Exhibit 10.2


 


Opening Transaction


 


	
  To:

  	
   

  	
  Regal Entertainment Group

  
	
   

  	
   

  	
   

  
	
  A/C:

  	
   

  	
  YHGHR0

  
	
   

  	
   

  	
   

  
	
  From:

  	
   

  	
  Credit Suisse Capital LLC

  
	
   

  	
   

  	
  Eleven Madison Avenue

  
	
   

  	
   

  	
  New
  York, NY 10010

  
	
   

  	
   

  	
   

  
	
  Re:

  	
   

  	
  Convertible Bond Hedge
  Transaction

  
	
   

  	
   

  	
   

  
	
  Ref. No:

  	
   

  	
  53380038

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
  March 5, 2008

  



 


Dear Sir(s):


 


The purpose of this communication (this “Confirmation”)
is to set forth the terms and conditions of the above-referenced transaction
entered into on the Trade Date specified below (the “Transaction”) between Credit
Suisse Capital LLC (“Dealer”),
represented by Credit Suisse Securities (USA) LLC (“Agent”)
as its agent, and Regal Entertainment Group (“Counterparty”).  This
communication constitutes a “Confirmation”
as referred to in the ISDA Master Agreement specified below.


 


1.     This Confirmation is subject to, and
incorporates, the definitions and provisions of the 2000 ISDA Definitions
(including the Annex thereto) (the “2000 Definitions”) and the
definitions and provisions of the 2002 ISDA Equity Derivatives Definitions (the
“Equity Definitions”,
and together with the 2000 Definitions, the “Definitions”), in each case as
published by the International Swaps and Derivatives Association, Inc. (“ISDA”).  In the event of any inconsistency between the
2000 Definitions and the Equity Definitions, the Equity Definitions will
govern.  Certain defined terms used
herein have the meanings assigned to them in the Indenture to be dated as of March 10,
2008 between Counterparty and U.S. Bank, National Association, as trustee (the “Indenture”) relating to the USD190,000,000 principal amount
of  6.25% convertible senior notes due
2011 (the “Convertible Notes”).  In the event of any inconsistency between the
terms defined in the Indenture and this Confirmation, this Confirmation shall
govern.  For the avoidance of doubt, (i) the
Transaction shall be the only transaction under the Agreement and (ii) references
herein to sections of the Indenture are based on the draft of the Indenture
most recently reviewed by the parties at the time of execution of this Confirmation.  If any relevant sections of the Indenture are
changed, added or renumbered between the execution of this Confirmation and the
execution of the Indenture, the parties will amend this Confirmation in good
faith to preserve the economic intent of the parties.  The parties further acknowledge that
references to the Indenture herein are references to the Indenture as in effect
on the date of its execution and if the Indenture is amended following its
execution, any such amendment will be disregarded for purposes of this
Confirmation unless the parties agree otherwise in writing.  The Transaction is subject to early unwind if
the closing of the Convertible Notes is not consummated for any reason, as set
forth below in Section 8(j).


 


Each
party is hereby advised, and each such party acknowledges, that the other party
has engaged in, or refrained from engaging in, substantial financial
transactions and has taken other material actions in reliance upon the parties’
entry into the Transaction to which this Confirmation relates on the terms and
conditions set forth below.


 

















 


This
Confirmation evidences a complete and binding agreement between Dealer and
Counterparty as to the terms of the Transaction to which this Confirmation
relates.  This Confirmation shall be
subject to an agreement (the “Agreement”) in
the form of the 1992 ISDA Master Agreement as if Dealer and Counterparty had
executed an agreement in such form on the date hereof (but without any Schedule
except for (i) the election of Loss and Second Method and US Dollars (“USD”) as the Termination Currency and (ii) the
replacement of the word “third” in the last line of Section 5(a)(i) with
the word “first”).


 


All provisions contained in, or incorporated by
reference to, the Agreement will govern this Confirmation except as expressly
modified herein.  In the event of any
inconsistency between this Confirmation and either the Definitions or the
Agreement, this Confirmation shall govern.


 


2.     The Transaction constitutes a Share Option Transaction for purposes
of the Equity Definitions.  The terms of
the particular Transaction to which this Confirmation relates are as follows:


 


General Terms:


 


	
  Trade Date:

  	
   

  	
  March 5,
  2008

  
	
   

  	
   

  	
   

  
	
  Effective Date:

  	
   

  	
  March 10,
  2008

  
	
   

  	
   

  	
   

  
	
  Option Style:

  	
   

  	
  Modified
  American, as described under “Procedures for Exercise” below.

  
	
   

  	
   

  	
   

  
	
  Option Type:

  	
   

  	
  Call

  
	
   

  	
   

  	
   

  
	
  Seller:

  	
   

  	
  Dealer

  
	
   

  	
   

  	
   

  
	
  Buyer:

  	
   

  	
  Counterparty

  
	
   

  	
   

  	
   

  
	
  Shares:

  	
   

  	
  The Common Stock
  of Counterparty, par value USD0.001 per share (Ticker Symbol: “RGC”).

  
	
   

  	
   

  	
   

  
	
  Number of
  Options:

  	
   

  	
  The number of
  Convertible Notes in denominations of USD1,000 principal amount issued by
  Counterparty on the closing date for the initial issuance of the Convertible
  Notes; provided that the Number
  of Options shall be automatically increased as of the date of exercise by Credit Suisse
  Securities (USA) LLC,
  as representative of the Initial Purchasers (as defined in the Purchase
  Agreement), of their option pursuant to Section 1 of the Purchase
  Agreement, dated as of March 5, 2008, between Counterparty and Credit
  Suisse Securities (USA) LLC, as
  representative of the Initial Purchasers party thereto (the “Purchase Agreement”), by the number of
  Convertible Notes in denominations of USD1,000 principal amount issued pursuant to
  such exercise (such Convertible Notes, the “Additional
  Convertible Notes”). For the avoidance of doubt, the Number of
  Options outstanding shall be reduced by each exercise of Options hereunder.

  
	
   

  	
   

  	
   

  
	
  Option Entitlement:

  	
   

  	
  As of any date, a number of Shares per Option equal to the
  “Conversion Rate”(1) (as defined in the Indenture, but without regard to
  any adjustments to the Conversion Rate pursuant to Sections 10.3 or 10.7 of the
  Indenture) as of such date.

  







 


(1) Terminology to be made consistent with the
offering documents.


 


2

















 


	 
	
  Strike Price:

  	
   

  	
  As of any date,
  an amount in USD, rounded to the nearest cent (with 0.5 cents being rounded
  upwards), equal to USD1,000 divided by
  the Option Entitlement as of such date.

  
	 
	
   

  	
   

  	
   

  
	 
	
  Number of
  Shares:

  	
   

  	
  The product of
  the Number of Options and the Option Entitlement.

  
	 
	
   

  	
   

  	
   

  
	 
	
  Premium:

  	
   

  	
  USD12,000,000
  (Premium per Option USD63.157895); provided
  that if the Number of Options is increased pursuant to the proviso to the
  definition of “Number of Options” above, an additional Premium equal to the
  product of the number of Options by which the Number of Options is so
  increased and the Premium per Option shall be paid on the Additional Premium
  Payment Date.

  
	 
	
   

  	
   

  	
   

  
	 
	
  Premium Payment
  Date:

  	
   

  	
  The Effective
  Date

  
	 
	
   

  	
   

  	
   

  
	 
	
  Additional
  Premium Payment Date:

  	
   

  	
  The closing date
  for the purchase and sale of the Additional Convertible Notes.

  
	 
	
   

  	
   

  	
   

  
	 
	
  Exchange:

  	
   

  	
  New York Stock Exchange

  
	 
	
   

  	
   

  	
   

  
	 
	
  Related
  Exchange:

  	
   

  	
  All Exchanges

  
	
  Procedures for
  Exercise:

  	
   

  	
   

  	 

	 
	
  Exercise Date:

  	
   

  	
  Each Conversion
  Date.

  
	 
	
   

  	
   

  	
   

  
	 
	
  Conversion Date:

  	
   

  	
  Each “Conversion
  Date” (as defined in the Indenture) occurring during the Exercise Period for
  Convertible Notes (such Convertible Notes, each in denominations of USD1,000 principal amount, the “Relevant Convertible Notes” for such Conversion Date).

  
	 
	
   

  	
   

  	
   

  
	 
	
  Exercise Period:

  	
   

  	
  The period from
  and excluding the Trade Date to and including the Expiration Date.

  
	 
	
   

  	
   

  	
   

  
	 
	
  Expiration Date:

  	
   

  	
  The earlier of (i) the
  last day on which any Convertible Notes remain outstanding and (ii) the
  “Business Day” (as defined in the Indenture) immediately preceding the
  “Maturity Date” (as defined in the Indenture).

  
	 
	
   

  	
   

  	
   

  
	 
	
  Automatic
  Exercise on

  	
   

  	
   

  
	 
	
  Conversion
  Dates:

  	
   

  	
  On each
  Conversion Date, a number of Options equal to the number of Relevant
  Convertible Notes for such Conversion Date in denominations of USD1,000 principal amount shall be
  automatically exercised, subject to “Notice of Exercise” below.

  
	 
	
   

  	
   

  	
   

  
	 
	
  Notice Deadline:

  	
   

  	
  In respect of
  any exercise of Options hereunder, the “Scheduled Trading Day” (as defined in
  the Indenture) immediately preceding the first Scheduled Trading Day of the
  relevant “Settlement Period” (as defined in the Indenture), subject to
  “Notice of Exercise” below; provided that
  in the case of any exercise of Options hereunder in connection with the
  conversion of any Relevant Convertible Notes for any Conversion Date
  occurring during the period 

  
							



 


3

















 


	
   

  	
   

  	
  starting on the
  35th Scheduled Trading Day immediately preceding the Maturity Date (the “Final Settlement Period”), the Notice Deadline shall be
  the Business Day immediately following such Exercise Date.

  
	
   

  	
   

  	
   

  
	
  Notice of
  Exercise:

  	
   

  	
  Notwithstanding
  anything to the contrary in the Equity Definitions, Dealer shall have no
  obligation to make any payment or delivery in respect of any exercise of Options
  hereunder unless Counterparty notifies Dealer in writing prior to 5:00 PM,
  New York City time, on the Notice Deadline in respect of such exercise of (i) the
  number of Options being exercised on such Exercise Date, (ii) the
  scheduled settlement date under the Indenture for the Relevant Convertible
  Notes for the related Conversion Date, (iii) whether such Relevant
  Convertible Notes will be settled by Counterparty by delivery of cash, Shares
  or a combination of cash and Shares and, if such a combination, the “Fixed
  Cash Amount” (as defined in the Indenture), and (iv) the first Scheduled
  Trading Day of the Settlement Period for such Relevant Convertible Notes; provided that in the case of any exercise of Options
  hereunder in connection with the conversion of any Relevant Convertible Notes
  for any Conversion Date occurring during the Final Settlement Period, the
  content of such notice shall be as set forth in clauses (i) and (iii) above.  For the avoidance of doubt, if Counterparty
  fails to give such notice when due in respect of any exercise of Options
  hereunder, Dealer’s obligation to make any payment or delivery in respect of
  such exercise shall be permanently extinguished, and late notice shall not
  cure such failure; provided
  that, notwithstanding the foregoing, such notice (and the related automatic
  exercise of Options) shall be effective if given after the relevant Notice
  Deadline but prior to 5:00 PM New York City time on the fifth Exchange
  Business Day of such Settlement Period, in which event the Calculation Agent
  shall have the right to adjust the Delivery Obligation (as defined below) as
  appropriate to reflect the additional costs (including, but not limited to,
  hedging mismatches and market losses) and expenses incurred by Dealer in
  connection with its hedging activities (including the unwinding of any hedge
  position) as a result of its not having received such notice prior to the
  applicable Notice Deadline. 
  Counterparty acknowledges its responsibilities under applicable
  securities laws, and in particular Section 9 and Section 10(b) of
  the Exchange Act (as defined below) and the rules and regulations
  thereunder, in respect of its election of the settlement method
  applicable to the
  Convertible Notes.

  
	
   

  	
   

  	
   

  
	
  Dealer’s
  Telephone Number

  	
   

  	
   

  



 


4

















 


	 
	
  and Telex and/or
  Facsimile Number

  	
   

  	
   

  
	 
	
  and Contact
  Details for purpose of

  	
   

  	
   

  
	 
	
  Giving Notice:

  	
   

  	
  To:

  	
  Credit Suisse Securities (USA) LLC

  
	 
	
   

  	
   

  	
   

  	
  Eleven Madison
  Avenue

  
	 
	
   

  	
   

  	
   

  	
  New York, NY
  10010

  
	 
	
   

  	
   

  	
  Attn:

  	
  Equity Linked
  Origination Group

  
	 
	
   

  	
   

  	
   

  
	
  Settlement
  Terms:

  	
   

  	
   

  	 

	 
	
   

  	
   

  	
   

  
	 
	
  Settlement Date:

  	
   

  	
  For any Exercise
  Date, subject to the delivery of Notice of Exercise and Notice of Delivery
  Obligation, if any, the settlement date for the Shares and/or cash to be
  delivered in respect of the Relevant Convertible Notes for the relevant
  Conversion Date under the terms of the Indenture.

  
	 
	
   

  	
   

  	
   

  
	 
	
  Delivery
  Obligation:

  	
   

  	
  In lieu of the
  obligations set forth in Sections 8.1 and 9.1 of the Equity Definitions, and
  subject to Notice of Exercise above and Dividends (under Adjustments)
  below, in respect
  of any Exercise Date, Dealer will deliver to Counterparty on the related
  Settlement Date a number of Shares and/or an amount of cash equal to the aggregate
  number of Shares, if any, that Counterparty would be obligated to deliver to
  the holder(s) of the Relevant Convertible Notes for such Conversion Date
  pursuant to clause (iii)(2) of the last paragraph of Section 10.2(b) of the Indenture and/or the aggregate
  amount of cash, if any, in excess of USD1,000 per Convertible Note (in
  denominations of USD1,000) that Counterparty would be obligated to deliver to
  holder(s) pursuant to clause (ii) or clause (iii)(1), as
  applicable, of the last paragraph of Section 10.2(b) of the Indenture  (except that such aggregate number of
  Shares shall be determined without taking into consideration any rounding
  pursuant to Section 10.2(d) of the Indenture and shall be rounded
  down to the nearest whole number) and cash in lieu of fractional shares, if
  any, resulting from such rounding, if Counterparty had elected to satisfy its
  conversion obligation in respect of such Relevant Convertible Notes by the
  Convertible Note Settlement Method, notwithstanding any different actual
  election by Counterparty with respect to the settlement of such Relevant
  Convertible Notes  (such Shares and/or cash, collectively, the “Convertible Obligation”); provided that the Convertible Obligation shall be
  determined excluding any Shares and/or cash that Counterparty is obligated to
  deliver to holder(s) of the Relevant Convertible Notes as a direct or
  indirect result of any adjustments to the Conversion Rate pursuant to
  Sections 10.3 or 10.7 of the Indenture and any interest payment that the
  Counterparty is (or would have been) obligated to deliver to holder(s) of
  the Relevant Convertible Notes for such Conversion Date; and provided further that if such exercise relates to the
  conversion of Relevant Convertible Notes in connection with which holders
  thereof are entitled to receive additional Shares and/or cash 

  
								



 


5

















 


	
   

  	
   

  	
  pursuant to the
  adjustments to the Conversion Rate set forth in Section 10.3 of the
  Indenture, then, notwithstanding the foregoing, the Delivery Obligation shall
  include such additional Shares and/or cash, except that the Delivery
  Obligation shall be capped so that the value of the Delivery Obligation per
  Option (with the value of any Shares included in the Delivery Obligation
  determined by the Calculation Agent using the “VWAP” (as defined in the
  Indenture) on the last day of the relevant Settlement Period) does not exceed
  the amount as determined by the Calculation Agent that would be payable by
  Dealer pursuant to Section 6 of the Agreement if such Conversion Date
  were an Early Termination Date resulting from an Additional Termination Event
  with respect to which the Transaction (except that, for purposes of
  determining such amount, (x) the Number of Options shall be deemed to be
  equal to the number of Options exercised on such Exercise Date and (y) such
  amount payable will be determined as if Section 10.3 of the Indenture
  were deleted) was the sole Affected Transaction and Counterparty was the sole
  Affected Party (determined without regard to Section 8(a) of this
  Confirmation).  For the avoidance of
  doubt, if the “Daily Conversion Value” (as defined in the Indenture) for each
  of the Settlement Period Trading Days (as defined in the Indenture) occurring
  in the relevant Settlement Period is less than or equal to the Strike Price,
  Dealer will have no delivery obligation hereunder in respect of the related
  Exercise Date.  Notwithstanding the
  foregoing, and in addition to the cap described in the further proviso
  to the preceding
  sentence, in all events the Delivery Obligation shall be capped so that the
  value of the Delivery Obligation does not exceed the value of the Convertible
  Obligation (with the Convertible Obligation determined based on the actual
  settlement method elected by Counterparty with respect to such Relevant
  Convertible Notes instead of the Convertible Note Settlement Method and with
  the value of any Shares included in the either the Delivery Obligation or
  such Convertible Obligation determined by the Calculation Agent using the VWAP on the last day of the relevant
  Settlement Period).

  
	
   

  	
   

  	
   

  
	
  Convertible Note
  Settlement Method:

  	
   

  	
  For any Relevant
  Convertible Notes, if Counterparty has notified Dealer in the related Notice
  of Exercise that it has elected to satisfy its conversion obligation in
  respect of such Relevant Convertible Notes in cash or in a combination of
  cash and Shares in accordance with Section 10.2 of the Indenture (a “Cash Election”) with a Fixed Cash Amount of at least
  USD1,000, the Convertible Note Settlement Method shall be the settlement
  method actually so elected by Counterparty in respect of such Relevant
  Convertible 

  



 


6

















 


	 
	
   

  	
   

  	
  Notes;
  otherwise, the Convertible Note Settlement Method shall assume Counterparty
  had made a Cash Election with respect to such Relevant Convertible Notes with
  a Fixed Cash Amount of USD1,000 per Relevant Convertible Note.

  
	 
	
   

  	
   

  	
   

  
	 
	
  Notice of
  Delivery Obligation:

  	
   

  	
  No later than
  the Exchange Business Day immediately following the last day of the relevant
  Settlement Period), Counterparty shall give Dealer notice of the final number
  of Shares and/or cash comprising the relevant Convertible Obligation; provided that, with respect to any
  Exercise Date occurring during the Final Settlement Period, Counterparty may
  provide Dealer with a single notice of the aggregate number of Shares and/or
  cash comprising the Convertible Obligations for all Exercise Dates occurring
  during such period (it being understood, for the avoidance of doubt, that the
  requirement of Counterparty to deliver such notice shall not limit
  Counterparty’s obligations with respect to Notice of Exercise or Dealer’s
  obligations with respect to Delivery Obligation, each as set forth above, in
  any way).

  
	 
	
   

  	
   

  	
   

  
	 
	
  Other Applicable
  Provisions:

  	
   

  	
  To the extent
  Dealer is obligated to deliver Shares hereunder, the provisions of Sections
  9.1(c), 9.8, 9.9, 9.10, 9.11 and 9.12 of the Equity Definitions will be
  applicable as if “Physical Settlement” applied to the Transaction; provided that the Representation and
  Agreement contained in Section 9.11 of the Equity Definitions shall be
  modified by excluding any representations therein relating to restrictions,
  obligations, limitations or requirements, including, without limitation, with
  respect to any sale, re-sale, assignment or transfer of such Shares, under
  applicable securities laws that exist as a result of the fact that Buyer is
  the issuer of the Shares.

  
	 
	
   

  	
   

  	
   

  
	 
	
  Restricted
  Certificated Shares:

  	
   

  	
  Notwithstanding
  anything to the contrary in the Equity Definitions, Dealer may, in whole or
  in part, deliver Shares in certificated form representing the Number of
  Shares to be Delivered to Counterparty in lieu of delivery through the
  Clearance System.

  
	 
	
   

  	
   

  	
   

  
	
  Adjustments:

  	
   

  	
   

  	 

	 
	
   

  	
   

  	
   

  
	 
	
  Method of
  Adjustment:

  	
   

  	
  Notwithstanding Section 11.2
  of the Equity Definitions, upon the occurrence of any event or condition set
  forth in Sections 10.4(a), (b), (c) or (d) of the Indenture (each,
  an “Adjustment Event”), the
  Calculation Agent shall make the corresponding adjustment in respect of any
  one or more of the Number of Options, the Option Entitlement and any other
  variable relevant to the exercise, settlement or payment of the Transaction,
  to the extent an analogous adjustment is made under the Indenture.  Immediately upon the occurrence of any
  Adjustment Event, Counterparty shall notify the Calculation 

  
							



 


7

















 


	 
	
   

  	
   

  	
  Agent of such
  Adjustment Event; and once the adjustments to be made to the terms of the
  Indenture and the Relevant Convertible Notes in respect of such Adjustment
  Event has been determined, Counterparty shall immediately notify the Calculation
  Agent in writing of the details of such adjustments.

  
	 
	
   

  	
   

  	
   

  
	 
	
  Dividends:

  	
   

  	
  If an
  ex-dividend date for a cash dividend or distribution on the Shares occurs on
  or after the Trade Date and on or prior to the Expiration Date and the amount
  of such dividend or distribution is less than Ordinary Dividend Amount, or if
  no ex-dividend date for a cash dividend or distribution on the Shares occurs
  in any regular quarterly dividend period of Counterparty that falls, in whole or in part, after the Trade Date and on or prior
  to the Expiration Date, then the Calculation Agent will make adjustments to
  the Delivery Obligation in respect of each Exercise Date as it determines
  appropriate to account for the economic effect on the Transaction of such
  shortfall.

  
	 
	
   

  	
   

  	
   

  
	 
	
  Ordinary Dividend Amount:

  	
   

  	
  For the first
  dividend or distribution on the Shares for which the ex dividend date occurs
  during any regular quarterly dividend period of Counterparty, USD0.30; for
  any other dividend or distribution on the Shares for which the ex dividend
  date occurs during the same regular quarterly dividend period, USD0.00.

  
	 
	
   

  	
   

  	
   

  
	
  Extraordinary
  Events:

  	
   

  	
   

  	 

	 
	
   

  	
   

  	
   

  
	 
	
  Merger Events
  and Tender Offer:

  	
   

  	
  Notwithstanding Section 12.1
  of the Equity Definitions, a “Merger Event” or “Tender Offer” means the
  occurrence of any event or condition set forth in Section 10.12 or Section 10.4(e),
  respectively, of the Indenture.

  
	 
	
   

  	
   

  	
   

  
	 
	
  Consequences of
  Merger Events

  	
   

  	
   

  
	 
	
  and Tender
  Offers:

  	
   

  	
  Notwithstanding
  Sections 12.2 and 12.3 of the Equity Definitions, upon the occurrence of a Merger
  Event or Tender Offer, the Calculation Agent shall make the corresponding
  adjustment in respect of any adjustment under the Indenture to any one or
  more of the nature of the Shares, the Number of Options, the Option
  Entitlement and any other variable relevant to the exercise, settlement or
  payment for the Transaction, to the extent an analogous adjustment is made
  under the Indenture in respect of such Merger Event or Tender Offer; provided that such adjustment shall be
  made without regard to any adjustment to the Conversion Rate for the issuance
  of additional Shares as set forth in Sections 10.3 or 10.7 of the Indenture.

  
	 
	
   

  	
   

  	
   

  
	 
	
  Notice of Merger
  or Tender Offer

  	
   

  	
   

  
	 
	
  Consideration:

  	
   

  	
  Upon the
  occurrence of a Merger Event or Tender Offer that causes the Shares to be
  converted into the right to receive more than a single type of consideration
  (determined based in part upon any form of stockholder election),
  Counterparty shall reasonably promptly (but in any event prior to the 

  
							



 


8

















 


	
   

  	
   

  	
  relevant merger date) notify the Calculation Agent of (i) the weighted average of
  the types and amounts of consideration received by the holders of Shares
  entitled to receive cash, securities or other property or assets with respect
  to or in exchange for such Shares in any Merger Event or Tender Offer who
  affirmatively make such an election and (ii) the details of the
  adjustment made under the Indenture in respect of such Merger Event or Tender
  Offer.

  
	
   

  	
   

  	
   

  
	
  Nationalization,
  Insolvency

  	
   

  	
   

  
	
  or Delisting:

  	
   

  	
  Cancellation and
  Payment (Calculation Agent Determination); provided
  that in addition to the provisions of Section 12.6(a)(iii) of the
  Equity Definitions, it will also constitute a Delisting if the Exchange is
  located in the United States and the Shares are not immediately re-listed,
  re-traded or re-quoted on any of the New York Stock Exchange, the American
  Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market
  (or their respective successors); if the Shares are immediately re-listed,
  re-traded or re-quoted on any such exchange or quotation system, such
  exchange or quotation system shall thereafter be deemed to be the Exchange.

  
	
   

  	
   

  	
   

  
	
  Additional
  Disruption Events:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (a)   Change
  in Law:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)   Insolvency
  Filing:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (c)   Hedging
  Disruption:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (d)   Increased
  Cost of Hedging:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Hedging Party:

  	
   

  	
  Dealer

  
	
   

  	
   

  	
   

  
	
  Determining
  Party:

  	
   

  	
  Dealer

  
	
   

  	
   

  	
   

  
	
  Non-Reliance:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Agreements and
  Acknowledgments

  	
   

  	
   

  
	
  Regarding
  Hedging Activities:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Additional
  Acknowledgments:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Calculation
  Agent:

  	
   

  	
  Dealer

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Account Details:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Dealer Payment
  Instructions:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Citibank, National Association

  	
   

  	
   

  
	
   

  	
   

  	
  Bank Routing: 021-000-089

  	
   

  	
   

  
	
   

  	
   

  	
  Swift: CITIUS33

  	
   

  	
   

  
	
   

  	
   

  	
  Account Name: Credit Suisse Capital LLC

  	
   

  	
   

  
	
   

  	
   

  	
  Account No.: 3045-9883

  	
   

  	
   

  
	
   

  	
   

  	
  BIC: CSFBUS3L

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Counterparty
  Payment Instructions:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  To be provided
  by Counterparty.

  	
   

  	
   

  



 


9

















 


5.     Offices:


 


The Office of Dealer for the Transaction is:


 


Credit Suisse Capital LLC


Eleven Madison Avenue


New York, NY 10010


 


The Office of Counterparty for the Transaction is:


 


Regal Entertainment Group


7132 Regal Lane


Knoxville, TN 37918


 


6.     Notices: For purposes of this Confirmation:


 


(a)           Address for notices or communications to
Counterparty:


 


	
  To:

  	
   

  	
  Regal Entertainment
  Group

  
	
   

  	
   

  	
  7132 Regal Lane

  
	
   

  	
   

  	
  Knoxville, TN 37918

  
	
  Attn:

  	
   

  	
  Chief Financial Officer

  
	
  Telephone:

  	
   

  	
  (865) 922-1123

  
	
  Facsimile:

  	
   

  	
  (865) 922-6085

  



 


(b)           Address for notices or communications to
Dealer:


 


	
  To:

  	
   

  	
  Credit Suisse Capital LLC

  
	
   

  	
   

  	
  c/o Credit Suisse Securities (USA) LLC

  
	
   

  	
   

  	
  Eleven Madison
  Avenue

  
	
   

  	
   

  	
  New York,
  NY10010

  
	
  Attn:

  	
   

  	
  Equity Linked
  Origination Group

  



 


7.     Representations, Warranties and Agreements:


 


(a)           In addition to the representations
and warranties in the Agreement and those contained elsewhere herein,
Counterparty represents and warrants to and for the benefit of, and agrees
with, Dealer as follows:


 


(i)            On the Trade Date, (A) none of
Counterparty and its officers and directors is aware of any material nonpublic
information regarding Counterparty or the Shares and (B) all reports and
other documents filed by Counterparty with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) when considered as a whole (with the more
recent such reports and documents deemed to amend inconsistent statements
contained in any earlier such reports and documents), do not contain any untrue
statement of a material fact or any omission of a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances in which they were made, not misleading.


 


(ii)           On the Trade Date, neither
Counterparty nor any “affiliate” or “affiliated purchaser” (each as defined in Rule 10b-18
of the Exchange Act (“Rule 10b-18”))
shall directly or indirectly (including, without limitation, by means of any
cash-settled or other derivative instrument other than the Transaction)
purchase, offer to purchase, place any bid or limit order that would effect a
purchase of, or commence any tender offer relating to, any Shares (or an
equivalent interest, including a unit of beneficial interest in a trust or
limited partnership or a depository share) or any security convertible into or
exchangeable or exercisable for Shares.


 


(iii)          Without limiting the generality of Section 13.1
of the Equity Definitions, Counterparty acknowledges that Dealer is not making
any representations or warranties with respect to the treatment of the
Transaction under any accounting standards including FASB 


 


10

















 


Statements 128, 133 ( as amended), 149 or 150, EITF Issue No. 00-19,
01-6 or 03-6 (or any successor issue statements) or under FASB’s Liabilities &
Equity Project.


 


(iv)          Without limiting the generality of Section 3(a)(iii) of
the Agreement, the Transaction will not violate Rule 13e-1 or Rule 13e-4
under the Exchange Act.


 


(v)           Prior to the Trade Date, Counterparty
shall deliver to Dealer a resolution of Counterparty’s board of directors
authorizing the Transaction and such other certificate or certificates as
Dealer shall reasonably request.


 


(vi)          Counterparty is not entering into this
Confirmation to create actual or apparent trading activity in the Shares (or
any security convertible into or exchangeable for Shares) or to raise or
depress or otherwise manipulate the price of the Shares (or any security
convertible into or exchangeable for Shares) or to otherwise violate the
Exchange Act.


 


(vii)         Counterparty is not, and after giving
effect to the transactions contemplated hereby will not be, required to
register as, an “investment company” as such term is defined in the Investment
Company Act of 1940, as amended.


 


(viii)        On each of the Trade Date, the Premium
Payment Date and the Additional Premium Payment Date, if any, Counterparty is
not “insolvent” (as such term is defined under Section 101(32) of the U.S.
Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy
Code”)) and Counterparty would be able to purchase the Shares
hereunder in compliance with the laws of the jurisdiction of Counterparty’s
incorporation.


 


(ix)           The representations and warranties of
Counterparty set forth in Section 3 of the Agreement and Section 2 of
the Purchase Agreement are true and correct as of the Trade Date, the Effective
Date and, if applicable,
the Additional Premium Payment Date and are hereby deemed to be repeated to
Dealer as if set forth herein.


 


(b)           Each of Dealer and Counterparty
agrees and represents that it is an “eligible contract participant” as defined
in Section 1a(12) of the U.S. Commodity Exchange Act, as amended.


 


(c)           Each of Dealer and Counterparty
acknowledges that the offer and sale of the Transaction to it is intended to be
exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(2) thereof.  Accordingly, Counterparty represents and
warrants to Dealer that (i) it has the financial ability to bear the
economic risk of its investment in the Transaction and is able to bear a total
loss of its investment and its investments in and liabilities in respect of the
Transaction, which it understands are not readily marketable, are not
disproportionate to its net worth, and it is able to bear any loss in
connection with the Transaction, including the loss of its entire investment in
the Transaction, (ii) it is an “accredited investor” as that term is
defined in Regulation D as promulgated under the Securities Act, (iii) it
is entering into the Transaction for its own account and without a view to the
distribution or resale thereof, (iv) the assignment, transfer or other
disposition of the Transaction has not been and will not be registered under
the Securities Act and is restricted under this Confirmation, the Securities
Act and state securities laws, and (v) its financial condition is such
that it has no need for liquidity with respect to its investment in the
Transaction and no need to dispose of any portion thereof to satisfy any
existing or contemplated undertaking or indebtedness and is capable of
assessing the merits of and understanding (on its own behalf or through
independent professional advice), and understands and accepts, the terms, conditions
and risks of the Transaction.


 


(d)           Each of Dealer and Counterparty
agrees and acknowledges that Dealer is a “financial institution,” “swap
participant” and “financial participant” within the meaning of Sections
101(22), 101(53C) and 101(22A) of Title 11 of the United States Code (the “Bankruptcy Code”).  The parties hereto further agree and
acknowledge (A) that this Confirmation is (i) a “securities contract,”
as such term is defined in Section 741(7) of the Bankruptcy Code,
with respect to which each payment and delivery hereunder is a “settlement
payment,” as such term is defined in Section 741(8) of the Bankruptcy
Code, and (ii) a “swap agreement,” as such term is defined in Section 101(53B)
of the Bankruptcy Code, with respect to which each payment and delivery
hereunder is a “transfer,” as such term is defined in Section 101(54) of
the Bankruptcy Code, and (B) that Dealer is entitled to the protections
afforded by, among other sections, Sections 362(b)(6), 362(b)(17), 546(e),
546(g), 555 and 560 of the Bankruptcy Code.


 


11
















 


(e)           Each party acknowledges and agrees to
be bound by the Conduct Rules of the National Association of Securities
Dealers, Inc. applicable to transactions in options, and further agrees
not to violate the position and exercise limits set forth therein.


 


(f)            Counterparty shall deliver to Dealer
an opinion of counsel, dated as of the Trade Date and reasonably acceptable to
Dealer in form and substance, with respect to the matters set forth in Section 3(a) of
the Agreement.


 


8.  Other
Provisions:


 


(a)           Alternative Calculations and Payment on Early Termination and on
Certain Extraordinary Events. 
If Dealer shall owe Counterparty any amount pursuant to “Consequences of
Merger Events” above or Sections 12.6, 12.7 or 12.9 of the Equity Definitions
(except in the event of a Merger Event, Insolvency, or Nationalization, in
which the consideration or proceeds to be paid to holders of Shares consists
solely of cash) or pursuant to Section 6(d)(ii) of the Agreement
(except in the event of an Event of Default in which Counterparty is the
Defaulting Party or a Termination Event in which Counterparty is the Affected
Party, that resulted from an event or events within Counterparty’s control) (a “Payment Obligation”), Counterparty shall have the right, in
its sole discretion, to require Dealer to satisfy any such Payment Obligation
by the Share Termination Alternative (as defined below) by giving irrevocable
telephonic notice to Dealer, confirmed in writing within one Scheduled Trading
Day, between the hours of 9:00 A.M. and 4:00 P.M. New York City time
on the relevant merger date under the Indenture or Early Termination Date, as applicable (“Notice of Share Termination”).  Upon such Notice of Share Termination, the
following provisions shall apply on the Scheduled Trading Day immediately
following the relevant merger date under the Indenture or Early Termination Date, as applicable:


 


	
  Share
  Termination Alternative:

  	
   

  	
  Applicable and
  means that Dealer shall deliver to Counterparty the Share Termination
  Delivery Property on the date on which the Payment Obligation would otherwise
  be due pursuant to Section 12.7 or 12.9 of the Equity Definitions or
  Section 6(d)(ii) of the Agreement, as applicable (the “Share Termination Payment Date”), in satisfaction of the
  Payment Obligation.

  
	
   

  	
   

  	
   

  
	
  Share Termination
  Delivery

  	
   

  	
   

  
	
  Property:

  	
   

  	
  A number of Share
  Termination Delivery Units, as calculated by the Calculation Agent, equal to
  the Payment Obligation divided by the Share Termination Unit Price. The
  Calculation Agent shall adjust the Share Termination Delivery Property by
  replacing any fractional portion of the aggregate amount of a security
  therein with an amount of cash equal to the value of such fractional security
  based on the values used to calculate the Share Termination Unit Price.

  
	
   

  	
   

  	
   

  
	
  Share Termination Unit
  Price:

  	
   

  	
  The value of property
  contained in one Share Termination Delivery Unit on the date such Share
  Termination Delivery Units are to be delivered as Share Termination Delivery
  Property, as determined by the Calculation Agent in its discretion by
  commercially reasonable means and notified by the Calculation Agent to Dealer
  at the time of notification of the Payment Obligation.

  
	
   

  	
   

  	
   

  
	
  Share Termination
  Delivery Unit:

  	
   

  	
  In the case of a
  Termination Event, Event of Default, Delisting or Additional Disruption
  Event, one Share
  or, in the case of an Insolvency, Nationalization or Merger Event, one Share
  or a unit consisting of the number or amount of each type of property
  received by a holder of one Share (without consideration of any requirement to
  pay cash or other consideration in lieu of fractional amounts of any
  securities) in such Insolvency, Nationalization or Merger Event. If such
  Insolvency, Nationalization or Merger Event involves a choice of
  consideration to be received by holders, such holder shall be deemed to have
  elected to receive the maximum possible amount of cash.

  



 


12

















 


	
  Failure to Deliver:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Other applicable
  provisions:

  	
   

  	
  If Share Termination
  Alternative is applicable, the provisions of Sections 9.8, 9.9, 9.11 and 9.12
  of the Equity Definitions will be applicable as if “Physical Settlement”
  applied to the Transaction, except that all references to “Shares” shall be
  read as references to “Share Termination Delivery Units”; provided that the Representation and
  Agreement contained in Section 9.11 of the Equity Definitions shall be
  modified by excluding any representations therein relating to restrictions,
  obligations, limitations or requirements, including, without limitation, with
  respect to any sale, re-sale, assignment or transfer of such Share
  Termination Delivery Units, under applicable securities laws as a result of
  the fact that Buyer is the issuer of any Share Termination Delivery Units (or
  any part thereof).

  



 


(b)                                 Disposition of Hedge Shares.  Counterparty hereby agrees that if, in the good faith
reasonable judgment of Dealer, the Shares (the “Hedge Shares”) acquired by Dealer for the purpose of hedging
its obligations pursuant to the Transaction cannot be sold in the U.S. public
market by Dealer without registration under the Securities Act, Counterparty
shall, at its election: (i) in order to allow Dealer to sell the
Hedge Shares in a registered offering, make available to Dealer an effective
registration statement under the Securities Act to cover the resale of such
Hedge Shares and (A) enter into an agreement, in form and substance
satisfactory to Dealer, substantially in the form of an underwriting agreement
for a registered offering, (B) provide accountant’s “comfort”
letters in customary form for registered offerings of equity securities, (C) provide
disclosure opinions of nationally recognized outside counsel to Counterparty
reasonably acceptable to Dealer, (D) provide other customary opinions,
certificates and closing documents customary in form for registered offerings
of equity securities and (E) afford Dealer a reasonable opportunity to
conduct a “due diligence” investigation with respect to Counterparty customary
in scope for underwritten offerings of equity securities; provided, however,
that if Dealer, in its sole reasonable discretion, is not satisfied with access
to due diligence materials, the results of its due diligence investigation, or
the procedures and documentation for the registered offering referred to above,
then clause (ii) or clause (iii) of this Section 8(b) shall
apply at the election of Counterparty; (ii) in order to allow Dealer to
sell the Hedge Shares in a private placement, to enter into a private placement
agreement substantially similar to private placement purchase agreements
customary for private placements of equity securities, in form and substance
satisfactory to Dealer, including customary representations, covenants, blue
sky and other governmental filings and/or registrations, indemnities to Dealer,
due diligence rights (for Dealer or any designated buyer of the Hedge Shares
from Dealer), opinions and certificates and such other documentation as is
customary for private placements agreements, all reasonably acceptable to Dealer
(in which case, the Calculation Agent shall make any adjustments to the terms
of the Transaction that are necessary, in its reasonable judgment, to
compensate Dealer for any discount from the public market price of the Shares
incurred on the sale of Hedge Shares in a private placement); or (iii) purchase
the Hedge Shares from Dealer at the VWAP Price on such Exchange Business Days,
and in the amounts, requested by Dealer. 
“VWAP Price” means, on any
Exchange Business Day, the per Share volume-weighted average price as displayed
under the heading “Bloomberg VWAP” on Bloomberg page RGC <equity> VAP (or any successor
thereto) in respect of the period from 9:30 a.m. to 4:00 p.m. (New
York City time) on such Exchange Business Day (or if such volume-weighted average
price is unavailable, the market value of one Share on such Exchange Business
Day, as determined by the Calculation Agent using a volume-weighted method).


 


(c)                                  Repurchase Notices. 
Counterparty shall, on any day on which Counterparty effects any repurchase
of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if, following such
repurchase, the Notice Percentage as determined on such day is (i) greater
than 6% and (ii) greater by 0.5% than the Notice Percentage included in
the immediately preceding Repurchase Notice (or, in the case of the first such
Repurchase Notice, greater than the Notice Percentage as of the date
hereof).  The “Notice
Percentage” as of any day is the fraction, expressed as a percentage,
the numerator of which is the Number of Shares and the denominator of which is
the number of Shares outstanding on such day. 
In the event that Counterparty fails to provide Dealer with a Repurchase
Notice on the day and in the manner specified in this Section 8(c) then
Counterparty agrees to indemnify and hold 


 


13

















 


harmless Dealer, its affiliates and their respective
directors, officers and controlling persons (Dealer and each such person being
an “Indemnified Party”) from and against
any and all losses, claims, damages and liabilities (or actions in respect
thereof), joint or several, to which such Indemnified Party may become subject
under applicable securities laws, including without limitation, Section 16
of the Exchange Act, relating to or arising out of such failure.  If any suit, action, proceeding (including
any governmental or regulatory investigation), claim or demand shall be brought
or asserted against an Indemnified Party, such Indemnified Party shall promptly
notify Counterparty in writing, and any counsel retained by such Indemnified
Party shall be reasonably acceptable to Counterparty.  Counterparty shall be relieved from liability
to the extent that the Indemnified Party fails to promptly notify Counterparty
of any action commenced against it in respect of which indemnity may be sought
hereunder; provided, that failure to notify
Counterparty (x) shall not relieve Counterparty from any liability
hereunder to the extent it is not materially prejudiced as a result thereof and
(y) shall not, in any event, relieve Counterparty from any liability that
it may have otherwise than on account of this paragraph (c).  Counterparty shall not be liable for any
settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff,
Counterparty agrees to indemnify any Indemnified Party from and against any
loss or liability by reason of such settlement or judgment.  Counterparty shall not, without the prior
written consent of the Indemnified Party, effect any settlement of any pending
or threatened proceeding in respect of which any Indemnified Party is or could
have been a party and indemnity could have been sought hereunder by such
Indemnified Party, unless such settlement includes an unconditional release of
such Indemnified Party from all liability on claims that are the subject matter
of such proceeding on terms reasonably satisfactory to such Indemnified Party.  If for any reason the foregoing
indemnification is unavailable to any Indemnified Party or insufficient to hold
harmless any Indemnified Party, then Counterparty shall contribute, to the
maximum extent permitted by law, to the amount paid or payable by the
Indemnified Party as a result of such loss, claim, damage or liability.  In addition, Counterparty will reimburse any
Indemnified Party for all expenses (including reasonable counsel fees and
expenses) as they are incurred (after notice to Counterparty) in connection with
the investigation of, preparation for or defense or settlement of any pending
or threatened claim or any action, suit or proceeding arising therefrom,
whether or not such Indemnified Party is a party thereto and whether or not
such claim, action, suit or proceeding is initiated or brought by or on behalf
of Counterparty.  This indemnity shall
survive the completion of the Transaction contemplated by this Confirmation and
any assignment and delegation of the Transaction made pursuant to this
Confirmation or the Agreement shall inure to the benefit of any permitted
assignee of Dealer.


 


(d)                                 Additional Termination Events. 
The occurrence of (i) an event of default with respect to
Counterparty under the terms of the Convertible Notes as set forth in Section 5.01
of the Indenture, or (ii) an Amendment Event shall be an Additional
Termination Event with respect to which the Transaction is the sole Affected
Transaction and Counterparty is the sole Affected Party, and Dealer shall be
the party entitled to designate an Early Termination Date pursuant to Section 6(b) of
the Agreement.


 


“Amendment
Event” means that Counterparty amends, modifies, supplements or
obtains a waiver in respect of any term of the Indenture or the Convertible
Notes governing the principal amount, coupon, maturity, repurchase obligation
of Counterparty, redemption right of Counterparty, any term relating to
conversion of the Convertible Notes (including changes to the conversion price,
conversion settlement dates or conversion conditions), or any term that would
require consent of the holders of not less than 100% of the principal amount of
the Convertible Notes to amend, in each case without the prior consent of
Dealer.


 


(e)                                  Right to Extend. 
Dealer may postpone any Settlement Date or any other date of valuation
or delivery by Dealer, with respect to some or all of the relevant Options (in
which event the Calculation Agent shall make appropriate adjustments to the
Delivery Obligation), if Dealer determines, in its reasonable discretion based
on advice of counsel, that such extension is reasonably necessary or
appropriate to preserve Dealer’s hedging or hedge unwind activity hereunder in
light of existing liquidity conditions in the cash market or the stock borrow
market or other relevant market or to enable Dealer to effect purchases of
Shares in connection with its hedging, hedge unwind or settlement activity
hereunder in a manner that would, if Dealer were Counterparty or an affiliated
purchaser of Counterparty, be in compliance with applicable legal, regulatory
or self-regulatory requirements, or with related policies and procedures
applicable to Dealer.


 


14

















 


(f)                                    Staggered Settlement. Dealer may, by notice to Counterparty prior to any Settlement Date (a “Nominal Settlement Date”), elect to deliver
the Shares on one or more dates (each, a “Staggered
Settlement Date”) or at two or more times on the Nominal Settlement
Date as follows:


 


(i)                                     in such notice, Dealer
will specify to Counterparty the related Staggered Settlement Dates (each of
which will be on or prior to the date that follows such Nominal Settlement Date
by 10 Settlement
Period Trading Days, but not prior to the
relevant Conversion Date) or delivery times and how it will allocate the Shares
it is required to deliver under “Delivery Obligation” (above) among the
Staggered Settlement Dates or delivery times; and


 


(ii)                                  the aggregate number of
Shares that Dealer will deliver to Counterparty hereunder on all such Staggered
Settlement Dates and delivery times will equal the number of Shares that Dealer
would otherwise be required to deliver on such Nominal Settlement Date.


 


(g)           Transfer and Assignment.  Either party may transfer any of its
rights or obligations under the Transaction with the prior written consent of
the non-transferring party, such consent not to be unreasonably withheld; provided that
Dealer may transfer or assign without any consent of Counterparty its rights
and obligations hereunder, in whole or in part, to (i) any of its affiliates
or (ii) any person of credit quality equivalent to Dealer; provided further that at any time at which (1) the Equity Percentage exceeds 9.0%, (2) Dealer, Dealer Group (as defined below)
or any person whose ownership position would be aggregated with that of Dealer
or Dealer Group (Dealer, Dealer Group or any such person, a “Dealer Person”) under Section 203 of the Delaware
General Corporation Law (the “DGCL Takeover Statute”) or any state or federal bank holding
company or banking laws, or other federal, state or local regulations or
regulatory orders applicable to ownership of Shares (“Applicable
Laws”), owns, beneficially owns, constructively owns, controls,
holds the power to vote or otherwise meets a relevant definition of ownership
in excess of a number of Shares equal to (x) the number of Shares that
would give rise to reporting or registration obligations or other requirements
(including obtaining prior approval by a state or federal regulator) of a
Dealer Person under Applicable Laws (including, without limitation, “interested
stockholder” or “acquiring person” status under the DGCL Takeover Statute) and
with respect to which such requirements have not been met or the relevant
approval has not been received minus (y) 0.5%
of the number of Shares outstanding on the date of determination (either such
condition described in clause (1) or (2), an “Excess Ownership Position”),
or (3) a Hedging Disruption has occurred and is continuing, if Dealer, in
its discretion, is unable to effect a transfer or assignment to a third party
in accordance with the requirements set forth above after using its
commercially reasonable efforts on pricing terms reasonably acceptable to
Dealer such that an Excess Ownership Position or a Hedging Disruption, as the
case may be, no longer exists, Dealer may designate any Scheduled Trading Day
as an Early Termination Date with respect to a portion (the “Terminated Portion”) of the Transaction, such that such
Excess Ownership Position or Hedging Disruption, as the case may be, no longer
exists.  In the event that Dealer so
designates an Early Termination Date with respect to a portion of the
Transaction, a payment or delivery shall be made pursuant to Section 6 of
the Agreement and Section 8(a) of this Confirmation as if (i) an
Early Termination Date had been designated in respect of a Transaction having
terms identical to the Terminated Portion of the Transaction, (ii) Counterparty
shall be the sole Affected Party with respect to such partial termination and (iii) such
portion of the Transaction shall be the only Terminated Transaction.  The “Equity Percentage”
as of any day is the fraction, expressed as a percentage, (A) the
numerator of which is the number of Shares that Dealer and any of its
affiliates subject to aggregation with Dealer for purposes of the “beneficial
ownership” test under Section 13 of the Exchange Act and all persons who
may form a “group” (within the meaning of Rule 13d-5(b)(1) under the
Exchange Act) with Dealer (collectively, “Dealer Group”) “beneficially
own” (within the meaning of Section 13 of the Exchange Act) without
duplication on such day and (B) the denominator of which is the number of
Shares outstanding on such day.


 


(h)                                 Equity Rights. 
Dealer acknowledges and agrees that this Confirmation is not intended to
convey to it rights with respect to the Transaction that are senior to the
claims of common stockholders in the event of Counterparty’s bankruptcy.  For the avoidance of doubt, the parties agree
that the preceding sentence shall not apply at any time other than during
Counterparty’s bankruptcy to any claim arising as a result of a breach by
Counterparty of any of its obligations under this Confirmation or the
Agreement.  For the avoidance of doubt,
the parties acknowledge that this Confirmation is not secured by any collateral
that would otherwise secure the obligations of Counterparty herein under or
pursuant to any other agreement.


 


15

















 


(i)                                     Netting and Set-off.


 


(i)                                     If on any date cash would otherwise be
payable or Shares or other property would otherwise be deliverable hereunder or
pursuant to the Agreement or pursuant to any other agreement between the
parties by Counterparty to Dealer and cash would otherwise be payable or Shares
or other property would otherwise be deliverable hereunder or pursuant to the
Agreement or pursuant to any other agreement between the parties by Dealer to
Counterparty and the type of property required to be paid or delivered by each
such party on such date is the same, then, on such date, each such party’s
obligation to make such payment or delivery will be automatically satisfied and
discharged and, if the aggregate amount that would otherwise have been payable
or deliverable by one such party exceeds the aggregate amount that would
otherwise have been payable or deliverable by the other such party, replaced by
an obligation of the party by whom the larger aggregate amount would have been
payable or deliverable to pay or deliver to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.


 


(ii)                                  In addition to and without limiting any
rights of set-off that a party hereto may have as a matter of law, pursuant to
contract or otherwise, upon the occurrence of an Early Termination Date, Dealer
shall have the right to terminate, liquidate and otherwise close out the
Transaction and to set off any obligation or right that Dealer or any affiliate
of Dealer may have to or against Counterparty hereunder or under the Agreement
against any right or obligation Dealer or any of its affiliates may have
against or to Counterparty, including without limitation any right to receive a
payment or delivery pursuant to any provision of the Agreement or
hereunder.  In the case of a set-off of
any obligation to release, deliver or pay assets against any right to receive
assets of the same type, such obligation and right shall be set off in
kind.  In the case of a set-off of any
obligation to release, deliver or pay assets against any right to receive
assets of any other type, the value of each of such obligation and such right
shall be determined by the Calculation Agent and the result of such set-off
shall be that the net obligor shall pay or deliver to the other party an amount
of cash or assets, at the net obligor’s option, with a value (determined, in
the case of a delivery of assets, by the Calculation Agent) equal to that of
the net obligation.  In determining the
value of any obligation to release or deliver Shares or any right to receive
Shares, the value at any time of such obligation or right shall be determined
by reference to the market value of the Shares at such time, as determined by
the Calculation Agent.  If an obligation
or right is unascertained at the time of any such set-off, the Calculation
Agent may in good faith estimate the amount or value of such obligation or
right, in which case set-off will be effected in respect of that estimate, and
the relevant party shall account to the other party at the time such obligation
or right is ascertained.


 


(iii)                               Notwithstanding any provision of the
Agreement (including without limitation Section 6(f) thereof) and
this Confirmation (including without limitation this Section 8(i)) or any other agreement between the
parties to the contrary, (A) Counterparty shall not net or set off its
obligations under the Transaction, if any, against its rights against Dealer
under any other transaction or instrument, (B) Dealer may net and set off
any rights of Dealer against, or obligations of Dealer to, Counterparty arising
under the Transaction only against obligations of Dealer to, or rights of
Dealer against, Counterparty arising under any transaction or instrument if
such transaction or instrument is classified as equity under United States
Generally Accepted Accounting Principles and (C) in the event of
bankruptcy or liquidation of Counterparty, neither party shall have the right
to set off any obligation that it may have to the other party under the
Transaction against any obligation such other party may have to it under the
Agreement, this Confirmation or any other agreement between the parties hereto,
by operation of law or otherwise.  Dealer
will give notice to Counterparty of any netting or set off effected under this
provision.


 


(j)                                     Early Unwind. 
In the event the sale by Counterparty of the Convertible Notes is not
consummated with the Initial Purchasers pursuant to the Purchase Agreement for
any reason by the close of business in New York on March 10, 2008 (or such
later date as agreed upon by the parties, which in no event shall be later than
March 31, 2008) (March 10, 2008 or such later date being the “Early Unwind Date”), the Transaction shall automatically
terminate (the “Early Unwind”), on
the Early Unwind Date and (i) the Transaction and all of the respective
rights and obligations of Dealer and Counterparty thereunder shall be cancelled
and terminated and (ii) Counterparty shall pay to Dealer, other than in
cases 


 


16

















 


involving a breach of the
Purchase Agreement by the Initial Purchasers, an amount in cash equal to the
aggregate amount of costs and expenses relating to the unwinding of Dealer’s
hedging activities in respect of the Transaction (including market losses
incurred in reselling any Shares purchased by Dealer or its affiliates in
connection with such hedging activities, unless Counterparty agrees to purchase
any such Shares at the cost at which Dealer purchased such Shares).  Following such termination, cancellation and
payment, each party shall be released and discharged by the other party from
and agrees not to make any claim against the other party with respect to any
obligations or liabilities of either party arising out of and to be performed
in connection with the Transaction either prior to or after the Early Unwind
Date.


 


(k)                                  Designation by Dealer. 
Notwithstanding any other provision in this Confirmation to the contrary
requiring or allowing Dealer to purchase, sell, receive or deliver any Shares
or other securities to or from Counterparty, Dealer may designate any of its
affiliates to purchase, sell, receive or deliver such Shares or other
securities and otherwise to perform Dealer’s obligations in respect of the
Transaction and any such designee may assume such obligations.  Dealer shall be discharged of its obligations
to Counterparty to the extent of any such performance.


 


(l)                                     Disclosure. 
Effective from the date of commencement of discussions concerning the
Transaction, Counterparty and each of its employees, representatives, or other
agents may disclose to any and all persons, without limitation of any kind, the
tax treatment and tax structure of the Transaction and all materials of any
kind (including opinions or other tax analyses) that are provided to
Counterparty relating to such tax treatment and tax structure.


 


(m)                               Counterparts. This Confirmation may be executed in
several counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.


 


(n)                                 Waiver of Trial by Jury. 
EACH OF COUNTERPARTY AND DEALER HEREBY IRREVOCABLY WAIVES (ON ITS OWN
BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS
STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO THE TRANSACTION OR THE ACTIONS OF COUNTERPARTY OF ITS AFFILIATES OR
DEALER OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.


 


(o)                                 Submission to Jurisdiction. Each party hereby irrevocably and unconditionally submits for itself
and its property in any legal action or proceeding by the other party against
it relating to the Transaction to which it is a party, or for recognition and
enforcement of any judgment in respect thereof, to the exclusive jurisdiction
of the Supreme Court of the State of New York, sitting in New York County, the
courts of the United States of America for the Southern District of New York,
and appellate courts from any thereof.


 


(p)                                 Governing Law. 
THIS CONFIRMATION SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
(WITHOUT REFERENCE TO ITS CHOICE OF LAW DOCTRINE).


 


(q)                                 Dealer/Agent.


 


(i)                                     Dealer represents that it is an “OTC
derivatives dealer” as such term is defined in the Securities and Exchange Act
of 1934 and is an affiliate of a broker-dealer that is registered with and
fully regulated by the Securities and Exchange Commission, Agent.


 


(ii)                                  Dealer is not a member of the SIPC
(Securities Investor Protection Corporation).


 


(iii)                               The date and time of the Transaction
evidenced hereby will be furnished by Agent to Counterparty upon written
request, and Agent will furnish to Counterparty, upon written request, a
statement as to the source and amount of any remuneration received, or to be
received by, Agent in connection with the Transaction evidenced hereby.


 


17

















 


Please confirm that the
foregoing correctly sets forth the terms of our agreement by signing and
returning this Confirmation.


 


 


	
   

  	
  Yours faithfully,

  
	
   

  	
   

  
	
   

  	
  CREDIT
  SUISSE CAPITAL LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barry Dixon

  	
   

  
	
   

  	
   

  	
  Name: Barry Dixon

  
	
   

  	
   

  	
  Title: Authorized
  Signatory

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vittorio Scialoja

  	
   

  
	
   

  	
   

  	
  Name: Vittorio Scialoja

  
	
   

  	
   

  	
  Title: Authorized
  Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CREDIT SUISSE SECURITIES (USA) LLC, 

  AS AGENT FOR CREDIT SUISSE

  CAPITAL LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marisa Scauzillo

  	
   

  
	
   

  	
   

  	
  Name: Marisa Scauzillo

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bik Kwan Chung

  	
   

  
	
   

  	
   

  	
  Name: Bik Kwan Chung

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
  Agreed and Accepted By:

  
	
   

  
	
  REGAL ENTERTAINMENT GROUP

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Amy Miles

  	
   

  
	
   

  	
  Name: Amy Miles

  	
   

  
	
   

  	
  Title: CFO