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EXHIBIT 4.8  


$200,000,000  


 REGAL ENTERTAINMENT GROUP  


 33/4% Convertible Senior Notes due 2008  


 
 

REGISTRATION RIGHTS AGREEMENT    
    


May 28,
2003 


Credit
Suisse First Boston LLC

Eleven Madison Avenue

New York, New York 10010-3629 



Dear
Sirs: 


        Regal
Entertainment Group, a Delaware corporation (the "Issuer"), proposes to issue and sell to Credit Suisse First Boston LLC (the
"Initial Purchaser"), upon the terms set forth in a purchase agreement dated as of May 21, 2003 (the "Purchase
Agreement"), $200,000,000 aggregate principal amount (plus up to an additional $40,000,000 principal amount) of its 33/4% Convertible Senior Notes due 2008 (the
"Initial Securities"). The Initial Securities will be convertible into shares of Class A common stock, par value $0.001 per share, of the Company
(the "Common Stock") at the conversion price set forth in the Offering Circular dated May 21, 2003. The Initial Securities will be issued
pursuant to an Indenture, dated as of May 28, 2003 (the "Indenture"), among the Issuer and U.S. Bank, National Association, as trustee (the
"Trustee"). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company agrees with the Initial Purchaser, for the
benefit of (i) the Initial Purchaser and (ii) the holders of the Initial Securities and the Common Stock issuable upon conversion of the Initial Securities (collectively, the
"Securities") from time to time until such time as such Securities have been sold pursuant to a Shelf Registration Statement (as defined below) (each of
the forgoing a "Holder" and collectively the "Holders"), as follows: 


        1.    Shelf Registration.    (a) The Company shall, at its cost, prepare and, as promptly as practicable (but
in no event more than 90 days after the latest date of original issuance of the Initial Securities) file with the Securities and Exchange Commission (the
"Commission") and thereafter use its reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on
Form S-3 (the "Shelf Registration Statement") relating to the offer and sale of the Transfer Restricted Securities (as defined in
Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities
Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration");  provided,
however, that no Holder (other than the Initial Purchaser) shall be entitled to have the
Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. The Company shall
use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act not later than 210 days after the latest date of original issuance of
the Initial Securities. 


        (b)   The
Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the
"Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years from the date of its effectiveness or
such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are, with respect to such
Securities held by non-affiliates, eligible to be sold to the public pursuant to Rule 144(k) under the Securities Act, or any successor rule thereof (in any such case, such
period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf
Registration Statement effective during the requisite period if it voluntarily takes any action that would 





 



result
in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by
the Company in good faith and contemplated by Section 2(b)(v) and 2(b)(vi) below, and the Company thereafter complies with the relevant requirements of Section 2(h). 


        (c)   Notwithstanding
any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or
supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the
Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 


        (d)   Each
Holder of Transfer Restricted Securities wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to
deliver a written notice to the Company containing any information with respect to the Holder necessary to amend the Shelf Registration Statement or supplement the related Prospectus with respect to
the intended distribution of Transfer Restricted Securities by such Holder (a "Notice and Questionnaire") at least 5 business days prior to any
intended distribution of Transfer Restricted Securities under the Shelf Registration Statement. From and after the date the Shelf Registration Statement is declared effective, the Company shall, as
promptly as practicable after the date a Notice and Questionnaire is delivered: (i) if required by applicable law, file with the Commission a post-effective amendment to the Shelf
Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference
or file any other document required under the Securities Act so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and
the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company
shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable best efforts to cause such post-effective amendment to be declared
effective under the Securities Act as promptly as is practicable, but in any event by the date (the "Amendment Effectiveness Deadline Date") that is
45 days after the date such post-effective amendment is filed; (ii) provide such Holder copies of any documents filed pursuant to clause (i) above; and
(iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to
clause (i) above; provided, that, if such Notice and Questionnaire is delivered during a
Deferral Period (as defined in Section 2(h)), the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i),
(ii) and (iii) above upon expiration of the Deferral Period. 


        Notwithstanding
anything contained herein to the contrary: (i) the Company shall be under no obligation to name any Holder that has not submitted a Notice and Questionnaire to the
Company as a selling securityholder in any Shelf Registration Statement or related Prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to 10 days from
the expiration of a Deferral Period (and the Company shall incur no obligation to pay Additional Interest during such extension) if such Deferral Period is in effect on the Amendment Effectiveness
Deadline Date. Any Holder who, subsequent to the date the Shelf Registration Statement is initially declared effective, provides a Notice and Questionnaire required by this
Section 1(d) (whether or not such Holder has supplied the Notice and Questionnaire at the time the Shelf Registration Statement was initially declared effective) shall be named as a
selling securityholder in the Shelf Registration Statement and related Prospectus in accordance with the requirements of this Section 1(d). 


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        2.    Registration Procedures.    In connection with the Shelf Registration contemplated by Section 1 hereof,
the following provisions shall apply: 


        (a)   The
Company shall (i) furnish to the Initial Purchaser, prior to the filing thereof with the Commission, a copy of the Shelf Registration Statement and each
amendment thereof and each supplement, if any, to the prospectus included therein and, in the event that the Initial Purchaser (with respect to any portion of an unsold allotment from the original
offering) is participating in the Shelf Registration Statement, shall use its reasonable best efforts to reflect in each such document, when so filed with the Commission, such comments as the Initial
Purchaser reasonably may propose; and (ii) include the names of the Holders who propose to sell Securities pursuant to the Shelf Registration Statement as selling securityholders. 



        (b)   The
Company shall give written notice to the Initial Purchaser and the Holders of the Securities (which notice pursuant to clauses (ii)-(vi) hereof shall be
accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made (a "Deferral Notice")): 



        (i)    when
the Shelf Registration Statement or any amendment thereto has been filed with the Commission and when the Shelf Registration Statement or any
post-effective amendment thereto has become effective; 


        (ii)   of
any request by the Commission for amendments or supplements to the Shelf Registration Statement or the prospectus included therein or for additional information; 


        (iii)  of
the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of any proceedings for that
purpose; 


        (iv)  of
the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such purpose; 



        (v)   of
the happening of any event that requires the Company to make changes in the Shelf Registration Statement or the Prospectus in order that the Shelf Registration
Statement or the Prospectus does not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the
case of the Prospectus, in light of the circumstances under which they were made) not misleading; and 


        (vi)  the
occurrence or existence of any pending corporate development, public filing with the Commission or other similar event with respect to the Company that, in the
reasonable discretion of the Company, makes it appropriate to suspend the availability of a Shelf Registration Statement and the related Prospectus. 




        (c)   The
Company shall make every reasonable effort to obtain the withdrawal at the earliest possible time, of any order suspending the effectiveness of the Shelf
Registration Statement. 


        (d)   The
Company shall furnish to each Holder of Securities included within the coverage of the Shelf Registration, without charge, at least one copy of the Shelf
Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto (including
those, if any, incorporated by reference). 


        (e)   The
Company shall, during the Shelf Registration Period, deliver to each Holder of Securities included within the coverage of the Shelf Registration, without charge, as
many copies of the Prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as such person may reasonably request. The
Company consents, subject to the provisions of this Agreement, to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of the Securities in connection with
the offering and 


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sale
of the Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement. 


        (f)    Prior
to any public offering of the Securities pursuant to the Shelf Registration Statement, the Company shall register or qualify or cooperate with the Holders of the
Securities included therein and their respective counsel in connection with the registration or qualification of the Securities for offer and sale under the securities or "blue sky" laws of such
states of the United States as any Holder of the Securities reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such
jurisdictions of the Securities covered by such Registration Statement; provided, however, that the
Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action which would subject it to general
service of process or to taxation in any jurisdiction where it is not then so subject. 



        (g)   The
Company shall cooperate with the Holders of the Securities to facilitate the timely preparation and delivery of certificates representing the Securities to be sold
pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders may request a reasonable period of time prior to sales of
the Securities pursuant to the Shelf Registration Statement. 


        (h)   Upon
the occurrence of any event contemplated by paragraphs (ii) through (v) of Section 2(b) above during the period for which the Company is
required to maintain an effective Shelf Registration Statement, the Company shall promptly prepare and file a post-effective amendment to the Shelf Registration Statement or an
amendment or supplement to the Prospectus and any other required document so that, as thereafter delivered to Holders or purchasers of the Securities, the Prospectus will not contain an untrue
statement of a material fact or omit to state any 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. If the Company notifies the Initial Purchaser and the Holders of Transfer Restricted Securities in accordance with paragraphs (ii) through (v) of
Section 2(b) above to suspend the use of the Prospectus until the requisite changes to the Prospectus have been made or the Company otherwise notifies the Initial Purchaser and the
Holders of Transfer Restricted Securities of its election to suspend the availability of the Shelf Registration Statement and related Prospectus pursuant to Section 2(b)(vi) above, then
the Initial Purchaser and the Holders of Transfer Restricted Securities shall suspend use of such Prospectus (such period during which the availability of the Shelf Registration Statement and any
related Prospectus is suspended being a "Deferral Period"). The Company will use its reasonable best efforts to ensure that the use of the Prospectus
may be resumed as promptly as is practicable, except that in the case of suspension of the availability of the Shelf Registration Statement and related Prospectus pursuant to
Section 2(b)(vi) above, the Company shall not be required to take such action until such time as it shall no longer determine that continued availability of the Shelf Registration
Statement and the related Prospectus is inadvisable and not in the best interests of the Company. The Company shall be entitled to exercise its right under this Section 2(h) to suspend
the availability of the Shelf Registration Statement or any Prospectus, without incurring or accruing any obligation to pay Additional Interest pursuant to Section 5(a), for one or more periods
not to exceed 45 days in any 90-day period and not to exceed, in the aggregate, 90 days in any 365-day period. 


        (i)    Not
later than the effective date of the Shelf Registration Statement, the Company will provide CUSIP numbers for the Initial Securities and the Common Stock registered
under the Shelf Registration Statement, and provide the Trustee with printed certificates for the Initial Securities, in a form eligible for deposit with The Depository Trust Company. 



        (j)    The
Company will comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Shelf Registration and will make
generally available to its security 


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holders
(or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities
Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Company's first fiscal
quarter commencing after the effective date of the Shelf Registration Statement, which statement shall cover such 12-month period. 


        (k)   The
Company shall cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended, (the "Trust Indenture
Act") in a timely manner and containing such changes, if any, as shall be necessary for such qualification. In the event that such qualification would require the appointment
of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture. 



        (l)    The
Company may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Company such information regarding the Holder
and the distribution of the Securities as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement, and the Company may exclude from such registration the
Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request. 


        (m)  The
Company shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such other actions, if any, as
any Holder shall reasonably request in order to facilitate the disposition of the Securities pursuant to the Shelf Registration. 


        (n)   The
Company shall (i) make available, at reasonable time, for inspection by the Holders, any underwriter participating in any disposition pursuant to the Shelf
Registration Statement and any attorney, accountant or other agent retained by the Holders or any such underwriter, all relevant financial and other records, pertinent corporate documents and
properties of the Company and (ii) cause the Company's officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Holders or any
such underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such persons, to conduct a reasonable
investigation within the meaning of Section 11 of the Securities Act; provided, however, that the
foregoing inspection and information gathering shall be coordinated on behalf of the Initial Purchaser by you and on behalf of the other parties, by one counsel designated by and on behalf of such
other parties as described in Section 3 hereof; provided, further, that any information that is
designated by the Company, in good faith, as confidential at the time of delivery of such information shall be kept confidential by the Holders, or any such underwriter, attorneys, accountant or
agent, unless such disclosure is made in connection with a court proceeding or required by law, or such information become available to the public generally. 


        (o)   The
Company, if requested by any Holder of Securities covered by the Shelf Registration Statement, shall cause (i) its counsel to deliver an opinion and updates
thereof relating to the Securities in customary form addressed to such Holders and the managing underwriters, if any, thereof, and dated, in the case of the initial opinion, the effective date of such
Shelf Registration Statement (it being agreed that the matters to be covered by such opinion shall include, without limitation, the due incorporation and good standing of the Company and its
subsidiaries; the qualification of the Company and its subsidiaries to transact business as foreign corporations; the due authorization, execution and delivery of the relevant agreement of the type
referred to in Section 2(m) hereof; the due authorization, execution, authentication and issuance, and the validity and enforceability, of the Securities; the absence of material legal or
governmental proceedings involving the Company and its subsidiaries; the absence of governmental approvals required to be obtained in connection with the Shelf Registration Statement, the offering and
sale of the Securities, or any agreement of the type referred to in Section 2(m) hereof; the compliance as to form of the Shelf Registration Statement and 


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any
documents incorporated by reference therein and of the Indenture with the requirements of the Securities Act and the Trust Indenture Act, respectively; and, as of the date of the opinion and as of
the effective date of the Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be, the absence from the Shelf Registration Statement and the
prospectus included therein, as then amended or supplemented, and from any documents incorporated by reference therein of an untrue statement of a material fact or the omission to state therein a
material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any such documents, in the light of the circumstances existing at the time that
such documents were filed with the Commission under the Exchange Act of 1934, as amended (the "Exchange Act")); (ii) its officers to execute and
deliver all customary documents and certificates and updates thereof requested by any underwriters of the Securities and (iii) its independent public accountants to provide to the selling
Holders of the applicable Securities and any underwriter therefor a comfort letter in customary form and covering matters of the type customarily covered in comfort letters in connection with primary
underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72. 



        (p)   The
Company will use its reasonable best efforts to (a) if the Initial Securities have been rated prior to the initial sale of such Initial Securities, confirm
such ratings will apply to the Securities covered by a Registration Statement, or (b) if the Initial Securities were not previously rated, cause the Securities covered by a Registration
Statement to be rated with the appropriate rating agencies, if so requested by holders of a majority in aggregate principal amount of Securities covered by the Shelf Registration Statement, or by the
managing underwriters, if any. 


        (q)   In
the event that any broker-dealer registered under the Exchange Act shall underwrite any Securities or participate as a member of an underwriting syndicate or selling
group or "assist in the distribution" (within the meaning of the Conduct Rules (the "Rules") of the National Association of Securities
Dealers, Inc. ("NASD")) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in
respect thereof, or otherwise, the Company will assist such broker-dealer in complying with the requirements of such Rules, including, without limitation, by (i) if such Rules, including
Rule 2720, shall so require, engaging a "qualified independent underwriter" (as defined in Rule 2720) to participate in the preparation of the Shelf Registration Statement relating to
such Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made
through a placement or sales agent, to recommend the yield of such Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters
provided in Section 5 hereof and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules. 


        (r)   The
Company shall use its reasonable best efforts to take all other steps necessary to effect the registration of the Securities covered by a Registration Statement
contemplated hereby. 


        (t)    The
Company shall use its reasonable best efforts to cause the Common Stock issuable upon conversion of the Initial Securities to be listed on any securities exchange or
any automated quotation system on which similar securities issued by the Company are then listed, to the extent such Common Stock satisfies applicable listing requirements. 


        3.    Registration Expenses.    (a) All expenses incident to the Company's performance of and compliance with
this Agreement will be borne by the Company, regardless of whether a Registration Statement is ever filed or becomes effective, including without limitation; 



        (i)    all
registration and filing fees and expenses; 



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        (ii)   all
fees and expenses of compliance with federal securities and state "blue sky" or securities laws; 


        (iii)  all
expenses of printing (including printing certificates for the Securities to be issued and printing of Prospectuses), messenger and delivery services and telephone; 


        (iv)  all
fees and disbursements of counsel for the Company; 


        (v)   all
application and filing fees in connection with listing the Securities on a national securities exchange or automated quotation system pursuant to the requirements
hereof; and 


        (vi)  all
fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or
incident to such performance). 




The
Company will bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual
audit and the fees and expenses of any person, including special experts, retained by the Company. 


        (b)   In
connection with the Shelf Registration Statement required by this Agreement, the Company will reimburse the Initial Purchaser and the Holders of Securities covered by
the Shelf Registration Statement, for the reasonable fees and disbursements of not more than one counsel, designated by the Holders of a majority in principal amount of the Securities covered by the
Shelf Registration Statement (provided that Holders of Common Stock issued upon the conversion of the Initial Securities shall be deemed to be Holders of the aggregate principal amount of Initial
Securities from which such Common Stock was converted) to act as counsel for the Holders in connection therewith. 


        4.    Indemnification.    (a) The Company agrees to indemnify and hold harmless each Holder and each person,
if any, who controls such Holder within the meaning of the Securities Act or the Exchange Act (each Holder, and such controlling persons are referred to collectively as the
"Indemnified Parties") from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including, but
not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Securities) to which each Indemnified Party may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained
in the Shelf Registration Statement or prospectus including any document incorporated by reference therein, or in any amendment or supplement thereto or in any preliminary prospectus relating to the
Shelf Registration, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not
misleading, and shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim,
damage, liability or action in respect thereof; provided, however, that (i) the Company shall not
be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made
in the Shelf Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to the Shelf Registration in reliance upon and in conformity with
written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein and (ii) with respect to any untrue statement or
omission or alleged untrue statement or omission made in any preliminary prospectus relating to the Shelf Registration Statement, the indemnity agreement contained in this
subsection (a) shall not inure to the benefit of any Holder from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to the
extent that a prospectus relating to such Securities was required to be delivered by such Holder under the Securities Act in connection with such purchase and any such loss, claim, damage or liability
of such Holder results from 


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the
fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Securities to such person, a copy of the final prospectus if the Company had
previously furnished copies thereof to such Holder; provided further, however, that this indemnity
agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party. The Company shall also indemnify underwriters, their officers and directors and each
person who controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as provided above with respect to the indemnification of the Holders of the
Securities if requested by such Holders. 


        (b)   Each
Holder, severally and not jointly, will indemnify and hold harmless the Company, its officers and directors and each person, if any, who controls the Company within
the meaning of the Securities Act or the Exchange Act from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which the Company or any such controlling person
may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in the Shelf Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to the Shelf
Registration, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, but in each case only to the
extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to such Holder and furnished to the
Company by or on behalf of such Holder specifically for inclusion therein; and, subject to the limitation set forth immediately preceding this clause, shall reimburse, as incurred, the Company for any
legal or other expenses reasonably incurred by the Company or any such controlling person in connection with investigating or defending any loss, claim, damage, liability or action in respect thereof.
This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Company or any of its controlling persons. 


        (c)   Promptly
after receipt by an indemnified party under this Section 4 of notice of the commencement of any action or proceeding (including a governmental
investigation), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 4, 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 reasonably 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 4 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the
defense thereof. 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 (i) includes 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 a failure to act by or on
behalf of any indemnified party. 


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        (d)   If the indemnification provided for in this Section 4 is unavailable or insufficient to hold harmless an indemnified party under subsections (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 (or actions in respect
thereof) referred to in subsection (a) or (b) above in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and the
indemnified party on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant
equitable considerations. The relative fault of the parties 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 on the one hand or such Holder or such other indemnified party, as the case may be, on the other, and the
parties' relative intent, knowledge, access to information and opportunity to correct or prevent such 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 any other provision of this Section 4(d), the Holders shall
not be required to contribute any amount in excess of the amount by which the net proceeds received by such Holders from the sale of the Securities pursuant to the Shelf Registration Statement exceeds
the amount of damages which such Holders have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
For purposes of this paragraph (d), each person, if any, who controls such indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to
contribution as such indemnified party and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the
Company. 


        (e)   The
agreements contained in this Section 4 shall survive the sale of the Securities pursuant to the Shelf Registration Statement and shall remain in full force
and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party. 


        5.    Additional Interest Under Certain Circumstances.    (a) Additional interest (the
"Additional Interest") with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such
event in clauses (i) through (iv) below being herein called a "Registration Default"): 



        (i)    the
Shelf Registration Statement has not been filed with the Commission by the 90th day after the latest date of original issuance of the Initial
Securities; 


        (ii)   the
Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issue of the Initial
Securities; 


        (iii)  any
Shelf Registration Statement required by this Agreement has been declared effective by the Commission but such Shelf Registration Statement or related Prospectus
thereafter ceases to be effective or useable, (subject to the Company's right to suspend the use of the Shelf Registration Statement and the Prospectus as set forth in Section 2(h)) in
accordance with the provisions of this Agreement, and during the periods specified herein and (A) the Company does not cause the Shelf Registration Statement to become effective within 5
business days (which shall not be deemed to extend the incurrence and accrual of any obligation to pay Additional Interest beyond the time provided for in the last sentence of Section 2(h))
after it ceases to be effective or useable by a post-effective amendment or additional Shelf Registration Statement being filed and declared effective or a report filed pursuant to the
Exchange Act or (B) if applicable, the 



9





 




Company
does not terminate any Deferral Period within the time provided for in the last sentence of Section 2(h); or 


        (iv)  the
Company has failed to perform its obligations set forth in Section 1(d) within the time period required therein. 




Each
of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to
operation of law or as a result of any action or inaction by the Commission. 


        Additional
Interest shall accrue on the Transfer Restricted Securities over and above the interest set forth in the title of the Initial Securities from and including the date on which
any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per annum (the "Additional
Interest Rate"). In the case of Transfer Restricted Securities that have been converted into or exchanged for Common Stock, Additional Interest shall accrue at a per annum rate
equal to 0.50%, applied to the Conversion Price (as defined in the Indenture) in effect as of any date of determination (or, if no Initial Securities are then outstanding, the Conversion Price that
would be in effect were Initial Securities then outstanding) of such shares of Common Stock that are Transfer Restricted Securities. In the case of a Registration Default solely of the type described
in Section 5(a)(iv), such Additional Interest accruing as a result thereof, shall be paid only to the Holder(s) that have delivered Notice and Questionnaire that caused the Company to incur the
obligations set forth in Section 1(d), the non-performance of which is the basis of such Registration Default. Notwithstanding the foregoing, no Additional Interest shall accrue as
to any Transfer Restricted Security from and after the earlier of (x) the date such security is no longer a Transfer Restricted Security and (y) the expiration of the Shelf Registration
Period. The rate of accrual of the Additional Interest with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent
Registration Defaults. Following the
cure of all Registration Defaults requiring the payment by the Company of Additional Interest to the Holders of Transfer Restricted Security pursuant to this Section, the accrual of Additional
Interest will cease (without in any way limiting the effect of any subsequent Registration Default requiring the payment of Additional Interest by the Company). No other monetary damages shall be
available to the Holders of Transfer Restricted Security for a Registration Default. 


        (b)   Notwithstanding
Section 5(a)(iii), a Registration Default referred to in Section 5(a)(iii) hereof shall be deemed not to have occurred and be
continuing in relation to the Shelf Registration Statement or the related Prospectus if the Company has delivered a Deferral Notice pursuant to Section 2(b) of this Agreement and the
Deferral Period shall not have extended past the periods permitted by Section 2(h). 


        (c)   Any
amounts of Additional Interest due pursuant to Section 5(a) will be payable in cash on the regular interest payment dates with respect to the Initial
Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Initial Securities, further multiplied by a
fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve
30-day months), and the denominator of which is 360. 


        (d)   "Transfer Restricted Securities" means each Security until (i) the date on which such Security has been
effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iv) the date on which such Security is distributed to the public pursuant
to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. 



        6.    Rules 144 and 144A.    The Company shall use its reasonable best efforts to file the reports required to
be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder, 


10





 



make
publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as
any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers
of Securities identified to the Company by the Initial Purchaser upon request. Upon the request of any Holder, the Company shall deliver to such Holder a written statement as to whether it has
complied with such requirements. Notwithstanding the foregoing, nothing in this Section 6 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act. 



        7.    Underwritten Registrations.    If any of the Transfer Restricted Securities covered by the Shelf Registration
are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing
Underwriters") will be selected by the holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering (provided that
holders of Common Stock issued upon conversion of the Initial Securities shall not be deemed holders of Common Stock, but shall be deemed to be holders of the aggregate principal amount of Initial
Securities from which such Common Stock was converted); provided, however, that such Managing
Underwriters will be reasonably acceptable to the Company. 


        No
person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Securities on the basis reasonably
provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 


        8.    Miscellaneous.    


        (a)    Remedies.    Except as provided in Section 5, the Company acknowledges and agrees that any failure by
the Company to comply with its obligations under Section 1 hereof may result in material irreparable injury to the Initial Purchaser or the Holders for which there is no adequate remedy at law,
that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchaser or any Holder may obtain such relief as may be required to
specifically enforce the Company's obligations under Sections 1 hereof. The Company further agrees to waive the defense in any action for specific performance that a remedy at law would be
adequate. 


        (b)    No Inconsistent Agreements.    The Company will not on or after the date of this Agreement enter into any
agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's securities under any agreement in effect on the date hereof. 



        (c)    Amendments and Waivers.    The provisions of this Agreement may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given, except by the Company and the written consent of the holders of a majority in principal amount of the Securities affected
by such amendment, modification, supplement, waiver or consents (provided that holders of Common Stock issued upon conversion of Initial Securities shall not be deemed holders of Common Stock, but
shall be deemed to be holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted). Without the consent of the Holder of each Initial Security, however,
no modification may change the provisions relating to the payment of Additional Interest. 


11





 



        (d)    Notices.    All notices and other communications provided for or permitted hereunder shall be made in writing
by hand delivery, first-class mail, facsimile transmission, or air courier which guarantees overnight delivery: 



        (1)   if
to a Holder of the Securities, at the most current address given by such Holder to the Company. 


        (2)   if
to the Initial Purchaser; 




Credit
Suisse First Boston LLC

Eleven Madison Avenue

New York, NY 10010-3629

Fax No.: (212) 325-8278

Attention: Transactions Advisory Group 






        with
a copy to: 





Skadden,
Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue

Suite 3400

Los Angeles, CA 90071

Fax No.: (213) 687-5600

Attention: Nicholas P. Saggese, Esq. 





        (3)   if
to the Company, at its address as follows: 




Regal
Entertainment Group

9110 East Nichols Avenue

Centennial, Colorado 80112

Attention: General Counsel 






        with
a copy to: 





Hogan &
Hartson L.L.P.

One Tabor Center, Suite 1500

1200 Seventeenth Street

Denver, Colorado 80202

Fax: (303) 899-7333

Attention: Christopher J. Walsh, Esq. 






        All
such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three business days after being deposited in
the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient's facsimile machine operator, if sent by facsimile transmission; and on the day delivered, if sent by overnight air
courier guaranteeing next day delivery. 



        (e)    Third Party Beneficiaries.    The Holders shall be third party beneficiaries to the agreements made hereunder
between the Company, on the one hand, and the Initial Purchaser, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary
or advisable to protect their rights or the rights of Holders hereunder. 


        (f)    Successors and Assigns.    This Agreement shall be binding upon the Company and its successors and assigns. 



        (g)    Counterparts.    This Agreement may be executed in any number of counterparts and by the parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 


12





 



        (h)    Headings.    The headings in this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof. 


        (i)    Governing 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. 


        By
the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of any federal or state court in the State of New York. 



        (j)    Severability.    If any one or more of the provisions contained herein, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby. 


        (k)    Securities Held by the Company.    Whenever the consent or approval of Holders of a specified percentage of
principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be
affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 


13





 

        If
the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all
counterparts, will become a binding agreement between the Initial Purchaser and the Issuer in accordance with its terms. 



	

 	
 	

Very truly yours,
	

 	
 	
REGAL ENTERTAINMENT GROUP
	

 	
 	
By:	
 	

/s/  PETER B. BRANDOW      

	 	 	Name:	 	Peter B. Brandow
	 	 	Title:	 	Executive Vice President and Secretary





The
foregoing Registration

Rights Agreement is hereby confirmed

and accepted as of the date first

above written. 



	
CREDIT SUISSE FIRST BOSTON LLC	
 	

 
	
By:	
 	

/s/  MATT CWIERTNIA      
	
 	

 
	Name:	 	Matt Cwiertnia	 	 
	Title:	 	Vice President	 	 




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