no liability (for indemnification or otherwise) with respect to claims brought by a Seller under Section 11.3(a) and 11.3(b) until the total of all Damages with
respect to such matters exceeds the portion of the Basket allocated to such Seller in Section 11.4 and then only for the amount by which such Damages exceed such portion of the Basket allocated
to such Seller in Section 11.4. However, the limitation of the preceding sentence of this Section 11.5 will not apply to (i) claims under Section 11.3(c) and 11.3(d),
(ii) matters arising in respect of Section 2.4(a), 2.8, 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 a Seller under Section 11.3(a) and 11.3(b) exceed an amount equal to the portion of the Holdback Escrow
Amount allocated to such Seller in Section 2.9.

11.6.    Time Limitations



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

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

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11.11.    Title Insurance

As
between Buyer and Sellers, 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 Sellers with respect to the Subject To Liabilities nothing herein shall prevent Buyer from pursuing such remedies. The
provisions of this Section 11.11 shall survive the delivery of and shall not merge into the Grant Deed delivered to Buyer at Closing respecting the Purchased Real Property.

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, Sellers shall pay (a) fees for recording of the
reconveyances, the memoranda of lease and Lease Assignments and Assumptions and (b) documentary transfer taxes. At Closing, Buyer and the applicable Seller 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 ("Sellers' 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 Sellers' 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 the Seller will pay one-half of (A) the HSR Act filing fee; (B) the fees and
expenses of the Closing Escrow Holder under this Agreement; (C) the Holdback Escrow Agent under the Holdback Escrow Agreement; provided that the HSR Act filing fee will be paid by Buyer and
Sellers at the time of the filing of the HSR Act filing and not through the Closing Escrow Holder and 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):

Sellers:



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Until
the Effective Time:



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

Sellers
acknowledge and agree that Buyer would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with its specific terms and that any
breach of this Agreement by Sellers 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.

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 a Seller 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



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12.9.    Assignments, Successors and No Third-Party Rights; Several Liability

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 Buyer may assign any of
its rights and delegate any of its obligations under this Agreement to any of its subsidiaries or Affiliates; provided that Regal Cinemas, Inc. shall remain jointly and severally liable with
such assignee for the payment of the Purchase Price 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 Affiliate Guarantors pursuant to Section 5.10 in which respect such
Affiliate Guarantors are intended third-party beneficiaries of the agreements set forth in Section 5.10. Notwithstanding anything to the contrary in this Agreement, the obligations of each
Seller under this Agreement are several and not joint with those of the other Seller; each Seller shall have responsibility only for the representations, warranties and covenants given and made with
respect to itself under this Agreement, and such Seller shall not be responsible or liable (for indemnification or otherwise) for breaches by the other Seller of such other Seller's own
representations, warranties or covenants under this Agreement.

12.10.    Desert Representative

As
of the Effective Time, Desert hereby irrevocably appoints Philip Harris III as its true and lawful attorney-in-fact and agent on behalf of and in the name of
Desert for the purposes of this Agreement, the Escrow Agreement and any other agreements executed by Desert in connection with the Closing (the "Desert
Representative"). From and after the Effective Time, the Desert Representative shall receive written notices for the Desert under this Agreement, the Escrow Agreement and any
other agreements executed by Desert in connection with the Closing (collectively, "Desert Documents") and shall have full power and authority to
represent all Persons who as of the Closing Date directly or indirectly through Signature Theatre Investors, LLC ("STI") hold equity interests in Desert
("Affected Persons"), with respect to all matters arising under the Desert Documents, and all action taken by the Desert Representative hereunder,
pursuant to authority granted herein, shall be binding upon Desert and the Affected Persons. Without limiting the generality of the foregoing, with respect to all matters under this Agreement, the
Desert Representative shall have full power and authority, on behalf of Desert and the Affected Persons, to interpret all the terms and provisions of the Desert Documents, to negotiate and compromise
any dispute which may arise under the Desert 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 Desert Representative, or any successor hereafter appointed, may resign and shall be discharged of his duties
hereunder upon the appointment of a successor Desert Representative as hereinafter provided. In case of such resignation, or in the event of the death or inability to act of the Desert Representative,
a successor shall be named by the prior Desert 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 Desert Representative shall, after

58

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agreeing
to become a party hereto by signing a counterpart signature page as the Desert Representative, have all the power, authority, rights, and privileges hereby conferred upon an original Desert
Representative, and the term "Desert Representative" as used herein shall be deemed to include each such successor Desert 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 Desert
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 Desert Representative. Consistent with
the foregoing, it is understood and agreed that in the event after the Closing Date, Buyer or one or more of its Affiliates acquires STI, the sole member of Desert (through merger or otherwise), then
neither Buyer nor any such Affiliate shall be deemed to be a successor of Desert for purposes of this Section 12.10, nor shall Buyer or any such Affiliate succeed to any rights of Desert under
this Agreement or right of representation by the Desert 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.

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.

59

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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:                
|                                      |  |                                                    |  |                  |  |               |  |                    
|                                      |  |                                                    |  |                  |  |               |  |                    
|Sellers:                              |  |                                                    |  |                  |  |              
|SIGNATURE THEATRES, LLC               |  |                                                    |  |                  |  |              
|By:                                   |  | Signature Theatres Management Company, Its Manager |  |                  |  |               |  |                    
|                                      |  | By:                                                |  | /s/PHILIP HARRIS |  |               |  |                    
|                                      |  |                                                    |  | Name:            |  | Philip Harris |  |                    
|                                      |  |                                                    |  | Title:           |  | President     |  |                    
|TURLOCK CINEMAS, LLC                  |  |                                                    |  |                  |  |              
|By:                                   |  | Signature Theatres Management Company, Its Manager |  |                  |  |               |  |                    
|                                      |  | By:                                                |  | /s/PHILIP HARRIS |  |               |  |                    
|                                      |  |                                                    |  | Name:            |  | Philip Harris |  |                    
|                                      |  |                                                    |  | Title:           |  | President     |  |                    
|SIGNATURE DESERT CINEMAS, LLC         |  |                                                    |  |                  |  |              
|By:                                   |  | Signature Theatres Management Company, Its Manager |  |                  |  |               |  |                    
|                                      |  | By:                                                |  | /s/PHILIP HARRIS |  |               |  |                    
|                                      |  |                                                    |  | Name:            |  | Philip Harris |  |                    
|                                      |  |                                                    |  | Title:           |  | President     |  |                    
|DESERT REPRESENTATIVE:                |  |                                                    |  |                  |  |              
|/s/PHILIP HARRIS IIIPhilip Harris III |  |                                                    |  |                  |  |              

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TO:
Regal Cinemas, Inc., as Buyer and Signature Theatres, LLC, Turlock Cinemas, LLC and Signature Desert Cinemas, LLC, as Sellers

The
undersigned hereby acknowledges receipt of a fully executed copy of the Asset Purchase Agreement dated as of April     , 2004 (the "Purchase
Agreement") between Sellers and Buyer. The undersigned agrees to serve as Closing Escrow Holder pursuant to the terms of the Purchase Agreement.

|Dated: April 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 Sellers and,
to the extent applicable, the Affiliate Guarantors, the payment and performance of Buyer of (i) Buyer's indemnity obligations under Section 11.3(d) of the Agreement that relate to
Liabilities under the Assigned Leases that arise after the Effective Time and relate to facts, circumstances or conditions existing, initiated or occurring after the Effective Time (except as set
forth in Section 2.4(b)) and (ii) Buyer's indemnity obligations under Section 5.10 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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