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EXHIBIT 10.2  


 
 

STOCK PURCHASE AGREEMENT
  BETWEEN
  REGAL ENTERTAINMENT GROUP
  AND
  REGAL CINEMAS, INC.  
  


MARCH 27, 2003  







 
 

STOCK PURCHASE AGREEMENT    
    


        THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of March 27, 2003 (the
"Closing Date") between Regal Entertainment Group, a Delaware corporation ("Seller"), and Regal
Cinemas, Inc., a Tennessee corporation ("Buyer"). 


        WHEREAS,
Seller holds all of the issued and outstanding capital stock of Hoyts Cinemas Corporation ("Hoyts"); specifically, Seller holds
100 shares of Hoyts common stock, par value $1.00 per share (the "Shares"); 


        WHEREAS,
Seller desires to sell, and Buyer desires to purchase from Seller, the Shares at the price and upon the terms and conditions hereinafter set forth. 



        NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows: 


1.     DEFINITIONS  


        For all purposes of this Agreement, the capitalized terms specified in Exhibit A shall have the meanings
set forth in that Exhibit A, except as otherwise expressly provided herein. 


2.     SALE AND PURCHASE OF SHARES  



2.1.  Sale and Purchase of Shares  


        On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions hereof, Seller agrees to sell to Buyer,
and Buyer agrees to purchase from Seller, the Shares at the purchase price specified in Section 2.2. 



2.2.  Purchase Price  


        In consideration of Seller's delivery of the Shares, Buyer shall pay Seller $186,428,557.28 in immediately available funds (the "Purchase
Price"). 




3.     CLOSING  



3.1.  Closing of Sale and Purchase  


        Subject to the terms and conditions of this Agreement, the Closing shall take place at the offices of Hogan & Hartson L.L.P., 1200 Seventeenth Street,
Suite 1500, Denver, Colorado 80202, at 10:00 a.m., local time, on the Closing Date. 


3.2.  Closing Deliveries by Seller  


        At the Closing, Seller shall deliver to Buyer the following: 



        (a)   certificates
representing the Shares, duly endorsed in blank or with duly executed stock powers attached; and 



        (b)   such
other documents as Buyer may reasonably request in order to document properly the transactions provided under this Agreement. 




3.3.  Closing Deliveries by Buyer  


        At the Closing, Buyer shall deliver the Purchase Price as provided for in Section 2.2. 






 





4.     REPRESENTATIONS AND WARRANTIES OF SELLER  


        Seller hereby represents and warrants to Buyer as follows: 



4.1.  Organization  


        Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the full and unrestricted corporate
power and authority to carry on its business as currently conducted, to enter into this Agreement and to carry out the transactions contemplated hereby. 


4.2.  Authority and Capacity  


        Seller has full legal right, capacity, power and authority to execute this Agreement and to consummate the transactions contemplated hereby. 


4.3.  Absence of Violation  


        The execution, delivery and performance by Seller of this Agreement, the fulfillment of and the compliance with the respective terms and provisions hereof and
thereof, and the consummation of the
transactions contemplated hereby and thereby, do not and will not (a) conflict with, or violate any provision of, any Law having applicability to Seller or (b) conflict with, or result
in any breach of, or constitute a default under, any material agreement to which Seller is a party or the certificate of incorporation or bylaws of Seller. 


4.4.  Binding Obligation  


        This Agreement constitutes a valid and binding obligation of Seller, enforceable in accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws relating to or affecting creditors rights generally and by general equity principles (regardless of whether
such enforceability is considered in a proceeding in equity or at law). 


4.5.  Title to Shares  


        On the Closing Date, Seller will have, good, valid and marketable title, free and clear of all Encumbrances, to the Shares, with full right and lawful authority
to sell and transfer the Shares to Buyer pursuant to this Agreement. Upon payment for the Shares to be purchased from Seller pursuant to the terms of this Agreement, Buyer will acquire good, valid and
marketable title thereto, free and clear of all Encumbrances other than those created by Buyer. Upon consummation of the Closing, Buyer will own all of the issued and outstanding capital stock of
Hoyts. 




5.     REPRESENTATIONS AND WARRANTIES OF BUYER  


        Buyer hereby represents and warrants to Seller as follows: 



5.1.  Organization  


        Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Tennessee and has the full and unrestricted corporate
power and authority to carry on its business as currently conducted, to enter into this Agreement and to carry out the transactions contemplated hereby. 



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5.2.  Authority and Capacity  


        Buyer has full legal right, capacity, power and authority to execute this Agreement and to consummate the transactions contemplated hereby. 



5.3.  Absence of Violation  


        The execution, delivery and performance by Buyer of this Agreement, the fulfillment of and the compliance with the respective terms and provisions hereof and
thereof, and the consummation of the transactions contemplated hereby and thereby, do not and will not (a) conflict with, or violate any provision of, any Law having applicability to Buyer or
(b) conflict with, or result in any breach of, or constitute a default under, any material agreement to which Buyer is a party or the charter or bylaws of Buyer. 



5.4.  Binding Obligation  


        This Agreement constitutes a valid and binding obligation of Buyer, enforceable in accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws relating to or affecting creditors rights generally and by general equity principles (regardless of whether
such enforceability is considered in a proceeding in equity or at law). 




6.     CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER  


        The obligations of Seller under this Agreement are subject to the fulfillment, at or prior to the Closing, of each of the following conditions by Buyer, and
failure to satisfy any such condition shall excuse and discharge all obligations of Seller to carry out the provisions of this Agreement, unless such failure is agreed to in writing by Seller: 



6.1.  Representations and Warranties  


        The representations and warranties made by Buyer in this Agreement shall be true and complete when made and on and as of the Closing Date as though such
representations and warranties were made on and as of such date, except for any changes expressly permitted by this Agreement. 



6.2.  Performance  


        Buyer shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by such Buyer prior to the
Closing Date. 


6.3.  Legal Proceedings  


        No action or proceeding by or before any governmental authority shall have been instituted or threatened (and not subsequently dismissed, settled or otherwise
terminated) that is reasonably expected to restrain, prohibit or invalidate the transactions contemplated by this Agreement, other than an action or proceeding instituted or threatened by the Seller. 




7.     CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER  


        The obligations of Buyer under this Agreement are subject to the fulfillment, at or prior to the Closing, of each of the following conditions by Seller, and
failure to satisfy any such condition shall 


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excuse
and discharge all obligations of Buyer to carry out the provisions of this Agreement, unless such failure is agreed to in writing by Buyer: 



7.1.  Representations and Warranties  


        The representations and warranties made by Seller in this Agreement shall be true and complete when made, and on and as of the Closing Date as though such
representations and warranties were made on and as of such date, except for any changes expressly permitted by this Agreement. 


7.2.  Performance  


        Seller shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with prior to the Closing Date. 


7.3.  Legal Proceedings  


        No action or proceeding by or before any governmental authority shall have been instituted or threatened (and not subsequently settled, dismissed or otherwise
terminated) that is reasonably expected to restrain, prohibit or invalidate the transactions contemplated by this Agreement other than an action or proceeding instituted or threatened by the Buyer. 




8.     MISCELLANEOUS  



8.1.  Further Assurances  


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


8.2.  No Brokers  


        Each of Buyer and Seller hereto represents and warrants to the other that such party has not engaged any broker, finder or agent in connection with the
transactions contemplated by this Agreement and has not incurred (and will not incur) any unpaid liability to any broker, finder or agent for any brokerage fees, finders' fees or commissions, with
respect to the transactions contemplated by this Agreement. Each party agrees to indemnify, defend and hold harmless each of the other parties from and against any and all claims asserted against such
parties for any such fees or commissions by any persons purporting to act or to have acted for or on behalf of the indemnifying party. 


8.3.  Expenses  


        Each party hereto shall pay its own expenses incident to this Agreement and the transactions contemplated hereunder, including all legal and accounting fees and
disbursements. 


8.4.  Entire Agreement; Amendment  


        This Agreement, including the Exhibits and other documents referred to herein or furnished pursuant hereto, constitutes the entire Agreement among the parties
hereto with respect to the transactions contemplated herein, and it supersedes all prior oral or written agreements, commitments or understandings with respect to the matters provided for herein. No
amendment, modification or discharge of this Agreement shall be valid or binding unless set forth in writing and duly executed and delivered by Buyer and Seller. 



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8.5.  Waiver  


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



8.6.  Severability  


        If any part of any provision of this Agreement or any other agreement or document given pursuant to or in connection with this Agreement shall be invalid or
unenforceable in any respect, such part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the
remaining provisions of this Agreement. 


8.7.  Governing Law  



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


8.8.  Headings  


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



8.9.  Execution in Counterparts  


        To facilitate execution, this Agreement may be executed by facsimile and in as many counterparts as may be required. It shall not be necessary that the signatures
of, or on behalf of, each party, or that the signatures of all persons required to bind any party, appear on each counterpart; but it shall be sufficient that the signature of, or on behalf of, each
party, or that the signatures of the persons required to bind any party, appear on one or more of the counterparts. All counterparts shall collectively constitute a single Agreement. It shall not be
necessary in making proof of this Agreement to produce or account for more than a number of counterparts containing the respective signatures of, or on behalf of, all of the parties hereto. 


8.10. Limitation on Benefits  


        The covenants, undertakings and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto
and their respective successors, heirs, executors, administrators, legal representatives and permitted assigns. 



8.11. Binding Effect  


        Subject to any provisions hereof restricting assignment, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective successors, heirs, executors, administrators, legal representatives and assigns. 



[SIGNATURE
PAGE FOLLOWS] 


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        IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement, or have caused this Agreement to be duly executed on their behalf, as of the day and year first above written. 



	 	 	BUYER:
	

 	
 	

REGAL CINEMAS, INC.
	

 	
 	

By:	

/s/  PETER B. BRANDOW      






	 	 	Name:	Peter B. Brandow
	 	 	Title:	EVP, General Counsel and Secretary





	 	 	SELLER:
	

 	
 	

REGAL ENTERTAINMENT GROUP
	

 	
 	

By:	

/s/  PETER B. BRANDOW      






	 	 	Name:	Peter B. Brandow
	 	 	Title:	EVP, General Counsel and Secretary




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EXHIBIT A
  CERTAIN DEFINITIONS    
    



        "Affiliate" means, as applied to any person, any other person that, directly or indirectly, Controls, is
Controlled by or is under common Control with such person. 


        "Claims" means all demands, claims, actions or causes of action, assessments, losses, damages (including, without limitation, diminution
in value), liabilities, costs and expenses, including, without limitation, interest, penalties and attorneys' fees and disbursements. 


        "Closing" means the closing of the sale and purchase of the Shares pursuant to the Agreement. 



        "Closing Date" shall have the meaning set forth in the preamble to this Agreement. 


        "Control" means, when used with respect to any person, the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such person, whether through the ownership of voting securities, by contract or otherwise, and the term
"Controlled" shall have the meanings correlative to the foregoing. 


        "Encumbrance" means any mortgage, lien, pledge, encumbrance, security interest, deed of trust, option, encroachment, reservation, order,
decree, judgment, condition, restriction, charge, agreement, claim or equity of any kind. 


        "Exhibit" means an exhibit attached to the Agreement. 


        "Laws" means all foreign, federal, state and local statutes, laws, ordinances, regulations, rules, resolutions, orders, determinations,
writs, injunctions, awards (including, without limitation, awards of any arbitrator), judgments and decrees applicable to the specified persons or entities and to the businesses and assets thereof. 



        "Section" means a Section (or a subsection) of the Agreement. 


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STOCK PURCHASE AGREEMENT BETWEEN REGAL ENTERTAINMENT GROUP AND REGAL CINEMAS, INC.


STOCK PURCHASE AGREEMENT


EXHIBIT A CERTAIN DEFINITIONS