Exhibit 10.1


 


$190,000,000


 


REGAL
ENTERTAINMENT GROUP


 


61⁄4%
Convertible Senior Notes Due 2011


 


PURCHASE AGREEMENT


 


March 5, 2008


 


CREDIT
SUISSE SECURITIES (USA) LLC (“CREDIT SUISSE”)


Lehman
Brothers Inc.


c/o Credit Suisse
Securities (USA) LLC


Eleven Madison
Avenue


New York, New
York. 10010-3629


 


Dear
Sirs:


 


1.     Introductory.  Regal
Entertainment Group, a Delaware corporation (the “Company”), agrees with the several initial purchasers named
in Schedule A hereto (the “Purchasers”),
for whom Credit Suisse is acting as representative (the “Representative”),
subject to the terms and conditions stated herein, to issue and sell to the
several Purchasers $190,000,000 principal amount of its 61⁄4% Convertible Senior
Notes due 2011 (the “Firm Securities”)
and, at the election of the Purchaser an aggregate of up to an additional
$20,000,000 principal amount (“Optional Securities”)
of its 61⁄4% Convertible Senior Notes due 2011 (the Firm Securities and the
Optional Securities which the Purchasers may elect to purchase pursuant to Section 3
hereof are herein collectively called the 
“Offered Securities”) each to be issued
under an indenture dated as of March 10, 2008 (the “Indenture”),
between the Company and U.S. Bank National Association, as Trustee on a private
placement basis pursuant to an exemption under Section 4(2) of the
United States Securities Act of 1933 (the “Securities Act”).


 


The Company hereby agrees
with the several Purchasers as follows:


 


2.     Representations and Warranties of the Company.  The Company represents and warrants to, and
agrees with, the several Purchasers that:


 


(a)           Offering Circulars; Certain Defined Terms. 
The Company has prepared or will prepare a Preliminary Offering Circular
and a Final Offering Circular.


 


For purposes of this Agreement:


 


“Applicable Time” means 9:00 a.m. (New York time) on the
date of this Agreement.


 


“Closing Date” has the meaning set forth in Section 3
hereof.


 


“Commission” means the Securities and Exchange Commission.


 


“Exchange Act” means the United States Securities Exchange
Act of 1934.


 

















 


“Final Offering Circular” means the final offering circular
relating to the Offered Securities that discloses the offering price and other
final terms of the Offered Securities and is dated as of the date of this
Agreement (even if finalized and issued subsequent to the date of this
Agreement).


 


“Free Writing Communication” means a written communication
(as such term is defined in Rule 405) that constitutes an offer to sell or
a solicitation of an offer to buy the Offered Securities and is made by means
other than the Preliminary Offering Circular or the Final Offering Circular.


 


“General Disclosure Package” means the Preliminary Offering
Circular together with any Issuer Free Writing Communication existing at the
Applicable Time and the information in which is intended for general distribution to prospective
investors, as evidenced by its being specified in Schedule B hereto.


 


“Issuer Free Writing Communication” means a Free Writing
Communication prepared by or on behalf of the Company, used or referred to by
the Company or containing a description of the final terms of the Offered
Securities or of their offering, in the form retained in the Company’s records.


 


“Preliminary Offering Circular” means the preliminary
offering circular, dated March 4, 2008, relating to the Offered Securities
to be offered by the Purchasers.


 


“Rules and Regulations” means the rules and
regulations of the Commission.


 


“Securities Act” means the United States Securities Act of
1933.


 


“Securities Laws” means, collectively, the Sarbanes-Oxley Act
of 2002 (“Sarbanes-Oxley”), the Act, the Exchange
Act, the Rules and Regulations, the auditing principles, rules, standards
and practices applicable to auditors of “issuers” (as defined in
Sarbanes-Oxley) promulgated or approved by the Public Company Accounting
Oversight Board and the rules of the New York Stock Exchange (“Exchange Rules”).


 


“Supplemental Marketing Material” means any Issuer Free
Writing Communication other than any Issuer Free Writing Communication
specified in Schedule B hereto. 
Supplemental Marketing Materials include, but are not limited to, any
Issuer Free Writing Communication listed on Schedule C hereto.


 


“Underlying Shares” shall mean shares of Class A common
stock, par value $0.001 per share, of the Company  into which the Offered Securities are
convertible.


 


Unless otherwise
specified, a reference to a “rule” is to the indicated rule under the Act.


 


(b)           Disclosure. 
As of the date of this Agreement, the Final Offering Circular does not,
and as of each Closing Date, the Final Offering Circular will not include any
untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein not misleading.  At the Applicable Time neither (i) the
General Disclosure Package, nor (ii) any individual Supplemental Marketing
Material, when considered together with the General Disclosure Package,
included any untrue statement of a material fact or omitted to state any
material fact necessary in order to make the statements therein not
misleading.  The preceding two sentences
do not apply to statements in or omissions from the Preliminary or Final
Offering Circular, the General Disclosure Package or any Supplemental Marketing
Material based upon written information furnished to the Company by any
Purchaser through Credit Suisse


 

















 


specifically for use therein, it being understood and agreed
that the only such information is that described as such in Section 8(b) hereof.  Except as disclosed in the General Disclosure
Package, on the date of this Agreement, the Company’s Annual Report on Form 10-K
most recently filed with the Commission and all subsequent reports
(collectively, the “Exchange Act Reports”)
which have been filed by the Company with the Commission or sent to stockholders
pursuant to the Exchange Act do not include any untrue statement of a material
fact or omit to state any material fact necessary to make the statements
therein not misleading.  Such documents,
when they were filed with the Commission, conformed in all material respects to
the requirements of the Exchange Act and the Rules and Regulations.


 


(c)           Offered
Securities.  The Offered
Securities have been duly authorized by the Company and, when delivered and
paid for pursuant to this Agreement and the Indenture, will have been duly
executed, authenticated, issued and delivered and will constitute valid and
legally binding obligations of the Company, entitled to the benefits provided
in the Indenture and enforceable in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’
rights and to general equity principles, and will conform to the
information in the General Disclosure Package and to the description such
Offered Securities contained in the Final Offering Circular and the Indenture.


 


(d)           Good Standing of the Company. 
The Company has been duly incorporated and is an existing corporation in
good standing under the laws of the State of Delaware, with power and authority
(corporate and other) to own its properties and conduct its business as
described in the General Disclosure Package; and the Company is duly qualified
to do business as a foreign corporation in good standing in all other
jurisdictions in which its ownership or lease of property or the conduct of its
business requires such qualification, except where the failure to so qualify
would not have a material adverse effect on the condition (financial or other),
business, properties or results of operations of the Company and its
subsidiaries taken as a whole, or materially and adversely affect the ability
of the Company to issue the Offered Securities or perform its obligations
hereunder, or otherwise affect the validity of the Offered Securities (“Material Adverse Effect”).


 


(e)           Subsidiaries.  Each
subsidiary of the Company has been duly incorporated or organized and is an
existing corporation or other business organization, as the case may be, in
good standing under the laws of the jurisdiction of its incorporation or
organization with power and authority (corporate and other) to own its
properties and conduct its business as described in the General Disclosure
Package, except where failure to be so incorporated and in good standing would
not have a Material Adverse Effect; and each subsidiary of the Company is duly
qualified to do business as a foreign corporation or other business
organization in good standing in all other jurisdictions in which its ownership
or lease of property or the conduct of its business requires such
qualification, except where failure to so qualify would not have a Material
Adverse Effect; all of the issued and outstanding capital stock or other
ownership interests of each subsidiary of the Company has been duly authorized
and, in the case of each subsidiary that is a corporation, validly issued and
is fully paid and nonassessable; and , except as disclosed in the General
Disclosure Package, the capital stock of each subsidiary owned by the Company,
directly or through subsidiaries, is owned free from liens, encumbrances and
defects.


 


(f)            Indenture.  The Indenture
has been duly authorized by the Company and, when the Offered Securities are
delivered and paid for pursuant to this Agreement on each Closing Date, the
Indenture will have been duly executed and delivered, and the


 

















 


Indenture will constitute a valid and legally binding
obligation of the Company, enforceable in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’
rights and to general equity principles, and will conform to the description of
such Indenture contained in the General Disclosure Package and the Final
Offering Circular.


 


(g)           Underlying Shares. 
When the Offered Securities are delivered and paid for pursuant to this
Agreement on each Closing Date, such Offered Securities will be convertible
into the Underlying Shares in accordance with the terms of the Indenture.  The Underlying Shares initially issuable upon
conversion of such Offered Securities have been duly authorized and reserved
for issuance upon such conversion and, when issued upon such conversion
pursuant to the terms of the Indenture will be validly issued, fully paid and
nonassessable, and will conform to the description of such Underlying Shares
contained in the General Disclosure Package and the Final Offering Circular;
the authorized equity capitalization of the Company is as set forth in the
General Disclosure Package; all outstanding shares of capital stock of the
Company are validly issued, fully paid and nonassessable; the stockholders of
the Company have no preemptive rights with respect to the Offered Securities or
the Underlying Shares.


 


(h)           No Finder’s Fee.  Except as
disclosed in the General Disclosure Package, there are no contracts, agreements
or understandings between the Company and any person that would give rise to a
valid claim against the Company or any Purchaser for a brokerage commission,
finder’s fee or other like payment in connection with the transactions related
to the Offered Securities.


 


(i)            Absence of Further Requirements. 
No consent, approval, authorization, or order of, or filing or
registration with, any governmental agency or body or any court is required for
the consummation of the transactions contemplated by this Agreement and the
Indenture in connection with the offering, issuance and sale of the Offered
Securities by the Company.


 


(j)            Absence of Defaults and Conflicts Resulting from
Transaction.  The execution, delivery and performance of
the Indenture and this Agreement, and the issuance and sale of the Offered
Securities and Underlying Shares and compliance with the terms and provisions
thereof will not result in a breach or violation of any of the terms and
provisions of, or constitute a default under, (A) any statute, any rule,
regulation or order of any governmental agency or body or any court, domestic
or foreign, having jurisdiction over the Company or any subsidiary of the
Company or any of their properties, (B) any agreement or instrument to
which the Company or any such subsidiary is a party or by which the Company or
any such subsidiary is bound or to which any of the properties of the Company
or any such subsidiary is subject, or (C) the charter or by-laws of the
Company or any such subsidiary, except in the case of a breach, violation, or
default described in clause (A) or (B) above that would not,
individually or in the aggregate, be expected to have a Material Adverse
Effect, and the Company has full power and authority to authorize, issue and
sell the Offered Securities as contemplated by this Agreement.


 


(k)           Authorization of Agreement. 
This Agreement has been duly authorized, executed and delivered by the
Company.


 


(l)            Title to Property. 
Except as disclosed in the General Disclosure Package, the Company and
its subsidiaries have good and marketable title to all real properties and all
other properties and assets owned by them, in each case free from liens,


 

















 


encumbrances and defects that would materially affect the
value thereof or materially interfere with the use made or to be made thereof
by them and that, individually or in the aggregate, would have a Material
Adverse Effect; and except as disclosed in the General Disclosure Package, the
Company and its subsidiaries hold all leased real or personal property under
valid and enforceable leases with no exceptions that would materially interfere
with the use made or to be made thereof by them and that, individually or in
the aggregate, would have a Material Adverse Effect.


 


(m)          Possession of Licenses and Permits. 
The Company and its subsidiaries possess adequate certificates,
authorities or permits issued by appropriate governmental agencies or bodies
necessary to conduct the business now operated by them and have not received
any notice of proceedings relating to the revocation or modification of any
such certificate, authority or permit that, if determined adversely to the
Company or any of its subsidiaries, would, individually or in the aggregate,
have a Material Adverse Effect.


 


(n)           Absence of Existing Defaults and Conflicts.  Neither the Company nor any of its subsidiaries is (A) in
violation of its charter or bylaws or other similar governing documents or (B) in
default in the performance or observance of any obligation, covenant or
condition contained in any indenture, mortgage, deed of trust, loan agreement,
lease or other agreement or instrument to which it is a party or by which it or
any of its properties may be bound, except in the case of a default described
in clause (B) above that, individually or in the aggregate, would not have
a Material Adverse Effect.


 


(o)           Registration Rights. 
Except for the Amended and Restated Stockholders’ Agreement dated May 14,
2002, there are no contracts, agreements or understandings between the Company
and any person granting such person the right (i) to require the Company
to file a registration statement under the Securities Act with respect to any
securities of the Company or (ii) to require the Company to include such
securities with the Securities registered pursuant to any registration
statement.


 


(p)           Absence of Labor Disputes. 
No labor dispute with the employees of the Company or any subsidiary
exists or, to the knowledge of the Company, is imminent that would have a
Material Adverse Effect.


 


(q)           Possession of Intellectual Property. 
The Company and its subsidiaries own, possess or can acquire on
reasonable terms, adequate trademarks, trade names and other rights to
inventions, know-how, patents, copyrights, confidential information and other
intellectual property (collectively, “intellectual property
rights”) necessary to conduct the
business now operated by them, or presently employed by them, and have not
received any notice of infringement of or conflict with asserted rights of
others with respect to any intellectual property rights that, if determined
adversely to the Company or any of its subsidiaries, would individually or in
the aggregate have a Material Adverse Effect.


 


(r)            Environmental Laws. 
Except as disclosed in the General Disclosure Package, neither the
Company nor any of its subsidiaries is in violation of any statute, any rule,
regulation, decision or order of any governmental agency or body or any court,
domestic or foreign, relating to the use, disposal or release of hazardous or
toxic substances or relating to the protection or restoration of the
environment or human exposure to hazardous or toxic substances (collectively, “environmental  laws”), owns or
operates any real property contaminated with any substance that is subject to
any environmental laws, is liable for any off-site disposal or contamination
pursuant to any environmental laws, or is subject to any claim relating to any
environmental laws, which


 

















 


violation, contamination, liability or claim would
individually or in the aggregate have a Material Adverse Effect; and the
Company is not aware of any pending investigation which might lead to such a
claim.


 


(s)           Litigation.  Except as
disclosed in the General Disclosure Package, there are no pending actions,
suits or proceedings against or affecting the Company, any of its subsidiaries
or any of their respective properties that, if determined adversely to the
Company or any of its subsidiaries, would individually or in the aggregate have
a Material Adverse Effect, or would materially and adversely affect the ability
of the Company to perform its obligations under the Indenture or this
Agreement, or which are otherwise material in the context of the sale of the
Offered Securities; and to the Company’s knowledge, no such actions, suits or
proceedings are threatened or contemplated.


 


(t)            Financial Statements. 
The financial statements, together with the related schedules and notes,
included in the General Disclosure Package present fairly in all material
respects the financial position of the Company and its consolidated
subsidiaries, as of the dates shown and their results of operations and cash
flows for the periods shown, and such financial statements and related
schedules and notes have been prepared in conformity with the generally
accepted accounting principles in the United States (“GAAP”) applied on a consistent basis and
the other financial and statistical information and data set forth in the
General Disclosure Package are, in all material respects, accurately presented
and, with respect to such financial information, prepared on a basis consistent
with the financial statements of  the
Company and the books and records of the Company.


 


(u)           No Material Adverse Change in Business. 
Except as disclosed in the General Disclosure Package, since the date of
the latest audited financial statements included in the General Disclosure
Package there has been no material adverse change, nor any development or event
involving a prospective material adverse change, in the condition (financial or
other), business, properties or results of operations of the Company and its
subsidiaries taken as a whole, and, except as disclosed in or contemplated by
the General Disclosure Package, there has been no dividend or distribution of
any kind declared, paid or made by the Company on any class of its capital
stock.


 


(v)           Reporting Status. 
The Company is subject to the reporting requirements of either Section 13
or Section 15(d) of the Securities Exchange Act of 1934 and files
reports with the Commission on the Electronic Data Gathering, Analysis, and
Retrieval (“EDGAR”) system.


 


(w)          Investment Company Act. 
The Company is not an open-end investment company, unit investment trust
or face-amount certificate company that is or is required to be registered
under Section 8 of the United States Investment Company Act of 1940 (the “Investment Company Act”) ; and the Company is not and, after
giving effect to the offering and sale of the Offered Securities and the
application of the proceeds thereof as described in the General Disclosure
Package, will not be an “investment company” as defined in the Investment
Company Act.


 


(x)            Class of Securities Not Listed. 
No securities of the same class (within the meaning of Rule 144A(d)(3) under
the Securities Act) as the Offered Securities are listed on any national
securities exchange registered under Section 6 of the Exchange Act or
quoted in a U.S. automated inter-dealer quotation system.


 


(y)           No Registration.  The offer and
sale of the Offered Securities and the initial resales by the Purchasers, in
each case, in the manner contemplated by this


 

















 


Agreement and the General Disclosure Package will be exempt
from the registration requirements of the Securities Act and no registration of
the Offered Securities is required under the Securities Act for sale of the
Offered Securities to the Purchasers as contemplated hereby or for the initial
resales in the manner contemplated by this Agreement and the General Disclosure
Package (assuming (i) the representations of the Purchasers contained in
this Agreement are true, correct and complete and (ii) compliance by the
Purchasers with its covenants set forth in the Agreement); and it is not
necessary to qualify an indenture in respect of the Offered Securities under
the United States Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).


 


(z)            Qualification of Indenture. 
The Indenture conforms in all material respects to the requirements of
the Trust Indenture Act and the rules and regulations of the Commission
applicable to an indenture that is qualified thereunder.


 


(aa)         Regulation T, U, X. 
Neither the Company nor any of its subsidiaries nor any agent thereof
acting on the behalf of it has taken, and none of them will take, any action
that might cause this Agreement or the issuance or sale of the Offered
Securities to violate Regulation T, Regulation U or Regulation X of the Board
of Governors of the Federal Reserve System.


 


(bb)         Ratings.  No “nationally
recognized statistical rating organization” as such term is defined for
purposes of Rule 436(g)(2) under the Securities Act (i) has
imposed (or has informed the Company that it is considering imposing) any condition
(financial or otherwise) on the Company’s retaining any rating assigned to the
Company or any securities of the Company or (ii) has indicated to the
Company that it is considering any of the actions described in Section 7(b)(ii) hereof.


 


(cc)         No General Solicitation. 
No form of general solicitation or general advertising (as defined in
Regulation D under the Securities Act) was used by the Company, or any of
its representatives (other than the Purchasers, as to whom the Company makes no
representation) in connection with the offer and sale of the Offered Securities
contemplated hereby, including, but not limited to, articles, notices or other
communications published in any newspaper, magazine, or similar medium or
broadcast over television or radio, or any seminar or meeting whose attendees
have been invited by any general solicitation or general advertising.  No securities of the same class as the
Offered Securities have been offered, issued or sold by the Company within the
six-month period immediately prior to the date hereof.


 


(dd)         Tax.  All material
Tax returns required to be filed by the Company and each of its subsidiaries
have been filed and all such returns are true, complete and correct in all
material respect.  All material Taxes
that are due or claimed to be due from the Company and each of its subsidiaries
have been paid other than those (A) currently payable without penalty or
interest or (B) being contested in good faith and by appropriate
proceedings and for which, in the case of both clauses (A) and (B),
adequate reserves have been established on the books and records of the Company
and its subsidiaries in accordance with GAAP. 
There are no material Tax assessments proposed in writing against the
Company or any of its subsidiaries.  To the
Company’s knowledge, the accruals and reserves on the books and records of the
Company and its subsidiaries in respect of any material Tax liability for any
taxable period not finally determined are adequate to meet any assessments of
Tax for any such period.  For purposes of
this Agreement, the term “Tax” and “Taxes” shall mean all federal, state, local
and foreign taxes, and other assessments of a similar nature (whether imposed
directly or through withholding), including any interest, additions to tax, or
penalties applicable thereto.


 

















 


(ee)         Internal Controls and Compliance with the
Sarbanes-Oxley Act.  KPMG LLP are independent public auditors as
required by the Securities Act and the Rules and Regulations thereof.  Except as set forth in the General Disclosure
Package, the Company, its subsidiaries and the Company’s Board of Directors
(the “Board”) are in compliance, in all
material respects, with Sarbanes-Oxley and all applicable Exchange Rules.  The Company maintains a system of internal
controls, including, but not limited to, disclosure controls and procedures,
internal controls over accounting matters and financial reporting, an internal
audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply in all material respects
with the Securities Laws and are sufficient to provide reasonable assurances
that (i) transactions are executed in accordance with management’s general
or specific authorizations, (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with GAAP and to
maintain accountability for assets, (iii) access to assets is permitted
only in accordance with management’s general or specific authorization, (iv) the
recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences and (v) the Company has adopted and applies corporate
governance guidelines.  The Internal
Controls are, or upon consummation of the offering of the Offered Securities
will be, overseen by the Audit Committee (the “Audit
Committee”) of the Board in accordance with Exchange Rules.  The Company has not publicly disclosed or
reported to the Audit Committee or the Board, and within the next 90 days the
Company does not reasonably expect to publicly disclose or report to the Audit
Committee or the Board, a significant deficiency, material weakness, change in
Internal Controls or fraud involving management or other employees who have a
significant role in Internal Controls (each, an “Internal
Control Event”), any violation of, or failure to comply with, the
Securities Laws, or any matter which, if determined adversely, would have a
Material Adverse Effect.


 


(ff)           Insurance. 
The Company and each of its subsidiaries are insured by insurers of
recognized financial responsibility against such losses and risks and in such
amounts as are prudent and customary in the businesses in which they are
engaged; none of the Company or any of its subsidiaries (A) has received
notice from any insurer or agent of such insurer that substantial capital
improvements or other material expenditures will have to be made in order to
continue such insurance or (B) has any reason to believe that it will not
be able to renew its existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers at a cost that
would not have a Material Adverse Effect.


 


(gg)         Material
Changes.  Subsequent to
the respective dates as of which information is given in the General Disclosure
Package, (A) the Company and its subsidiaries have not incurred any
material liability or obligation, direct or contingent, nor entered into any
material transaction not in the ordinary course of business; (B) the
Company has not purchased any of its outstanding capital stock, nor declared,
paid or otherwise made any dividend or distribution of any kind on its capital
stock; and (C) there has not been any material change in the capital
stock, short-term debt or long-term debt of the Company and its subsidiaries
(taken as a whole), except in each case as described in the General Disclosure
Package.


 


(hh)         Use of Proceeds.  The proceeds
of the issuance and sale of the Offered Securities are being incurred in good
faith to pay the net cost of the convertible note hedge and warrant
transactions and for general corporate purposes, including the repurchase of
all or a portion of the Company’s 33⁄4% Senior Convertible Notes due 2008, or the
repayment of the principal amount of those notes at maturity.


 

















 


(ii)           Statistical and Market Related Data. 
The industry, statistical and market-related data included or
incorporated by reference in a Preliminary Offering Circular, a Final Offering
Circular or any Issuer Free Writing Communication are derived from sources that
the Company reasonably and in good faith believes to be accurate, reasonable
and reliable, and such data agrees with the sources from which they were
derived.


 


(jj)           Absence of Manipulation. 
Neither the Company nor any of its affiliates has, either alone or with
one or more other persons, bid for or purchased for any account in which it or
any of its affiliates had a beneficial interest in any Offered Securities or
attempt to induce any person to purchase any Offered Securities in violation of
Section 9 of the Exchange Act or Regulation M promulgated under the
Exchange Act.


 


(kk)         ERISA.  The Company
is in compliance with all presently applicable provisions of the Employee
Retirement Income Security Act of 1974, as amended, including the regulations
and published interpretations thereunder (“ERISA”), except
where the failure to be in such compliance would not, individually or in the
aggregate, have a Material Adverse Effect; no “reportable event” (as defined in
ERISA) has occurred with respect to any “pension plan” (as defined in ERISA)
for which the Company would have any liability; except for matters that would
not, individually or in the aggregate, have a Material Adverse Effect, the
Company has not incurred and does not expect to incur liability under (A) Title
IV of ERISA with respect to termination of, or withdrawal from, any “pension
plan” or (B) Section 412 or 4971 of the Internal Revenue Code of
1986, as amended, including the regulations and published interpretations
thereunder (“Code”); and each “pension plan”
for which the Company and each of its subsidiaries would have any liability
that is intended to be qualified under Section 401(a) of the Code is
so qualified in all material respects and nothing has occurred, whether by
action or by failure to act, which would cause the loss of such qualification.


 


(ll)           Accurate Disclosure. 
The statements in the General Disclosure Package and the Final Offering
Circular under the headings “Certain United States Federal Income Tax
Considerations,” “Purchase of Convertible Note Hedge,” “Sale of Warrant,” “Description
of Notes” and “Description of Capital Stock” and in the Company’s Annual Report
on Form 10-K for the year ended December 27, 2007 under the caption “Item
3—Legal Proceedings”, insofar as such statements summarize legal matters,
agreements, documents or proceedings discussed therein, are accurate and fair
summaries of such legal matters, agreements, documents or proceedings and
present the information required to be shown.


 


3.     Purchase,
Sale and Delivery of Offered Securities.  On the basis of the representations,
warranties and agreements and subject to the terms and conditions set forth
herein, the Company agrees to sell to the several Purchasers, and each the
Purchasers agrees severally and not jointly to purchase from the Company, at a
purchase price of 97.5% the principal amount thereof, the respective principal
amounts of Firm Securities set forth opposite the names of the several
Purchasers in Schedule A hereto.


 


The Company will deliver
against payment of the purchase price the Firm Securities to or as instructed
by Credit Suisse for the accounts of the several Purchasers in a form
reasonably acceptable to Credit Suisse one or more permanent global Securities
in registered form (the “Firm  Global  Securities”)
deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as
nominee for DTC.  Interests in any
permanent global Securities will be held only in book-entry form through DTC,
except in the limited circumstances described in the Final Offering
Circular.  Payment for the Firm
Securities shall be made by the Purchasers in Federal (same day) funds by wire
transfer to an account at a bank acceptable to Credit Suisse drawn to the order
of the Company at the office of  Hogan & Hartson L.L.P, One Tabor
Center, Suite 1500, 1200 Seventeenth Street, Denver, Colorado 80202 at 9 A.M.
(New York time), on March 10, 2008, or at such other time not later
than seven full


 

















 


business days thereafter
as Credit Suisse and the Company determine, such time being herein referred to
as the “First Closing Date”, against delivery
to the Trustee as custodian for DTC of the Firm Global Securities representing
all of the Firm Securities.  The Firm
Global Securities will be made available for checking at least 24 hours prior
to the First Closing Date.


 


In addition, upon written
notice from Credit Suisse given to the Company from time to time not more than
13 days subsequent to the date of this Agreement the Purchasers may purchase
all or less than all of the Optional Securities at the purchase price per
principal amount of Offered Securities (including any accrued interest thereon
to the related Optional Closing Date) to be paid for the Firm Securities. The
Company agrees to sell to the Purchasers the principal amount specified in such
notice and the Purchasers agree, severally and not jointly, to purchase such
Optional Securities.  Such Optional
Securities shall be purchased from the Company for the account of each
Purchaser in the same proportion as the principal amount of Firm Securities set
forth opposite such Purchaser’s name in Schedule A hereto bears to the total
principal amount of Firm Securities (subject to adjustment by Credit Suisse to
eliminate fractions.)  No Optional
Securities shall be sold or delivered unless the Firm Securities previously
have been, or simultaneously are, sold and delivered.  The right to purchase the Optional Securities
or any portion thereof may be exercised from time to time and to the extent not
previously exercised may be surrendered and terminated at any time upon notice
by Credit Suisse to the Company.


 


Each time for the
delivery of and payment for the Optional Securities, being herein referred to
as the “Optional Closing Date”, which may be
the First Closing Date (the First Closing Date and each Optional Closing Date,
if any, being sometimes referred to as a “Closing Date”),
shall be determined by Credit Suisse on behalf of the several Purchasers but
shall not be later than seven full business days after written notice of
election to purchase Optional Securities is given.


 


The Company will deliver
against payment of the purchase price the Optional Securities to or as
instructed by Credit Suisse for the accounts of the several Purchasers in a
form reasonably acceptable to Credit Suisse one or more permanent global
Securities in registered form (each, an “Optional Global Security”)
deposited with the Trustee as custodian for DTC and registered in the name of
Cede & Co., as nominee for DTC. 
Payment for such Optional Securities shall be made by the Purchasers in
Federal (same day) funds by wire transfer to an account at a bank acceptable to
Credit Suisse drawn to the order of the Company at the office of Hogan &
Hartson L.L.P., against delivery to the Trustee as custodian for DTC of the
Optional Global Securities representing all of the Optional Securities being
purchased on such Optional Closing Date. 
The Optional Securities being purchased in each Optional Closing Date or
evidence of their issuance will be made available for checking at a reasonable
time in advance of such Optional Closing Date.


 


4.     Representations by Purchasers; Resale by Purchasers.


 


(a)           Each Purchaser severally represents and warrants to
the Company that it is an “accredited investor” within the meaning of
Regulation D under the Securities Act.


 


(b)           Each Purchaser severally agrees that it and each of
its affiliates has not entered and will not enter into any contractual
arrangement with respect to the distribution of the Offered Securities except
for any such arrangements with the other Purchasers or affiliates of the other
Purchasers or with the prior written consent of the Company.


 


(c)           Each Purchaser severally agrees that it and each of
its affiliates will not offer or sell the Offered Securities in the United
States by means of any form of general solicitation or general advertising,
within the meaning of Rule 502(c) under the Securities Act,
including, but not limited to (i) any advertisement, article, notice or
other communication published in any newspaper, magazine or similar media or
broadcast over television or radio, or (ii) any seminar or meeting whose
attendees have been invited by any general solicitation or general advertising.  Each Purchaser severally agrees, with respect
to resales made in reliance on Rule 144A (“Rule 144A”) under the Securities Act


 

















 


of any of the Offered Securities, to deliver either with the
confirmation of such resale or otherwise prior to settlement of such resale a
notice to the effect that the resale of such Offered Securities has been made
in reliance upon the exemption from the registration requirements of the
Securities Act provided by Rule 144A.


 


(d)           Each Purchaser severally represents and agrees that (1) it
has only communicated or caused to be communicated and will only communicate or
cause to be communicated an invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the FSMA) received by it in
connection with the issue or sale of the notes in circumstances in which Section 21(1) of
the FSMA does not apply to the issuer; and (2) it has complied and will
comply with all applicable provisions of the FSMA with respect to anything done
by it in relation to the notes in, from or otherwise involving the United
Kingdom.


 


5.     Certain
Agreements of the Company. 
The Company agrees with the several Purchasers that:


 


(a)           Amendments and Supplements to Offering Circulars. 
The Company will advise Credit Suisse promptly of any proposal to amend
or supplement the Preliminary or Final Offering Circular and will not effect
such amendment or supplementation without Credit Suisse’s consent. If, at any
time prior to the completion of the resale of the Offered Securities by the
Purchasers, any event occurs as a result of which the Preliminary or Final
Offering Circular, the General Disclosure Package or any Supplemental Marketing
Material, would include an untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, the
Company promptly will notify Credit Suisse of such event and promptly will
prepare and furnish, at its own expense, an amendment or supplement which will
correct such statement or omission. 
Neither Credit Suisse’s consent to, nor the Purchasers’ delivery to
offerees or investors of, any such amendment or supplement shall constitute a
waiver of any of the conditions set forth in Section 7.


 


(b)           Furnishing of Offering Circulars. 
The Company will furnish to the Purchasers the Preliminary Offering
Circular, each other document comprising a part of the General Disclosure
Package, all amendments and supplements to such documents and each item of
Supplemental Marketing Material, in each case as soon as available, and will
furnish to the Purchasers copies of the Final Offering Circular and all
amendments and supplements to such document and in such quantities as the
Purchasers request, and the Company will furnish to Credit Suisse on the date
hereof the independent accountants’ consent with respect to the Preliminary
Offering Circular and the Final Offering Circular manually signed by such
independent accountants.  At any time
when the Company is not subject to Section 13 or 15(d) of the
Exchange Act, the Company will promptly furnish or cause to be furnished to
Credit Suisse (and, upon request, to each of the other Purchasers) and, upon
request of holders and prospective purchasers of the Offered Securities, to
such holders and purchasers, copies of the information required to be delivered
to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under
the Securities Act (or any successor provision thereto) in order to permit
compliance with Rule 144A in connection with resales by such holders of
the Offered Securities. The Company will pay the expenses of printing and
distributing to the Purchasers all such documents.


 


(c)           Blue Sky Qualifications. 
The Company will arrange for the qualification of the Offered Securities
for sale and the determination of their eligibility for investment under the
laws of such states in the United States as Credit Suisse designates and will
continue such qualifications in effect so long as required for the resale of
the Offered Securities by the Purchasers provided that the Company will not be
required to


 

















 


qualify as a foreign corporation or to file a general consent
to service of process in any such state.


 


(d)           Reporting Requirements. 
During the period of three years hereafter, the Company will furnish to
Credit Suisse, as soon as practicable, copies of all information furnished by
the Company to the Trustee to the holders of the Notes pursuant to the
Indenture of the Trust Indenture Act and copies of any reports or financial
statements furnished to or filed with the Commission or any securities exchange
on which the Notes or any class of securities of the Company is listed and, in
the event the stock of the Company is traded on any securities exchange, a copy
of all reports or communications furnished to its stockholders generally.


 


(e)           Transfer Restrictions. 
During the period of one year after the later of the First Closing Date
and the last Optional Closing Date, the Company will, upon request, furnish to
Credit Suisse, each of the other Purchasers and any holder of Offered
Securities a copy of the restrictions on transfer applicable to the Securities.


 


(f)            No Resales by Affiliates. 
During the period of one year after the later of the First Closing Date
and the last Optional Closing Date, the Company will not, and will not permit
any of its affiliates (as defined in Rule 144 under the Securities Act)
to, resell any of the Offered Securities that have been reacquired by any of
them.


 


(g)           Investment Company. 
During the period of two years after the later of the First Closing Date
and the last Optional Closing Date, the Company will not be or become, an
open-end investment company, unit investment trust or face-amount certificate
company that is or is required to be registered under Section 8 of the
Investment Company Act.


 


(h)           Payment of Expenses. 
The Company will pay all expenses incidental to the performance of its
obligations under this Agreement and the Indenture including (i) the fees
and expenses of the Trustee and its professional advisers; (ii) all
expenses in connection with the execution, issue, authentication, packaging and
initial delivery of the Offered Securities, the preparation and printing of
this Agreement, the Offered Securities, the Indenture, the Preliminary Offering
Circular, any other documents comprising any part of the General Disclosure
Package, the Final Offering Circular, all amendments and supplements thereto,
each item of Supplemental Marketing Material and any other document relating to
the issuance, offer, sale and delivery of the Offered Securities; (iii) the
cost of qualifying the Offered Securities for trading in The PortalSM
Market (“PORTAL”) of The Nasdaq Stock Market, Inc.
and any expenses incidental thereto (iv) the cost of any advertising
approved by the Company in connection with the issue of the Offered Securities,
(v) any expenses (including fees and disbursements of counsel to the
Purchasers) incurred in connection with qualification of the Offered Securities
for sale under the laws of such jurisdictions as Credit Suisse designates and
the preparation and printing of memoranda relating thereto, (vi) for any
fees charged by investment rating agencies for the rating of the Securities,
and (vii) for expenses incurred in distributing the Preliminary Offering
Circular, any other documents comprising any part of the General Disclosure
Package, the Final Offering Circular (including any amendments and supplements
thereto) and any Supplemental Marketing Material to the Purchasers.  The Company will reimburse the Purchasers for
all travel expenses of the Purchasers and the Company’s officers and employees
and any other expenses of the Purchasers and the Company in connection with
attending or hosting meetings with prospective purchasers of the Offered
Securities.


 
















 


(i)            Use of Proceeds.  The Company
will use the net proceeds received in connection with this offering in the
manner described in the “Use of Proceeds” section of the General Disclosure
Package.


 


(j)            Absence of Manipulation. 
In connection with the offering, until Credit Suisse shall have notified
the Company and the other Purchasers of the completion of the resale of the
Offered Securities, neither the Company nor any of its affiliates will, either
alone or with one or more other persons, bid for or purchase for any account in
which it or any of its affiliates has a beneficial interest any Offered
Securities or attempt to induce any person to purchase any Offered Securities;
and neither it nor any of its affiliates will make bids or purchases for the
purpose of creating actual, or apparent, active trading in, or of raising the
price of, the Offered Securities.


 


(k)           Restriction on Sale of Securities. 
For a period of 90 days after the
date hereof, the Company will not offer, sell, contract to sell, pledge or otherwise
dispose of, directly or indirectly, or file with the Commission a registration
statement under the Securities Act relating to, any United States
dollar-denominated debt securities issued or guaranteed by the Company and
having a maturity of more than one year from the date of issue, any shares of
common stock of the Company or securities convertible into or exchangeable or
exercisable for shares of common stock of the Company, or publicly disclose the
intention to make any such offer, sale, pledge, disposition or filing, without
the prior written consent of Credit Suisse, except (i) the Optional
Securities, (ii) the issuance of shares of Class A common stock by
the Company upon conversion of the Offered Securities, (iii) the exercise
of employee stock options outstanding of the date hereof or the exercise or
conversion of options, warrants or convertible securities outstanding on the
date hereof and (iv) the grant of additional employee stock options by the
Company under plans existing and in effect on the date hereof or issuances of
common stock of the Company pursuant to a “dividend or interest reinvestment
plan” (as defined in Rule 405 under the Securities Act); provided, however, that the foregoing will not limit,
prohibit or exclude the registration rights of the parties set forth in Section 1.2
(Piggy Back Registration Rights) of that certain Amended and Restated
Stockholders Agreement, dated May 14, 2002, of the Company.  The
Company will not at any time offer, sell, contract to sell, pledge or otherwise
dispose of, directly or indirectly, any securities under circumstances where
such offer, sale, pledge, contract or disposition would cause the exemption
afforded by Section 4(2) of the Securities Act to cease to be
applicable to the offer and sale of the Securities.


 


(l)            PORTAL.  The Company
will use its best efforts to effect the inclusion of the Offered Securities in
PORTAL and to maintain the listing of the Offered Securities on PORTAL for so
long as the Offered Securities are outstanding.


 


(m)          DTC.  The Company
will obtain the approval of DTC for “book-entry” transfer of the Offered
Securities and will comply with all of its agreements set forth in the
representation letters of the Company to DTC relating to the approval of the
Offered Securities by DTC for “book-entry” transfer.


 


(n)           Usury Laws.  The Company
will not voluntarily claim, and will actively resist any attempts to claim, the
benefit of any usury laws against the holders of any Offered Securities.


 


(o)           Further Acts.  The Company
will use its best efforts to do and perform all things required or necessary to
be done and performed under this Agreement by it prior to the Closing Date and
to satisfy all conditions precedent to the delivery of the Offered Securities.


 

















 


6.     Free Writing Communications


 


(a)           Issuer Free Writing Communications.  The Company represents and agrees that, unless it
obtains the prior consent of Credit Suisse, and each Purchaser represents and
agrees that, unless it obtains the prior consent of the Company and Credit
Suisse, it has not made and will not make any offer relating to the Offered
Securities that would constitute an Issuer Free Writing Communication.


 


(b)           Term Sheets.  The Company
consents to the use by any Purchaser of a Free Writing Communication that (i) contains
only (A) information describing the preliminary terms of the Offered
Securities or their offering or (B) information that describes the final
terms of the Offered Securities or their offering and that is included in or is
subsequently included in the Final Offering Circular or (ii) does not
contain any material information about the Company or its securities that was
provided by or on behalf of the Company, it being understood and agreed that
the Company shall not be responsible to any Purchaser for liability arising
from any inaccuracy in such Free Writing Communications referred to in clause (i) or
(ii) as compared with the information in the Preliminary Offering Circular
or the Final Offering Circular or the General Disclosure Package.


 


7.     Conditions of the Obligation of the Purchasers. The
obligations of the several Purchasers to purchase and pay for the Firm
Securities on the First Closing Date and for the Optional Securities on each
Optional Closing Date will be subject to the accuracy of the representations
and warranties of the Company herein (as though made on the Closing Date), to
the accuracy of the statements of officers of the Company made pursuant to the
provisions hereof, to the performance by the Company of its obligations hereunder
and to the following additional conditions precedent:


 


(a)           Accountants’ Comfort Letter. 
The Purchasers shall have received a letters, dated, respectively, the
date hereof and each Closing Date, of KPMG LLP confirming that they are a
registered public accounting firm and independent public accountants within the
meaning of the Securities Laws and substantially in the form of Schedule D
hereto (except that, in any letter dated a Closing Date, the specified date
referred to in Schedule D hereto shall be a date no more than three days
prior to such Closing Date).


 


(b)           No Material Adverse Change. 
Subsequent to the execution and delivery of this Agreement, there shall
not have occurred (i) any change, or any development or event involving a
prospective change, in the condition (financial or other), business ,
properties or results of operations of the Company and its subsidiaries taken
as a whole which, in the judgment of the Purchasers, is material and adverse
and makes it impractical or inadvisable to proceed with completion of the
offering or the sale of and payment for the Offered Securities; (ii) any
downgrading in the rating of any debt securities of the Company by any “nationally
recognized statistical rating organization” (as defined for purposes of Rule 436(g) under
the Securities Act), or any public announcement that any such organization has
under surveillance or review its rating of any debt securities of the Company
(other than an announcement with positive implications of a possible upgrading,
and no implication of a possible downgrading, of such rating) or any
announcement that the Company has been placed on negative outlook; (iii) any
change in U.S. or international financial, political or economic conditions or
currency exchange rates or exchange controls, the effect of which is such as to
make it, in the judgment of the Purchasers, impractical to market or to enforce
contracts for the sale of the Offered Securities, whether in the primary market
or in respect of dealings in the secondary market; (iv) any material
suspension or material limitation of trading in securities generally on the New
York Stock Exchange, or any setting of minimum or maximum prices for trading on
such exchange, (v) any suspension of trading of any


 

















 


securities of the Company on any exchange or in the
over-the-counter market; (vi) any banking moratorium declared by any U.S.
Federal or New York authorities; (vii) any major disruption of
settlements of securities, payment or clearance services in the United States
or (viii) any attack on, outbreak or escalation of hostilities or act of
terrorism involving the United States, any declaration of war by Congress or
any other national or international calamity or emergency if, in the judgment
of the Purchasers, the effect of any such attack, outbreak, escalation, act,
declaration, calamity or emergency is such as to make it impractical or
inadvisable to market the Offered Securities or to enforce contracts for the
sale of the Offered Securities.


 


(c)           Opinion of Counsel for Company. 
The Purchasers shall have received an opinion, dated such Closing Date,
of Hogan & Hartson L.L.P., counsel for the Company, substantially in
the form of Exhibits A-1 and A-2 hereto.


 


(d)           Opinion of In-House Counsel for Company. 
The Purchasers shall have received an opinion, dated such Closing Date,
of Peter Brandow, General Counsel to the Company, substantially in the form of Exhibit B
hereto.


 


(e)           Opinion of Local Counsel. 
The Purchasers shall have received an opinion, dated such Closing Date,
of Bass, Berry & Sims, PLC, special Tennessee counsel for Regal
Cinemas Inc., substantially in the form of Exhibit C hereto.


 


(f)            Opinion of Counsel for Purchasers. 
The Purchasers shall have received from Skadden, Arps, Slate, Meagher &
Flom LLP, counsel for the Purchasers, such opinion or opinions, dated such
Closing Date, with respect to such matters as Credit Suisse may require, and
the Company shall have furnished to such counsel such documents as they request
for the purpose of enabling them to pass upon such matters.


 


(g)           Officers’ Certificate. 
The Purchasers shall have received a certificate, dated such Closing
Date, of the President or any Vice President and a principal financial or
accounting officer of the Company in which such officers, to the best of their
knowledge after reasonable investigation, shall state that the representations
and warranties of the Company in this Agreement are true and correct, that the
Company has complied with all agreements and satisfied all conditions on its
part to be performed or satisfied hereunder at or prior to such Closing Date,
and that, subsequent to the date of the most recent financial statements in the
General Disclosure Package there has been no material adverse change, nor any
development or event involving a prospective material adverse change, in the
condition (financial or other), business, properties or results of operations
of the Company and its subsidiaries taken as a whole except as set forth in the
General Disclosure Package or contemplated by the General Disclosure Package
and that the industry, statistical and market-related data included in the
General Disclosure Package and the Final Offering Circular has been reviewed by
such persons and, subject to the risks and limitations described in the General
Disclosure Package and the Final Offering Circular, to the best knowledge of
such persons, is based on or derived from sources which the Company believes to
be reliable and accurate in all material respects.


 


The Company will furnish
the Purchasers with such conformed copies of such opinions, certificates,
letters and documents as the Purchasers reasonably request. Credit Suisse may
in its sole discretion waive on behalf of the Purchasers compliance with any
conditions to the obligations of the Purchasers hereunder, whether in respect
of an Optional Closing Date or otherwise.


 


8.     Indemnification and Contribution.  (a)  Indemnification of
Purchasers.  The Company will
indemnify and hold harmless each Purchaser, its officers, employees, agents,
partners, members, directors and its affiliates and each person, if any, who
controls such Purchaser within the meaning of Section 15 of


 

















 


the Securities Act
or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims,
damages or liabilities, joint or several, to which such Indemnified Party may
become subject, under the Securities Act, the Exchange Act, other Federal or
state statutory law or regulation or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any material
fact contained in the Preliminary Offering Circular or the Final Offering
Circular, in each case as amended or supplemented, or any Issuer Free Writing
Communication or the Exchange Act Reports, or arise out of or are based upon
the omission or alleged omission of a material fact necessary in order to make
the statements therein not misleading, and will reimburse each Indemnified
Party for any legal or other expenses reasonably incurred by such Indemnified
Party in connection with investigating, preparing or defending against any
loss, claim, damage, liability, action, litigation, investigation or proceeding
whatsoever (whether or not such Indemnified Party is a party thereto) whether
threatened or commenced and in connection with the enforcement of this
provision with respect to any of the above as such expenses are incurred;
provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement in or omission or alleged
omission from any of such documents in reliance upon and in conformity with
written information furnished to the Company by any Purchaser through Credit
Suisse specifically for use therein, it being understood and agreed that the
only such information consists of the information described as such in
subsection (b) below.


 


(b)           Indemnification of Company. 
Each Purchaser will severally and not jointly indemnify and hold
harmless the Company, each of its directors and each of its officers and each
person, if any, who controls the Company within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act (each a “Purchaser Indemnified Party”), against any
losses, claims, damages or liabilities to which such Purchaser Indemnified
Party may become subject, under the Securities Act, the Exchange Act, other
Federal or state statutory law or regulation or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of
any material fact contained in the Preliminary Offering Circular or the Final
Offering Circular, in each case as amended or supplemented, or any Issuer Free
Writing Communication, or arise out of or are based upon the omission or the
alleged omission of a material fact necessary in order to make the statements
therein not misleading, in each case to the extent, but only to the extent,
that such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Company by such Purchaser through Credit Suisse specifically
for use therein, and will reimburse any legal or other expenses reasonably
incurred by such Purchaser Indemnified Party in connection with investigating,
preparing or defending against any such loss, claim, damage, liability, action,
litigation, investigation or proceeding whatsoever (whether or not such
Purchaser Indemnified Party is a party thereto) whether threatened or commenced
based upon any such untrue statement or omission, or any such alleged untrue
statement or omission as such expenses are incurred, it being understood and
agreed that the only such information furnished by any Purchaser consists of
the following information in the Preliminary and Final Offering Circular
furnished on behalf of each Purchaser: 
paragraphs three, and nine under the caption “Plan of Distribution”; provided  however,
that the Purchasers shall not be liable for any losses, claims, damages or
liabilities arising out of or based upon the Company’s failure to perform its
obligations under Section 5(a) of this Agreement.


 


(c)           Actions Against Parties; Notification. 
Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
subsection (a) or (b) above, notify the indemnifying party of the
commencement thereof; but the failure to
notify the indemnifying party shall not relieve it from any liability that it
may have under subsection (a) or (b) above except to the extent that
it has been materially prejudiced (through the forfeiture of substantive rights
or


 

















 


defenses) by such failure; and
provided further that the failure to notify the indemnifying party shall not
relieve it from any liability that it may have to an indemnified party
otherwise than under subsection (a) or (b) above.  In case any such action is brought against
any indemnified party and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party will not be liable
to such indemnified party under this Section for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation.  No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened action 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 (i) an unconditional
release of such indemnified party from all liability on any claims that are the
subject matter of such action and (ii) does not include a statement as to
or an admission of fault, culpability or failure to act by or on behalf of any
indemnified party.


 


(d)           Contribution.  If the
indemnification provided for in this Section is unavailable or
insufficient to hold harmless an indemnified party under subsection (a) or
(b) above, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of the losses, claims,
damages or liabilities referred to in subsection (a) or (b) above (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Company on the one hand and the Purchasers on the other from the offering
of the Offered Securities or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company on the one hand and the Purchasers on
the other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities as well as any other relevant equitable
considerations.  The relative benefits
received by the Company on the one hand and the Purchasers on the other shall
be deemed to be in the same proportion as the total net proceeds from the
offering (before deducting expenses) received by the Company bear to the total
discounts and commissions received by the Purchasers from the Company under
this Agreement.  The relative fault shall
be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company or the
Purchasers and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such untrue statement or omission.  The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the first
sentence of this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this
subsection (d).  Notwithstanding the
provisions of this subsection (d), no Purchaser shall be required to contribute
any amount in excess of the amount by which the total price at which the
Offered Securities purchased by it were resold exceeds the amount of any
damages which such Purchaser has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission.  The Purchasers’ obligations in this
subsection (d) to contribute are several in proportion to their respective
purchase obligations and not joint.  The
Company and the Purchasers agree that it would not be just and equitable if
contribution pursuant to this Section 8(d) were determined by pro
rata allocation (even if the Purchasers were treated as one entity for such
purpose) or by any other method of allocation which does not take account of
the equitable considerations referred to in this Section 8(d).


 

















 


9.     Default of Purchasers. 
If any Purchaser or Purchasers default in their obligations to purchase
Offered Securities hereunder on either the First Closing Date or any Optional
Closing Date and the aggregate principal amount of Offered Securities that such
defaulting Purchaser or Purchasers agreed but failed to purchase does not
exceed 10% of the total principal amount of Offered Securities that the
Purchasers are obligated to purchase on such Closing Date, Credit Suisse may
make arrangements satisfactory to the Company for the purchase of such Offered
Securities by other persons, including any of the Purchasers, but if no such
arrangements are made by such Closing Date, the non-defaulting Purchasers shall
be obligated severally, in proportion to their respective commitments
hereunder, to purchase the Offered Securities that such defaulting Purchasers
agreed but failed to purchase on such Closing Date.  If any Purchaser or Purchasers so default and
the aggregate principal amount of Offered Securities with respect to which such
default or defaults occur exceeds 10% of the total principal amount of  Offered Securities that the Purchasers are
obligated to purchase on such Closing Date and arrangements satisfactory to
Credit Suisse and the Company for the purchase of such Offered Securities by
other persons are not made within 36 hours after such default, this
Agreement will terminate without liability on the part of any non-defaulting
Purchaser or the Company, except as provided in Section 10 (provided that
if such default occurs with respect to Optional Securities after the First
Closing Date, this Agreement shall not terminate as to the Firm Securities or
any Optional  Securities purchased prior
to such termination).  As used in this
Agreement, the term “Purchaser” includes any person substituted for a Purchaser
under this Section.  Nothing herein will
relieve a defaulting Purchaser from liability for its default.


 


10.   Survival of Certain Representations and Obligations.  The respective indemnities, agreements,
representations, warranties and other statements of the Company or its officers
and of the several Purchasers set forth in or made pursuant to this Agreement
will remain in full force and effect, regardless of any investigation, or
statement as to the results thereof, made by or on behalf of any Purchaser, the
Company or any of their respective representatives, officers or directors or
any controlling person, and will survive delivery of and payment for the
Offered Securities. If this Agreement is terminated pursuant to Section 9
or if for any reason the purchase of the Offered Securities by the Purchasers
is not consummated, the Company shall remain responsible for the expenses to be
paid or reimbursed by it pursuant to Section 5 and the respective
obligations of the Company and the Purchasers pursuant to Section 8 shall
remain in effect and if any Offered Securities have been purchased hereunder
the representations and warranties in Section 2 and all obligations under Section 5
shall also remain in effect. If the purchase of the Offered Securities by the
Purchasers is not consummated for any reason other than solely because of the
occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (viii) of
Section 7(b), the Company will reimburse the Purchasers for all
out-of-pocket expenses (including fees and disbursements of counsel) reasonably
incurred by them in connection with the offering of the Offered Securities.


 


11.   Notices.  All
communications hereunder will be in writing and, if sent to the Purchasers will
be mailed, delivered or telegraphed and confirmed to the Purchasers, c/o Credit
Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y.
10010-3629, Attention:  LCD-IBD, or, if
sent to the Company, will be mailed, delivered or telegraphed and confirmed to
it at 9110 East Nichols Avenue, Centennial, Colorado, 80112, Attention: General
Counsel, with a copy to Christopher Walsh, Esq. at Hogan &
Hartson L.L.P., One Tabor Center, Suite 1500, 1200 Seventeenth Street,
Denver, Colorado 80202; provided, however,
that any notice to a Purchaser pursuant to Section 8 will be mailed,
delivered or telegraphed and confirmed to such Purchaser.


 


12.   Successors.  This
Agreement will inure to the benefit of and be binding upon the parties hereto
and their respective successors and the controlling persons referred to in Section 8,
and no other person will have any right or obligation hereunder, except that
holders of Offered Securities shall be entitled to enforce the agreements for
their benefit contained in the second and third sentences of Section 5(b) hereof
against the Company as if such holders were parties hereto.


 


13.   Representation of Purchasers.  You will act for the several Purchasers in
connection with this purchase, and any action under this Agreement taken by you
jointly or by Credit Suisse will be binding upon all Purchasers.


 

















 


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


 


15.   Absence of Fiduciary Relationship.  The Company acknowledges and
agrees that:


 


(a)           No Other Relationship. 
The Purchasers have been retained solely to act as initial purchaser(s) in
connection with the initial purchase, offering and resale of the Offered
Securities and that no fiduciary, advisory or agency relationship between the
Company and the Purchasers have been created in respect of any of the
transactions contemplated by this Agreement or the Preliminary or Final
Offering Circular, irrespective of whether the Purchasers have advised or is
advising the Company on other matters;


 


(b)           Arm’s Length Negotiations. 
The purchase price of the Offered Securities set forth in this Agreement
was established by the Company following discussions and arms-length
negotiations with the Purchasers and the Company is capable of evaluating and
understanding and understands and accepts the terms, risks and conditions of
the transactions contemplated by this Agreement;


 


(c)           Absence of Obligation to Disclose. 
The Company has been advised that the Purchasers and their affiliates
are engaged in a broad range of transactions which may involve interests that
differ from those of the Company and that the Purchasers have no obligation to
disclose such interests and transactions to Company by virtue of any fiduciary,
advisory or agency relationship; and


 


(d)           The Company waives, to the fullest extent permitted by
law, any claims it may have against the Purchasers for breach of fiduciary duty
or alleged breach of fiduciary duty and agrees that the Purchasers shall have
no liability (whether direct or indirect) to the Company in respect of such a
fiduciary duty claim or to any person asserting a fiduciary duty claim on
behalf of or in right of the Company, including stockholders, employees or
creditors of the Company.


 


16.   Applicable Law.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York without regard
to principles of conflicts of laws.


 


The
Company hereby submits to the non-exclusive jurisdiction of the Federal and
state courts in the Borough of Manhattan in The City of New York in any suit or
proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby.  The Company
irrevocably and unconditionally waives any objection to the laying of venue of
any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby in Federal and state courts in the Borough of
Manhattan in The City of New York and irrevocably and unconditionally waives
and agrees not to plead or claim in any such court that any such suit or
proceeding in any such court has been brought in an inconvenient forum.


 

















 


If the foregoing is in accordance with the Purchasers’ understanding of
our agreement, kindly sign and return to the Company one of the counterparts
hereof, whereupon it will become a binding agreement between the Company and
the several Purchasers in accordance with its terms.


 


	
   

  	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  REGAL
  ENTERTAINMENT GROUP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Amy E. Miles

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Amy
  E. Miles

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
  The foregoing Purchase Agreement is hereby confirmed
  and accepted as of the date first above written.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CREDIT
  SUISSE SECURITIES (USA) LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Jeff Lipkin

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Jeff
  Lipkin

  	
   

  
	
   

  	
  Title:

  	
  Managing
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
  Acting
  on behalf of itself and as the Representative of the several Purchasers

  	
   

  	
   

  
								



 

















 


SCHEDULE A


 


	
  Purchasers

  	
   

  	
  Principal Amount of Firm

  Securities

  	
   

  
	
  Credit Suisse Securities (USA) LLC

  	
   

  	
  $

  	
  142,500,000

  	
   

  
	
  Lehman Brothers Inc.

  	
   

  	
  47,500,000

  	
   

  
	
  Total

  	
   

  	
  $

  	
  190,000,000

  	
   

  



 

















 


SCHEDULE B


 


1.             Issuer Free Writing
Communications (included in the General Disclosure Package)


 


1.  Final term sheet, dated March 5, 2008, a
copy of which is attached hereto as Exhibit D.


 


2.             Other Information Included in the
General Disclosure Package


 


The
following information is also included in the General Disclosure Package:


 


None


 

















 


SCHEDULE C


 


Supplemental
Marketing Material


 


Management
Investor Presentation dated March 4, 2008


 

















 


SCHEDULE
D


 


FORM OF KPMG COMFORT LETTER


 


1.                                       We are independent certified public accountants
with respect to the Company within the meaning of the Act and the applicable rules and
regulations thereunder adopted by the Securities and Exchange Commissions (SEC)
and the PCAOB.


 


2.                                       In our opinion, the consolidated financial
statements audited by us and incorporated by reference into the Offering Circular
comply as to form in all material respects with the applicable accounting
requirements of the Act and the Securities Exchange Act of 1934 and the related
rules and regulations adopted by the SEC.


 


3.                                       We have not audited any financial statements of the
Company as of any date or for any period subsequent to December 27, 2007;
although we have conducted an audit for the year ended December 27, 2007,
the purpose (and, therefore, the scope) of the audit was to enable us to
express our opinion on the consolidated financial statements as of December 27,
2007 and for the year then ended, and the effectiveness of internal control
over financial reporting as of December 27, 2007, but not on the financial
statements or internal control over financial reporting for any interim period
within the year. Therefore, we are unable to and do not express any opinion on
the financial position, results of operations, or cash flows as of any date or
any period subsequent to December 27, 2007.


 


4.                                       For purposes of this letter we have read the 2007
and 2008 approved minutes from the meetings of the board of directors and
committees of the board of directors of the Company as set forth in the minutes
book at March     , 2008, officials of the Company
having advised us that the minutes of all such meetings through that date were
set forth therein, except for minutes from the
           meetings of the
board of directors and committees of the board of directors, which are not in
draft form or approved; therefore we discussed the aforementioned meetings with
the secretary of the board of directors.


 


5.                                       Company officials have advised us that no
consolidated financial statements as of any date or for any period subsequent
to December 27, 2007, are available; accordingly, the procedures carried
out by us ith respect to changes in financial statement items after December 27,
2007, have, of necessity, been limited. We have inquired of certain officials
of the Company who have responsibility for financial and accounting matters
whether (i) at March     , 2008, there were any
increases in longterm debt as compared with amounts shown on the December 27,
2007 consolidated balance sheet included in the Company’s annual report on Form 10-K
for the fiscal year ended December 27, 2007, incorporated by reference in
the Offering Circular; or (ii) for the period from December 28, 2007
to March     , 2008, there were any decreases, as
compared with the corresponding period in the preceding year, in total
revenues. On the basis of these inquiries and our reading of the minutes as
described in 4, nothing came to our attention that caused us to believe that
there was any such change, increase or decrease, except in all instances for
changes, increases or decreases that the Offering Circular discloses have occurred
or may occur.


 
















 


Exhibit A-1


 


FORM OF HOGAN & HARTSON L.L.P. OPINION


 


March [10], 2008


 


Credit Suisse Securities
(USA) LLC


Lehman Brothers Inc.


     c/o Credit Suisse Securities (USA) LLC

Eleven Madison Avenue


New York, New York
10010-3629


 


Re:          Regal
Entertainment Group


 


Ladies and Gentlemen:


 


This
firm has acted as counsel to Regal Entertainment Group, a Delaware corporation
(the “Company”), in connection with the sale of
$[                  ]
in aggregate principal amount of the Company’s 6.25% Convertible Senior Notes due
2011 (the “Offered Securities”) pursuant to the terms of the Purchase
Agreement dated, March 5, 2008 (the “Agreement”), among the Company
and you (the “Initial Purchasers”). 
This opinion letter is furnished to you pursuant to the requirements set
forth in Section 7(c) of the Agreement in connection with the closing
thereunder on the date hereof. 
Capitalized terms used herein that are defined in the Agreement shall
have the meanings set forth in the Agreement, unless otherwise defined herein.


 


For
purposes of the opinions expressed in this letter, which are set forth in
paragraphs (a) through (t) below (the “Opinions”), and the
other statements made in this letter, we have examined copies of the documents
listed on Schedule 1 attached hereto (the “Documents”).  We believe the Documents provide an
appropriate basis on which to render the opinions hereinafter expressed.  The Agreement and the Indenture are hereafter
referred to collectively as the “Transaction Documents.”


 


In our
examination of the Transaction Documents and the other Documents, we have
assumed the genuineness of all signatures, the legal capacity of all natural
persons, the accuracy and completeness of all of the Documents, the
authenticity of all originals of the Documents and the conformity to authentic
originals of all of the Documents submitted to us as copies (including
telecopies).  As to all matters of fact
relevant to the Opinions and other statements made herein, we have relied on
the representations and statements of fact made in the Documents, we have not
independently established the facts so relied on, and we have not made any
investigation or inquiry other than our examination of the Documents.  The Opinions are given in the context of the foregoing.


 


As used in this opinion letter, the phrase “to our
knowledge” means the actual knowledge (that is, the conscious awareness of
facts or other information) of lawyers currently in the firm who have given
substantive legal attention to representation of the Company in connection with
the Transaction Documents and the transactions involving the Company and its
subsidiaries described in the General Disclosure Package and the Offering
Circular.


 


For purposes of
this opinion letter, we have assumed that (i) each party to the
Transaction Documents (other than the Company) has all requisite power and
authority under all applicable laws, regulations and governing documents to
execute, deliver and perform its obligations under the Transaction Documents
and each of such other parties has complied with all legal requirements
pertaining to its status as


 

















 


such status relates to
its rights to enforce the Transaction Documents against the Company, (ii) each
of such other parties has duly authorized, executed and delivered the
Transaction Documents to which it is a party, (iii) each of such other
parties is validly existing and in good standing in all necessary
jurisdictions, (iv) each of the Transaction Documents constitutes a valid
and legally binding obligation, enforceable against each of such other parties
in accordance with its terms, (v) there has been no material mutual
mistake of fact or misunderstanding or fraud, duress or undue influence, in
connection with the negotiation, execution or delivery of the Transaction
Documents and the conduct of all parties to the each of the Transaction
Documents has complied with any requirements of good faith, fair dealing and
conscionability, and (vi) there are and have been no agreements or
understandings among the parties, written or oral, and there is and has been no
usage of trade or course of prior dealing among the parties that would, in
either case, define, supplement or qualify the terms of any of the Transaction
Documents.  We have also assumed the
validity and constitutionality of each relevant statute, rule, regulation and
agency action covered by this opinion letter.


 


For purposes of
the opinions set forth in paragraph (r) below, we have made the further
assumption that all orders, judgments, decrees, agreements and contracts would
be enforced as written.


 


The Opinions are based as to matters of law solely on applicable
provisions of the following, as currently in effect:  (i) the Delaware General Corporation
Law, as amended (the “DGCL”); (ii) the Maryland General Corporation
Law, as amended; (iii) the Virginia Stock Corporation Act, as amended; (iv) as
to the opinions expressed in paragraphs (m) and (n), the Trust Indenture
Act of 1939, as amended, (the “Trust Indenture Act”); (v) as to the
opinion expressed in paragraph (m), the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder, but not the antifraud
provisions thereof (the “Securities Act”); (vi) as to the opinion
expressed in paragraph (t), the Investment Company Act of 1940, as amended (the
“Investment Company Act”); (vii) as to the opinions expressed in
paragraphs (q), (r) and (s), subject to the exclusions and limitations set
forth in this opinion letter, federal statutes and regulations (“Applicable
Federal Law”); and (ix) as to the opinions expressed in paragraphs
(e), (f), (p), (r) and (s), subject to the exclusions and limitations set
forth in this opinion letter, internal New York law (“Applicable New York
Law”).


 


Based upon, subject to and limited by the limitations and
qualifications set forth in this opinion letter, we are of the opinion that:


 


(a)           The Company has been duly incorporated and is
validly existing as a corporation and in good standing as of the date of the
certificate specified in paragraph 8 of Schedule 1 hereto under the laws
of the State of Delaware.


 


(b)           The Company has the corporate power and
corporate authority to enter into the Transaction Documents and to consummate
the transactions contemplated thereby. The Company has the corporate power and
corporate authority to transact its business as described in the General
Disclosure Package and the Offering Circular.


 


(c)           The Company is authorized to transact
business as a foreign corporation in the States of Colorado and Tennessee as of
the respective dates of the certificates specified in paragraph 9 of Schedule
1 hereto.


 


(d)           The authorized, issued and outstanding Class A
common stock and Class B common stock of the Company, as of March 3,
2008, was as set forth under the caption “Description of Capital Stock” in the
General Disclosure Package and the Offering Circular. All shares of Class A
common stock and Class B common stock of the Company, shown as issued and
outstanding under the caption “Description of Capital Stock” in the General
Disclosure Package and the Offering Circular are duly authorized and are
validly issued, fully paid and non-assessable. 
The Offered Securities are convertible into shares of Class A
common stock of the Company in accordance with the terms of the Indenture and
the shares of Class A common stock of the Company to be issued upon
conversion of the Offered Securities have been duly authorized and reserved for
issuance upon such conversion and, when issued upon such conversion, will be
validly issued, fully paid and non-assessable. 
No holder of


 

















 


outstanding
shares of capital stock of the Company has any statutory preemptive right under
the DGCL, preemptive right under the Charter or Bylaws, or, to our knowledge,
any contractual right to subscribe for any of the Offered Securities or shares
of Class A common stock of the Company issuable upon conversion of the
Offered Securities.  Except for the Regal
Entertainment Group Amended and Restated Stockholders’ Agreement dated May 14,
2002 and as identified in the General Disclosure Package and the Offering
Circular, to our knowledge there are no contractual rights requiring the
Company to file a registration statement with respect to any securities of the
Company or requiring the Company to include any securities in an offering
pursuant to such a registration statement.


 


(e)           The Transaction Documents have been duly
authorized, executed and delivered on behalf of the Company. The Transaction
Documents constitute valid and legally binding obligations of the Company,
enforceable against the Company in accordance with their terms.


 


(f)            The Offered Securities have been duly
authorized, executed and delivered on behalf of the Company.  The Offered Securities, when issued and
authenticated in the manner provided for in the Indenture and delivered against
payment of the consideration therefor in accordance with the Agreement, will
constitute valid and legally binding obligations of the Company enforceable
against the Company in accordance with their terms and the terms of the
Indenture, to the extent applicable.


 


(g)           Each of the Delaware Subsidiaries is validly
existing as a corporation and in good standing as of the date of the
certificates specified in paragraph 21 of Schedule 1 hereto under the
laws of the State of Delaware.  Each
Delaware Subsidiary is authorized to transact business as a foreign corporation
in each of the States identified in Schedule 2 hereto as of the
respective dates specified in the certificates referred to on Schedule 2
hereto.  Each of the Delaware
Subsidiaries has the corporate power and corporate authority to transact its
business as described in the General Disclosure Package and the Offering
Circular.


 


(h)           Each of the Maryland Subsidiaries is validly
existing as a corporation and in good standing as of the date of the
certificates specified in paragraph 28 of Schedule 1 hereto under the
laws of the State of Maryland.  Each
Maryland Subsidiary is authorized to transact business as a foreign corporation
in each of the States identified in Schedule 2 hereto as of the
respective dates specified in the certificates referred to on Schedule 2
hereto.  Each of the Maryland
Subsidiaries has the corporate power and corporate authority to transact its
business as described in the General Disclosure Package and the Offering
Circular.


 


(i)            RCMC is validly existing as a corporation and
in good standing as of the date of the certificate specified in paragraph 31 of
Schedule 1 hereto under the laws of the Commonwealth of Virginia.  RCMC is authorized to transact business as a
foreign corporation in each of the States identified in Schedule 2
hereto as of the respective dates specified in the certificates referred to on Schedule
2 hereto.  RCMC has the corporate
power and corporate authority to transact business as described in the General
Disclosure Package and the Offering Circular.


 


(j)            Based solely on our review of the documents
specified in paragraphs 41 through 69 of Schedule 1 hereto, all of the
issued and outstanding capital stock of RCI, the Delaware Subsidiaries and RCMC
is held, directly or indirectly by the Company or its subsidiaries.


 


(k)           Based solely on our review of the documents specified in paragraphs 43
through 47, 49 and 50 of Schedule 1 hereto, all of the issued and
outstanding capital stock of UATCI is held, directly or indirectly, by UATC.


 


(l)            Based solely on our review of the documents
specified in paragraphs 42 through 53 and 59 through 66 of Schedule 1
hereto, all of the issued and outstanding capital stock of the Delaware
Subsidiaries (other than Hoyts) and UATCI has been duly authorized and is validly
issued, fully paid and non-assessable.


 


(m)          Assuming (i) the accuracy of the
representations and warranties of the Company set forth in Section 2 of
the Agreement and of the Initial Purchasers set forth in Section 4 of the
Agreement, (ii) the due performance by the Company of the covenants and
agreements set forth in Section 5 of the Agreement, (iii) the


 

















 


Initial
Purchasers’ compliance with the offering and transfer procedures described in
the Offering Circular under the captions entitled “Plan of Distribution” and “Transfer
Restrictions,” (iv) the accuracy of the representations and warranties
made in accordance with the Offering Circular by the Initial Purchasers and (v) that
each of the holders who purchase the Offered Securities from the Initial
Purchasers is a “qualified institutional buyer” as defined in Rule 144A
under the Securities Act, it is not necessary in connection with the offer,
sale and delivery of the Offered Securities in the manner contemplated by the
Agreement to register the Offered Securities or the initial resale of the
Offered Securities under the Securities Act or to qualify the Indenture under
the Trust Indenture Act, it being understood that no opinion is expressed as to
any resale of Offered Securities subsequent to the initial resale thereof by
the Initial Purchasers.


 


(n)           The Indenture conforms in all material
respects to the requirements of the Trust Indenture Act and the rules and
regulations of the Securities and Exchange Commission applicable to an
indenture that is qualified thereunder.


 


(o)           The Offered Securities and the Indenture
conform in all material respects to the descriptions thereof contained in the
General Disclosure Package and the Offering Circular.


 


(p)           The information in the General Disclosure
Package and the Offering Circular under the captions “Description of Capital
Stock” and “Description of the Notes,” to the extent that such information
constitutes matters of law or legal conclusions, has been reviewed by us, and
is correct in all material respects.  The
Company’s common stock conforms in all material respects to the description
thereof set forth in the Offering Circular under the caption “Description of
Capital Stock.”


 


(q)           The information in the General Disclosure
Package and the Offering Circular under the caption “Certain United States
Federal Income Tax Considerations” to the extent that such information
constitutes matters of law or legal conclusions, has been reviewed by us, and
is correct in all material respects.


 


(r)            The execution, delivery and performance on
the date hereof by the Company of the Transaction Documents and the issuance
and sale of the Offered Securities do not (i) violate the DGCL or (ii) the
Charter or Bylaws of the Company.  The
execution, delivery and performance on the date hereof by the Company of the
Transaction Documents do not (x) violate (A) any provision of
Applicable Federal Law or (B) any provision of Applicable New York Law, (y) to
our knowledge, violate any court or administrative order, judgment, or decree
listed on Schedule 3 hereto that names the Company or any of its
Subsidiaries and is specifically directed to it or any of its property, or (z) breach
or constitute a default under any agreement or contract to which the Company or
any of its subsidiaries is a party listed on Schedule 3 hereto (except
that we express no opinion as to financial covenants in such agreements and
contracts).


 


(s)           No approval or consent of, or registration or
filing with any federal governmental agency, with the Secretary of State of the
State of Delaware or the Secretary of State of the State of New York is
required to be obtained or made by the Company under the DGCL, Applicable
Federal Law or Applicable New York Law in connection with the execution,
delivery and performance on the date hereof by the Company of the Transaction
Documents.


 


(t)            The Company is not and, after giving effect
to the offering and sale of the Offerred Securities and the application of the
proceeds thereof as described in the General Disclosure Package and the
Offering Circular will not be, an “investment company,” as such term is defined
in the Investment Company Act.


 


Based solely upon the officers’ certificates
identified in paragraph 36 and
38 on Schedule 1 attached hereto and a review of this firm’s litigation
docket, we hereby confirm to you that, to our knowledge, there are no actions,
suits or proceedings pending or overtly threatened in writing against the
Company or any of the Subsidiaries, or in which the Company or any of the
Subsidiaries is a party, before any court or governmental department,
commission, board, bureau, agency or instrumentality that question the validity
of the Transaction Documents or any action taken or to be taken pursuant
thereto, or that seek to


 

















 


enjoin
or otherwise prevent the consummation of the transactions contemplated by the
Agreement or to recover in damages or obtain other relief as a result thereof.


 


The
opinions expressed in paragraphs (e) and (f) above shall be
understood to mean only that if there is a default in performance of an
obligation, (i) if a failure to pay or other damage can be shown and (ii) if
the defaulting party can be brought into a court that will hear the case and
apply the governing law, then, subject to the availability of defenses, and to
the exceptions elsewhere set forth in this opinion letter, the court will
provide a money damage (or perhaps injunctive or specific performance) remedy.


 


In
addition to the assumptions, qualifications, exceptions and limitations
elsewhere set forth in this opinion letter, our opinions expressed above are
also subject to the effect of:  (i) bankruptcy,
insolvency, reorganization, receivership, moratorium and other laws affecting
creditors’ rights (including, without limitation, the effect of statutory and
other law regarding fraudulent conveyances, fraudulent transfers and
preferential transfers); and (ii) the exercise of judicial discretion and
the application of principles of equity, good faith, fair dealing,
reasonableness, conscionability and materiality (regardless of whether the
applicable agreements are considered in a proceeding in equity or at law).


 


Nothing
herein shall be construed to cause us to be considered “experts” within the
meaning of Section 11 of the Securities Act of 1933, as amended.


 


We
express no opinion herein as to any other laws and regulations not specifically
identified above (and in particular, we express no opinion as to any effect
that such other laws and regulations may have on the Opinions).  The opinions set forth in paragraphs (r) and
(s) are based upon a review of only those laws and regulations that, in
our experience, are generally recognized as applicable to transactions of the
type contemplated in the Transaction Documents.  We express no opinion
herein as to federal or state securities (except to the extent stated in
paragraphs (m), (n) and (s)), antitrust, unfair competition, banking, or
tax laws or regulations (except to the extent stated in paragraph (q)) or laws
or regulations of any political subdivision below the state level.


 


We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter.  This opinion letter has been prepared solely
for your use in connection with the closing under the Agreement on the date
hereof, and should not be quoted in whole or in part or otherwise be referred
to, and should not be filed with or furnished to any governmental agency or
other person or entity, without the prior written consent of this firm.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  HOGAN &
  HARTSON L.L.P

  



 

















 


SCHEDULE 1


 


1.          Executed copy of the Agreement.


 


2.          The Preliminary Offering Circular, dated March [4], 2008 and the
Pricing Term Sheet, dated March 5, 2008 (the “General Disclosure
Package”).


 


3.          The Offering Circular, dated March [5], 2008 (the “Offering
Circular”).


 


4.          A copy of the executed note representing the Offered Securities.


 


5.          Executed copy of the Indenture dated as of March [    ],
2008 among the Company, and U.S. Bank National Association, as trustee (the “Indenture”).


 


6.          The Amended and Restated Certificate of Incorporation of the Company,
as certified by the Secretary of State of the State of Delaware on March [    ],
2008 and as certified by the Secretary of the Company on the date hereof as
being complete, accurate and in effect (the “Charter”).


 


7.          The Amended and Restated Bylaws of the Company, as certified by the
Secretary of the Company on the date hereof as being complete, accurate and in
effect (the “Bylaws”).


 


8.          A certificate of good standing of the Company issued by the Secretary
of State of the State of Delaware dated March [    ],
2008.


 


9.          Foreign qualification certificates of the Company issued by the
Secretary of State of the State of Colorado on March [    ],
2008 and the Secretary of State of the State of Tennessee on March [    ],
2008.


 


10.        Certain resolutions of the Board of Directors of the Company adopted at
a telephonic meeting held on March 3, 2008, as certified by the Secretary
of the Company on the date hereof as being complete, accurate and in effect, relating
to, among other things, authorization of the Agreement, the Offered Securities,
the Indenture and arrangements in connection therewith.


 


11.        The Certificate of Incorporation of Regal Entertainment Holdings, Inc.,
a Delaware corporation (“REH”), with amendments thereto, as certified by
the Secretary of State of the State of Delaware on March [    ],
2008 and as certified by the Secretary of REH on the date hereof as being
complete, accurate and in effect.


 


12.        The Bylaws of REH, as certified by the Secretary of REH on the date
hereof as being complete, accurate and in effect.


 


13.        The Certificate of Incorporation of Regal Cinemas Corporation, a
Delaware corporation (“RCC”), with amendments thereto, as certified by
the Secretary of State of the State of Delaware on March [    ],
2008 and as certified by the Secretary of RCC on the date hereof as being
complete, accurate and in effect.


 


14.        The Bylaws of RCC, as certified by the Secretary of RCC on the date
hereof as being complete, accurate and in effect.


 


15.        The Certificate of Incorporation of United Artists Theatre Company, a
Delaware corporation (“UATC”), with amendments thereto, as certified by
the Secretary of


 

















 


State of the State of Delaware on March [    ],
2008 and as certified by the Secretary of UATC on the date hereof as being
complete, accurate and in effect.


 


16.        The Bylaws of UATC, as certified by the Secretary of UATC on the date
hereof as being complete, accurate and in effect.


 


17.        The Certificate of Incorporation of Edwards Theatres, Inc., a
Delaware corporation (“Edwards”), with amendments thereto, as certified
by the Secretary of State of the State of Delaware on March [    ],
2008 and as certified by the Secretary of Edwards on the date hereof as being
complete, accurate and in effect.


 


18.        The Bylaws of Edwards, as certified by the Secretary of Edwards on the
date hereof as being complete, accurate and in effect.


 


19.        The Certificate of Incorporation of Hoyts Cinemas Corporation, a
Delaware corporation (“Hoyts,” and, together with REH, RCC, UATC, and
Edwards, the “Delaware Subsidiaries”), with amendments thereto, as
certified by the Secretary of State of the State of Delaware on March [    ],
2008 and as certified by the Secretary of Hoyts on the date hereof as being
complete, accurate and in effect.


 


20.        The Bylaws of Hoyts, as certified by the Secretary of Hoyts on the date
hereof as being complete, accurate and in effect.


 


21.        A certificate of good standing of each of the Delaware Subsidiaries
issued by the Secretary of State of the State of Delaware dated March [    ],
2008.


 


22.        With respect to certain of the Delaware Subsidiaries, foreign
qualification certificates issued by the Secretaries of State of the States
identified in Schedule 2 hereto and dated as of the dates identified on Schedule
2 hereto.


 


23.        The Articles of Incorporation of United Artists Theatre Circuit, Inc.,
a Maryland corporation (“UATCI”), with amendments thereto, as certified
by the Maryland State Department of Assessments and Taxation on March [    ],
2008 and as certified by the Secretary of UATCI on the date hereof as being
complete, accurate and in effect.


 


24.        The Bylaws of UATCI, as certified by the Secretary of UATCI on the date
hereof as being complete, accurate and in effect.


 


25.        Foreign qualification certificates of UATCI issued by the Secretaries
of State of the States identified in Schedule 2 hereto and dated as of
the dates identified on Schedule 2 hereto.


 


26.        The Articles of Incorporation of Frederick Plaza Cinema, Inc., a
Maryland corporation (“Frederick,” and, together with UATCI, the “Maryland
Subsidiaries”), with amendments thereto, as certified by the Maryland State
Department of Assessments and Taxation on March [    ],
2008 and as certified by the Secretary of Frederick on the date hereof as being
complete, accurate and in effect.


 


27.        The Bylaws of Frederick, as certified by the Secretary of Frederick on
the date hereof as being complete, accurate and in effect.


 

















 


28.        A certificate of good standing of each of the Maryland Subsidiaries issued
by the Maryland State Department of Assessments and Taxation dated March [    ],
2008.


 


29.        The Articles of Incorporation of Regal CineMedia Corporation, a
Virginia corporation (“RCMC”), with amendments thereto, as certified by
the Secretary of the Commonwealth of the Commonwealth of Virginia on March [    ],
2008 and as certified by the Secretary of RCMC on the date hereof as being
complete, accurate and in effect.


 


30.        The Bylaws of RCMC, as certified by the Secretary of RCMC on the date
hereof as being complete, accurate and in effect.


 


31.        A certificate of good standing of RCMC issued by the Secretary of the
Commonwealth of the Commonwealth of Virginia dated March [    ],
2008.


 


32.        Foreign qualification certificates of RCMC issued by the Secretaries of
State of the States identified in Schedule 2 hereto and dated as of the
dates identified on Schedule 2 hereto.


 


33.        The Articles of Incorporation of Regal Cinemas, Inc., a Tennessee
corporation (“RCI,” and together with the Delaware Subsidiaries, the
Maryland Subsidiaries, and RCMC, the “Subsidiaries”), with amendments
thereto, as certified by the Secretary of State of the State of Tennessee on March [    ],
2008 and as certified by the Secretary of RCI on the date hereof as being
complete, accurate and in effect.


 


34.        The Bylaws of RCI, as certified by the Secretary of RCI on the date
hereof as being complete, accurate and in effect.


 


35.        A certificate of existence of RCI issued by the Secretary of State of
the State of Tennessee dated March [    ], 2008.


 


36.        A certificate of certain officers of the Company, dated March [11],
2008, as to certain facts relating to the Company.


 


37.        A certificate of the Secretary of the Company, dated March [11],
2008, as to the incumbency and signatures of certain officers of the Company.


 


38.        A certificate of certain officers of each of the Subsidiaries, dated March [11],
2008, as to certain facts relating to each such entity.


 


39.        A certificate of the Secretary of each of the Subsidiaries, dated March [11],
2008, as to the incumbency and signatures of certain officers of each such
entity.


 


40.        Hogan & Hartson L.L.P. litigation docket.


 


41.        Exchange Agreement dated March 8, 2002, by and among the Company
and certain stockholders of RCC, UATC, Edwards and RCMC.


 


42.        The stock records and minutes of proceedings of the board of directors
of REH as certified by the Secretary of REH on the date hereof as being
complete, accurate and in effect.


 

















 


43.        A copy of the Second Amended Joint Plan of Reorganization of UATC,
United Artists Realty Company, United Artists Properties I Corp., United
Artists Properties II, Corp., and UATCI and its filing subsidiaries under
Chapter 11 of the United States Bankruptcy Code, filed on December 8, 2000
with the United States Bankruptcy Court for the District of Delaware in
connection with In re United Artists Theatre Company, et al. (Chapter 11 Case No. 00-3514
(SLR)).


 


44.        A copy of the Second Amended Disclosure Statement for Second Amended
Joint Plan of Reorganization of UATC, United Artists Realty Company, United
Artists Properties I Corp., United Artists Properties II, Corp., and UATCI and
its filing subsidiaries under Chapter 11 of the United States Bankruptcy Code,
filed on December 8, 2000 with the United States Bankruptcy Court for the
District of Delaware in connection with In re United Artists Theatre Company,
et al. (Chapter 11 Case No. 00-3514 (SLR)).


 


45.        A copy of the Order Confirming Second Amended Plan of Reorganization of
UATC, United Artists Realty Company, United Artists Properties I Corp., United
Artists Properties II, Corp., and UATCI and its filing subsidiaries under
Chapter 11 of the United States Bankruptcy Code, filed on January 22, 2001
with the United States Bankruptcy Court for the District of Delaware in
connection with In re United Artists Theatre Company, et al. (Chapter 11 Case No. 00-3514
(SLR)).


 


46.        A copy of the Notice of Effectiveness of Second Amended Plan of
Reorganization of UATC, United Artists Realty Company, United Artists
Properties I Corp., United Artists Properties II, Corp., and UATCI and its
filing subsidiaries under Chapter 11 of the United States Bankruptcy Code,
filed on March 2, 2001 with the United States Bankruptcy Court for the
District of Delaware in connection with In re United Artists Theatre Company,
et al. (Chapter 11 Case No. 00-3514 (SLR)).


 


47.        Certain resolutions of the board of directors of UATC adopted by
unanimous written consent on March 1, 2001, relating, among other things,
to authorization and approval of the United Artists Plan and the United Artists
Disclosure Statement and arrangements in connection therewith, as certified by
the Secretary of UATC as being complete, accurate and in effect.


 


48.        The stock ledger of UATC, as certified by the Secretary of UATC as
being complete, accurate and in effect.


 


49.        Certain resolutions of the board of directors of UATCI adopted by
unanimous written consent on March 1, 2001, relating, among other things,
to authorization and approval of the United Artists Plan and the United Artists
Disclosure Statement and arrangements in connection therewith, as certified by
the Secretary of UATCI as being complete, accurate and in effect.


 


50.        A copy of stock certificate number 4 issued by UATCI to UATC
representing 100 shares of common stock of UATCI, as certified by the Secretary
of UATCI as being complete, accurate and in effect.


 


51.        Executed copy of the Exchange Agreement dated as of January 29,
2002, by and among RCC and the Exchanging Stockholders party thereto.


 


52.        Certain resolutions of the board of directors of RCC adopted by
unanimous written consent on January 17, 2002, relating, among other
things, to authorization and approval of the RCC Exchange Agreement and
arrangements in connection


 

















 


therewith and to authorization and approval of the issuance of shares
of common stock of RCC as certified by the Secretary of RCC as being complete,
accurate and in effect.


 


53.        The stock records of RCC as certified by the Secretary of RCC as being
complete, accurate and in effect.


 


54.        A copy of Debtors’ Amended Joint Plan of Reorganization under Chapter
11 of the Bankruptcy Code, filed on December 5, 2001 with the United
States Bankruptcy Court Middle District of Tennessee (Nashville Division) in
connection with In re Regal Cinemas, Inc., et al., Chapter 11 Case No. 301-11305).


 


55.        A copy of the Disclosure Statement for Debtors’ Amended Joint Plan of
Reorganization under Chapter 11 of the Bankruptcy Code, filed on December 5,
2001 with the United States Bankruptcy Court Middle District of Tennessee
(Nashville Division) in connection with In re Regal Cinemas, Inc., et al.,
Chapter 11 Case No. 301-11305).


 


56.        A copy of the Order (i) Confirming Debtors’ Amended Joint Plan of
Reorganization under Chapter 11 of the Bankruptcy Code and (ii) Substantively
Consolidating Debtors for Plan Purposes, filed on December 7, 2001 with
the United States Bankruptcy Court Middle District of Tennessee (Nashville
Division) in connection with In re Regal Cinemas, Inc., et al., Chapter 11
Case No. 301-11305).


 


57.        A copy of the Notice of Occurrence of Effective Date of Chapter 11 Plan
of Reorganization, filed January 30, 2002 with the United States
Bankruptcy Court Middle District of Tennessee (Nashville Division) in
connection with In re Regal Cinemas, Inc., et al., Chapter 11 Case No. 301-11305).


 


58.        The stock records of RCI as certified by the Secretary of RCI as being
complete, accurate and in effect.


 


59.        A copy of Debtors’ Second Amended Joint Plan of Reorganization (July 23,
2001), filed with the United States Bankruptcy Court Central District of
California Santa Ana Division in connection with In re Edwards Theatres Circuit, Inc.,
Edwards Megaplex Holdings, LLC, Edwards Theatres Management, LLC, Edwards
Entertainment 2000, Inc., Metro Edwards Corp., Norwalk Theatre Corp., Federal
Amusement Corp., Debtors (Case No. SA 00-16475-LR, Chapter Eleven).


 


60.        A copy of the Disclosure Statement to Accompany Debtors’ Second Amended
Plan of Reorganization (July 23, 2001), filed with the United States
Bankruptcy Court Central District of California Santa Ana Division in
connection with In re Edwards Theatres Circuit, Inc., Edwards Megaplex
Holdings, LLC, Edwards Theatres Management, LLC, Edwards Entertainment 2000, Inc.,
Metro Edwards Corp., Norwalk Theatre Corp., Federal Amusement Corp., Debtors
(Case No. SA 00-16475-LR, Chapter Eleven).


 


61.        A copy of the Order Confirming Debtors’ Second Amended Plan of
Reorganization (July 23, 2001), filed on September 24, 2001 with the
United States Bankruptcy Court Central District of California Santa Ana
Division in connection with In re Edwards Theatres Circuit, Inc., Edwards
Megaplex Holdings, LLC, Edwards Theatres Management, LLC, Edwards Entertainment


 

















 


2000, Inc., Metro Edwards Corp., Norwalk Theatre Corp., Federal
Amusement Corp., Debtors (Case No. SA 00-16475-LR, Chapter Eleven).


 


62.        A copy of the Notice of Occurrence of Effective Date of Debtors’ Second
Amended Plan of Reorganization (July 23, 2001), filed on October 2,
2001 with the United States Bankruptcy Court Central District of California
Santa Ana Division in connection with In re Edwards Theatres Circuit, Inc.,
Edwards Megaplex Holdings, LLC, Edwards Theatres Management, LLC, Edwards
Entertainment 2000, Inc., Metro Edwards Corp., Norwalk Theatre Corp.,
Federal Amusement Corp., Debtors (Case No. SA 00-16475-LR, Chapter
Eleven).


 


63.        An executed copy of the Recapitalization Agreement dated as of May 4,
2001 by and among OCM Principal Opportunities Fund II, L.P., The Anschutz
Corporation, the Edwards Shareholders party thereto and the Edwards entities
party thereto.


 


64.        The stock records and minutes of proceedings of the board of directors
of Edwards as certified by the Secretary of Edwards as being complete, accurate
and in effect.


 


65.        Executed copy of the Stock Purchase Agreement dated as of November 28,
2002 by and between REH and RCI.


 


66.        The stock records and minutes of proceedings of the board of directors
of RCMC as certified by the Secretary of RCMC as being complete, accurate and
in effect.


 


67.        Executed copy of the Stock Purchase Agreement dated as of March 27,
2003 (the “Hoyts Stock Purchase Agreement”) by and between REG and RCI.


 


68.        A copy of stock certificate number 4 issued by Hoyts to RCI
representing 100 shares of common stock of Hoyts, as certified by the Secretary
of Hoyts as being complete, accurate and in effect.


 


69.        Certain resolutions of the board of directors of RCI adopted by
unanimous written consent on March 27, 2003, relating, among other things,
to authorization and approval of the Hoyts Stock Purchase Agreement as
certified by the Secretary of RCC as being complete, accurate and in effect.


 
















 


SCHEDULE
2


 


[to be updated]


 


	
   

  	
   

  	
   

  	
  Foreign Jurisdictions
  in which 

  
	
  qualified to do

  	
   

  	
   

  	
   

  
	
   

  	
  Entity

  	
   

  	
   

  	
  business and in good
  standing (date

  
	
  of certificate)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Delaware Subsidiaries

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  Edwards
  Theatres, Inc.

  	
   

  	
  California
  (March 3, 2008)

  
	
   

  	
   

  	
  California Franchise
  Tax Board (March [   ], 2008)

  
	
   

  	
   

  	
  Idaho(March 3,
  2008)

  	
   

  	
   

  
	
   

  	
   

  	
  Texas/Secretary of
  State (March 3, 2008)

  
	
   

  	
   

  	
  Texas/Comptroller
  (March 3, 2008)

  
	
  2.

  	
  Hoyts Cinemas
  Corporation

  	
   

  	
  Connecticut
  (March 3, 2008)

  
	
   

  	
   

  	
   

  	
  Maine (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
  Massachusetts(February 29,
  2008)

  
	
   

  	
   

  	
   

  	
  New
  Hampshire(March 3, 2008)

  
	
   

  	
   

  	
   

  	
  New York
  (February 29, 2008)

  
	
   

  	
   

  	
   

  	
  Pennsylvania
  (March 4 2008)

  
	
   

  	
   

  	
   

  	
  Rhode Island
  (March 4, 2008)

  
	
   

  	
   

  	
   

  	
  Vermont
  (March [   ], 2008)

  
	
   

  	
   

  	
   

  	
  Virginia (March 4,
  2008)

  
	
   

  	
   

  	
   

  	
  West Virginia
  (March 8, 2008)

  
	
  3.

  	
  Regal Cinemas
  Corporation

  	
   

  	
  None

  
	
  4.

  	
  Regal Entertainment
  Group

  	
   

  	
  Colorado (March 4,
  2008)

  
	
   

  	
   

  	
   

  	
  Tennessee (March 5
  2008)

  
	
  5.

  	
  Regal Entertainment
  Holdings, Inc.

  	
   

  	
  Colorado(March 3,
  2008)

  
	
  6.

  	
  United Artists Theatre
  Company

  	
   

  	
  None

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Maryland Subsidiaries

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  Frederick Plaza
  Cinema, Inc.

  	
   

  	
  None

  
	
  2.

  	
  United Artists Theatre
  Circuit, Inc.

  	
   

  	
  Arizona (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Arkansas (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  California(March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  California Franchise
  Tax Board 

  
	
  (March [    ],
  2008)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Colorado (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Connecticut (March3,
  2008)6)

  
	
   

  	
   

  	
   

  	
   

  	
  Florida (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Georgia (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Louisiana(March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Michigan (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Minnesota
  (March 3, 2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Nevada (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  New
  Jersey(March 3, 2008)

  
	
   

  	
   

  	
   

  	
   

  	
  New Mexico
  (March [    ], 2008)

  
	
   

  	
   

  	
   

  	
   

  	
  New York
  (February 29, 2008)

  
	
   

  	
   

  	
   

  	
   

  	
  North Carolina
  (March 3, 2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Oklahoma (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Pennsylvania (March 4,
  2008)

  
								



 

















 


	
   

  	
   

  	
   

  	
   

  	
  South Carolina (March [    ],
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Texas/Secretary of
  State (March 3, 

  
	
  2008)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Texas/Comptroller (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Virginia (March 4,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Tennessee Subsidiaries

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  Regal Cinemas, Inc.

  	
   

  	
   

  	
  Alabama (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Alaska (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  California/Secretary of
  State (March 3, 2008)

  
	
   

  	
   

  	
   

  	
   

  	
  California/Franchise
  Tax Board (March [   ], 

  
	
  2008)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Connecticut (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Delaware(March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Florida (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Georgia (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Hawaii (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Idaho (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Illinois (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Indiana (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Kentucky (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Louisiana (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Maryland (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Massachusetts (February 29,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Michigan (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Minnesota (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Nevada (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  New Jersey (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  New York (February 29,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  North Carolina (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Ohio (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Oklahoma (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Oregon (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Pennsylvania (March 4,2008)

  
	
   

  	
   

  	
   

  	
   

  	
  South Carolina (March [    ],
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Tennessee (March 4,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Texas/Secretary of
  State  (March 3, 2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Texas/Comptroller (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Virginia (March 4,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Washington (March [    ],
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  West Virginia (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Wisconsin (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Virginia Subsidiaries

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  Regal CineMedia
  Corporation

  	
   

  	
   

  	
  California/Secretary of
  State (March 3, 2008)

  
	
   

  	
   

  	
   

  	
   

  	
  California/Franchise
  Tax Board (March [    ], 

  
	
  2008)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Colorado (March [    ],
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Florida (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Georgia (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Illinois (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Kentucky (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Maryland (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Massachusetts (February 29,
  2008)

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  Michigan (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Minnesota (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Missouri (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  New Jersey (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  New York (February 29,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Ohio (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Oregon (March 3,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Pennsylvania (March 4
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Tennessee (March 4,
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Texas/Secretary of
  State (March 3, 2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Texas/Comptroller (March [    ],
  2008)

  
	
   

  	
   

  	
   

  	
   

  	
  Washington (March [    ],
  2008)

  



 

















 


SCHEDULE 3


 


Orders, Judgments and Decrees


 


Stipulation and Order of Dismissal (August 17, 2006), granted by the
Court of Chancery of the State of Delaware on August 17, 2006 in
connection with Regal Entertainment Group v. Amaranth LLC, individually and as
representative of a class of all Noteholders under the Indenture, Case Number
1226-N.


 


Agreements
and Contracts


 


1.                             Amended and
Restated Guarantee and Collateral Agreement, dated as of May 10, 2004,
among RCC, each of the Guarantors party thereto and Credit Suisse First Boston,
acting through its Cayman Islands Branch, as Sole Lead Arranger and
Administrative Agent


 


2.                             Fifth Amended
and Restated Credit Agreement, dated as of October 27, 2006, among RCC,
the several lenders from time to time parties thereto, Credit Suisse, Cayman
Islands Branch, as Administrative Agent and Credit Suisse Securities (USA) LLC,
as Sole Lead Arranger and Sole Book Runner.


 


3.                             Indenture,
dated as of January 29, 2002, by and among RCC, as Issuer, the Guarantors
party thereto and U.S. Trust National Association, as Trustee.


 


4.                             First
Supplemental Indenture, dated as of April 17, 2002, by and among RCC, as
Issuer, the Guarantors party thereto and U.S. Trust National Association, as
Trustee.


 


5.                             Second Supplemental
Indenture, dated as of April 17, 2002, among RCC, as Issuer, Edwards,
Florence Theatre Corporation, Morgan Edwards Theatre Corporation, United Cinema
Corporation, as Guaranteeing Subsidiaries and U.S. Bank National Association,
as Trustee.


 


6.                             Third
Supplemental Indenture, dated as of November 28, 2002 by and among RCC, as
Issuer, RCMC, as Guaranteeing Subsidiary and U.S. Bank National Association, as
Trustee.


 


7.                             Fourth
Supplemental Indenture, dated as of March 27, 2003, among RCC, as Issuer,
Hoyts, Interstate Theatres Corporation, Frederick, as Guaranteeing Subsidiaries
and U.S. Bank National Association, as Trustee.


 

















 


8.                             Fifth
Supplemental Indenture, dated as of June 6, 2003, among RCC, as Issuer,
CineMedia Software, Inc. and United Artists Theatre Group, as Guaranteeing
Subsidiaries and U.S. Bank National Association, as Trustee.


 


9.                             Sixth
Supplemental Indenture, dated as of April 27, 2004, by and among RCC, each
of the Guarantors party thereto, and U.S. Bank National Association, as
Trustee.


 


10.                           Amendment to
Leveraged Lease Facility and Second Supplemental Indenture, dated as of March 7,
2001, among UATCI, Wilmington Trust Company, William J. Wade, Theatre Investors, Inc.,
Northway Associates Limited Partnership, State Street Bank and Trust Company,
Susan Keller, certain beneficial certificateholder affiliates of American
Express Financial Corporation and MacKay Shields LLC.


 


11.                           Trust Indenture
and Security Agreement, dated as of December 13, 1995, between Wilmington
Trust Company, William J. Wade and Fleet National Bank of Connecticut and Alan
B. Coffey.


 


12.                           Pass Through
Certificates, Series 1995-A Registration Rights Agreement, dated as of December 13,
1995, among UATCI, Morgan Stanley & Co. Incorporated and Merrill
Lynch, Pierce, Fenner & Smith Incorporated.


 


13.                           Participation
Agreement, dated as of December 13, 1995, among UATCI, Wilmington Trust
Company, William J. Wade, Theatre Investors, Inc., Northway Mall
Associates, LLC, Wilmington Trust Company, William J. Wade, Fleet National Bank
of Connecticut and Alan B. Coffey.


 


14.                           Pass Through
Trust Agreement, dated as of December 13, 1995, between UATCI and Fleet
National Bank of Connecticut.


 


15.                           Lease
Agreement, dated as of December 13, 1995, between Wilmington Trust Company
and William J. Wade and UATCI.


 


16.                           Indenture,
dated as of May 28, 2003, among the Company, as Issuer, and U.S. Bank
National Association, as Trustee.


 


17.                           Regal
Entertainment Group Amended and Restated Stockholders’ Agreement dated May 14,
2002.


 


18.                           2002 Regal
Entertainment Group Stock Incentive Plan, as amended by Amendment to 2002 Stock
Incentive.


 

















 


19.                           Form of
Stock Option Agreement for use under the Regal Entertainment Group 2002 Stock
Incentive Plan.


 


20.                           Form of
Restricted Stock Agreement for use under the Regal Entertainment Group 2002
Stock Incentive Plan.


 


21.                           Form of
Performance Share Agreement for use under the Regal Entertainment Group 2002
Stock Incentive Plan.


 


22.                           Employment
Agreement, dated May 3, 2002, between the Company and Michael L. Campbell.


 


23.                           Employment
Agreement, dated May 3, 2002, between the Company and Amy E. Miles.


 


24.                           Employment
Agreement, dated May 3, 2002, between the Company and Gregory W. Dunn.


 


25.                           Lease
Agreement, dated as of October 1, 1988, between United Artists Properties
I Corp. and UATCI.


 


26.                           Indemnity
Agreement, dated as of July 9, 2004, by and between the Company and Lewis
W. Coleman.


 


27.                           Indemnity
Agreement, dated as of July 12, 2004, by and between the Company and
Michael J. Dolan.


 


28.                           Summary of
Director Compensation Arrangements.


 


29.                           Summary of
Annual Executive Incentive Program.


 


30.                           Contribution
and Unit Holders Agreement, dated as of March 29, 2005, among RCMC,
National Cinema Network, Inc. and National CineMedia, LLC.


 


31.                           Regal Cinemas, Inc.
Severance Plan for Equity Compensation.


 


32.                           Form of
Director Indemnification Agreement.


 


33.                           Third Amended
and Restated Limited Liability Company Operating Agreement, dated as of February 13,
2007, by and among American Multi-Cinema, Inc., CineMark Media, Inc.,
Regal CineMedia Holdings, LLC and National CineMedia, Inc.


 


34.                           Exhibitor
Services Agreement, dated as of February 13, 2007, by and between National
CineMedia, LLC and RCI.


 

















 


Exhibit A-2


 


March [10],
2008


 


Credit Suisse Securities (USA) LLC


Lehman Brothers Inc.


    c/o Credit Suisse Securities (USA) LLC

Eleven Madison Avenue


New York, New York
10010-3629


 


                Re:          Regal Entertainment Group


 


Ladies and
Gentlemen:


 


This firm has acted as counsel to Regal Entertainment
Group, a Delaware corporation (the “Company”), in connection with the
sale of $[210,000,000] in aggregate principal amount of the Company’s [    ]%
Convertible Senior Notes due 2011 (the “Offered Securities”) pursuant to
the terms of the Purchase Agreement, dated March [5], 2008 (the “Agreement”),
among the Company and you (the “Initial Purchasers”).  This letter is furnished to you pursuant to
the requirements set forth in Section 7(c) of the Agreement in
connection with the closing thereunder on the date hereof.


 


During the course of our professional engagement, we
reviewed the documents listed on Schedule A hereto (including the
documents incorporated by reference therein, the “General Disclosure Package”)
and the Offering Circular, dated March [5], 2008 (including the documents
incorporated by reference therein, the “Offering Circular”), and
participated in conferences with officers and other representatives of the
Company, with representatives of the independent public accountants of the
Company and with the Initial Purchasers and representatives of the Initial
Purchasers at which the contents of the General Disclosure Package, the
Offering Circular and related matters were discussed.  The purpose of our professional engagement
was not to establish or confirm factual matters set forth in the General
Disclosure Package or the Offering Circular, and we have not undertaken any
obligation to verify independently any of those factual matters.  Accordingly, we do not assume any
responsibility for the accuracy, completeness, or fairness of the statements in
the General Disclosure Package or the Offering Circular, except as set forth in
paragraphs (p) and (q) of our opinion dated the date hereof.
Moreover, many of the disclosures in the General Disclosure Package and the
Offering Circular involve matters of a non-legal nature.


 


Subject to the foregoing, we confirm to you that, on
the basis of the information we gained in the course of performing the services
referred to above, no facts have come to our attention that cause us to
believe that:


 


(i)            the Offering Circular as of its date or
as of the date hereof, contained or contains an untrue statement of a material
fact or omitted or omits to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made, not misleading;


 


(ii)           the General Disclosure Package, as of [    :    ]
[A.M./P.M.] (New York City time) on March [5], 2008, (which you have
informed us is a time prior to the time of the first sale of the Offered
Securities by any Initial Purchaser), contained an untrue statement of a
material fact or omitted to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made, not misleading;


 


(iii)          there
are any legal or governmental proceedings pending or threatened against the
Company that would be required to be disclosed in the General Disclosure
Package or the Offering Circular 


 

















 


if they were prospectuses filed under the Securities
Act of 1933, as amended (the “Securities Act”), other than those
disclosed therein; or


 


(iv)          there are any contracts or documents of a
character that would be required to be described in the General Disclosure
Package or the Offering Circular if they were prospectuses filed under the
Securities Act that are not described or referred to therein;


 


provided  that in making the foregoing
statements, we do not express any belief with respect to the financial
statements and supporting schedules and other financial or accounting
information and data derived from such financial statements and schedules or
the books and records of the Company contained or incorporated by reference in
or omitted from the General Disclosure Package or the Offering Circular.


 


Nothing herein shall be construed to cause us to be
considered “experts” within the meaning of Section 11 of the Securities
Act of 1933, as amended.


 


We assume no obligation to advise you of any changes
in the foregoing subsequent to the delivery of this letter.  This letter has been prepared solely for your
use in connection with the closing under the Agreement on the date hereof, and
should not be quoted in whole or in part or otherwise be referred to, and
should not be filed with or furnished to any governmental agency or other
person or entity, without the prior written consent of this firm.


 


	
   

  	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  HOGAN & HARTSON L.L.P.

  



 

















 


Schedule A


 


1.     Preliminary Offering Circular, dated March 4,
2008.


 


2.     Final Term Sheet, dated March 5 2008.


 
















 


Exhibit B


 


FORM OF OPINION OF PETER BRANDOW


 


Regal Entertainment Group


7132 Regal Lane


Knoxville, Tennessee 37918


 


March [10],
2008


 


Credit Suisse Securities (USA) LLC


Lehman Brothers Inc.


    c/o Credit Suisse Securities (USA) LLC

Eleven Madison Avenue


New York, New York
10010-3629


 


                Re:          Regal Entertainment Group


 


Ladies and Gentlemen:


 


I am the General Counsel to Regal Entertainment Group, a Delaware
corporation (the “Company”), in connection with the sale of
$[210,000,000] in aggregate principal amount of the Company’s
[    ]% Convertible Senior Notes due 2011 (the “Offered
Securities”) pursuant to the terms of the Purchase Agreement, dated March [5],
2008 (the “Agreement”), among the Company and you (the “Initial
Purchasers”).  This letter is
furnished to you pursuant to the requirements set forth in Section 7(d) of
the Agreement in connection with the closing thereunder on the date hereof (the
“Closing Date”).


 


In so acting, I have examined copies of the
documents listed on Schedule A hereto (including the documents incorporated by
reference therein, the “General Disclosure Package”) and the Offering
Circular, dated March [5], 2008 (including the documents incorporated by
reference therein, the “Offering Circular”).  I have also examined originals or copies,
certified or otherwise identified to my satisfaction, of such corporate
records, agreements, documents and other instruments, and such certificates or
comparable documents of public officials and of officers and representatives of
the Company and have made such inquiries of such officers and representatives,
as I have deemed relevant and necessary as a basis for the views hereinafter
set forth.


 


I have participated in
conferences with the officers, directors and other representatives of the
Company and representatives of the independent public accountants and counsel
for the Company, the Initial Purchasers and counsel for the Initial Purchasers,
in connection with the preparation of the General Disclosure Package and the
Offering Circular and although I have not independently verified and am not
passing upon and assume no responsibility for the accuracy, completeness, or
fairness of the statements contained in the General Disclosure Package and the
Offering Circular, no facts have come to my attention which lead me to believe (i) that
the Offering Circular, or any amendment or supplement thereto, or any Exchange
Act Report (as defined in the Agreement), as of its date or as of the Closing
Date, contained or contains an untrue statement of a material fact or omitted
or omits to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading or (ii) that the General Disclosure
Package, as of [    :    ] [A.M./P.M.]
(New York City time) on March [5], 2008, (which you have informed me is a
time prior to the time of the first sale of the Offered Securities by any
Initial Purchaser), contained an untrue statement of a material fact or omitted
to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading (it
being understood that I express no view with respect to the financial
statements and related notes, and the other financial and 


 

















 


accounting data included in the General Disclosure Package, the Offering Circular or the Exchange Act Reports).


 


The views expressed herein are rendered solely for your benefit in
connection with the transactions described herein and are valid only with
respect to the date hereof, and I assume no obligation to advise you of facts,
circumstances, events or developments which may be brought to my attention
after the date hereof and which may alter, affect or modify the views expressed
herein.  This letter may not be used or
relied upon by any other person, nor may this letter or any copies thereof be
furnished to a third party, filed with a governmental agency, quoted, cited or
otherwise referred to, without my prior written consent.


 


	
   

  	
   

  	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Peter B. Brandow

  	
   

  
	
   

  	
   

  	
   

  	
  Executive Vice President,

  	
   

  
	
   

  	
   

  	
   

  	
  General Counsel and
  Secretary

  	
   

  



 

















 


Schedule A


 


3.               Preliminary
Offering Circular, dated March 4, 2008.


 


4.               Final Term
Sheet, dated March 5, 2008.


 

















 


Exhibit C


 


BASS, BERRY &
SIMS  

PLC  

Attorneys at Law


 


A PROFESSIONAL LIMITED LIABILITY COMPANY




AmSouth Center 

315 Deaderick Street, Suite 2700 

Nashville, Tennessee 37238-3001

(615) 742-6200


 


March [10],  2008


 


Credit Suisse Securities (USA) LLC


Lehman Brothers Inc.


c/o Credit Suisse Securities (USA) LLC


Eleven Madison Avenue


New York, NY  10010


 


Ladies and Gentlemen:


 


We have acted as special counsel to Regal Cinemas, Inc.,
a Tennessee corporation (the “Company”) in connection with the Purchase
Agreement (the “Purchase Agreement”), dated March [5], 2008, between you (the “Initial Purchasers”) and Regal
Entertainment Group, a Delaware corporation (“Regal”), relating to the
sale by Regal to you of
$                            
principal amount of its             %
Convertible Senior Notes due 2011 (the “Notes”).


 


Capitalized terms defined in the Purchase Agreement
and used (but not otherwise defined herein) are used herein as so defined.


 


In so acting, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate
records, agreements, documents and other instruments, and such certificates or
comparable documents of public officials and of officers and representatives of
Regal and of the Company and have made such inquiries of such officers and
representatives, as we have deemed relevant and necessary as a basis for the
opinions hereinafter set forth. For purposes of the opinions on the good
standing of the Company, we have relied solely upon a good standing certificate
of recent date, which we believe we and you are justified in relying upon.


 


In such examination, we have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents.  As to various issue of fact,
we have relied upon certificates or comparable documents of officers and
representatives of Regal and the Company and upon the representations and
warranties of Regal set forth in the Purchase Agreement.


 


Based on the foregoing, and subject to the
qualifications stated herein, we are of the opinion that:


 


1.             The
Company is a corporation validly existing and in good standing under the laws
of the State of Tennessee and has all requisite corporate power and corporate
authority to own, lease and operate its properties and to carry on its business
as described in the Preliminary Offering Circular and Final Offering Circular,
and is duly qualified to transact business and is in good standing as a foreign
corporation in each jurisdiction identified in Schedule 1 hereto.


 


The opinions expressed herein are limited to the
corporate laws of the State of Tennessee, and we express no opinion as to the
effect on the matters covered by this letter of the laws of any other
jurisdiction.


 


The opinions expressed herein are rendered solely for
your benefit in connection with the transactions described herein and are valid
only with respect to the date hereof, and we assume no obligation to advise you
of


 

















 


facts, circumstances, events or developments which may be brought to
our attention after the date hereof and which may alter, affect or modify those
opinions.  Those opinions may not be used
or relied upon by any other person, nor may this letter or any copies thereof
be furnished to a third party, filed with a governmental agency, quoted, cited
or otherwise referred to, without our prior written consent.


 


	
   

  	
   

  	
  Very truly yours,

  



 


2

















 


SCHEDULE 1


 


	
  Alabama

  
	
  [Alaska]

  
	
  California

  
	
  Connecticut

  
	
  Delaware

  
	
  Florida

  
	
  [Georgia]

  
	
  Hawaii

  
	
  Idaho

  
	
  Illinois

  
	
  Indiana

  
	
  Kentucky

  
	
  Louisiana

  
	
  Maryland

  
	
  Massachusetts

  
	
  Michigan

  
	
  Minnesota

  
	
  [Missouri]

  
	
  Nevada

  
	
  New Jersey

  
	
  New York

  
	
  North Carolina

  
	
  Ohio

  
	
  Oklahoma

  
	
  Oregon

  
	
  [Pennsylvania]

  
	
  [Rhode Island]

  
	
  [South Carolina]

  
	
  Texas

  
	
  Virginia

  
	
  [Washington]

  
	
  [West Virginia]

  
	
  Wisconsin

  



 


 


[to be
updated upon receipt of good standing certificates]


 

















 


Exhibit D


 


FINAL PRICING SHEET


 


	
  The Issuer

  	
   

  	
  Regal Entertainment Group.

  
	
   

  	
   

  	
   

  
	
  Securities Offered

  	
   

  	
  6.25% Convertible Senior Notes due 2011.

  
	
   

  	
   

  	
   

  
	
  Ticker

  	
   

  	
  RGC (NYSE).

  
	
   

  	
   

  	
   

  
	
  Aggregate Principal Amount Offered

  	
   

  	
  $190,000,000.

  
	
   

  	
   

  	
   

  
	
  Option to Purchase Additional
  Securities

  	
   

  	
  $20,000,000.

  
	
   

  	
   

  	
   

  
	
  Form of Registration

  	
   

  	
  144A with no registration rights.

  
	
   

  	
   

  	
   

  
	
  Maturity Date

  	
   

  	
  March 15, 2011.

  
	
   

  	
   

  	
   

  
	
  Interest

  	
   

  	
  6.25% per annum, accruing from the settlement date.

  
	
   

  	
   

  	
   

  
	
  Interest Payment Dates

  	
   

  	
  Each March 15 and September 15, beginning
  on September 15, 2008.

  
	
   

  	
   

  	
   

  
	
  Price to Public

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  
	
  NYSE Closing Price on March 4,
  2008

  	
   

  	
  $19.52 per share.

  
	
   

  	
   

  	
   

  
	
  Conversion Premium

  	
   

  	
  18% above NYSE closing price on March 4, 2008.

  
	
   

  	
   

  	
   

  
	
  Initial Conversion Price

  	
   

  	
  $23.03 per share of Class A common stock,
  subject to adjustment.

  
	
   

  	
   

  	
   

  
	
  Conversion Trigger Price

  	
   

  	
  $29.94, subject to adjustment.

  
	
   

  	
   

  	
   

  
	
  Initial Conversion Rate

  	
   

  	
  Approximately 43.4148 shares of Class A common
  stock per $1,000 principal amount of notes, subject to adjustment.

  
	
   

  	
   

  	
   

  
	
  Trade Date

  	
   

  	
  March 5, 2008.

  
	
   

  	
   

  	
   

  
	
  Settlement Date

  	
   

  	
  March 10, 2008.

  
	
   

  	
   

  	
   

  
	
  CUSIP (144A)

  	
   

  	
  758766 AC3.

  
	
   

  	
   

  	
   

  
	
  Managers

  	
   

  	
  Credit Suisse Securities (USA) LLC (Sole
  book-runner) Lehman Brothers Inc.

  
	
   

  	
   

  	
   

  
	
  Total Net Proceeds/Use of Proceeds:

  	
   

  	
  The net proceeds from the offering, after deducting
  estimated fees and expenses and initial purchasers’ discounts, will be
  approximately $184.2 million ($203.7 million if the initial purchasers
  exercise their option to purchase additional notes in full). The issuer
  intends to use approximately $6.3 million of the net proceeds (or
  approximately $6.9 million if the initial purchasers exercise their option to
  purchase additional notes in full) to pay the net cost of the convertible
  note hedge and warrant transactions. The issuer intends to use the remaining
  net proceeds for general corporate purposes, which may include the repurchase
  of all or a portion of the issuer’s outstanding 33⁄4% Convertible Senior Notes
  due 2008.

  
	
   

  	
   

  	
   

  
	
  Convertible Note Hedge and Warrant 

  	
   

  	
  In connection with this offering, the issuer has
  entered into convertible note hedge and warrant transactions that will cover,

  



 

















 


	
  Transactions

  	
   

  	
  subject to anti-dilution adjustments, approximately
  8,248,812 shares, or 9,117,108 shares as adjusted for the exercise of the
  over-allotment option, of the issuer’s Class A common stock. The
  convertible note hedge and warrant transactions will not effect the terms of
  the notes and the net economic effect of such transactions from the issuer’s
  perspective will generally be the equivalent of raising the conversion
  premium.

  
	
   

  	
   

  	
   

  
	
  Adjustment to Conversion Rate upon
  a Fundamental Change

  	
   

  	
  The following table sets forth the share price and
  the number of additional shares by which the conversion rate shall be
  increased in the event of a fundamental change:

  



 


	
  Share Price

  	
   

  
	
  Effective
  Date

  	
   

  	
  $19.52

  	
   

  	
  $20.00

  	
   

  	
  $21.00

  	
   

  	
  $22.00

  	
   

  	
  $23.00

  	
   

  	
  $24.00

  	
   

  	
  $25.00

  	
   

  	
  $26.00

  	
   

  	
  $27.00

  	
   

  	
  $28.00

  	
   

  	
  $29.00

  	
   

  	
  $30.00

  	
   

  
	
  March 10,
  2008

  	
   

  	
  7.81

  	
   

  	
  7.02

  	
   

  	
  5.56

  	
   

  	
  4.35

  	
   

  	
  3.35

  	
   

  	
  2.52

  	
   

  	
  1.85

  	
   

  	
  1.30

  	
   

  	
  0.86

  	
   

  	
  0.52

  	
   

  	
  0.25

  	
   

  	
  0.07

  	
   

  
	
  March 15,
  2009

  	
   

  	
  7.81

  	
   

  	
  7.02

  	
   

  	
  5.45

  	
   

  	
  4.17

  	
   

  	
  3.12

  	
   

  	
  2.28

  	
   

  	
  1.61

  	
   

  	
  1.08

  	
   

  	
  0.67

  	
   

  	
  0.36

  	
   

  	
  0.14

  	
   

  	
  0.01

  	
   

  
	
  March 15,
  2010

  	
   

  	
  7.81

  	
   

  	
  6.58

  	
   

  	
  4.84

  	
   

  	
  3.45

  	
   

  	
  2.37

  	
   

  	
  1.55

  	
   

  	
  0.94

  	
   

  	
  0.51

  	
   

  	
  0.22

  	
   

  	
  0.04

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  March 15,
  2011

  	
   

  	
  7.81

  	
   

  	
  6.52

  	
   

  	
  4.14

  	
   

  	
  1.99

  	
   

  	
  0.14

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  



 


The exact share price and effective date may not be
set forth on the table, in which case:


 


·                  if the share price is between two share prices in the table or the
effective date is between two effective dates in the table, the number of
additional shares will be determined by a straight-line interpolation between
the number of additional shares set forth for the higher and lower share prices
and the two effective dates, as applicable, based on a 365-day year;


 


·                  if the share price is in excess of $30.00 per share, subject to adjustment,
the issuer will not increase the conversion rate of the notes; and


 


·                  if the share price is less than $19.52 share, subject to adjustment,
the issuer will not increase the conversion rate of the notes.


 


Notwithstanding the
foregoing, in no event will the total number of shares issuable upon conversion
of a note exceed 51.2295 per $1,000 principal amount of notes (equivalent to a
conversion price of $19.52), subject to adjustment in the same manner as the
conversion rate as set forth under “Description of the Notes—Conversion Rate
Adjustments” in the Offering Circular.


 


Capitalization


 


The following table shows
Regal’s cash and cash equivalents and capitalization as of December 27,
2007 on an as adjusted basis.  The as
adjusted presentation reflects the issuance of $190.0 million principal amount
of notes and the approximately $6.3 million net cost of the convertible note
hedge and warrant transactions.  The
table does not take into account any repurchases of Regal’s 33⁄4% Senior
Convertible Notes due 2008 that Regal may make from the proceeds of the
offering or otherwise.  This table should
be read in conjunction with the section entitled “Use of Proceeds” and Regal’s
consolidated financial statements and related notes, incorporated by reference
in the Offering Circular


 


	
   

  	
   

  	
  As of December 27, 2007

  	
   

  
	
   

  	
   

  	
  As Adjusted (1)

  	
   

  
	
   

  	
   

  	
  (in millions)

  	
   

  
	
  Cash and cash equivalents

  	
   

  	
  $

  	
  613.1

  	
   

  
	
  Total debt:

  	
   

  	
   

  	
   

  
	
  Revolving credit facilities

  	
   

  	
  —

  	
   

  
	
  Term credit facilities

  	
   

  	
  1,683.0

  	
   

  
	
  33/4% Convertible Senior Notes
  due 2008

  	
   

  	
  123.7

  	
   

  
	
  61/4% Convertible Senior Notes
  due 2011 offered hereby

  	
   

  	
  190.0

  	
   

  
	
  93/8% Senior Subordinated
  Notes due 2012

  	
   

  	
  51.5

  	
   

  
	
  Lease financing arrangements

  	
   

  	
  85.8

  	
   

  
	
  Other

  	
   

  	
  21.5

  	
   

  
					



 

















 


	
  Total debt

  	
   

  	
  2,155.5

  	
   

  
	
  Stockholders’ equity:

  	
   

  	
   

  	
   

  
	
  Class A common stock

  	
   

  	
  0.1

  	
   

  
	
  Class B common stock

  	
   

  	
  —

  	
   

  
	
  Additional paid in capital (deficit) (2)

  	
   

  	
  (161.9

  	
  )

  
	
  Retained earnings

  	
   

  	
  42.6

  	
   

  
	
  Accumulated other comprehensive loss, net

  	
   

  	
  (1.6

  	
  )

  
	
  Total stockholders’ deficit

  	
   

  	
  (120.8

  	
  )

  
	
  Total capitalization

  	
   

  	
  $

  	
  2,034.7

  	
   

  
					



 






(1)                                  Does not include amounts, if
any, received from the exercise of the initial purchasers’ option to purchase
up to an additional $20.0 million aggregate principal amount of notes.


(2)                                  Reflects a charge related to the net cost of the
convertible note hedge and warrant transactions of approximately $1.5M (net of
a $4.8 million tax benefit of the note hedge transaction).