Exhibit 10.1

AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT

AMONG

REGAL ENTERTAINMENT GROUP

AND

THE STOCKHOLDERS IDENTIFIED HEREIN

MAY 14, 2002

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TABLE OF CONTENTS

|   |  |                     |  |                                    |  | Page
|-- |  | ------------------- |  | ---------------------------------- |  | ----
|1. |  | REGISTRATION RIGHTS |  | 1                                 
|   |  | 1.1.                |  | Demand Registration Rights         |  | 1   
|   |  | 1.2.                |  | Piggyback Registration Rights      |  | 3   
|   |  | 1.3.                |  | Registration Procedures            |  | 4   
|   |  | 1.4.                |  | Holdback Agreement                 |  | 5   
|   |  | 1.5.                |  | Registration Expenses              |  | 5   
|   |  | 1.6.                |  | Termination of Registration Rights |  | 7   
|2. |  | COVENANTS           |  | 7                                 
|   |  | 2.1.                |  | Affiliate Transactions             |  | 7   
|   |  | 2.2.                |  | Consultation Rights                |  | 7   
|3. |  | DEFINITIONS         |  | 8                                 
|4. |  | MISCELLANEOUS       |  | 9                                 
|   |  | 4.1.                |  | Additional Actions and Documents   |  | 9   
|   |  | 4.2.                |  | Expenses                           |  | 9   
|   |  | 4.3.                |  | Assignment                         |  | 9   
|   |  | 4.4.                |  | Entire Agreement; Amendment        |  | 9   
|   |  | 4.5.                |  | Waiver                             |  | 10  
|   |  | 4.6.                |  | Limitation on Benefit              |  | 10  
|   |  | 4.7.                |  | Binding Effect                     |  | 10  
|   |  | 4.8.                |  | Termination                        |  | 10  
|   |  | 4.9.                |  | Governing Law                      |  | 10  
|   |  | 4.10.               |  | Notices                            |  | 10  
|   |  | 4.11.               |  | Headings                           |  | 11  
|   |  | 4.12.               |  | Execution in Counterparts          |  | 11  

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AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
REGAL ENTERTAINMENT GROUP

THIS AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT (this "Agreement"), dated May 14, 2002, by and among
Regal Entertainment Group, a Delaware corporation (the "Company"), Anschutz Investment Fund, LP
("Anschutz"), ACE II LLC f/k/a Anschutz Investment Group LLC ("ACE"), Juniper Family Investments, LLC
("Juniper"), Lyndia K. Harvey as Trustee of the Lyndia K. Harvey Revocable Trust ("Harvey") and OCM
Principal Opportunities Fund II, L.P. ("Oaktree" and together with Anschutz, ACE, Juniper and Harvey, the "Sponsor
Stockholders"), and the other stockholders of the Company identified onAppendix Iattached hereto as the
"Non-Sponsor Stockholders." The Sponsor Stockholders and the Non-Sponsor Stockholders, together with other stockholders of the
Company who may become parties hereto from time to time, are referred to herein collectively as the "Stockholders" and individually as a
"Stockholder."

WHEREAS,
the original Stockholders' Agreement dated March 8, 2002 (the "Original Stockholders' Agreement") among the Company and
certain Stockholders was entered into in connection with that certain Exchange Agreement, dated March 8, 2002 by and among the Company and the parties thereto (the
"Exchange Agreement").

WHEREAS,
pursuant to the terms of the Exchange Agreement, Anschutz, Juniper and Harvey, as transferees of ACE and Craig D. Slater, became party to the Exchange Agreement on
April 10, 2002 and pursuant to the terms of the Exchange Agreement, Anschutz, Juniper and Harvey became party to the Original Stockholders' Agreement on April 12, 2002;

WHEREAS,
pursuant to the terms of the Original Stockholders' Agreement, the Original Stockholders' Agreement became effective on April 12, 2002 upon the closing pursuant to the
Exchange Agreement;

WHEREAS,
pursuant to Section 9.9 of the Original Stockholders' Agreement, upon the consummation of the Company's Initial Public Offering, which occurred on the date hereof, the
provisions of Articles 1, 2, 3 and 5 of the Original Stockholders' Agreement automatically terminated;

WHEREAS,
pursuant to Section 9.5 of the Original Stockholders' Agreement, the Original Stockholders' Agreement may be amended by the Company and holders of at least seventy five
percent (75%) of the voting power of all shares of Equity Securities held by the Stockholders;

WHEREAS,
the Company, Anschutz and certain other Stockholders holding in the aggregate not less than seventy five percent (75%) of the voting power of all shares of Equity Securities
held by the Stockholders desire to amend and restate the Original Stockholders' Agreement to, among other things, delete those provisions of the Original Stockholders' Agreement that terminated upon
the closing of the Company's Initial Public Offering and to conform certain other provisions of the Original Stockholders' Agreement as a result thereof;

WHEREAS,
pursuant to Section 9.5 of the Original Stockholders' Agreement, this Agreement shall be binding upon each Stockholder identified on Appendix Ihereto.

WHEREAS,
capitalized terms used in this Agreement shall have the meaning ascribed to them inArticle 3hereof.

NOW,
THEREFORE, for and in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the Company and the Stockholders agree as follows:



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If requested by the Company or the representatives of the underwriters of Equity Securities of the Company, each Stockholder shall not sell or otherwise transfer
or dispose of any Equity Securities of the Company held by such Stockholder (other than those included in a registration, if applicable) for a period specified by the representative of the
underwriters, which period shall not exceed one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Act, providedthat all directors
and executive officers of the Company enter into similar agreements. Each Stockholder agrees to execute and deliver such
other agreements as may reasonably be requested by the Company or the underwriter that are consistent with the foregoing or that are necessary to give further effect thereto. The obligations described
in thisSection 1.4shall not apply to a registration relating solely to employee benefit plans on Form S-1 or
Form S-8 or similar forms. The Company may impose stop-transfer instructions with respect to the Equity Securities subject to the foregoing restrictions, not to exceed a
one hundred eighty (180) day period.





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Except with respect to registrations previously requested or in process, the registration rights set forth in Section 1.1and1.2shall terminate as to any Equity Securities that become (i) eligible
for sale in compliance with Rule 144(k) under the Act (or any similar rule then in force) or (ii) otherwise eligible for sale and saleable within any consecutive three
(3) month period pursuant to Rule 144.

So long as Anschutz, any Anschutz Affiliate, Oaktree or any Oaktree Affiliate holds any Equity Securities, the Company will not without the prior approval of each
of Anschutz and Oaktree, enter into or engage in, or permit any of its subsidiaries to enter into or engage in, any transaction or series of related transactions with any Stockholder or any Affiliate
of any Stockholder, unless such transaction is on terms no less favorable to the Company or its subsidiaries than those that would have been obtainable at that time in an arms-length
transaction with an unaffiliated or uninterested party.



So long as Anschutz, any Anschutz Affiliate, Oaktree or any Oaktree Affiliate hold any Equity Securities, each of the foregoing shall be entitled to:



The
rights granted to Anschutz, any Anschutz Affiliate, Oaktree and any Oaktree Affiliate hereunder are not in substitution for, and shall not be deemed to be in limitation of, any
rights otherwise available to any of the foregoing as holders of any securities of the Company. In addition, the Company shall require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and or assets of the Company to expressly assume and agree to perform the covenants contained in this Section 2.2in the same
manner and to the same extent that the Company would have been required to perform if no succession had taken place.

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Capitalized terms used in this Agreement shall have the meaning ascribed to them as follows:

"Act"
shall mean the Securities Act of 1933, as amended.

"Affiliate"
shall mean with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person. For purposes of
the foregoing, "control" when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by contract or otherwise, and the terms "controlled" and "controlling" shall have meanings correlative to the foregoing.

"Agreement"
shall mean this Amended and Restated Stockholders' Agreement.

"Anschutz"
shall have the meaning ascribed to that term in the introductory paragraph of this Agreement.

"Anschutz
Affiliates" means (i) Anschutz and any company, joint venture, limited liability company, association or partnership of which Anschutz is a shareholder, member, manager
or general partner, as the case may be or (ii) any Person that, directly or indirectly, controls, is controlled by or is under common control with Anschutz Company, a Delaware corporation. For
purposes of the foregoing, "control" when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of
such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms "controlled" and "controlling" shall have meanings correlative to the foregoing.

"Class A
Common Stock" shall mean the common stock of the Company designated Class A, par value $0.001 per share.

"Class B
Common Stock" shall mean the common stock of the Company designated Class B, par value $0.001 per share.

"Common
Stock" shall mean the Class A Common Stock and the Class B Common Stock.

"Company"
shall have the meaning ascribed to that term in the introductory paragraph of this Agreement.

"Equity
Securities" shall mean any share of any class or series of capital stock of the Company or any right or option to acquire any share of capital stock of the Company and shall
include the Common Stock.

"Initial
Public Offering" shall mean the initial public offering of shares of the Company's Class A Common Stock, which offering was consummated on May 14, 2002.

"Oaktree"
shall have the meaning ascribed to that term in the introductory paragraph of this Agreement.

"Oaktree
Affiliates" means (i) Oaktree and any company, joint venture, limited liability company, association or partnership of which Oaktree is a shareholder, member, manager or
general partner, as the case may be or (ii) any Person that, directly or indirectly, controls, is controlled by or is under common control with Oaktree. For purposes of the foregoing, "control"
when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the
ownership of voting securities, by contract or otherwise, and the terms "controlled" and "controlling" shall have meanings correlative to the foregoing.

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"Non-Sponsor
Stockholder" shall mean any person or entity named as such on the signature pages of this Agreement or onAppendix Iattached hereto, as such Appendix may be modified from time to time.

"Person"
means a corporation, trust, limited liability company, association, partnership, joint venture, organization, business, individual, government (or subdivision thereof),
governmental agency or other legal entity.

"Sponsor
Stockholder" shall mean any person named as such in the introductory paragraph of this Agreement or onAppendix Iattached
hereto, as suchAppendix Imay be modified from time to time.

"Stockholder"
shall have the meaning ascribed to that term in the introductory paragraph of this Agreement.

Each of the Company and the Stockholders hereby agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed,
delivered and filed such further documents and instruments, and to obtain such consents, as may be necessary or as may be reasonably requested in order to fully effectuate the purposes, terms and
conditions of this Agreement.

The Company and each Stockholder shall pay his or its own expenses incident to the preparation and negotiation of this Agreement and the transactions contemplated
hereunder, including all legal and accounting fees and disbursements, except as expressly set forth inSection 1.5hereof or in any other
provision of this Agreement.



Neither the Company nor any Stockholder shall assign this Agreement, in whole or in part, whether by operation of law or otherwise unless such person shall have
obtained the prior written consent of the Company and all of the Stockholders. Any purported assignment of this Agreement contrary to the terms hereof shall be null and void and of no force and
effect.



This Agreement, including the Appendices and Exhibits hereto and other writings referred to herein or delivered pursuant hereto, constitutes the entire agreement
among the Company and the Stockholders with respect to the matters addressed herein, and it supersedes all prior oral or written agreements, commitments or understandings with respect to the matters
provided for herein. No amendment, modification or discharge of this Agreement shall be valid or binding unless set forth in writing and duly executed by the Company and (i) holders of at least
a majority of the voting power of the shares of Equity Securities then held by Anschutz or any Anschutz Affiliate and holders of at least a majority of the voting power of the shares of Equity
Securities then held by Oaktree or any Oaktree Affiliate;provided, however,that if, collectively, Anschutz, any Anschutz Affiliate, Oaktree and any
Oaktree Affiliate hold less than 33% of the voting power of all of the shares of Equity Securities held by all Stockholders, then (ii) holders of at least seventy five percent (75%) of the
voting power of all shares of Equity Securities held by the Stockholders. Notwithstanding the foregoing provisions ofSection 4.4, no provision
of this Agreement (including, without limitation, the provisions of thisSection 4.4) may be waived or amended in any manner that would
materially and adversely affect the rights of any Non-Sponsor Stockholder without the written consent of such affected Non-Sponsor Stockholder. Any amendment or waiver effected
in accordance with thisSection 4.4shall be binding upon each holder of any Equity Securities.

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No delay or failure on the part of the Company or any Stockholder in exercising any right, power or privilege under this Agreement or under any other instruments
given in connection with or pursuant to this Agreement shall impair any such right, power or privilege or be construed as a waiver of any default or any acquiescence therein. No single or partial
exercise of any such right, power or privilege shall preclude the further exercise of such right, power or privilege, or the exercise of any other right, power or privilege. No waiver shall be valid
against the Company or any Stockholder unless made in writing and signed by the Person against whom enforcement of such waiver is sought and then only to the extent expressly specified therein.



It is the explicit intention of the Company and the Stockholders that no person or entity other than the Company and the Stockholders is or shall be entitled to
bring any action to enforce any provision of this Agreement against any of the Company or the Stockholders, and the covenants, undertakings and agreements set forth in this Agreement shall be solely
for the benefit of, and shall be enforceable only by, the Company and the Stockholders or their respective successors, heirs, executors, administrators, legal representatives and permitted assigns.



This Agreement shall be binding upon and shall inure to the benefit of the Company and the Stockholders and their respective successors, heirs, executors,
administrators, legal representatives and permitted assigns.



This Agreement shall automatically terminate as to any Stockholder who is or who becomes subject to this Agreement when such Stockholder ceases to own any Equity
Securities or any interest therein and such Stockholder shall thereafter have no rights or obligations hereunder.



This Agreement, the rights and obligations of the Company and the Stockholders, and any claims or disputes relating thereto, shall be governed by and construed in
accordance with the laws of Delaware (excluding the choice of law rules thereof).



All notices, demands, requests, or other communications that may be or are required to be given, served, or sent by the Company or any Stockholder to the Company
or any Stockholder pursuant to this Agreement shall be in writing and shall be hand-delivered, mailed by first-class, registered or certified mail, return receipt requested, postage
prepaid, sent by FedEx or other reputable overnight

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courier service or transmitted by telegram, telecopy, facsimile transmission or telex, addressed as follows:

(i)

If to the Company:Regal Entertainment Group
7132 Mike Campbell Drive
Knoxville, TN 37918
Attention: Presidentand toRegal Entertainment Group
7132 Mike Campbell Drive
Knoxville, TN 37918
Attention: General Counselwith a copy (which shall not constitute notice) to:The Anschutz Corporation
555 17th Street, Suite 2400
Denver, CO 80202
Attention: Michael F. Bennetand toHogan & Hartson L.L.P.
One Tabor Center, Suite 1500
1200 Seventeenth Street
Denver, CO 80202
Attention: Christopher J. Walsh(ii)

If to a Stockholder:To such Stockholder's address onAppendix Ihereto.


Each
of the Company and any Stockholder may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be so given, served or sent. Each notice,
demand, request, or communication that shall be hand-delivered, mailed, overnighted, transmitted, telecopied or telexed in the manner described above, or that shall be delivered to a
telegraph company, shall be deemed sufficiently given, served, sent, received or delivered for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery
receipt, or the answerback being deemed conclusive, but not exclusive, evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.



Article and Section headings and the table of contents contained in this Agreement are inserted for convenience of reference only, shall not be
deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.



To facilitate execution, this Agreement may be executed in as many counterparts as may be required; and it shall not be necessary that the signatures of, or on
behalf of, each signatory, or that the signatures of all persons required to bind any signatory, appear on each counterpart; but it shall be sufficient that the signature of, or on behalf of, each
signatory appear on one or more of the

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counterparts. All counterparts shall collectively constitute a single agreement. It shall not be necessary in making proof of this Agreement to produce or account for more than a number of
counterparts containing the respective signatures of, or on behalf of, all of the signatories hereto.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN
WITNESS WHEREOF, the undersigned have duly executed this Agreement, or have caused this Agreement to be duly executed on their behalf, as of the day and year first hereinabove set
forth.

| |  | REGAL ENTERTAINMENT GROUP
| |  | -------------------------
| |  | By:                      
| |  |                          

| |  | ANSCHUTZ INVESTMENT FUND, LP             
| |  | -----------------------------------------
| |  | By:                                      
| |  | By:                                      
| |  |                                          
| |  | OCM Principal Opportunities Fund II, L.P.
| |  | By:                                      
| |  | By:                                      
| |  | By:                                      
| |  |                                          

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APPENDIX I
STOCKHOLDERS

SPONSOR STOCKHOLDERS

Anschutz
Investment Fund, LP
c/o The Anschutz Corporation
555 17th Street, Suite 2400
Denver, CO 80202

ACE
II LLC
c/o The Anschutz Corporation
555 17th Street, Suite 2400
Denver, CO 80202

Juniper
Family Investments, LLC
c/o The Anschutz Corporation
555 17th Street, Suite 2400
Denver, CO 80202

Lyndia
K. Harvey, Trustee of the Lyndia K. Harvey Revocable Trust
c/o The Anschutz Corporation
555 17th Street, Suite 2400
Denver, CO 80202

OCM
Principal Opportunities Fund II, L.P.
333 South Grand Avenue, 28th Floor
Los Angeles, CA 90071

NON-SPONSOR STOCKHOLDERS

Edwards
Affiliated Holdings, LLC
C/o W. James Edwards III
25 Heritage Lane
Newport Beach, CA 92660

GSCP
Recovery, Inc.
c/o GSC Partners
500 Campus Drive, Suite 220
Florham Park, NJ 07932

LBI
Group, Inc.
c/o Lehman Brothers, Inc.
101 Hudson Street
Jersey City, NJ 07302

Putnam
High Yield Trust
c/o Putnam Investment Management, LLC
High Yield Group
One Post Office Square, 7th Floor
Boston, MA 02109

Putnam
High Yield Advantage Fund
c/o Putnam Investment Management, LLC
High Yield Group
One Post Office Square, 7th Floor
Boston, MA 02109

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Putnam
Variable Trust-Putnam VT High Yield Fund
c/o Putnam Investment Management, LLC
High Yield Group
One Post Office Square, 7th Floor
Boston, MA 02109

Putnam
Master Income Trust
c/o Putnam Investment Management, LLC
High Yield Group
One Post Office Square, 7th Floor
Boston, MA 02109

Putnam
Premier Income Trust
c/o Putnam Investment Management, LLC
High Yield Group
One Post Office Square, 7th Floor
Boston, MA 02109

Putnam
Master Intermediate Income Trust
c/o Putnam Investment Management, LLC
High Yield Group
One Post Office Square, 7th Floor
Boston, MA 02109

Putnam
Diversified Income Trust
c/o Putnam Investment Management, LLC
High Yield Group
One Post Office Square, 7th Floor
Boston, MA 02109

Putnam
Funds Trust-Putnam High Yield Trust II
c/o Putnam Investment Management, LLC
High Yield Group
One Post Office Square, 7th Floor
Boston, MA 02109

Putnam
Strategic Income Fund
c/o Putnam Investment Management, LLC
High Yield Group
One Post Office Square, 7th Floor
Boston, MA 02109

Putnam
Variable Trust-Putnam VT Diversified Income Fund
c/o Putnam Investment Management, LLC
High Yield Group
One Post Office Square, 7th Floor
Boston, MA 02109

Putnam
High Yield Fixed Income Fund, LLC
c/o Putnam Fiduciary Trust Company
High Yield Group
One Post Office Square, 7th Floor
Boston, MA 02109

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Putnam
High Yield Managed Trust
c/o Putnam Fiduciary Trust Company
High Yield Group
One Post Office Square, 7th Floor
Boston, MA 02109

Travelers
Series Fund Inc.-Putnam Diversified Income Portfolio
c/o Putnam Investment Management, LLC
High Yield Group
One Post Office Square, 7th Floor
Boston, MA 02109

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